Registration No. 333-89446


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    --------
                        PRE-EFFECTIVE AMENDMENT NO. 2 TO
                                    FORM S-6
               FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
             OF SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON
                                  FORM N-8B-2
                                    --------
        PRINCIPAL LIFE INSURANCE COMPANY VARIABLE LIFE SEPARATE ACCOUNT
                           (Exact Name of Registrant)
                                    --------
                        PRINCIPAL LIFE INSURANCE COMPANY
                              (Name of Depositor)
                                    --------
                                711 High Street
                             Des Moines, Iowa 50309
              (Address of Depositor's Principal Executive Offices)
                                    --------
                                 (515) 247-5111
              (Depositor's Telephone Number, Including Area Code)
                                    --------
                                 Sarah H. Pitts
                        Principal Life Insurance Company
                                711 High Street
                             Des Moines, Iowa 50309
               (Name and Address of agent for service of process)
                                    --------
                  Please send copies of all communications to
                                J. SUMNER JONES
                                 Jones & Blouch
                       1025 Thomas Jefferson Street, N.W.
                           Washington, DC 20007-0805
                                    --------

Title and Amount of Securities:  Principal  Benefit Variable  Universal Life
Policy.  (Pursuant to Rule 24F-2 under the  Investment  Company Act of 1940, the
Registrant   elects  to  register  an  indefinite  amount  of  securities  being
registered.)


Approximate date of proposed public offering:  As soon as practicable  after the
effective date of the Registration Statement. The Registrant hereby amends its
Registration Statement under the Securities Act of 1933 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  this  Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.


                        PRINCIPAL LIFE INSURANCE COMPANY
                         VARIABLE LIFE SEPARATE ACCOUNT

                       Registration Statement on Form S-6
                              Cross Reference Sheet

    Items of
   Form N-8B-2               Captions in Prospectus

        1..............  Cover Page

        2..............  Cover Page

        3..............  Not Applicable

        4..............  Distribution of the Policy

        5..............  Principal Life Insurance Company Variable Life
                         Separate Account

        6(a)...........  Not Applicable

        6(b)...........  Not Applicable

        7..............  Not Required

        8..............  Not Required

        9..............  General Information (Legal Proceedings)

        10(a)..........  Ownership, Beneficiary, Assignment

        10(b)..........  Policy Values

        10(c), 10(d)...  Summary; Division Transfers; Automatic Portfolio
                         Rebalancing; Surrenders; Right to Exchange Policy

        10(e)..........  Summary; Policy Termination and Reinstatement

        10(f)..........  Other Matters (Voting Rights)

        10(g)(1),
        10(g)(2),
        10(h)(1),
        10(h)(2).......  Principal Life Insurance Company Variable Life
                         Separate Account; General Provisions (Addition,
                         Deletion or Substitution of Investments)

        10(g)(3),
        10(g)(4),
        10(h)(3),
        10(h)(4).......  Not Applicable

        10(i)..........  Principal Life Insurance Company Variable Life
                         Separate Account, The Policy (Policy Values); General
                         Provisions (Addition, Deletion or Substitution of
                         Investments); General Provisions (Optional Insurance
                         Benefits); Federal Tax Matters

        11.............  Principal Life Insurance Company Variable Life
                         Separate Account; General Provisions (Addition,
                         Deletion or Substitution of Investments); Appendix

        12(a)..........  Cover page

        12(b)..........  Not Applicable

        12(c)..........  Principal Life Insurance Company Variable Life
                         Separate Account

        12(d)..........  Distribution of the Policy

        12(e)..........  Principal Life Insurance Company Variable Life
                         Separate Account

        13(a)..........  Principal Life Insurance Company Variable Life
                         Separate Account; Charges and Deductions

        13(b), 13(c),
        13(d), 13(e),
        13(f), 13(g)...  Summary (Charges and Deductions); Charges and
                         Deductions

        14.............  The Policy (To buy a Policy); Distribution of the
                         Policy

        15.............  Summary (Premiums); The Policy (Payment of Premiums;
                         Premium Limitations; Allocation of Initial Premiums)

        16.............  Summary (The Policy); Principal Life Insurance Company
                         Variable Life Separate Account; The Policy (Policy
                         Values); General Provisions (Addition, Deletion or
                         Substitution of Investments)

        17(a), 17(b),
        17(c)..........  Captions referenced under Items 10(c), 10(d), 10(e),
                         and 10(i) above

        18(a)..........  Summary (Policy Value); The Policy (Policy Values)

        18(b)..........  Summary (Policy Value); The Policy (Policy Values)

        18(c)..........  Summary (Policy Loans); The Policy (Policy Values;
                         Policy Loans; Loan Account)

        18(d)..........  Not Applicable

        19.............  Other Matters (Voting Rights; Statement of Values)

        20(a), 20(b)...  Principal Life Insurance Company Variable Life
                         Separate Account; General Provisions (Addition,
                         Deletion or Substitution of Investments); Other
                         Matters (Voting Rights)

        20(c), 20(d),
        20(e), 20(f)...  Not Applicable

        21(a), 21(b)...  Summary (Policy Loans); The Policy (Policy Values;
                         Policy Loans)

        21(c)..........  Summary (Policy Value; Policy Loans); The Policy
                         (Policy Values; Policy Loans)

        22.............  General Provisions (The Contract; Incontestability)

        23.............  Not Applicable

        24.............  Summary

        25.............  The Company

        26.............  Summary (Investment Account); The Policy (Division
                         Transfers)

        27.............  The Company

        28.............  Executive Oficers (Other than Directors); Directors)
                         Principal Life Insurance Company

        29.............  The Company

        30.............  Not Applicable

        31.............  Not Applicable

        32.............  Not Applicable

        33.............  Not Applicable




                   PRINCIPAL BENEFIT VARIABLE UNIVERSAL LIFE

                    VARIABLE UNIVERSAL LIFE INSURANCE POLICY

                  This prospectus is dated__________________.


The Principal Benefit Variable Universal Life Insurance Policy (the "Policy") is
issued by Principal Life Insurance Company (the "Company").

This Policy is for use by corporations, employers, trusts, associations or
similar entities. The Policy is designed for financing non-qualified executive
deferred compensation plans, salary continuation plans, post-employment benefits
or other similar purposes. As in the case of other life insurance policies, it
may not be in your best interest to buy this Policy as a replacement for, or in
addition to, existing insurance coverage.The Policy involves investment risk,
including possible loss of principal.


This prospectus provides information that you should know before buying a
Policy. It is accompanied by a current prospectus for the underlying mutual
funds that are available as investment options under the Policy. Please read
these prospectuses carefully and keep them for future reference.


The Securities and Exchange Commission ("SEC") has not approved or disapproved
this security or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.


The Policy offered by this prospectus may not be available in all states. This
prospectus is not an offer to sell or solicitation of an offer to buy the Policy
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 Policy other than those contained in this prospectus.




                               TABLE OF CONTENTS


GLOSSARY................................................................

SUMMARY.................................................................

THE COMPANY.............................................................

PRINCIPAL LIFE INSURANCE COMPANY VARIABLE LIFE SEPARATE ACCOUNT.........

THE FUNDS...............................................................

THE POLICY..............................................................

DEATH BENEFITS AND RIGHTS...............................................

CHARGES AND DEDUCTIONS..................................................

POLICY TERMINATION AND REINSTATEMENT....................................

OTHER MATTERS...........................................................

GENERAL PROVISIONS......................................................

OFFICERS AND DIRECTORS OF PRINCIPAL MANAGEMENT CORPORATION..............

EXECUTIVE OFFICERS OF PRINCIPAL LIFE INSURANCE COMPANY (OTHER THAN DIRECTORS)

DIRECTORS OF PRINCIPAL LIFE INSURANCE COMPANY...........................

DISTRIBUTION OF THE POLICY..............................................

STATE REGULATION........................................................

FEDERAL TAX MATTERS.....................................................

GENERAL INFORMATION.....................................................

FINANCIAL STATEMENTS....................................................

APPENDIX A - INVESTMENT DIVISIONS.......................................

APPENDIX B - ILLUSTRATIONS..............................................

APPENDIX C - TARGET PREMIUMS............................................

APPENDIX D - APPLICABLE PERCENTAGES (for Life Insurance Definition Test)


                                    GLOSSARY


ADJUSTMENT - change to the Policy resulting from an increase or decrease in
total face amount or a change in smoking status, death benefit option, rating or
riders.


ADJUSTMENT DATE - the monthly date on or next following the Company's approval
of a requested adjustment.


ATTAINED AGE - the insured's issue age plus the number of full policy years
since the policy date.


BUSINESS DAY - any date that the New York Stock Exchange ("NYSE") is open for
trading and trading is not restricted.


DIVISION - a part of the separate account which invests in shares of a
corresponding mutual fund.


EFFECTIVE DATE - the date on which all requirements for issuance of a Policy
have been satisfied.


GENERAL ACCOUNT - assets of the Company other than those allocated to any of our
separate accounts.


INSURED - the person named as the "insured" on the application for the Policy.
The insured may or may not be the owner of the Policy.


LOAN ACCOUNT - that part of the dollar amount in the policy value that reflects
the total loan indebtedness.


MONTHLY DATE - the day of the month which is the same day as the policy date.
     Example: If the policy date is May 5, 2003, the first monthly date is June
           5, 2003.

MONTHLY POLICY CHARGE - the amount subtracted from the policy value on each
monthly date equal to the sum of the cost of insurance and of additional
benefits provided by any rider plus the asset based charge in effect on the
monthly date.


NET POLICY VALUE - the policy value minus any outstanding policy loans and
unpaid loan interest.


NET PREMIUM - the gross premium less the deductions for the premium expense
charge. It is the amount of premium allocated to the divisions.


NET SURRENDER VALUE - surrender value minus any outstanding policy loans and
unpaid loan interest.

NOTICE - any form of communication that we receive that provides the information
we need which may be in writing sent to us by mail or by facsimile or by calling
the service office.

OWNER - the party which owns all the rights and privileges of this Policy.


POLICY DATE - the date from which monthly dates, policy years and policy
anniversaries are determined.


POLICY FACE AMOUNT - the insurance benefit provided by the Policy without any
riders.


POLICY MONTH - any one-month period beginning on the monthly date.
     Example: The monthly date is May 5, 2003, the first policy month ends on
           June 4, 2003.

POLICY VALUE - an amount equal to the division value(s) plus the loan account
value.



POLICY YEAR - the one-year period beginning on the policy date and ending one
day before the policy anniversary and any subsequent one year period beginning
on a policy anniversary.
     Example: If the policy date is May 5, 2003, the first policy year ends on
           May 4, 2004. The first policy anniversary falls on May 5, 2004.

PREMIUM EXPENSE CHARGE - the charge deducted from premium payments to cover a
sales charge, state and local premium taxes and federal taxes.


PRORATED BASIS - is the proportion that the value of a particular division bears
to the total value of all divisions.


SERVICE OFFICE - Principal Financial Group Service Center
          P.O.Box 724447
          Atlanta GA 31139
          Phone: 1-888-737-3855
          Fax: 1-770-690-1900

SURRENDER VALUE - an amount equal to the policy value minus any surrender
charges. The surrender value also includes any value provided by a rider
benefit.


TARGET PREMIUM - a premium amount used to determine any applicable premium
expense charge and surrender charge under a Policy.


TOTAL FACE AMOUNT - policy face amount plus face amount of the supplemental

benefit rider, if any. .



UNDERLYING MUTUAL FUND - a registered open-end investment company, or a separate
division or portfolio thereof, in which a division invests.


UNIT - the accounting measure used to calculate the value of the divisions.


VALUATION PERIOD - the period begins at the close of normal trading on the NYSE,
generally 4:00 p.m. E.T., on each business day and ends at the close of normal
trading of the NYSE on the next business day.


WRITTEN REQUEST - actual delivery to the Company or the service office of a
written notice or request, signed and dated, on a form we supply or approve.


SUMMARY


This prospectus describes a flexible variable universal life policy offered by
the Company. This is a brief summary of the Policy's features. More detailed
information follows later in this prospectus.


THE POLICY
The Policy is designed to provide:
.. insurance protection;
.. a death benefit payable at the death of the insured;
.. flexibility in:
  . the amount and frequency of premium payments (subject to certain
    limitations); and
  . the amount of life insurance proceeds payable under the Policy;
.. policy loans; and
.. a net surrender value which may be accessed by a partial or full surrender of
  the Policy.

Net premium payments are allocated to divisions. All divisions may not be
available in all states. A current list of divisions available in your state may
be obtained from a sales representative or the Company.


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.


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, the underlying mutual funds are not otherwise directly related to
any publicly traded mutual fund. Consequently, the investment performance of
publicly traded mutual funds and of any underlying mutual fund may differ
substantially.


The following divisions are currently available (subject to state availability):


                                    
DIVISION                               DIVISION
 AIM V.I. Aggressive Growth             JPMorgan Bond
 AIM V.I. International Growth          JPMorgan SmallCap
 AIM V.I. Premier Equity                MFS VIT Emerging Growth
 American Century VP Income & Growth    MFS VIT MidCap Growth
 American Century VP International      MFS VIT New Discovery
 American Century VP Ultra              MFS VIT Value
 American Century VP Value              Neuberger Berman AMT Guardian
 Berger IPT MidCap Value               Bond
 Dreyfus VIF Appreciation               Capital Value
 Dreyfus DIP Core Value                 Equity Growth
 Dreyfus VIF Quality Bond               Government Securities
 Dreyfus VIF Small Cap                 Growth
 Dreyfus Socially Responsible Growth   International
 DIP Founders Discovery                 International SmallCap
 DIP Founders Growth                    LargeCap Blend
 Fidelity VIP II Asset Manager          LargeCap Growth
 Fidelity VIP II Contrafund             LargeCap Value
 Fidelity VIP Equity-Income            MidCap
 Fidelity VIP Growth                    MidCap Growth
 Fidelity VIP High Income               MidCap Growth Equity
 Fidelity VIP MidCap                    MidCap Value
 Franklin Income Securities             Money Market
 Franklin Mutual Discovery              Real Estate
 Franklin Mutual Shares                SmallCap
 Franklin Rising Dividends              SmallCap Growth
 Franklin Small Cap Value Securities    SmallCap Value
 INVESCO VIF - Core Equity              Putnam VT Growth & Income
 INVESCO VIF - Dynamics                 Putnam VT International Growth
 INVESCO VIF - Health Sciences          Putnam VT Voyager
 INVESCO VIF - Small Company Growth     Vanguard VIF Balanced
 INVESCO VIF - Technology               Vanguard VIF Equity Index
 Janus Aspen Aggressive Growth          Vanguard VIF MidCap Index
 Janus Aspen Balanced                   Wells Fargo VT Asset Allocation
 Janus Aspen Core Equity                Wells Fargo VT Equity Income
 Janus Aspen Flexible Income            Wells Fargo VT Large Company Growth
 Janus Aspen International Growth
 Janus Aspen Strategic Value
 Janus Aspen Worldwide Growth






PREMIUMS
Within certain limits, you may select the amount and frequency of premium
payments.

POLICY VALUE
The policy value is:
.. the value(s) of the policy division(s)
.. plus the value of the loan account.
It is possible that the investment performance could cause a loss of the entire
amount allocated to the divisions. Without additional premium payments or a
death benefit guarantee rider, it is possible that no death benefit would be
paid upon the insured's death.

TRANSFERS
Amounts may be transferred between the divisions.

POLICY LOANS
Loans may be taken against the policy value any time the Policy has a net
surrender value. The minimum amount of a loan is $500. The maximum amount of a
loan is 90% of the net surrender value.

LOAN ACCOUNT
When a policy loan is taken, a loan account is established. Interest is charged
on the policy loan. An amount equal to the amount of the policy loan is redeemed
from the divisions and the proceeds are transferred to the loan account. The
loan account earns interest.

SURRENDERS (FULL AND PARTIAL)

Full Surrender
- --------------
.. The Policy may be surrendered and the net surrender value paid to the owner.
.. We calculate the net surrender value as of the business day we receive the
  written surrender request.

Partial Surrender
- -----------------
.. After the first policy year, a Policy may be partially surrendered and the
  proceeds paid to the owner.
.. The minimum amount of partial surrender is $500.
.. The amount surrendered may not be greater than 90% of the net surrender value.
.. The total face amount may be reduced by the amount of the partial surrender
  (and any transaction fee).


Preferred Partial Surrender (available if Death Benefit Option 1 is in effect)
- ------------------------------------------------------------------------------
.. In any policy year, 5% of the net surrender value as of the end of the prior
  policy year may be surrendered without a resulting decrease in the total face
  amount.
.. Any amount surrendered in excess of 5% may cause a reduction in the total face
  amount.
.. The 5% preferred partial surrender privilege is not cumulative from
  year-to-year.

CHARGES AND DEDUCTIONS

The following tables describe the fees and expenses that you will pay when
buying, owning, and surrendering the Policy. The first table describes the fees
and expenses that you will pay at the time that you buy the Policy, surrender
the Policy, or transfer cash value between investment options.


                               TRANSACTION FEES
 ------------------------------------------------------------------------------
         CHARGE            WHEN CHARGE IS DEDUCTED         AMOUNT DEDUCTED
 ------------------------------------------------------------------------------
                                                
  Maximum Sales Charge
  Imposed on Premiums
  up to Target Premium    from each premium paid       6.50% of premium paid
  - all years
 ------------------------------------------------------------------------------
  Maximum Sales Charge
  Imposed on Premiums
  over Target Premium -
  years 1-5 (after        from each premium paid       5.00% of premium paid
  issue or adjustment)
 ------------------------------------------------------------------------------
  Maximum Sales Charge
  Imposed on Premiums
  over Target Premium -
  years 6 and later
  (after issue or         from each premium paid       6.50% of premium paid
  adjustment)
 ------------------------------------------------------------------------------
  Premium Taxes
  (federal, state and     from each premium paid       3.45% of premium paid
  local)
 ------------------------------------------------------------------------------
  Maximum Deferred        from surrender proceeds      75% of target premium
  Sales Charge*
 ------------------------------------------------------------------------------
                          from each partial
                          surrender after the 2nd      $25 per partial
  Other Surrender Fee     partial surrender in a       surrender
                          policy year
 ------------------------------------------------------------------------------
                          upon each unscheduled        currently zero but we
                          transfer after the first     reserve the right to
  Transfer Fees           unscheduled transfer in a    impose a transfer fee of
                          policy month.                no more than $25
 ------------------------------------------------------------------------------
   * Deferred sales charges (surrender fees) decline over time.



                    DEFERRED SALES CHARGE (AS % OF TARGET PREMIUM)
    ------------------------------------------------------------------
     POLICY YEAR     AGES 20-65*      AGES 66-70*       AGES 71-75*
    ------------------------------------------------------------------
                                            
    1                    75               75                55
    ------------------------------------------------------------------
    2                    75               70                50
    ------------------------------------------------------------------
    3                    75               65                45
    ------------------------------------------------------------------
    4                    70               60                40
    ------------------------------------------------------------------
    5                    60               50                35
    ------------------------------------------------------------------
    6                    50               45                30
    ------------------------------------------------------------------
    7                    40               35                25
    ------------------------------------------------------------------
    8                    30               30                20
    ------------------------------------------------------------------
    9                    20               20                15
    ------------------------------------------------------------------
    10                   10               10                 5
    ------------------------------------------------------------------



              * Age at issue or adjustment



The next table describes the fees and expenses that you will pay periodically
during the time that you own the Policy, not including underlying mutual fund
fees and expenses.


    PERIODIC CHARGES OTHER THAN UNDERLYING MUTUAL FUND OPERATING EXPENSES
 ------------------------------------------------------------------------------
                         WHEN CHARGE
         CHARGE          IS DEDUCTED               AMOUNT DEDUCTED
 ------------------------------------------------------------------------------
                                
  Cost of Insurance*:
 ------------------------------------------------------------------------------
                                       $0.02 increasing to $83.33 per $1,000 of
  Minimum and Maximum                  total face amount (equivalent to $0.25
  Charge                   monthly     increasing to $1,000 per $1,000 per
                                       year)
 ------------------------------------------------------------------------------
  Charge for a
  representative Policy
  owner                                $0.07 increasing to $83.33 per $1,000 of
  (45-year old male                    total face amount (equivalent to $0.83
  with a risk                          increasing to $1,000 per $1,000 per
  classification of        monthly     year)
  preferred non-smoker)
 ------------------------------------------------------------------------------
                                       equivalent to:
  Asset Based Charge       monthly      . policy years 1-10: 0.40% per year
                                        . after policy year 10: 0.30% per year
 ------------------------------------------------------------------------------
  Accounting Benefit       monthly     equivalent to $0.10 per $1,000 per year
  Rider
 ------------------------------------------------------------------------------
  Policy loan interest
  as a percentage of
  loan balance (applies                policy years 1-10: 5.0% per year
  only if policy loan       daily      after policy year 10: 4.3% per year
  outstanding)
 ------------------------------------------------------------------------------


  * The cost of insurance charge varies based on individual characteristics (the
    gender, issue age and age at adjustment, duration since issue and since
    adjustment, smoking status, and risk classification of the insured) and the
    charge shown in the table may not be representative of the charge that a
    particular policy owner will pay. You may obtain more information about the
    particular cost of insurance charge that would apply to you from your
    registered representative or by phoning 1-800-247-9988.


The next table describes the underlying mutual fund fees and expenses that you
will pay periodically during the time that you own the Policy. The table shows
the minimum and maximum fees and expenses charged by any of the underlying
mutual funds. More detail concerning the fees and expenses of each underlying
mutual fund is contained in the prospectus for each underlying mutual fund.


Annual Underlying Mutual Fund Operating Expenses (expenses that are deducted
from underlying mutual fund assets) as of December 31, 2001.



                               MANAGEMENT FEES     12B-1     OTHER EXPENSES                    TOTAL EXPENSES
 UNDERLYING MUTUAL FUNDS     AFTER REIMBURSEMENT   FEES    AFTER REIMBURSEMENT            AFTER REIMBURSEMENT/(1)/
 -----------------------     -------------------   -----   -------------------            ------------------------
                                                                    
 AIM V.I. Aggressive Growth
 Division                           0.80%          N/A            0.41%                                                 1.21%
 AIM V.I. International
 Growth Division                    0.73           N/A            0.32                                                  1.05
 AIM V.I. Premier Equity            0.60           N/A            0.25                                                  0.85
 American Century VP Income
 & Growth                           0.70          0.25'%          0.00                                                  0.95
 American Century VP
 International                      1.19          0.25            0.00                                                  1.44
 American Century VP Ultra          0.90          0.25            0.00                                                  1.15
 American Century VP Value          0.86          0.25            0.00                                                  1.11
 Berger IPT MidCap Value            0.75          0.25            0.33                                                 1.20/(2)/
 Dreyfus DIP Core Value             0.75          0.25            0.00                                                  1.00
 Dreyfus VIF Appreciation           0.75          0.25            0.10                                                  1.10
 Dreyfus VIF Quality Bond           0.65          0.25            0.11                                                  1.01
 Dreyfus VIF Small Cap              0.75          0.25            0.11                                                  1.11
 Dreyfus Socially
 Responsible Growth                 0.75          0.25            0.09                                                  1.09
 DIP Founders Discovery             0.90          0.25            0.62                                                  1.50
 DIP Founders Growth                0.75          0.25            0.40                                                  1.00
 Fidelity VIP II Asset
 Manager                            0.53          0.25            0.12                                                 0.90/(3)/
 Fidelity VIP II Contrafund         0.58          0.25            0.11                                                 0.94/(3)/
 Fidelity VIP Equity-Income         0.48          0.25            0.11                                                 0.84/(3)/
 Fidelity VIP Growth                0.58          0.25            0.10                                                 0.93/(3)/
 Fidelity VIP High Income           0.58          0.25            0.15                                                 0.98/(3)/
 Fidelity VIP MidCap                0.58          0.25            0.11                                                 0.94/(3)/
 Franklin Income Securities         0.49          0.25            0.04                                                  0.78
 Franklin Mutual Discovery          0.80          0.25            0.22                                                  1.27
 Franklin Mutual Shares
 Securities                         0.60          0.25            0.19                                                  1.04
 Franklin Rising Dividends          0.74          0.25            0.02                                                  1.01
 Franklin Small Cap Value
 Securities                         0.57          0.25            0.20                                                  1.02
 INVESCO VIF - Core Equity          0.75           N/A            0.34                                                 1.09/(3)/
 INVESCO VIF - Dynamics             0.75           N/A            0.33                                                 1.08/(3)/
 INVESCO VIF - Health
 Sciences                           0.75           N/A            0.31                                                 1.06/(3)/
 INVESCO VIF - Small
 Company Growth                     0.75           N/A            0.50                                                 1.29/(3)(4)/
 INVESCO VIF - Technology           0.75           N/A            0.32                                                 1.07/(3)/
 Janus Aspen Aggressive
 Growth                             0.65          0.25            0.02                                                 0.92/(5)/
 Janus Aspen Balanced               0.65          0.25            0.01                                               0.91/(5)/
 Janus Aspen Core Equity            0.65          0.25            0.40                                                 1.30/(5)/
 Janus Aspen Flexible
 Income                             0.64          0.25            0.02                                                 0.91/(5)/
 Janus Aspen International
 Growth                             0.65          0.25            0.06                                                 0.96/(5)/
 Janus Aspen Strategic
 Value                              0.65          0.25            0.70                                                 1.50/(5)/
 Janus Aspen Worldwide
 Growth                             0.55          0.25            0.04                                                 0.94/(5)/
 JP Morgan Bond                     0.30           N/A            0.45                                                  0.75
 JP Morgan SmallCap                 0.60           N/A            0.55                                                  1.15
 MFS VIT Emerging Growth            0.75          0.25            0.12                                                 1.12/(3)/
 MFS VIT MidCap Growth              0.75          0.25            0.15                                                 1.15/(3)/
 MFS VIT New Discovery              0.90          0.25            0.16                                                 1.31/(3)/
 MFS VIT Value                      0.75          0.25            0.15                                                 1.15/(2)(3)/
 Neuberger Berman AMT
 Guardian                           0.85          0.25            0.13                                                  1.23
 Principal VCF Bond                 0.49           N/A            0.01                                                  0.50
 Principal VCF Capital
 Value                              0.60           N/A            0.01                                                  0.61
 Principal VCF Equity
 Growth                             0.74           N/A            0.01                                                  0.75
 Principal VCF Government
 Securities                         0.48           N/A            0.01                                                  0.49
 Principal VCF Growth               0.60           N/A            0.01                                                  0.61
 Principal VCF
 International                      0.85           N/A            0.07                                                  0.92
 Principal VCF
 International SmallCap             1.20           N/A            0.21                                                  1.41
 Principal VCF LargeCap
 Blend                              0.75           N/A            0.25                                                 1.05/(2)/
 Principal VCF LargeCap
 Growth                             1.10           N/A            0.07                                                  1.17
 Principal VCF LargeCap
 Value                              0.75           N/A            0.11                                                 0.86/(2)/
 Principal VCF MidCap               0.61           N/A            0.01                                                  0.62
 Principal VCF MidCap
 Growth                             0.90           N/A            0.07                                                  0.97
 Principal VCF MidCap
 Growth Equity                      0.75           N/A            0.35                                               1.35/(6)/
 Principal VCF MidCap Value         1.05           N/A            0.31                                                  1.36
 Principal VCF Money Market         0.48           N/A            0.02                                                  0.50
 Principal VCF Real Estate          0.90           N/A            0.02                                                  0.92
 Principal VCF SmallCap             0.85           N/A            0.15                                                  1.00
 Principal VCF SmallCap
 Growth                             1.00           N/A            0.05                                                  1.05
 Principal VCF SmallCap
 Value                              1.10           N/A            0.14                                                  1.24
 Putnam VT Growth & Income          0.46          0.25            0.04                                                  0.75
 Putnam VT International
 Growth                             0.76          0.25            0.18                                                  1.19
 Putnam VT Voyager                  0.51          0.25            0.05                                                  0.81
 Vanguard VIF Balanced              0.28           N/A            0.02                                                  0.30
 Vanguard VIF Equity Index          0.16           N/A            0.02                                                  0.18
 Vanguard VIF MidCap Index          0.24           N/A            0.06                                                  0.30
 Wells Fargo VT Asset
 Allocation                         0.49          0.25            0.26                                                 1.00/(2)/
 Wells Fargo VT Equity
 Income                             0.32          0.25            0.43                                                  1.00
 Wells Fargo VT Large
 Company Growth                     0.54          0.25            0.21                                                 1.00/(2)/





/ //(1)/ The Company and Princor Financial Services Corporation may receive a
 portion of the underlying fund expenses for recordkeeping, marketing and
 distribution services.
/ //(2)/ Expenses for this fund are estimated for 2002.
/ //(3)/ Actual annual class operating expenses were lower because a portion of
 the brokerage commissions that the fund paid was used to reduce the fund's
 expenses, and/or because through arrangements with the fund's custodian,
 credits realized as a result of uninvested cash balances were used to reduce a
 portion of the fund's custodian expenses. See the accompanying fund prospectus
 for details.
/ //(4)/ Voluntary waiver of expenses capped fund expenses at 1.25% for year
 ended December 31, 2001.
/ //(5)/ All expenses are shown without the effect of any expense offset
 arrangements.
/ //(6)/ Voluntary waiver of expenses capped fund expenses at 1.10% for year
 ended December 31, 2001.


.. Some underlying mutual funds are subject to fee waivers and expense
  reimbursements. The following chart shows


                                           MANAGEMENT FEES     12B-1     OTHER EXPENSES             TOTAL EXPENSES
 UNDERLYING MUTUAL FUNDS                 BEFORE REIMBURSEMENT  FEES   BEFORE REIMBURSEMENT    BEFORE REIMBURSEMENT/(1)/
 -----------------------                 --------------------  -----  --------------------    -------------------------
                                                                                
 Dreyfus DIP Core Value                         0.75%          0.25%         0.27%                                          1.27%/ (
 DIP Founders Discovery                         0.90           0.25          0.62                                           1.77/ (2
 DIP Founders Growth                            0.75           0.25          0.40                                           1.40/ (2
 Franklin Rising Dividends                      0.75           0.25          0.02                                           1.02/ (3
 Franklin Small Cap Value Securities            0.60           0.25          0.20                                           1.05/ (3
 INVESCO VIF - Small Company Growth             0.75            N/A          0.54                                           1.29/ (4
 Janus Aspen Strategic Value                    0.65           0.25          0.70                                           1.60/ (2
 MFS VIT MidCap Growth                          0.75           0.25          0.20                                           1.20/ (6
 MFS VIT New Discovery                          0.90           0.25          0.19                                           1.34/ (6
 MFS VIT Value                                  0.75           0.25          0.44                                           1.44/ (6
 Principal VCF MidCap Growth Equity             1.00            N/A          0.35                                           1.35/ (9
 Wells Fargo VT Asset Allocation                0.55           0.25          0.26                                           1.06/ (2
 Wells Fargo VT Equity Income                   0.55           0.25          0.43                                           1.23/ (2
 Wells Fargo VT Large Company Growth            0.55           0.25          0.21                                           1.01/ (2


/ //(1)/ The Company and Princor Financial Services Corporation may receive a
 portion of the underlying fund expenses for recordkeeping, marketing and
 distribution services.
/ //(2) /This a contractual waiver through December 31, 2002.
/ //(3) /The manager agreed in advance to reduce its fees to reflect reduced
 services from the Fund's investment in a Franklin Templeton money fund, as
 required by the Board and an SEC order.
/ //(4)/ Actual annual class operating expenses were lower because a portion of
 the brokerage commissions that the fund paid was used to reduce the fund's
 expenses, and/or because through arrangements with the fund's custodian,
 credits realized as a result of uninvested cash balances were used to reduce a
 portion of the fund's custodian expenses. See the accompanying fund prospectus
 for details.
/ //(5)/ Voluntary waiver of expenses capped fund expenses at 1.25% for year
 ended December 31, 2001.
/ //(6)/ All expenses are shown without the effect of any expense offset
 arrangements.
/ //(7) /This a contractual waiver through May 1, 2003.
/ //(8)/ Expenses for this fund are estimated for 2002.
/ //(9)/ Voluntary waiver of expenses capped fund expenses at 1.10% for year
 ended December 31, 2001.

DEATH BENEFITS AND PROCEEDS
The death proceeds are paid to the beneficiary(ies) when the insured dies. Death
proceeds are calculated as of the date of death of the insured. The amount of
the death proceeds is:
.. the death benefit plus interest (as explained in DEATH PROCEEDS AND RIGHTS -
  Death Proceeds);
.. minus outstanding policy loans and unpaid loan interest;
.. minus any overdue monthly policy charges (Overdue monthly policy charges arise
  when a policy is in a grace period and the net policy value is insufficient to
  cover the sum of the cost of insurance and of additional benefits provided by
  any rider plus the asset based charge.).

The Policy provides for three death benefit options. A death benefit option is
elected on the application. Subject to certain conditions, the death benefit
option may be changed after the Policy has been issued. Death proceeds are paid
in cash or applied under a benefit payment option. We pay interest on the death
proceeds as required by state law.


MATURITY PROCEEDS
If the insured is living on the maturity date (shown on your current data
pages), we will pay the owner an amount equal to the net surrender value. The
Policy then terminates. Maturity proceeds are paid in cash lump sum or applied
under a benefit payment option.


ADJUSTMENT OPTIONS
The total face amount may be increased or decreased. The minimum amount of an
increase is $10,000 and is subject to our underwriting guidelines in effect at
the time the increase is requested. A decrease in total face amount may be
requested:
.. on or after the first policy anniversary; and
.. if the request does not decrease the total face amount below $100,000.

TERMINATION AND REINSTATEMENT
The Policy terminates:
.. upon a full policy surrender;
.. when death proceeds are paid;
.. when maturity proceeds are paid; or
.. if sufficient premium payments are not made before the expiration of a 61-day
  grace period.
Subject to certain conditions, a Policy that terminated because of insufficient
policy value may be reinstated.

EXAMINATION PERIOD (FREE-LOOK PROVISION)
.. The Policy may be returned during the examination period that is generally 10
  days but may be longer in certain states.
.. Based on state law, we return either all premiums paid or the net policy
  value.

THE COMPANY

The Company is a stock life insurance company with its home office at: Principal
Financial Group, Des Moines, Iowa 50306. It is authorized to transact life and
annuity business in all of the United States and the District of Columbia. The
Company is a wholly owned subsidiary of Principal Financial Services, Inc.,
which in turn, is a directly wholly owned subsidiary of Principal Financial
Group, Inc.

On June 24, 1879, the Company was incorporated under Iowa law as a mutual life
insurance company named Bankers Life Association. It changed its name to Bankers
Life Company in 1911 and then to Principal Mutual Life Insurance Company in
1986. The name change to Principal Life Insurance Company and reorganization
into a mutual holding company structure took place in 1998. Effective October
26, 2001, Principal Mutual Holding Company converted to a stock company and
Principal Financial Group, Inc. completed its initial public offering.


PRINCIPAL LIFE INSURANCE COMPANY VARIABLE LIFE SEPARATE ACCOUNT

The separate account was established under Iowa law on November 2, 1987. It was
then registered as a unit investment trust with the SEC. This registration does
not involve SEC supervision of the investments or investment policies of the
separate account.

The income, gains, and losses, whether or not realized, of the separate account
are credited to or charged against the separate account without regard to other
income, gains, or losses of the Company. Obligations arising from the Policy,
including the promise to make benefit option payments, are our general corporate
obligations. However, the Policy provides that the portion of the separate
account's assets equal to the reserves and other liabilities under the Policy
are not charged with any liabilities arising out of any other business of the
Company.


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
from the separate account following SEC approval.


THE FUNDS

The funds are mutual funds registered under the Investment Company Act of 1940
as open-end management investment companies. The funds provide the investment
vehicles for the divisions. A full description of the funds, their investment
objectives, policies and restrictions, charges and expenses and other
operational information is contained



in the attached prospectuses (which should be read carefully before investing).
Additional copies of these documents are available from a sales representative
or our home office.

Appendix A contains a brief summary of the investment objectives of each
division.


An Investment Advisor agrees to provide investment advisory services for a
specific underlying mutual fund. For these services, the Investment Advisor is
paid a fee.


The Company purchases and sells fund shares for the separate account at their
net asset value without any sales or redemption charge. The separate account has
divisions that correspond to interests in the underlying mutual funds. 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 POLICY


The descriptions that follow are based on provisions of the Policy offered by
this prospectus.


TO BUY A POLICY
A completed application and required supplements must be submitted to us through
an agent or broker selling the Policy.

The minimum total face amount when the Policy is originally issued is $100,000.
We reserve the right to increase or decrease the minimum total face amount. If
the minimum total face amount is changed, the new minimum would apply only to
Policies issued after the effective date of the change.


To issue a Policy, we require that the insured be age 75 or younger as of the
policy date. Other underwriting restrictions may apply.


An applicant for the Policy must:
.. furnish satisfactory evidence of insurability of the insured; and
.. meet our insurance underwriting guidelines and suitability rules.

If you want insurance coverage to start at the time the application is
submitted, a payment must be sent with the completed application. The amount is
shown on the Policy illustration provided by your registered representative. If
this amount is submitted with the application, a conditional receipt may be
given to you. The receipt acknowledges the initial payment and details any
interim conditional insurance coverage.


We reserve the right to reject any application or related premium if we
determine that our underwriting guidelines, suitability rules or procedures have
not been met.


Policy Date
- -----------
If we issue a Policy, a policy date is determined. Policies will not be dated on
the 29th, 30th or 31st of any month. Policies that would otherwise be dated on
these dates are dated on the 28th of the same month. Policies that are issued on
a COD basis and that would otherwise be dated on the 29th, 30th or 31st of a
month will be dated on the first day of the following month. The policy date is
shown on the current data pages. Current data pages are the most recent Policy
specification pages issued to a Policy owner and are located in the Policy.

Upon specific request and our approval, the Policy may be backdated. The policy
date may not be more than six months prior to the date of application (or
shorter period if required by state law). Payment of at least the monthly policy
charges is required for the backdated period. Monthly policy charges are
deducted from the policy value for the backdated period.


Effective Date
- --------------
The Policy date and the effective date are the same unless:

.. a backdated Policy date is requested; or
.. a Policy is applied for on a COD basis (the effective date is the date we
  received at least the monthly policy charge and all requirements for issuance
  of the Policy have been satisfied); or
.. application amendments are required (the effective date is the date we
  receive, review and accept amendments).

The insurance coverage does not take effect until you actually receive the
Policy. If the insured was to die before you actually receive the Policy, there
is no coverage under the Policy (coverage is determined solely under the terms
of conditional receipt, if any).


PAYMENT OF PREMIUMS
The amount and frequency of the premium payments affects the policy value, the
net policy value and how long the Policy remains in force. After the initial
premium, you may determine the amount and timing of subsequent premium payments
within certain restrictions. You must pay premiums to us at:
   Principal Financial Group Service Center
   P.O.Box 724447
   Atlanta GA 31139

Preauthorized withdrawals may be set up on a monthly basis (to allow us
automatically to deduct premium payments from a checking or other financial
institution account). We send premium reminder notices of the planned periodic
premium amount if an annual, semiannual or quarterly premium payment schedule is
established. Unscheduled payments may be sent to our service office.


TARGET PREMIUM,
The target premium is based on the gender, if applicable, age and risk
classification of the insured (see APPENDIX C - TARGET PREMIUM). The target
premium is a calculated premium amount used to determine the premium expense
charge and the surrender charge. The target premium is not required to be paid.
Payment of a required minimum premium provides for the Death Benefit Guarantee
Rider (as described in GENERAL PROVISIONS - Optional Insurance Benefits).

PREMIUM LIMITATIONS
In no event may the total of all premiums paid, both scheduled and unscheduled,
be more than the current maximum premium payments allowed for life insurance
under the Internal Revenue Code (the "Code"). If a premium payment is made that
would result in total premiums exceeding the current maximum limitation, we only
accept that portion of the payment that makes total premiums equal the maximum.
Unless otherwise directed, any excess will be returned and no further premiums
accepted until allowed by the current maximum premium limitations.

EXAMINATION PERIOD (FREE-LOOK PROVISION)
Under state law, the Policy may be returned for any reason during the
examination period. The request and the Policy must be mailed to us or returned
to the agent no later (as determined by the postmark) than the last day of the
examination period as shown below.

The examination period is the later of:
.. 10 days after the Policy is delivered to you; and
.. such later date as specified by applicable state law.

NOTE: If the purchase of this Policy is a replacement for another life insurance
     policy or an annuity contract, different examination periods may apply. In
     those states which require return of premium, we reserve the right to
     retain the initial net premium payment in the Money Market division longer
     than 10 days to correspond to the examination period of a particular
     state's replacement requirements.

ALLOCATION OF INITIAL PREMIUMS
We allocate initial net premiums on the later of the policy date or the
effective date.



Certain states require that the premium be refunded if the Policy is returned
during the examination period. If the Policy is issued in one of those states,
the initial net premium is allocated to the Money Market division on the later
of the policy date or the effective date. After the examination period, the
initial net premium is re-allocated to the divisions according to your
instructions. If the day following the examination period is not a business day,
the transfer will occur on the next business day.
     Example: If the examination period is 10 days and the effective date of the
           Policy is February 1st, at the close of business on February 11th,
           the net premium is reallocated to the division(s) that you selected.

If the Policy is issued in a state which does not require refund of premiums
paid, the initial net premium is allocated to the divisions on the later of the
policy date or the effective date. States which do not require refund of
premiums paid are: Alabama, Alaska, Arizona, Arkansas, California, Colorado,
Florida, Iowa, Kansas, Oregon, South Dakota, Tennessee, Washington, Wisconsin
and Wyoming. Different rules may apply if this Policy is a replacement for
another life insurance policy or an annuity contract.


Allocations are made to the divisions according to your instructions. The total
of all the percentages for the divisions must equal 100. The percentage
allocation for future premium payments may be changed, without charge, at any
time by:
.. sending a notice to our service office;
.. calling us (if telephone privileges apply (1-888-737-3855)); or
.. faxing the notice to us (1-770-690-1900).
The allocation changes are effective at the end of the valuation period in which
the new instructions are received.

NOTE: See GENERAL PROVISIONS - Delay of Payments.

POLICY VALUES
The policy value is equal to the sum of the values in the divisions and loan
account (see THE POLICY - Loan Account). The policy value also reflects premium
payments, partial surrenders, transaction charges, policy loans and the policy
expenses deducted from the divisions.

There is no guaranteed minimum division value. Its value reflects the investment
experience of the division. It is possible that the investment performance could
cause a loss of the entire amount allocated to the division. Without additional
premium payments or a rider, it is possible that no death benefit would be paid
upon the insured's death.


At the end of any valuation period, the Policy's value in a division is:
.. the number of units in the division attributable to the Policy
.. multiplied by the value of a unit in the division.

The number of units is the total of units purchased by allocations to the
division from:
.. the initial premium payment (less premium expense charges);
.. plus subsequent premium payments (less premium expense charges);
.. plus transfers from another division
minus units sold:
.. for partial surrenders from the division;
.. as part of a transfer to another division or the loan account; and
.. to pay monthly policy charges and any transaction fees.

Unit values are calculated each business day. To calculate the unit value of a
division, the unit value from the previous business day 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 calculated as follows:

  [{the share price of the underlying mutual fund at the end of the valuation
                     period before that day's transactions
                                      plus
the per share amount of the dividend (or other distribution) made by the mutual
                       fund during the valuation period}
                                   divided by
    the share price of the underlying mutual fund at the end of the previous
                valuation period after that day's transactions].

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 in the division attributable to the Policy.


DIVISION TRANSFERS
An unscheduled transfer may be requested or a periodic transfer established by:
.. sending the notice to our service office;
.. calling us (if telephone privileges apply (1-888-737-3855)); or
.. faxing the notice to us (1-770-690-1900).

The dollar amount or percentage to transfer from and to each division must be
specified. The transfer is made, and the values determined, as of the end of the
valuation period in which we receive the request. In states where allowed, we
reserve the right to reject transfer instructions from someone providing them
for multiple Policies for which he or she is not the owner. We also reserve the
right to modify or revoke transfer privileges (see GENERAL PROVISIONS - Market
Timing Disclosure).


Unscheduled Transfers
- ---------------------
Unscheduled transfers among divisions may be made. We reserve the right to
impose a transfer fee of up to $25 on each unscheduled transfer after the first
unscheduled transfer in a policy month. The fee, if any, is deducted from the
divisions according to the allocations used for the monthly policy charge.

Scheduled Transfers (dollar cost averaging (DCA))
- -------------------------------------------------
DCA is a program of automatic transfers out of one division into one or more of
the other divisions. You choose the investment options and the dollar amount and
timing of the transfers. DCA is designed to reduce the risks that result from
market fluctuations. It does 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.
Obviously, the success of this strategy depends on market trends and is 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      $                    15.00                           6
 June                  $       100      $                    20.00                           5
 Total                 $       600      $                    18.33                          35
                                         (average price per share)

 $600                   divided by                              35   $                   17.14
                                                (shares purchased)    (average cost per share)
 (amount invested)


In the example above, the average share price is $18.83. The average share cost
is $17.14.

Automatic transfers are made on a periodic basis without an additional charge.
.. The amount of the transfer is:
  . the dollar amount selected; or
  . a percentage of the division value as of the date specified (other than the
    29th, 30th or 31st).
.. You select the transfer date (other than the 29th, 30th or 31st) and the
  transfer frequency (annually, semi-annually, quarterly or monthly).
.. If the selected date is not a business day, the transfer is completed on the
  next business day.
.. Transfers continue until we receive notice to stop them or the interest in the
  division has a zero balance.
.. We reserve the right to limit the number of divisions from which simultaneous
  transfers are made. In no event will it ever be less than two.

AUTOMATIC PORTFOLIO REBALANCING (APR)
APR allows you to maintain a specific percentage of your net policy value in the
divisions over time.
     Example: You may choose to rebalance so that 50% of your policy values are
           in the Bond division and 50% in the Capital Value division. At the
           end of the specified period, market changes may have caused 60% of
           the value to be in the Bond division and 40% in the Capital Value
           division. By rebalancing, units from the Bond division are sold and
           the proceeds are used to purchase units in the Capital Value division
           so that 50% of the policy values are once again invested in each
           division.

APR may be elected at the time of application or after the Policy has been
issued. APR transfers:
.. do not begin until the expiration of the examination period;
.. are done without charge;
.. may be done on the specified frequency (monthly, quarterly, semiannual or
  annual) on a calendar year or policy year basis;
.. may be done by:
  . calling us (if telephone privileges apply (1-888-737-3855)); or
  . mailing the notice to our service office; or
  . faxing the request to us (1-770-690-1900).
.. are made at the end of the next valuation period after we receive the
  instruction; and
.. are not available if you have scheduled transfers from divisions.

POLICY LOANS
While the Policy is in effect and has a net surrender value, you may borrow
money from us with the Policy as the security for the policy loan.
.. The minimum policy loan is $500.
.. The maximum amount you may borrow is 90% of the net surrender value as of the
  date we process the policy loan.
.. If you elect telephone privileges, you may request a policy loan of $100,000
  or less by calling us at 1-888-737-3855. If you do not have telephone
  privileges or are requesting a policy loan of more than $100,000, the request
  must be made in writing.


.. Generally, policy loan proceeds are sent within five business days from the
  date we receive the request (see GENERAL PROVISIONS - Delay of Payments). Loan
  proceeds are sent to the owner's address of record.

LOAN ACCOUNT
When a policy loan is taken, a loan account is established. Units with a total
value equal to the amount of the loan are redeemed from the divisions. The
redemption proceeds are transferred to the loan account. You may instruct us on
the proportions to redeem from the divisions. If instructions are not provided,
the redemptions are taken in the same proportion as the allocation used for the
most recent monthly policy charge.

The loan account earns interest from the date of transfer. The loan account
interest rate is 4.00% per year. Interest accrues daily. Loan accounts are part
of our general account.


Interest is charged on the policy loan. During the first ten policy years, the
interest rate is 5.00% per year. After policy year ten, the interest rate is
4.30% per year. If coverage is extended beyond the maturity date, the interest
rate is 4.00% per year. Interest accrues daily and is due and payable at the end
of the policy year. If interest is not paid when due, it is added to the loan
amount. Adding unpaid interest to the loan amount causes additional units to be
redeemed from the division(s) and the redemption proceeds transferred to the
loan account. Redemptions are made in the same proportions as described above.


Outstanding policy loans and unpaid loan interest reduce the net policy value.
If the net policy value is less than the monthly policy charge on a monthly
date, the 61-day grace period provision applies (see POLICY TERMINATION AND
REINSTATEMENT - Policy Termination).


While the Policy is in force and before the insured dies, policy loans and loan
interest may be repaid, in whole or in part, as follows:
.. repayments are allocated to the division(s) in the proportions used for
  allocation of premium payments; and
.. payments that we receive that are not designated as premium payments are
  applied as loan repayments if a policy loan is outstanding.

A policy loan generally has a permanent effect on policy values. If a policy
loan had not been made, the policy value would reflect the investment experience
of the division(s). In addition, outstanding policy loans and unpaid loan
interest are subtracted from:
.. death proceeds at the death of the insured;
.. surrender value upon full surrender or termination of a Policy; and
.. maturity proceeds payable at maturity.

If the Policy lapses with an outstanding loan balance, there may be tax
consequences. Please consult a qualified tax advisor.


SURRENDERS

A request for any surrender must be in writing. The request must be signed by
all owners, irrevocable beneficiary(ies), if any, and any assignees.The
surrender is effective as of the end of the valuation period during which we
receive the written request for surrender.

Total and partial surrenders from the Policy are generally paid within five
business days of our receipt of the written request for surrender. Certain
delays in payment are permitted (see GENERAL PROVISIONS - Delay of Payments).


Full surrender
- --------------
The Policy may be surrendered on or before the maturity date while the Policy is
in effect. We will pay the net surrender value at the end of the valuation
period during which we receive the surrender request. If the full surrender is
within ten years of the policy date or a policy face amount increase, a
surrender charge is imposed. No adjustment is made to the net surrender value
for monthly policy charges deducted prior to a full surrender.



We reserve the right to require that the Policy be returned prior to making any
payment though this does not affect the net surrender value.


Partial surrender
- -----------------
After the first policy anniversary and prior to the maturity date, a part of the
net surrender value may be surrendered. The minimum amount of a partial
surrender is $500. The partial surrender may not be greater than 90% of the net
surrender value. A transaction fee of $25 is charged on each partial surrender
after the 2nd partial surrender in a policy year. The partial surrender may not
decrease the total face amount to less than $100,000. No surrender charge is
imposed on a partial surrender.

The policy value is reduced by the amount of the surrender plus any transaction
fee(s). We surrender units from the division(s) to equal the dollar amount of
the surrender request (plus any transaction fee). The surrender and transaction
fee, if any, is deducted from the division(s) according to the specified
surrender allocation percentages. If surrender allocation percentages are not
specified, we use the monthly policy charge allocation percentages.


If Death Benefit Option 1 is in effect and the death proceeds equal the total
face amount, the total face amount is reduced by the amount of the partial
surrender that is not deemed to be a preferred partial surrender. If the total
face amount had been increased, any reduction of the total face amount is made
on a last in, first out basis.



PREFERRED PARTIAL SURRENDER (AVAILABLE IF DEATH BENEFIT OPTION 1 IS IN EFFECT)
.. In any policy year, 5% of the net surrender value as of the end of the prior
policy year may be surrendered without a subsequent decrease in the total face
amount. Any amount surrendered in excess of 5% causes a reduction in the total
face amount. The 5% preferred partial surrender privilege is not cumulative from
year-to-year.


The maximum preferred partial surrender is equal to (a plus b) not to exceed (c)
where:
    (a) is the amount of the surrender (including any transaction fee);
    (b) is the amount of any preferred partial surrenders in the same policy
    year; and
    (c) is 5% of the net surrender value at the end of the prior policy year
      (not to exceed $100,000 in any policy year and not to exceed $250,000 over
      the life of the Policy).

If Death Benefit Option 2 is in effect, there is no reduction in the total face
amount upon a partial surrender.


If Death Benefit Option 3 is in effect and the death proceeds equal the total
face amount, the total face amount is reduced by the greater of (a) or (b)
where:
    (a) is the amount by which the total partial surrenders exceed total
    premiums paid*; and
    (b) is zero.
If the total face amount had been increased, any reduction of the total face
amount is made on a last in, first out basis.
    * Face amount reduction will be less if the face amount has already been
      reduced due to a prior partial surrender.


DEATH PROCEEDS AND RIGHTS


DEATH PROCEEDS
If the insured dies before the maturity date, we pay death proceeds. We must
receive:
.. proof of the death of the insured;
.. Beneficiary's Statement (Claim Form)*
.. Trust Agreement (if the beneficiary is a trust)
  * if the beneficiary is a corporation, the Claim Form must be signed by a
    corporate officer and submitted with a copy of the Articles of Incorporation
    or By-Laws indicating the authority of the officer's position and a Board
    resolution providing the name of the officer currently authorized to execute
    the Claim Form. The corporation must also submit a Certificate of Good
    Standing or Certificate of Existence provided by the state of incorporation.


Payment is made to any assignee. The remainder is paid to the named
beneficiary(ies) under the designated death benefit option (see GENERAL
PROVISIONS - Beneficiary).

The payments are made in cash lump sum or under a benefit option selected by the
beneficiary(ies). Death proceeds are calculated as of the date of the insured's
death and include:
.. the death benefit described below;
.. minus outstanding policy loans and unpaid loan interest;
.. minus any overdue monthly policy charges if the insured died during a grace
  period;
.. plus interest on the death proceeds as required by state law.

DEATH BENEFIT OPTION
The death benefit option is selected at the time of application. If a death
benefit option is not chosen, the Policy will be issued with Death Benefit
Option 1.

The three death benefit options available are:
.. Death Benefit Option 1 - the death benefit equals the greater of:
  . the total face amount; or
  . the amount found by multiplying the policy value by the applicable
    percentage*.
.. Death Benefit Option 2 - the death benefit equals the greater of:
  . the total face amount plus the policy value; or
  . the amount found by multiplying the policy value by the applicable
    percentage*.
.. Death Benefit Option 3 - the death benefit equals the greater of:
  . the total face amount plus the greater of a) premiums paid less partial
    surrenders or b) zero; or
  . the amount found by multiplying the policy value by the applicable
    percentage*.
    * The applicable percentage tables are in Appendix D and are based on our
      interpretation of Section 7702 of the Code as set forth in FEDERAL TAX
      MATTERS - IRS Definition of Life Insurance. The table which applies to
      your Policy is determined by your choice of either the guideline
      premium/cash value corridor test or the cash value accumulation test.

    Example: The following assumptions are made to demonstrate the use of the
           Tables found in Appendix D.
           Death Benefit Option: 1
           Face Amount: $750,000
           Policy Value: $650,000
           Definition of Life Insurance Test: Guideline Premium/Cash Value
           Corridor Test
           Attained Age: 65
           Risk Class: Class A
           Applicable Percentage: 120%
           Death Benefit = $780,000

           If the definition of Life Insurance Test was the Cash Value
           Accumulation Test, the applicable percentage would be 150.30%
           (assuming the insured is a male) and the death benefit would be
           $976,950.

CHANGE IN DEATH BENEFIT OPTION
The death benefit option may be changed prior to the insured's attained age 75.
The death benefit option may be changed on or after the first policy
anniversary. Up to two changes are allowed per policy year. The request must be
made in writing and approved by us. The effective date of the change will be the
monthly date that coincides with or next follows our approval. Changing the
death benefit option changes the future cost of insurance.

The option may not be changed from Death Benefit Option 1 to Death Benefit
Option 3 or from Death Benefit Option 2 to Death Benefit Option 3. We will
increase or decrease the total face amount so that the death benefit after the
change equals the death benefit immediately before the change.



..


       CHANGING FROM DEATH BENEFIT OPTION 1 TO DEATH BENEFIT OPTION 2
 We will decrease the total face amount. The amount of the decrease is equal
 to the policy value on the effective date of the change. If there have been
 increases in the total face amount, the decrease of total face amount will
 be made on a last in, first out basis. Because the death benefit can
 continue to increase under Death Benefit Option 2, we will require proof of
 insurability. Cost of insurance charges will likely increase. This example
 assumes that the policy face amount equals the total face amount.
 --------------------------
- -------------------------------------------------------------------------------
                                               
   TOTAL FACE AMOUNT            DEATH BENEFIT               POLICY VALUE
- -------------------------------------------------------------------------------
   BEFORE THE CHANGE          BEFORE THE CHANGE          BEFORE THE CHANGE
- -------------------------------------------------------------------------------
       $1,000,000                $1,000,000                   $50,000
- -------------------------------------------------------------------------------
    AFTER THE CHANGE          AFTER THE CHANGE            AFTER THE CHANGE
- -------------------------------------------------------------------------------
        $950,000                 $1,000,000                   $50,000
 ($1,000,000 - $50,000)      ($950,000+$50,000)
- -------------------------------------------------------------------------------




       CHANGING FROM DEATH BENEFIT OPTION 2 TO DEATH BENEFIT OPTION 1
 We will increase the total face amount. The amount of the increase is equal
 to the policy value on the effective date of the change. The total face
 amount increase will be in the same proportion as the policy face amount to
 the total face amount. Because the death benefit will not continue to
 increase under Death Benefit Option 1, no proof of insurability is required.
 Cost of insurance charges will likely decrease. This example assumes that
 the policy face amount equals the total face amount.
- -------------------------------------------------------------------------------
                                               
   TOTAL FACE AMOUNT            DEATH BENEFIT               POLICY VALUE
- -------------------------------------------------------------------------------
   BEFORE THE CHANGE          BEFORE THE CHANGE          BEFORE THE CHANGE
- -------------------------------------------------------------------------------
       $1,000,000                $1,050,000                   $50,000
                            ($1,000,000+$50,000)
- -------------------------------------------------------------------------------
    AFTER THE CHANGE          AFTER THE CHANGE            AFTER THE CHANGE
- -------------------------------------------------------------------------------
       $1,050,000                $1,050,000                   $50,000
 ($1,000,000 + $50,000)
- -------------------------------------------------------------------------------



       CHANGING FROM DEATH BENEFIT OPTION 3 TO DEATH BENEFIT OPTION 1
 We will increase the total face amount if the total premiums paid are
 greater than total partial surrenders (including any transaction fees) as of
 the effective date of the change. The increase will be in the same
 proportion as the policy face amount is to the total face amount. Because
 the death benefit will not continue to increase under Death Benefit Option
 1, no proof of insurability is required. Cost of insurance charges will
 likely decrease. This example assumes total premiums paid are $30,000, total
 partial surrenders are $10,000 and the policy face amount equals the total
 face amount.
 -----------------------------
- -------------------------------------------------------------------------------
                                                 
     TOTAL FACE AMOUNT            DEATH BENEFIT              POLICY VALUE
- -------------------------------------------------------------------------------
     BEFORE THE CHANGE          BEFORE THE CHANGE         BEFORE THE CHANGE
- -------------------------------------------------------------------------------
        $1,000,000                  $1,020,000                 $50,000
                          ($1,000,000+($30,000-$10,000))
- -------------------------------------------------------------------------------
     AFTER THE CHANGE              AFTER THE CHANGE            AFTER THE CHANGE
- -----------------------------------------------------------------------------------
        $1,020,000                    $1,020,000                   $50,000
 ($1,000,000 + ($30,000 -
         $10,000))
- -----------------------------------------------------------------------------------




- -----------------------------------------------------------------------------------------------------------------------------------
                                 CHANGING FROM DEATH BENEFIT OPTION 3 TO DEATH BENEFIT OPTION 2
 We will either increase or decrease the total face amount by subtracting the policy value from the greater of a) premiums paid
 less partial surrenders and b) zero. Because the death benefit can continue to increase under Death Benefit Option 2, we will
 require proof of insurability. Cost of insurance charges will likely increase. This example assumes that total premiums paid are
 $30,000, total partial surrenders are $10,000 and the policy face amount equals the total face amount.
 -------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                   
            TOTAL FACE AMOUNT                              DEATHBENEFIT                                POLICYVALUE
- -----------------------------------------------------------------------------------------------------------------------------------
            BEFORE THE CHANGE                            BEFORETHECHANGE                             BEFORETHECHANGE
- -----------------------------------------------------------------------------------------------------------------------------------
               $1,000,000                                   $1,020,000                                   $50,000
                                                  ($1,000,000+($30,000-$10,000))

- -----------------------------------------------------------------------------------------------------------------------------------
            AFTER THE CHANGE                              AFTERTHECHANGE                              AFTERTHECHANGE
- -----------------------------------------------------------------------------------------------------------------------------------
                $970,000                                    $1,020,000                                   $50,000
   ($1,000,000 + ($30,000 - $10,000) -                  ($970,000+$50,000)
                $50,000)
- -----------------------------------------------------------------------------------------------------------------------------------



MATURITY PROCEEDS
The maturity date is the policy anniversary where the insured's attained age is
100 and is shown on your current data pages. If the insured is living on the
maturity date and if the Extended Coverage Rider is not present, maturity
proceeds equal to the net surrender value are paid. If the Extended Coverage
Rider is present on the Policy but you wish to receive the maturity proceeds at
the Policy's maturity and avoid conversion to Death Benefit Option 1, you must
send instructions to our service office.

The payment is either a cash lump sum on the maturity date or under the benefit
payment option you have selected. After the payment, the Policy then terminates.
Only if the Extended Coverage Rider is present on the Policy will the maturity
date automatically be extended to the date of the insured's death (as explained
in GENERAL PROVISIONS - Optional Insurance Benefits).


ADJUSTMENT OPTIONS
Increase in total face amount
- -----------------------------
An increase in total face amount may be requested at any time provided that the
monthly policy charges are not being waived under a rider. The minimum increase
in total face amount is $10,000.

The request must be made on an adjustment application. The application must be
signed by the owner(s) and the insured. If the request is not approved, no
changes are made to the Policy.


We will approve the request if:
.. the insured is alive at the time of the request; and
.. the attained age of the insured is 75 or less at the time of the request; and
.. we receive evidence satisfactory to us that the insured is insurable under our
  underwriting guidelines in place at the time of the request; and
.. the death proceeds minus the policy value do not exceed our maximum limits as
  defined under our underwriting guidelines then in effect.

The increase in total face amount is in a risk classification determined by us.
No examination period applies to an increase in total face amount.


Any payment made with the adjustment application is held in our general account
without interest. If we approve the adjustment, the amount of the premium
payment being held minus the premium expense charge is moved to the divisions on
the effective date of the adjustment. The current premium allocation percentages
are used to make this allocation. Approval of an adjustment can take from one to
ninety days. The adjustment is effective on the monthly date on or next
following our approval of the request.


The cost of insurance charge will increase in the event of an increase in the
total face amount. If there is insufficient value to pay the higher charges
after an increase in total face amount, the Policy will lapse unless the death
benefit guarantee rider is in effect. The entire Policy would be at risk of
lapsing, not just the incremental increase in face amount.


Decrease in total face amount
- -----------------------------
On or after the first policy anniversary, a decrease in the total face amount
may be requested. No transaction fee is imposed on decreases in the total face
amount. A decrease in face amount lowers the cost of insurance charges. A
decrease is requested as follows:
.. the request must be made on an adjustment application;
.. the application must be signed by the owner(s);
.. monthly policy charges are not being waived under a waiver rider; and
.. the decrease may not reduce the total face amount below $100,000.

A decrease may not be allowed if the decrease would cause a refund of premium
and/or the distribution of the policy value in order to maintain compliance with
the limits required by the Code relating to the definition of life insurance.



CHARGES AND DEDUCTIONS


We make certain charges and deductions to support operation of the Policy and
the separate account. Some charges are deducted from premium payments when they
are received. Other charges are deducted on a monthly basis while transaction
fees are deducted at the time of the transaction.


PREMIUM EXPENSE CHARGE


                                       CURRENT PREMIUM EXPENSE CHARGE (AS A % OF PREMIUM PAID)*
                                       ----------------
 YEARS SINCE ISSUE OR ADJUSTMENT  SALES CHARGE**  STATE AND LOCAL TAXES  FEDERAL TAXES       TOTAL
 -------------------------------  --------------  ---------------------  -------------       -----
                                                                            
 1 through 5                          6.50%               2.20%              1.25%           9.95%
 more than 5 years                    6.50                2.20               1.25            9.95%



    *Deducted from premiums paid in each period. The premium expense charge
      also applies to premiums attributable to a face amount increase.
    **The sales charge on premiums in excess of Target Premium is reduced to
      5.0% in years 1 through 5.

The sales charge is intended to pay us for distribution expenses. These expenses
include commissions paid to registered representatives, printing of prospectuses
and sales literature, and advertising. Sales charges received in any policy year
are not necessarily related to actual distribution expenses incurred in that
year. We expect that the majority of the expenses are incurred in the early
years of a Policy and that any deficit is made up during the life of the Policy.


If distribution expenses are more than the sales charge (including the sales
charge portion of the surrender charge), the deficit is made up from our other
assets or surplus in our general account.


MONTHLY POLICY CHARGE
The monthly policy charge is intended to cover certain charges and expenses
incurred in connection with the Policy. Deductions are made up of:
.. a charge for the cost of insurance;
.. a charge for any optional benefit added by rider(s); and
.. an asset based charge.

On the policy date and each monthly date thereafter, we deduct the monthly
policy charge from the policy value. The deduction is made using the current
monthly policy charge allocation percentages. The allocation percentages may be:
.. the same as allocation percentages for premium payments;
.. determined on a prorated basis; or
.. determined by any other allocation method which we agree upon.

If you do not designate monthly policy charge allocation percentages, they will
be the same as the allocation percentages for premium payments. The total of the
allocation percentages must equal 100. Allocation percentages may be changed
without charge. A request for an allocation change is effective on the next
monthly date after the request is received. If we cannot follow the instructions
because of insufficient value in any division, the monthly policy charge is
deducted on a prorated basis.


COST OF INSURANCE CHARGE
The monthly cost of insurance charge is (a) multiplied by ((b) minus (c)) where:
    (a) is the cost of insurance rate (described below) divided by 1,000;
    (b) is the death benefit at the beginning of the policy month; and
    (c) is the policy value at the beginning of the policy month calculated as
    if the monthly policy charge was zero.

Monthly cost of insurance rates can range from $0.04 to $1,000.00 per $1,000 of
total face amount.

The cost of insurance rate at issue and for any underwritten total face amount
increase is based on the gender*, issue age and age at adjustment, duration
since issue and since adjustment, smoking status, and risk classification of the
insured. We determine the rate based on our expectation as to investment
earnings, expenses, mortality and


persistency experience. Changes in the cost of insurance rates apply to all
individuals of the same age, gender* and risk classification. The rate for the
total face amount will never exceed the rate shown in the Table of Guaranteed
Maximum Cost of Insurance Rates in the Policy. The guaranteed maximum cost of
insurance rate is based on the gender*, attained age and risk classification of
the insured.
  * The cost of insurance rate for Policies issued in states which require
    unisex pricing or in connection with certain employment related insurance
    and benefit plans is not based on the gender of the insured.


ASSET BASED CHARGE
The expense risk we assume is that expenses incurred in issuing and
administering the Policy are greater than we estimated. The Company expects to
make a profit from this charge to the extent it is not needed to provide
benefits and pay expenses under the Policies.

Each month, we deduct a charge for these risks. The annual rate of the charge,
as a percentage of the net policy value, is 0.40% in the first ten policy years
and 0.30% after the tenth policy year. We reserve the right to increase the
annual rate but guarantee that the maximum annual rate will not exceed 0.60%. If
we increase the annual rate, the increase will only apply to policies issued on
or after the date of the increase.


SURRENDER CHARGE
Surrender charges vary based on the issue age, target premium of the policy and
the number of policy years since issue or adjustment. The charge applies only
during the first ten policy years unless there is a policy face amount increase.
A policy face amount increase has its own surrender charge period that begins on
the adjustment date. The total surrender charge on the policy is the sum of the
surrender charges for the policy face amount at issue and each policy face
amount increase. The surrender charge is not affected by any decrease in policy
face amount or any change in policy face amount resulting from a change of death
benefit options.

The surrender charge compensates us for expenses relating to the sale of the
Policy. These include commissions, advertising and printing of prospectuses and
sales literature. The surrender charge also reimburses us for expenses incurred
in issuing the Policy. These expenses include processing the application
(primarily underwriting) and setting up records. This charge is intended to
cover the average anticipated issue expenses for all Policies. There may not be
a direct relationship between the amount of the charge for any given Policy and
the amount of expenses attributable to that Policy.


The surrender charge on an early surrender or Policy lapse is significant. As a
result, you should purchase a Policy only if you have the financial capacity to
keep it in force for a substantial period of time.


Surrender charge percentage
- ---------------------------
The surrender charge is (a) multiplied by (b) where:
    (a) is the target premium shown in Appendix B;
    (b) is the percentage shown below which varies by issue age (or age at the
    time of a face amount increase):


                                     DEFERRED SALES CHARGE (AS % OF TARGET PREMIUM)
    -----------------------------------------------------------------------------------
             POLICY YEAR              AGES 20-65*      AGES 66-70*       AGES 71-75*
    -----------------------------------------------------------------------------------
                                                             
                  1                       75               75                55
    -----------------------------------------------------------------------------------
                  2                       75               70                50
    -----------------------------------------------------------------------------------
                  3                       75               65                45
    -----------------------------------------------------------------------------------
                  4                       70               60                40
    -----------------------------------------------------------------------------------
                  5                       60               50                35
    -----------------------------------------------------------------------------------
                  6                       50               45                30
    -----------------------------------------------------------------------------------
                  7                       40               35                25
    -----------------------------------------------------------------------------------
                  8                       30               30                20
    -----------------------------------------------------------------------------------
                  9                       20               20                15
    -----------------------------------------------------------------------------------
                  10                      10               10                 5
    -----------------------------------------------------------------------------------


               * Age since issue or adjustment



TRANSACTION CHARGES
A transaction fee of $25 is charged on each partial surrender after the 2nd
partial surrender in a policy year. We reserve the right to impose a transfer
fee of up to $25 on each unscheduled transfer after the first unscheduled
transfer in a policy month.

The transaction fee, if any, and transfer fee, if any, are deducted from the
division(s) according to the specified surrender allocation percentages. If
surrender allocation percentages are not specified, we use the monthly policy
charge allocation percentages.


OTHER CHARGES
The assets of each division are used to purchase shares in a corresponding
mutual fund at net asset value. The net asset value of the mutual fund reflects
management fees and operating expenses already deducted from the assets of the
mutual fund. Current management fees and operating expenses for each mutual fund
are shown in the section of the Summary entitled Charges and Deductions - Other
Charges.

SPECIAL PROVISIONS
Charges and deductions may be reduced for Policies purchased under an
arrangement where the size or nature of the group results in savings in sales,
underwriting, administration or other costs. Reductions may be available to
employees, officers, directors, agents and immediate family members of the group
arrangement. Reductions are made under our rules in effect on the date a Policy
application is approved and are based on certain criteria (size of group,
expected number of participants, anticipated premium payments, total assets
under management for the Policy owner).

We may modify, on a uniform basis, both the amounts of reductions and the
criteria for qualification. Reductions in these charges will not discriminate
unfairly against any person, including the affected owners and all other policy
owners with policies funded with the separate account.


In addition, groups may apply for flexible underwriting. If flexible
underwriting is granted, the cost of insurance charge may increase because of
higher anticipated mortality experience. Flexible underwriting programs
currently available include: batch underwriting, simplified issue underwriting
and guaranteed issue underwriting.


POLICY TERMINATION AND REINSTATEMENT


POLICY TERMINATION
If the net policy value on any monthly date is less than the monthly policy
charge, a 61-day grace period begins. The grace period begins when we send a
notice of pending lapse. The notice:
.. is mailed to your last known post office address;
.. shows the minimum payment required to keep the Policy in force; and
.. shows the 61-day period during which we will accept the required payment.

The minimum required payment is (a) plus ((b) divided by (c)) where:
    (a) is the amount by which the net policy value is less than zero before
      deducting the month policy charge on the monthly date preceding the grace
      period;
    (b) is three monthly policy charges; and
    (c) is 1 minus the maximum premium expense charge.
The maximum premium expense charge is shown in CHARGES AND DEDUCTIONS - Premium
Expense Charge.
     Example:

      Policy Value - $5,000
      Loan Balance - $4,000
      Net Policy Value - $1,000 (Policy Value - Loan Balance)
      Monthly Policy Charge - $1,500
      Maximum Premium Expense Charge - 9.95%

      Minimum required payment is $0 + ((3 x $1,500)/(1 - .0995)) = $4,997.22


This payment is intended to reimburse us for the monthly policy charges during
the grace period. To cover past due monthly policy charges, if the grace period
ends before we receive the minimum payment, we keep any remaining value in the
Policy.


The Policy is in force during a grace period. If we do not receive the required
payment, the Policy terminates as of the end of the grace period. If the insured
dies during a grace period, policy proceeds are reduced by:
.. all monthly policy charges due and unpaid at the death of the insured; and
.. any outstanding policy loans and unpaid loan interest.

The Policy also terminates when:
.. the Policy is surrendered;
.. death proceeds are paid; or
.. maturity proceeds are paid.
When the Policy terminates, all of the owner's Policy rights and privileges end.

Neither partial surrenders nor policy loans may be made during a grace period.


REINSTATEMENT
Subject to certain conditions, a Policy that terminated because of insufficient
policy value may be reinstated. The Policy may only be reinstated:
.. prior to the maturity date and while the insured is alive;
.. upon our receipt of satisfactory evidence of insurability (according to our
  underwriting guidelines then in effect);
.. if payment of a reinstatement premium is made; and
.. if the application for reinstatement is mailed to us within three years of the
  Policy termination (in some states, we must provide a longer period of time
  for Policy reinstatement).

The reinstatement premium is calculated using the formulas found above in POLICY
TERMINATION AND REINSTATEMENT - Policy Termination. If a policy loan or loan
interest was unpaid when the Policy terminated, the policy loan must be
reinstated or repaid (loan interest is not collected for the period the Policy
was terminated).


We do not require payment of monthly policy charges during the period the Policy
was terminated. Reinstatement is effective on the next monthly date following
our approval of the reinstatement application. Premiums received with the
reinstatement application are held in our general account without interest until
the reinstatement date. They are allocated to the selected division(s) on the
reinstatement date. We will use the premium allocation percentages in effect at
the time of termination of the Policy unless you provide new allocation
instructions. The reinstated Policy has the same policy date as the original
Policy. Your rights and privileges as owner are restored upon reinstatement.


OTHER MATTERS


VOTING RIGHTS
We vote division shares at shareholder meetings of the underlying mutual funds.
We follow the voting instructions received from people having the voting
interest in the division shares.

You have a voting interest under a Policy. You have one vote for each $100 of
policy value in the division. Fractional votes are allocated for amounts less
than $100. The number of votes on which you have the right to instruct us is
determined as of a date established by the mutual fund for setting the
shareholders eligible to vote.


According to procedures adopted by the mutual fund, voting instructions may be
solicited by a written proxy statement before a shareholder meeting. We vote
other underlying mutual fund shares, for which no voting instructions are
received, in the same proportion as the shares for which we receive voting
instructions. Underlying mutual fund shares held in our general account are
voted in proportion to instructions that are received with respect to the
participating policies.



If we determine, under applicable law, that underlying mutual fund shares need
not be voted according to the instructions received, we may vote underlying
mutual fund shares held in the separate account in our own right.


We may, when required by state insurance regulatory authorities, disregard
voting instructions. This may be done if the instructions would require shares
to be voted to:
.. change a subclassification or investment objective of the underlying mutual
  fund;
.. disapprove an investment advisory contract of the underlying mutual fund; or
.. approve changes initiated by an owner in the investment policy or investment
  advisor of the underlying mutual fund if we reasonably disapprove of the
  changes.

The change would be disapproved only if:
.. the proposed change is contrary to state law;
.. prohibited by state regulatory authorities; or
.. we determine the change is inconsistent with the investment objectives of the
  division.

STATEMENT OF VALUES
An annual statement is sent each year. The statement will show:
.. current death benefit amount;
.. current policy value and net surrender value;
.. all premiums paid since the last statement;
.. all charges since the last statement;
.. any outstanding policy loans and unpaid loan interest;
.. any partial surrenders since the last statement;
.. the number of units and unit value;
.. total value of each of the divisions;
.. designated beneficiary(ies); and
.. all riders included in the Policy.

You will also receive a statement with the same information as of the end of
each calendar quarter. At any time, you may request a current statement by
telephoning 1-888-737-3855.


We also send the reports required by the Investment Company Act of 1940 (as
amended).


SERVICES AVAILABLE VIA THE TELEPHONE
If you elect telephone privileges, instructions for the following transactions
may be given to us via the telephone:
.. change in allocations of future premium payments;
.. change in allocation of the monthly policy charge;
.. change to APR instructions;
.. change to DCA instructions;
.. unscheduled division transfers; and
.. requesting a policy loan (of $100,000 or less).

Instructions:
.. may be given by calling us at 1-888-737-3855 between 8a.m. and 5 p.m. Eastern
  Time on any day that the NYSE is open;
.. must be received by us before the close of the NYSE (generally 4:00 p.m.
  Eastern Time) to be effective the day they are given; and
.. are effective the next business day if not received until after the close of
  the NYSE.

Although neither the separate account nor the Company is responsible for the
authenticity of telephone transaction instructions, the separate account and the
Company reserve the right to refuse telephone instructions. YOU ARE LIABLE FOR A
LOSS RESULTING FROM A FRAUDULENT TELEPHONE INSTRUCTION THAT WE REASONABLY
BELIEVE IS GENUINE. We use reasonable procedures to assure instructions are
genuine. If the procedures are not followed, we may be liable for loss due to
unauthorized or fraudulent transactions. The procedures for telephone
instructions include: recording all


telephone instructions and requesting personal identification information (name,
phone number, social security number, birth date, etc.).


GENERAL PROVISIONS


THE CONTRACT
The entire contract is made up of the Policy and all applications, amendments,
riders and endorsements attached to the Policy, current data pages, copies of
any supplemental applications, amendments, endorsements and revised Policy or
data pages which are mailed to you. No statement, unless made in an application,
is used to void a Policy (or void an adjustment in the case of an adjustment
application). Only our corporate officers can agree to change or waive any
provisions of a Policy. Any change or waiver must be in writing and signed by an
officer of the Company.

OPTIONAL INSURANCE BENEFITS
Subject to certain conditions, one or more optional insurance benefits may be
added to the Policy. These include but are not limited to:
.. supplemental benefit rider (yearly renewable term)
.. extended coverage rider
.. death benefit guarantee rider (only available at the time the Policy is issued
  and is not available in conjunction with the supplemental benefit rider)
.. change of insured rider
.. accounting benefit rider

Detailed information concerning optional insurance benefits may be obtained from
an authorized agent or our home office. NOT ALL OPTIONAL INSURANCE BENEFITS ARE
AVAILABLE IN ALL STATES. The cost, if any, of an optional insurance benefit is
deducted as part of the monthly policy charge.


Supplemental Benefit Rider
- --------------------------
This rider is intended to allow for flexibility in funding design. For an
additional charge, this rider provides an additional face amount and an
additional death benefit. The use of this rider disqualifies the use of the
Death Benefit Guarantee Rider.

Death Benefit Guarantee Rider
- -----------------------------
This rider guarantees the Policy will not lapse before the insured's attained
age 85 provided that the cumulative death benefit guarantee premium requirement
is met. This rider is automatically made a part of the Policy unless the
Supplemental Benefit Rider is used.

There are no policy charges for the death benefit guarantee rider. Rather, a
required minimum premium level is defined for the rider benefit to be provided.
The death benefit guarantee premium requirement is met if (a) is greater than or
equal to (b) where:
    (a) is the sum of all premiums paid less any partial surrenders and any
      outstanding policy loans and loan interest; and
    (b) is the sum of the death benefit guarantee monthly premiums from the
      policy date to the most recent monthly date.
The most recent death benefit guarantee premium is shown on the current data
page.

The death benefit guarantee premium is based on the issue age, gender (where
permitted by law), smoking status and risk classification of the insured. This
premium may change if:
.. the total face amount is changed;
.. a rider is added or deleted; or
.. an adjustment is made to the Policy.
As a result of a change, an additional premium may be required to satisfy the
new death benefit guarantee premium requirement.



Payment of this premium will keep your policy in force to the insured's age 85
provided that the cumulative death benefit guarantee premium requirement is met.
However, payment of this minimum premium does not allow you to take advantage of
the potential for building up a significant account value. When your death
benefit guarantee rider terminates, it may be necessary for you to pay
significantly higher premiums in order to maintain your contract.


Accounting Benefit Rider
- ------------------------
For an additional charge, this rider provides if the Policy is surrendered, any
surrender charge which would otherwise apply will be waived. This waiver of
surrender charge does not apply to a Policy which is surrendered for the purpose
of replacing it with a policy from another company, including Code Section 1035
exchanges. Our approval, under our then current underwriting guidelines, is
required to add this rider.

Extended Coverage Rider
- -----------------------
This rider, which is automatically included on each Policy, allows the Policy to
remain in force beyond the maturity date. Under the rider, at maturity of the
Policy, the maturity date is automatically extended to the date of the insured's
death. There is no charge for this rider and at maturity the Policy
automatically changes to Death Benefit Option 1 and no future adjustments are
allowed.

MISSTATEMENT OF AGE OR GENDER
If the age or, where applicable, gender of the insured has been misstated, we
adjust the death benefit payable under the Policy to reflect the amount that
would have been payable at the correct age and gender.

ASSIGNMENT
You may assign the Policy. 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 must be made in writing and filed with us at our service office.
The irrevocable beneficiary(ies), if any, must authorize any assignment in
writing. Your rights, as well as those of the beneficiary(ies), are subject to
any assignment on file with us.


OWNERSHIP
You may change the ownership designation 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. We reserve the right to require that the
Policy be sent to us so that we can record the change.

Unless changed, the owner is as named in the application. The owner may exercise
every right and privilege of the Policy, subject to the rights of any
irrevocable beneficiary(ies) and any assignee(s).


All rights and privileges of ownership of a Policy end if the Policy is
surrendered, death or maturity proceeds are paid, or if the grace period ends
without our receiving the payment required to keep the Policy in force.


If an owner dies before the Policy terminates, the surviving owner(s), if any,
succeeds to that person's ownership interest, unless otherwise specified. If all
owners die before the Policy terminates, the Policy passes to the estate of the
last surviving owner. If the owner is not a natural person and is no longer in
existence, the insured becomes the owner unless otherwise required by law. With
our consent, you may specify a different arrangement for contingent ownership.


BENEFICIARY
You have the right to name a beneficiary(ies) and contingent beneficiary(ies).
This may be done as part of the application process or by sending us a written
request. Unless an irrevocable beneficiary has been named, the beneficiary
designation may be changed by sending us a written request. After approval, the
change is effective as of the date the request for change was signed. We reserve
the right to require that the Policy be sent to us so that we can record the
change.

If no beneficiary(ies) survives the insured, the death proceeds are paid to the
owner or the estate of the owner.


BENEFIT INSTRUCTIONS
While the insured is alive, you may give us instructions for payment of death
proceeds under one of the benefit options of the Policy. The instructions or
changes to the instructions must be in writing. If you change the
beneficiary(ies), prior benefit instructions are revoked.

BENEFIT PAYMENT OPTIONS
While the insured is alive, you may arrange for death proceeds to be paid in a
lump sum or under one of several fixed benefit payment options. These choices
are also available if the Policy is surrendered or matures.
.. Special Benefit Arrangement - A specially designed benefit payment option may
  be arranged with our approval.
.. Life Income - We pay income during a person's lifetime. A minimum guaranteed
  period may be used. If the payee dies after payments begin but before the end
  of any guaranteed period, the remaining payments are paid to a payee named
  under the benefit option.
.. Joint and Survivor Life Income - We pay income during the lifetime of two
  people and continue until the death of the survivor. If both persons die after
  payments begin but before the end of any guaranteed period, the remaining
  payments are paid to a payee named under the benefit option.
If no beneficiary(ies) survives the insured, the death proceeds will be paid to
the owner or to the owner's estate unless otherwise specified.

Interest at a rate set by us, but never less than required by state law, will be
applied to calculate the amount of the payment.


RIGHT TO EXCHANGE POLICY
The Policy may be exchanged for a new universal life insurance policy on the
life of the insured which is made available by the Company for this purpose. The
new policy will not be a term insurance policy or a variable life insurance
policy. Evidence of insurability will not be required.

The exchange must be made during the first 24 months from the policy date while
the Policy is in force and not in a grace period. The exchange is effective upon
our receipt of written notice. This Policy then terminates. The new policy has
the same policy date as this Policy.


The new policy has the same death benefit as this Policy unless required to be
higher in order to qualify as "life insurance" as defined in Section 7702 of the
Code, as amended. The new policy is based on the same issue age, gender (if
applicable) and risk classification as this Policy.


No additional charge is made for this exchange privilege. Any outstanding policy
loan and unpaid loan interest must be repaid or transferred to the new policy.


NON-PARTICIPATING POLICY
The Policies do not share in any divisible surplus of the Company.

INCONTESTABILITY
After a period of two years from the policy date, we will not contest the
insurance coverage provided by the Policy. Any total face amount increase has
its own two-year contestability period that begins on the effective date of the
adjustment. In many states, the time limit in the incontestability period does
not apply to fraudulent misrepresentations.

SUICIDE
Death proceeds are not paid if the insured dies by suicide, while sane or
insane, within two years of the policy date (or two years from the date of total
face amount increase with respect to such increase). In the event of the suicide
of the insured within two years of the policy date, our only liability is a
refund of premiums paid, without interest, minus any outstanding policy loans
and unpaid loan interest and partial surrenders. In the event of suicide within
two years of a total face amount increase, our only liability with respect to
that increase is a refund of the cost of insurance for the increase. This amount
will be paid to the beneficiary(ies).



DELAY OF PAYMENTS
Payment upon return of the Policy, full or partial surrender, policy loan,
death, maturity or the transfer to or from a division are generally made within
five days after we receive instructions in a form acceptable to us. This period
may be shorter where required by law. However, the payments 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 fund of securities owned by it is not reasonably practicable;
  . it is not reasonably practicable for a fund to fairly determine the value of
    its net assets; or
  . the SEC permits suspension.

If payments are delayed and your instruction is not canceled by written
instruction, the amount of the transaction is determined the first business day
following the expiration of the permitted delay. The transaction is made within
five days thereafter.


In addition, payments on surrenders attributable to a premium payment made by
check may be delayed up to 15 days. This permits payment to be collected on the
check.


MARKET TIMING DISCLOSURE
The Policy does not permit excessive trading or market timing. Market timing
activity can disrupt management strategy of the underlying mutual funds and
increase expenses, which are borne by all Policy owners. We reserve the right to
reject excessive exchanges or purchases if we deem that the trade would disrupt
the management of the separate account, any division or any underlying mutual
fund. In addition, we may suspend or modify transfer privileges at any time to
prevent transactions that could disadvantage other Policy owners. These
modifications could include, but not be limited to:
.. requiring a minimum time period between each transfer;
.. not accepting transfer requests from someone providing them for multiple
  Policies for which he or she is not the owner; or
.. limiting the dollar amount that a Policy owner may transfer at any one time.

ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS
We reserve the right to make certain changes if, in our judgement, they best
serve your interests or are appropriate in carrying out the purpose of the
Policy. Any changes are made only to the extent and in the manner permitted by
applicable laws. Also, when required by law, we will obtain your approval of the
changes and approval from any appropriate regulatory authority. Approvals may
not be required in all cases. Examples of the changes we may make include:
.. transfer assets in any division to another division;
.. add, combine or eliminate divisions; or
.. substitute the shares of a division for shares in another division:
  . if shares of a division are no longer available for investment; or
  . if in our judgement, investment in a division becomes inappropriate
    considering the purposes of the division.

If we eliminate or combine existing divisions or transfer assets from one
division to another, 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 change, or b) the date you receive notice of the options
available. You may only exercise this right if you have an interest in the
affected division(s).


OFFICERS AND DIRECTORS OF PRINCIPAL MANAGEMENT CORPORATION


The officers and directors of the investment advisor, Principal Management
Corporation, are shown below. This list includes some of the same people
(designated by *), who are serving in the same capacities as officers and
directors


of the underwriter, Princor Financial Services Corporation ("Princor"). The
principal business address for each officer and director is: Principal Financial
Group, Des Moines, Iowa 50392.


                               
*JOHN EDWARD ASCHENBRENNER         Director
*PATRICIA ANN BARRY                Assistant Corporate Secretary
*CRAIG LAWRENCE BASSETT            Treasurer
*MICHAEL JON BEER                  Executive Vice President
*MICHAEL THOMAS DALEY              Director
*RALPH CRAIG EUCHER                Director and President
*ARTHUR SIGLIN FILEAN              Senior Vice President
*DENNIS PAUL FRANCIS               Director
*PAUL NORMAN GERMAIN               Vice President - Mutual Fund Operations
*ERNEST HAROLD GILLUM              Vice President - Product Development
                                   Senior Vice President and Corporate
*JOYCE NIXSON HOFFMAN              Secretary
                                   Senior Vice President - Marketing and
*JOHN RANDALL LEPLEY               Distribution
LAYNE ALLAN RASMUSSEN              Controller - Mutual Funds
*MICHAEL DENNIS ROUGHTON           Counsel
*JAMES FRANKLIN SAGER              Vice President
                                   Assistant Vice President - Registered
*JEAN BETSY SCHUSTEK               Products
*KAREN ELIZABETH SHAFF             Director
                                   Senior Vice President and Chief Financial
*KIRK LLOYD TIBBETTS               Officer
*LARRY DONALD ZIMPLEMAN            Director






PRINCIPAL LIFE INSURANCE COMPANY:


EXECUTIVE OFFICERS (OTHER THAN DIRECTORS)


                              
JOHN EDWARD ASCHENBRENNER         Executive Vice President
PAUL FRANCIS BOGNANNO             Senior Vice President
GARY MERLYN CAIN                  Senior Vice President
MICHAEL THOMAS DALEY              Executive Vice President
CHARLES ROBERT DUNCAN             Senior Vice President
DENNIS PAUL FRANCIS               Senior Vice President
                                  Executive Vice President and Chief Financial
MICHAEL HARRY GERSIE              Officer
THOMAS JOHN GRAF                  Senior Vice President
ROBB BRYAN HILL                   Senior Vice President
JOYCE NIXSON HOFFMAN              Senior Vice President and Corporate Secretary
DANIEL JOSEPH HOUSTON             Senior Vice President
ELLEN ZISLIN LAMALE               Senior Vice President and Chief Actuary
                                  Senior Vice President and Chief Investment
JULIA MARIE LAWLER                Officer
JAMES PATRICK MCCAUGHAN           Executive Vice President
MARY AGNES O'KEEFE                Senior Vice President
KAREN ELIZABETH SHAFF             Senior Vice President and General Counsel
ROBERT ALLEN SLEPICKA             Senior Vice President
NORMAN RAUL SORENSEN              Senior Vice President
                                  Senior Vice President and Chief Information
CARL CHANSON WILLIAMS             Officer
LARRY DONALD ZIMPLEMAN            Executive Vice President






DIRECTORS

Principal Life Insurance Company is managed by a Board of Directors. The
directors of the Company, their positions with the Company, including Board
Committee memberships, and their principal occupation during the last five
years, are as follows:


    NAME, POSITIONS AND          PRINCIPAL OCCUPATION DURING LAST 5 YEARS
    ------OFFICES------          ----------------------------------------
          -------
                         
                             President and Chief Executive Officer of AT&T
                             Consumer since April 2001. Executive Vice
   BETSY JANE BERNARD        President - National Mass Markets of Qwest
   Director                  Communications, formerly US West, 2000-2001;
   Chair, Nominating         Executive Vice President - Retail Markets, US
   Committee                 West, 1998-2000; President and Chief Executive
                             Officer, US WEST Long Distance, 1997-1998;
                             President and Chief Operating Officer, Avirnex,
                             July 1997 - December 1997; President and Chief
                             Executive Officer, Pacific Bell Communications,
                             Pacific Telesis, 1995-1997.

                             Executive Vice President and Chief Marketing
                             Officer of Office Depot, Inc. since 2002.
   JOCELYN CARTER-MILLER     Corporate Vice President and Chief Marketing
   Director                  Officer, Motorola, Inc., 1999-2002; Vice
   Member, Audit Committee   President, 1998-1999; Vice President and General
                             Manager, 1997-1998.

   GARY EDWARD COSTLEY       Chairman and Chief Executive Officer of
   Director                  International Multifoods Corporation since 2001.
   Member, Human Resources   Chairman, President and Chief Executive Officer,
   Committee                 1997-2001.

   DAVID JAMES DRURY         Retired. Chairman, Principal Life Insurance
   Director                  Company 2000-2002. Chairman and Chief Executive
   Member, Executive         Officer, 1995-2000.
   Committee

   CHARLES DANIEL GELATT,
   JR.
   Director
   Member, Executive         President, NMT Corporation since 1986.
   Committee
   Member, Human Resources
   Committee

   JOHN BARRY GRISWELL
   Director, Chairman of     Chairman of the Board, President and Chief
   the Board                 Executive Officer of Principal Life Insurance
   Chair, Executive          Company since 2002. President and Chief Executive
   Committee                 Officer, 2000-2002; President, 1998-2000;
                             Executive Vice President, 1996-1998.

                             Executive Vice President and Chief Financial
   SANDRA LYNN HELTON        Officer of Telephone & Data Systems, Inc. since
   Director                  1998. Vice President and Corporate Controller,
   Member, Audit Committee   Compaq Computer Corporation, 1997-1998. Prior
                             thereto, Senior Vice President and Treasurer of
                             Corning Incorporated, 1994-1997.

   CHARLES SAMUEL JOHNSON    Retired. Executive Vice President, DuPont,
   Director                  1999-2000; Chairman, President and Chief
   Member, Human Resources   Executive Officer, Pioneer Hi-Bred International,
   Committee                 Inc., 1996-1999.

   WILLIAM TURNBALL KERR
   Director                  Chairman, President & Chief Executive Officer of
   Member, Executive         Meredith Corporation since 1998. President and
   Committee                 Chief Executive Officer, 1997-1998; President and
   Chair, Human Resources    Chief Operating Officer, 1994-1997.
   Committee

                             Chairman of the Board of W.W. Grainger, Inc.
   RICHARD LEE KEYSER        since 1997. Chief Executive Officer, 1995 to
   Director                  present.
   Member, Audit Committee

   VICTOR HENDRIK
   LOEWENSTEIN               Senior Director, Egon Zehnder International since
   Director                  2001. Partner, 1999-2001; Managing Partner,
   Member, Nominating        1979-1999.
   Committee

   FEDERICO FABIAN PENA      Managing Director of Vestar Capital Partners
   Director                  since 2000. Senior Advisor of Vestar Capital
   Member, Nominating        Partners, 1998-2000. Prior thereto, Secretary,
   Committee                 U.S. Department of Energy, 1996-1998.

                             President and Chief Executive Officer of The
   DONALD MITCHELL STEWART   Chicago Community Trust since 2000. Senior
   Director                  Program Officer and Special Advisor to the
   Member, Nominating        President at the Carnegie Corporation of New
   Committee                 York, 1999-2000. Prior thereto, President, The
                             College Board, 1986-1999.

   ELIZABETH EDITH TALLETT   President and Chief Executive Officer of Marshall
   Director                  Pharmaceuticals, Inc. since 2001. President and
   Chair, Audit Committee    Chief Executive Officer, Galenor Inc. 1999-2001
   Member, Executive         and also President & Chief Executive Officer of
   Committee                 Dioscor, Inc. since 1996.






DISTRIBUTION OF THE POLICY

We intend to sell the Policies in all jurisdictions where we are licensed. The
Policies will be sold by licensed insurance agents who are also registered
representatives of broker-dealers, registered with the SEC under the Securities
Exchange Act of 1934, who are members of the National Association of Securities
Dealers, Inc. (NASD).

The Policies will be distributed by the general distributor, Princor, which is
an affiliate of ours. Princor was incorporated under the laws of Iowa on May 1,
1968. The distribution contract (which was executed on August 6, 2002) may be
terminated by either party upon 60 day notice. Princor was incorporated in the
State of Iowa in 1968, and is also a securities broker-dealer registered with
the SEC as well as a member of the NASD. The Policies 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.


For Policies sold through Princor, commissions generally will be no more than
50% of premium received in the first policy year (or the first year following an
adjustment) up to the target premium. Commissions range from 0% to 3% of
premiums received after the first policy year. In addition, a service fee of up
to 2% is paid on premiums received after the first policy year. Expense
allowances may be paid to agents and brokers based on premiums received.


STATE REGULATION

The Company is subject to the laws of the State of Iowa governing insurance
companies and to regulation by the Insurance Department of the State of Iowa. 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.


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 that are subject
to change at any time. This summary is not comprehensive and is not intended as
tax advice. While we reserve the right to change the Policy to assure it
continues to qualify as life insurance for tax purposes, we cannot make any
guarantee regarding the future tax treatment of any Policy. You should consult a
qualified tax adviser about the tax implications of taking action under a
Policy.

TAX STATUS OF THE COMPANY AND THE SEPARATE ACCOUNT
We are taxed as an insurance company under subchapter L of the Code. The
separate account is not a separate taxable entity. Its operations are taken into
account by us in determining our tax liability.



CHARGES FOR TAXES
We impose a federal tax charge equal to 1.25% of premiums received under the
Policy to compensate us for the federal income tax liability we incur by reason
of receiving those premiums. We believe that this charge is reasonable in
relation to the increased tax burden the Company incurs as a result of Section
848 of the Code. No other charge is currently made to the separate account for
federal income taxes of the Company that may be attributable to the separate
account. Periodically, we review the appropriateness of charges to the separate
account for federal income taxes. In the future, a charge may be made for
federal income taxes incurred by us and attributable to the separate account
increasing the charges paid by policy owners.

Under current law, we may incur state or local taxes (in addition to premium
taxes) in several states. At present, these taxes are not significant. If there
is a material change attributable to state or local taxes, we reserve the right
to charge the separate account for the portion of taxes, if any, attributable to
the separate account. An increase in separate account expenses would adversely
impact investment performance.

DIVERSIFICATION STANDARDS
The Policy should qualify as a life insurance contract as long as the underlying
investments for the Policy satisfy diversification requirements of Section
817(h) of the Code.

IRS DEFINITION OF LIFE INSURANCE
The Policy should qualify as a life insurance contract as long as it satisfies
either the guideline premium/cash value corridor test or the cash value
accumulation test as defined under Section 7702 of the Code. One of these tests
is chosen on the application. If a test is not chosen, the Policy will comply
with the guideline premium/cash value corridor test. Once a test is chosen, it
cannot be changed on the Policy.

The guideline premium/cash value corridor test places limitations on the amount
of premium payments that may be made and on policy values that can accumulate
relative to the death benefit. Guideline premium limits are determined when the
Policy is issued and can vary by the death benefit option chosen. Guideline
premium limits will likely change due to any adjustment to the Policy.


If at any time a premium is paid which would result in total premiums exceeding
the current guideline premium limits, we accept only that portion of the premium
which would make the total premiums equal the guideline premium limits.


The cash value accumulation test does not place limitations on the amount of
premium payments, however limits the amount of policy values that can accumulate
relative to the death benefit.


To satisfy either test, the ratio of the policy value to the death benefit must
be at least as great as the applicable percentage shown in Appendix D. As the
policy value increases, the minimum death benefit may be required to increase.
Because the cost of insurance you pay is based in part on the amount of the
death benefit, an increase in the death benefit increases the cost of insurance.


As compared to the cash value accumulation test, the guideline premium/cash
value corridor test generally:
.. has smaller applicable percentages
.. lower minimum death benefit
.. lower cost of insurance charges
.. better policy value growth.
The smaller applicable percentages lead to a lower minimum death benefit and
thus lower cost of insurance charges. Lower charges result in better policy
value growth.

This may not be the result in all cases. The specifics of each policy determine
which test is more suitable. Illustrations using each of the tests will help you
determine which test meets your objectives. An illustration may be obtained from
your registered representative or by calling 1-800- 247-9988.



The table below demonstrates the minimum death benefit based on the test chosen.
Policy value assumptions may not be realistic. Net amount at risk is the
difference between the death benefit that would payable if the person insured by
the Policy died (discounted by 1.0024663) and the policy value of your Policy.


The example below is based on the following:
.. The person, a male, insured by the policy is age 45 at the time the policy was
  issued and dies at the beginning of the sixth policy year (attained age 50)
.. Face amount is $100,000
.. Death Benefit Option 1
.. Policy value at the date of death is $25,000
.. The minimum death benefit under the guideline premium/cash value corridor test
  is $46,250 (assuming an applicable percentage of 185% x policy value)
.. The minimum death benefit under the cash value accumulation test is $61,820
  (assuming an applicable percentage of 247.28%)


                        THE DEATH BENEFIT PAYABLE IS THE
                           LARGER OF THESE TWO AMOUNTS
                        ---------------------------------
                                                               NET AMOUNT AT
                             DEATH           MINIMUM            RISK USED IN
                            BENEFIT           DEATH         CALCULATING THE COST
                            CHOSEN           BENEFIT        OF INSURANCE CHARGE
                            -------          -------        --------------------
                                                  
 Guideline
 Premium/Cash Value
 Corridor Test             $100,000          $46,250             $74,753.98
 Cash Value
 Accumulation Test         $100,000          $61,820             $74,753.98



Here's the same example, but with a policy value of $75,000. Because the policy
value has increased, the minimum death benefit is now:
.. $138,750 for the guideline premium/cash value corridor test
.. $185,460 for the cash value accumulation test.


                        THE DEATH BENEFIT PAYABLE IS THE
                           LARGER OF THESE TWO AMOUNTS
                        ---------------------------------
                                                               NET AMOUNT AT
                             DEATH           MINIMUM            RISK USED IN
                            BENEFIT           DEATH         CALCULATING THE COST
                            CHOSEN           BENEFIT        OF INSURANCE CHARGE
                            -------          -------        --------------------
                                                  
 Guideline
 Premium/Cash Value
 Corridor Test             $100,000          $138,750           $ 63,408.64
 Cash Value
 Accumulation Test         $100,000          $185,460           $110,003.73



Keep in mind that cost of insurance charges, which affect your Policy's value,
increase with the amount of the death benefit, as well as over time. The cost of
insurance is charged at a rate per $1,000 of the discounted net amount at risk.
As the net amount at risk increases, the cost of insurance increases. Policy
value also varies depending on the performance of the investment options in your
Policy.


All transactions will be subject to the limits as defined under Section 7702 of
the Code. A transaction may not be allowed, or an increase in face amount may be
required, if the transaction would cause a refund of premium and/or distribution
of the policy value in order to maintain compliance with the Section 7702
limits.


MODIFIED ENDOWMENT CONTRACT STATUS
Section 7702A of the Code sets forth a classification of life insurance policies
known as "Modified Endowment Contracts." Policy loans and partial surrenders
from a policy that is classified as a modified endowment contract are taxable as
ordinary income to the owner in an amount equal to the lesser of the amount of
the loan/partial surrender or the excess of policy value over the owner's
investment in the Policy. Additionally, taxable distributions may be subject to
a federal income tax penalty of 10%.

Modified endowment contract classification may be avoided by limiting the amount
of premiums paid under the Policy. In the absence of your instructions, we will
refund all or part of the premium payment that would make the Policy a modified
endowment contract.



POLICY SURRENDERS AND PARTIAL SURRENDERS
A surrender or lapse of the Policy may have income tax consequences. Upon
surrender, the owner is not taxed on the surrender value except for the amount,
if any, that exceeds the gross premiums paid less the untaxed portion of any
prior surrenders. The amount of any policy loan, upon surrender or lapse, is
added to the net surrender value and treated, for this purpose, as if it had
been received. A loss incurred upon surrender is generally not deductible. The
tax consequences of a surrender may differ if the proceeds are received under
any benefit payment option.

A full surrender of the Policy will, and a partial surrender may, be included in
your gross income to the extent that the distribution exceeds the investment in
the Policy. Partial surrenders generally are not taxable unless the total of
such surrenders exceeds total premiums paid to the date of partial surrender
less the untaxed portion of any prior partial surrenders. During the first 15
policy years, an amount may be taxable prior to your tax-free recovery of your
investment in the Policy if the partial surrender results in or is necessitated
by a reduction in death benefits. A qualified tax advisor should be consulted
regarding the tax consequences of any partial surrender during the first 15
policy years.


The increase in policy value of the Policy is not included in gross income
unless and until there is a full surrender or partial surrender under the
Policy. Transfers between the division(s) are not considered as distributions
from the Policy and would not be considered taxable income.


POLICY LOANS AND LOAN INTEREST
Loans received under the Policy are generally recognized as loans for tax
purposes and are not considered to be distributions subject to tax. Interest
paid to us as a result of a policy loan may or may not be deductible depending
on a number of factors. Due to the complexity of these factors, you should
consult a qualified tax advisor as to the deductibility of interest paid on
policy loans. If the Policy is a modified endowment contract, a policy loan
and/or capitalized loan interest is taxable to an amount equal to the lesser of
the amount of the loan or the excess of policy value over the owner's investment
in the Policy.

If the Policy lapses with an outstanding loan balance, there may be tax
consequences. Please consult a qualified tax advisor.


CORPORATE ALTERNATIVE MINIMUM TAX
Ownership of a Policy by certain corporations may affect the owner's exposure to
the corporate alternative minimum tax. In determining whether it is subject to
alternative minimum tax, the corporate owner must make two computations. First,
the corporation must take into account a portion of the current year's increase
in the built-in gain in its corporate owned policies. Second, the corporation
must take into account a portion of the amount by which the death benefits
received under any Policy exceed the sum of a) the premiums paid on that Policy
in the year of death, and b) the corporation's basis in the Policy (as measured
for alternative minimum tax purposes) as of the end of the corporation's tax
year immediately preceding the year of death. The corporate alternative minimum
tax does not apply to S Corporations. Such tax also does not apply to "Small
Corporations" as defined by Section 55(c) of the Code. Corporations with gross
receipts of $5,000,000 or less for their first taxable year after 1996, with
gross receipts not exceeding $7,500,000 after the first taxable year, will meet
this definition.

EXCHANGE OR ASSIGNMENT OF POLICIES
A change of Policy, or an exchange or assignment of a Policy may have tax
consequences. An assignment or exchange may result in taxable income to the
transferring owner. For complete information with respect to Policy assignments
and exchanges, a qualified tax advisor should be consulted.

WITHHOLDING
Withholding is generally required on certain taxable distributions under
insurance contracts. In the case of periodic payments, the withholding is at
graduated rates. With respect to non-periodic distributions, withholding is a
flat rate of 10%. You may elect to have either non-periodic or periodic payments
made without withholding unless your tax identification number has not been
furnished to us or if the IRS has notified us that the number you furnished is
incorrect.



OTHER TAX ISSUES
Federal estate taxes and state and local estate, inheritance and other taxes may
become due depending on applicable law and your circumstances or the
circumstances of the Policy beneficiary(ies) if you or the insured dies. Any
person concerned about the estate implications of the Policy should consult a
qualified tax advisor.

GENERAL INFORMATION


EMPLOYEE BENEFIT PLANS
The United States Supreme Court has held that optional annuity benefits under a
qualified deferred compensation plan cannot vary on the basis of gender. Polices
are available for use in connection with employment related insurance or benefit
plans which do not vary between male and female insured of a particular age and
underwriting classification. A qualified tax advisor should be consulted on
these matters.

LEGAL OPINIONS
Legal matters, including our right to issue Policies under Iowa law, have been
passed on by Karen E. Shaff, Senior Vice President and General Counsel.

LEGAL PROCEEDINGS
There are no legal proceedings pending to which the separate account is a party
or which would materially affect the separate account.

OTHER VARIABLE INSURANCE CONTRACTS
The Company currently offers other variable life policies that participate in
the separate account. In the future, we may designate additional group or
individual variable life policies as participating in the separate account.

RESERVATION OF RIGHTS
The Company reserves the right to amend or terminate the special plans described
in this prospectus. Such plans include preauthorized premium payments, DCA and
APR. You would be notified of any such action to the extent required by law.

CUSTOMER INQUIRIES
Questions should be directed to:
    Principal Financial Group Service Center
    P.O.Box 724447
    Atlanta GA 31139
    Phone: 1-888-737-3855
    Fax: 1-770-690-1900

INDEPENDENT AUDITORS
The financial statements of the Principal Life Insurance Company Variable Life
Separate Account and the consolidated financial statements of the Principal Life
Insurance Company are included in this prospectus. Those statements have been
audited by Ernst & Young LLP, independent auditors, 801 Grand Avenue, Des
Moines, Iowa 50309, for the periods indicated in their reports.

FINANCIAL STATEMENTS
The consolidated financial statements of Principal Life Insurance Company which
are included in this prospectus should be considered only as it relates to our
ability to meet our obligations under the Policy. They do not relate to
investment performance of the assets held in the separate account.

Principal Benefit Variable Universal Life Insurance Investment Company Act File
                                Number 333-89446



Principal Life Insurance Company
Variable Life Separate Account

Statements of Assets and Liabilities

June 30, 2002
(Unaudited)



                                                                                                            American
                                                                                                           Centruy VP
                                                      AIM V.I. Core   AIM V.I. Growth   AIM V.I. Premier    Income &
                                                     Equity Division     Division       Equity Division   Growth Division
                                                     ---------------------------------------------------------------------
Assets
                                                                                                   
Investments in shares of mutual funds, at market          $ 483,816        $ 374,687       $ 1,256,944         $ 874,115

Liabilities                                                       -                -                 -                 -

                                                     ---------------------------------------------------------------------
Net assets                                                $ 483,816        $ 374,687       $ 1,256,944         $ 874,115
                                                     =====================================================================

Net assets
Accumulation units:
   Flex Variable Life                                      $ 11,604              $ -           $ 9,237           $ 3,746
   PrinFlex Life                                            403,990          324,953         1,085,416           762,078
   Survivorship Variable Universal Life                      10,810            4,806            41,736            15,354
   Variable Universal Life Accumulator                       57,412           44,928           120,555            92,937
                                                     ---------------------------------------------------------------------
Total net assets                                          $ 483,816        $ 374,687       $ 1,256,944         $ 874,115
                                                     =====================================================================

Investments in shares of mutual funds, at cost              516,751          450,141         1,521,191           962,390
Shares of mutual fund owned                                  25,859           28,844            68,312           152,285

Accumulation units outstanding:
   Flex Variable Life                                         1,507                -             1,334               466
   PrinFlex Life                                             52,011           47,824           155,512            94,041
   Survivorship Variable Universal Life                       1,392              708             5,980             1,895
   Variable Universal Life Accumulator                        7,391            6,614            17,272            11,469

Accumulation unit value:
   Flex Variable Life                                        $ 7.70              $ -            $ 6.92            $ 8.04
   PrinFlex Life                                               7.77             6.79              6.98              8.10
   Survivorship Variable Universal Life                        7.77             6.79              6.98              8.10
   Variable Universal Life Accumulator                         7.77             6.79              6.98              8.10







                                                         American         American
                                                        Century VP       Century VP     Asset Allocation     Balanced
                                                      Ultra Division   Value Division       Division         Division
                                                     --------------------------------------------------------------------
Assets
                                                                                                
Investments in shares of mutual funds, at market          $ 381,357        $ 120,613         $ 8,629,930    $ 12,557,976

Liabilities                                                       -                -                   -               -

                                                     --------------------------------------------------------------------
Net assets                                                $ 381,357        $ 120,613         $ 8,629,930    $ 12,557,976
                                                     ====================================================================

Net assets
Accumulation units:
   Flex Variable Life                                       $ 8,537          $ 2,446             $ 9,716     $ 2,884,639
   PrinFlex Life                                            283,420           87,942           7,567,418       9,131,689
   Survivorship Variable Universal Life                      28,054                -             792,331         426,176
   Variable Universal Life Accumulator                       61,346           30,225             260,465         115,472
                                                     --------------------------------------------------------------------
Total net assets                                          $ 381,357        $ 120,613         $ 8,629,930    $ 12,557,976
                                                     ====================================================================

Investments in shares of mutual funds, at cost              420,215          122,109           9,700,759      15,083,965
Shares of mutual fund owned                                  45,617           17,922             811,084       1,014,376

Accumulation units outstanding:
   Flex Variable Life                                         1,068              262               1,078         112,584
   PrinFlex Life                                             35,144            9,421             547,248         796,200
   Survivorship Variable Universal Life                       3,479                -              77,472          49,483
   Variable Universal Life Accumulator                        7,607            3,238              18,837          10,068

Accumulation unit value:
   Flex Variable Life                                        $ 8.00           $ 9.33              $ 9.01         $ 25.62
   PrinFlex Life                                               8.06             9.33               13.83           11.47
   Survivorship Variable Universal Life                        8.06                -               10.23            8.61
   Variable Universal Life Accumulator                         8.06             9.33               13.83           11.47







                                                                                      DIP Founders                   Fidelity VIP
                                                                      Capital Value     Discovery    Equity Growth    Contrafund
                                                     Bond Division       Division        Division       Division        Division
Assets                                               ------------------------------------------------------------------------------
                                                                                                      
Investments in shares of mutual funds, at market      $ 18,074,210     $ 31,498,964     $ 153,333     $ 43,717,202   $ 42,012,359

Liabilities                                                      -                -             -                -              -

                                                     ------------------------------------------------------------------------------
Net assets                                            $ 18,074,210     $ 31,498,964     $ 153,333     $ 43,717,202   $ 42,012,359
                                                     ==============================================================================

Net assets
Accumulation units:
   Flex Variable Life                                  $ 2,145,329      $ 6,237,635           $ -         $ 19,594       $ 76,745
   PrinFlex Life                                        14,975,696       23,626,132       150,002       41,657,915     39,777,527
   Survivorship Variable Universal Life                    631,372          458,963             -        1,772,576      1,720,229
   Variable Universal Life Accumulator                     321,813        1,176,234         3,331          267,117        437,858
                                                     ------------------------------------------------------------------------------
Total net assets                                      $ 18,074,210     $ 31,498,964     $ 153,333     $ 43,717,202   $ 42,012,359
                                                     ==============================================================================

Investments in shares of mutual funds, at cost          17,929,702       37,260,619       178,357       63,196,596     48,799,232
Shares of mutual fund owned                              1,552,767        1,174,458        18,953        3,260,045      2,120,765

Accumulation units outstanding:
   Flex Variable Life                                       78,324          194,543             -            2,661          8,323
   PrinFlex Life                                         1,077,617        1,914,170        20,452        3,269,975      2,500,430
   Survivorship Variable Universal Life                     52,175           55,075             -          231,457        186,333
   Variable Universal Life Accumulator                      23,157           95,299           454           20,973         27,527

Accumulation unit value:
   Flex Variable Life                                      $ 27.39          $ 32.06           $ -           $ 7.36         $ 9.22
   PrinFlex Life                                             13.90            12.34          7.33            12.74          15.91
   Survivorship Variable Universal Life                      12.10             8.33             -             7.66           9.23
   Variable Universal Life Accumulator                       13.90            12.34          7.33            12.74          15.91






                                                    Fidelity VIP                      Fidelity VIP
                                                    Equity-Income    Fidelity VIP      High Income
                                                      Division     Growth Division       Division
                                                    -----------------------------------------------
Assets
                                                                              
Investments in shares of mutual funds, at market    $ 18,507,092         $ 3,447       $ 2,748,216

Liabilities                                                    -               -                 -

                                                    -----------------------------------------------
Net assets                                          $ 18,507,092         $ 3,447       $ 2,748,216
                                                    ===============================================

Net assets
Accumulation units:
   Flex Variable Life                                   $ 64,338             $ -           $ 2,082
   PrinFlex Life                                      17,063,397           3,428         2,624,774
   Survivorship Variable Universal Life                1,139,449               -           115,632
   Variable Universal Life Accumulator                   239,908              19             5,728
                                                    -----------------------------------------------
Total net assets                                    $ 18,507,092         $ 3,447       $ 2,748,216
                                                    ===============================================

Investments in shares of mutual funds, at cost        21,262,887           3,755         4,055,638
Shares of mutual fund owned                              901,905             128           501,499

Accumulation units outstanding:
   Flex Variable Life                                      7,539               -               244
   PrinFlex Life                                       1,212,171             399           336,591
   Survivorship Variable Universal Life                  121,172               -            17,567
   Variable Universal Life Accumulator                    17,045               2               735

Accumulation unit value:
   Flex Variable Life                                     $ 8.53             $ -            $ 8.53
   PrinFlex Life                                           14.08            8.58              7.80
   Survivorship Variable Universal Life                     9.40               -              6.58
   Variable Universal Life Accumulator                     14.08            8.58              7.80





                                                                                                                  International
                                                      Government                                                     Emerging
                                                      Securities                     High Yield    International      Markets
                                                       Division   Growth Division     Division        Division       Division
                                                    -----------------------------------------------------------------------------
Assets
                                                                                                      
Investments in shares of mutual funds, at market    $ 14,762,748     $ 13,295,204    $ 1,384,532    $ 19,413,340     $ 10,133

Liabilities                                                    -                -              -               -            -

                                                    -----------------------------------------------------------------------------
Net assets                                          $ 14,762,748     $ 13,295,204    $ 1,384,532    $ 19,413,340     $ 10,133
                                                    =============================================================================

Net assets
Accumulation units:
   Flex Variable Life                                   $ 98,282              $ -    $ 1,384,532         $ 2,608          $ -
   PrinFlex Life                                      10,765,233       12,528,836              -      17,879,311        5,300
   Survivorship Variable Universal Life                3,473,323          741,993              -         820,633            -
   Variable Universal Life Accumulator                   425,910           24,375              -         710,788        4,833
                                                    -----------------------------------------------------------------------------
Total net assets                                    $ 14,762,748     $ 13,295,204    $ 1,384,532    $ 19,413,340     $ 10,133
                                                    =============================================================================

Investments in shares of mutual funds, at cost        14,432,647       23,038,190      1,975,744      25,739,740        8,552
Shares of mutual fund owned                            1,287,075        1,345,668        251,733       1,908,883        1,101

Accumulation units outstanding:
   Flex Variable Life                                      9,086                -         71,278             317            -
   PrinFlex Life                                         731,968        1,351,897              -       1,745,205          593
   Survivorship Variable Universal Life                  274,375          125,749              -         105,134            -
   Variable Universal Life Accumulator                    28,960            2,631              -          69,395          541

Accumulation unit value:
   Flex Variable Life                                    $ 10.82              $ -        $ 19.42          $ 8.22          $ -
   PrinFlex Life                                           14.71             9.26              -           10.24         8.93
   Survivorship Variable Universal Life                    12.66             5.90              -            7.81            -
   Variable Universal Life Accumulator                     14.71             9.26              -           10.24         8.93





                                                    International  INVESCO VIF -    INVESCO VIF -
                                                      SmallCap       Dynamics      Health Sciences
                                                      Division       Division         Division
                                                    --------------------------------------------------
Assets
                                                                              
Investments in shares of mutual funds, at market     $ 8,723,658      $ 117,800        $ 803,332

Liabilities                                                    -              -                -

                                                    ---------------------------------------------
Net assets                                           $ 8,723,658      $ 117,800        $ 803,332
                                                    =============================================

Net assets
Accumulation units:
   Flex Variable Life                                   $ 20,746            $ -          $ 7,269
   PrinFlex Life                                       7,913,520        103,272          667,107
   Survivorship Variable Universal Life                  678,233              -           36,100
   Variable Universal Life Accumulator                   111,159         14,528           92,856
                                                    ---------------------------------------------
Total net assets                                     $ 8,723,658      $ 117,800        $ 803,332
                                                    =============================================

Investments in shares of mutual funds, at cost         9,126,875        143,094          894,014
Shares of mutual fund owned                              789,471         12,258           51,861

Accumulation units outstanding:
   Flex Variable Life                                      2,410              -              865
   PrinFlex Life                                         637,724         16,743           78,676
   Survivorship Variable Universal Life                   64,297              -            4,258
   Variable Universal Life Accumulator                     8,962          2,355           10,952

Accumulation unit value:
   Flex Variable Life                                     $ 8.61            $ -           $ 8.41
   PrinFlex Life                                           12.40           6.17             8.48
   Survivorship Variable Universal Life                    10.55              -             8.48
   Variable Universal Life Accumulator                     12.40           6.17             8.48






                                                     INVESCO VIF -    INVESCO VIF -   Janus Aspen
                                                     Small Company     Technology      Aggressive     LargeCap Blend
                                                    Growth Division     Division     Growth Division     Division
                                                    ------------------------------------------------------------------
Assets
                                                                                               
Investments in shares of mutual funds, at market         $ 280,502      $ 339,499        $ 687,706         $ 70,599

Liabilities                                                      -              -                -                -

                                                    ------------------------------------------------------------------
Net assets                                               $ 280,502      $ 339,499        $ 687,706         $ 70,599
                                                    ==================================================================

Net assets
Accumulation units:
   Flex Variable Life                                        $ 857       $ 11,763         $ 21,029              $ -
   PrinFlex Life                                           207,914        303,304          583,549           40,116
   Survivorship Variable Universal Life                      3,008          2,888            5,003                -
   Variable Universal Life Accumulator                      68,723         21,544           78,125           30,483
                                                    ------------------------------------------------------------------
Total net assets                                         $ 280,502      $ 339,499        $ 687,706         $ 70,599
                                                    ==================================================================

Investments in shares of mutual funds, at cost             315,312        462,715          818,642           71,944
Shares of mutual fund owned                                 23,691         33,547           39,230            7,551

Accumulation units outstanding:
   Flex Variable Life                                          126          2,528            3,474                -
   PrinFlex Life                                            30,379         64,647           95,606            4,359
   Survivorship Variable Universal Life                        440            615              820                -
   Variable Universal Life Accumulator                      10,041          4,592           12,799            3,312

Accumulation unit value:
   Flex Variable Life                                       $ 6.79         $ 4.65           $ 6.05              $ -
   PrinFlex Life                                              6.84           4.69             6.10             9.20
   Survivorship Variable Universal Life                       6.84           4.69             6.10                -
   Variable Universal Life Accumulator                        6.84           4.69             6.10             9.20





                                                      LargeCap       LargeCap Stock    LargeCap Value     MicroCap
                                                    Growth Division  Index Division       Division        Division
                                                    ---------------------------------------------------------------
Assets
                                                                                            
Investments in shares of mutual funds, at market      $ 1,127,907     $ 16,910,814         $ 68,974     $ 2,289,167

Liabilities                                                     -                -                -               -

                                                    ----------------------------------------------------------------
Net assets                                            $ 1,127,907     $ 16,910,814         $ 68,974     $ 2,289,167
                                                    ================================================================

Net assets
Accumulation units:
   Flex Variable Life                                    $ 12,264         $ 80,915              $ -        $ 12,236
   PrinFlex Life                                          250,378       15,121,369           32,523       1,801,965
   Survivorship Variable Universal Life                     7,226        1,472,166            4,505         419,338
   Variable Universal Life Accumulator                    858,039          236,364           31,946          55,628
                                                    ----------------------------------------------------------------
Total net assets                                      $ 1,127,907     $ 16,910,814         $ 68,974     $ 2,289,167
                                                    ================================================================

Investments in shares of mutual funds, at cost          1,310,166       21,792,395           70,377       2,269,289
Shares of mutual fund owned                               164,899        2,355,267            7,276         251,281

Accumulation units outstanding:
   Flex Variable Life                                       2,012           10,526                -           1,276
   PrinFlex Life                                           40,735        1,990,005            3,506         196,255
   Survivorship Variable Universal Life                     1,176          192,983              486          40,545
   Variable Universal Life Accumulator                    139,619           31,108            3,444           6,060

Accumulation unit value:
   Flex Variable Life                                      $ 6.09           $ 7.69              $ -          $ 9.59
   PrinFlex Life                                             6.15             7.60             9.28            9.18
   Survivorship Variable Universal Life                      6.15             7.63             9.28           10.34
   Variable Universal Life Accumulator                       6.15             7.60             9.28            9.18








                                                                       MidCap Growth   MidCap Growth     MidCap Value
                                                    MidCap Division       Division     Equity Division    Division
                                                    ---------------------------------------------------------------------
Assets
                                                                                              
Investments in shares of mutual funds, at market       $ 40,308,252      $ 3,455,144       $ 249,379      $ 1,513,475

Liabilities                                                       -                -               -                -

                                                    ---------------------------------------------------------------------
Net assets                                             $ 40,308,252      $ 3,455,144       $ 249,379      $ 1,513,475
                                                    =====================================================================

Net assets
Accumulation units:
   Flex Variable Life                                  $ 12,352,053              $ -           $ 806         $ 38,409
   PrinFlex Life                                         27,074,848        3,174,341         227,506        1,330,865
   Survivorship Variable Universal Life                     574,453          179,734           5,393           31,638
   Variable Universal Life Accumulator                      306,898          101,069          15,674          112,563
                                                    ---------------------------------------------------------------------
Total net assets                                       $ 40,308,252      $ 3,455,144       $ 249,379      $ 1,513,475
                                                    =====================================================================

Investments in shares of mutual funds, at cost           42,800,448        4,565,695         299,378        1,540,454
Shares of mutual fund owned                               1,309,135          492,888          54,450          128,697

Accumulation units outstanding:
   Flex Variable Life                                       254,201                -             127            3,973
   PrinFlex Life                                          1,786,840          398,218          35,615          136,496
   Survivorship Variable Universal Life                      47,878           22,308             844            3,245
   Variable Universal Life Accumulator                       20,253           12,685           2,454           11,545

Accumulation unit value:
   Flex Variable Life                                       $ 48.59              $ -          $ 6.33           $ 9.67
   PrinFlex Life                                              15.15             7.97            6.39             9.75
   Survivorship Variable Universal Life                       12.00             8.06            6.39             9.75
   Variable Universal Life Accumulator                        15.15             7.97            6.39             9.75






                                                                      Putnam VT
                                                                     Global Asset                    Putnam VT
                                                    Money Market      Allocation      Putnam VT       Voyager
                                                      Division         Division     Vista Division    Division
                                                    --------------------------------------------------------------
Assets
                                                                                         
Investments in shares of mutual funds, at market    $ 34,686,523      $ 1,776,141     $ 5,489,179    $ 20,973,542

Liabilities                                                    -                -               -               -

                                                    --------------------------------------------------------------
Net assets                                          $ 34,686,523      $ 1,776,141     $ 5,489,179    $ 20,973,542
                                                    ==============================================================

Net assets
Accumulation units:
   Flex Variable Life                                  $ 609,612          $ 8,621         $ 1,769        $ 27,189
   PrinFlex Life                                      29,027,692        1,598,003       5,088,755      18,776,931
   Survivorship Variable Universal Life                2,742,251          140,751         383,191       1,923,983
   Variable Universal Life Accumulator                 2,306,968           28,766          15,464         245,439
                                                    --------------------------------------------------------------
Total net assets                                    $ 34,686,523      $ 1,776,141     $ 5,489,179    $ 20,973,542
                                                    ==============================================================

Investments in shares of mutual funds, at cost        34,688,356        2,129,525       9,689,099      36,402,219
Shares of mutual fund owned                           34,686,523          141,751         600,567         886,081

Accumulation units outstanding:
   Flex Variable Life                                     32,794              973             273           3,880
   PrinFlex Life                                       2,262,912          167,566         617,100       2,029,985
   Survivorship Variable Universal Life                  241,875           15,636          53,558         250,298
   Variable Universal Life Accumulator                   179,848            3,017           1,876          26,548

Accumulation unit value:
   Flex Variable Life                                    $ 18.59           $ 8.86          $ 6.47          $ 7.01
   PrinFlex Life                                           12.82             9.54            8.24            9.25
   Survivorship Variable Universal Life                    11.34             9.00            7.15            7.69
   Variable Universal Life Accumulator                     12.82             9.54            8.24            9.25







                                                    Real Estate      SmallCap         SmallCap       SmallCap Value
                                                     Division        Division      Growth Division       Division
                                                    ------------------------------------------------------------------
Assets
                                                                                            
Investments in shares of mutual funds, at market    $ 5,059,851    $ 4,355,617        $ 8,219,925       $ 8,422,666

Liabilities                                                   -              -                  -                 -

                                                    ------------------------------------------------------------------
Net assets                                          $ 5,059,851    $ 4,355,617        $ 8,219,925       $ 8,422,666
                                                    ==================================================================

Net assets
Accumulation units:
   Flex Variable Life                                  $ 20,383       $ 20,311            $ 5,625          $ 98,784
   PrinFlex Life                                      3,927,962      3,487,205          7,498,926         7,590,283
   Survivorship Variable Universal Life                 958,498        278,117            636,163           430,383
   Variable Universal Life Accumulator                  153,008        569,984             79,211           303,216
                                                    ------------------------------------------------------------------
Total net assets                                    $ 5,059,851    $ 4,355,617        $ 8,219,925       $ 8,422,666
                                                    ==================================================================

Investments in shares of mutual funds, at cost        4,377,520      5,271,471         15,754,698         7,917,697
Shares of mutual fund owned                             409,042        624,909          1,082,994           684,770

Accumulation units outstanding:
   Flex Variable Life                                     1,626          2,480              1,037             9,337
   PrinFlex Life                                        268,718        386,627            890,269           515,715
   Survivorship Variable Universal Life                  60,926         29,643             95,460            27,283
   Variable Universal Life Accumulator                   10,468         63,189              9,409            20,604

Accumulation unit value:
   Flex Variable Life                                   $ 12.53         $ 8.19             $ 5.43           $ 10.58
   PrinFlex Life                                          14.62           9.02               8.42             14.72
   Survivorship Variable Universal Life                   15.73           9.38               6.66             15.77
   Variable Universal Life Accumulator                    14.62           9.02               8.42             14.72






                                                                         Wells Fargo VT    Wells Fargo VT    Wells Fargo VT
                                                                        Asset Allocation    Equity Income     Large Company
                                                    Utilities Division       Division          Division      Growth Division
                                                    ------------------------------------------------------------------------
Assets
                                                                                                           
Investments in shares of mutual funds, at market         $ 2,048,332           $ -                 $ -                 $ -

Liabilities                                                        -             -                   -                   -

                                                    -----------------------------------------------------------------------
Net assets                                               $ 2,048,332           $ -                 $ -                 $ -
                                                    =======================================================================

Net assets
Accumulation units:
   Flex Variable Life                                        $ 7,155           $ -                 $ -                 $ -
   PrinFlex Life                                           1,799,392             -                   -                   -
   Survivorship Variable Universal Life                      227,463             -                   -                   -
   Variable Universal Life Accumulator                        14,322             -                   -                   -
                                                    -----------------------------------------------------------------------
Total net assets                                         $ 2,048,332           $ -                 $ -                 $ -
                                                    =======================================================================

Investments in shares of mutual funds, at cost             2,635,333             -                   -                   -
Shares of mutual fund owned                                  256,683             -                   -                   -

Accumulation units outstanding:
   Flex Variable Life                                          1,084             -                   -                   -
   PrinFlex Life                                             193,155             -                   -                   -
   Survivorship Variable Universal Life                       29,405             -                   -                   -
   Variable Universal Life Accumulator                         1,538             -                   -                   -

Accumulation unit value:
   Flex Variable Life                                         $ 6.60           $ -                 $ -                 $ -
   PrinFlex Life                                                9.31             -                   -                   -
   Survivorship Variable Universal Life                         7.74             -                   -                   -
   Variable Universal Life Accumulator                          9.31             -                   -                   -




PRINCIPAL LIFE INSURANCE COMPANY
VARIABLE LIFE SEPARATE ACCOUNT

STATEMENT OF OPERATIONS

For the Period Ended June 30, 2002
(Unaudited)



                                                                         AIM V.I. Core      AIM V.I. Growth     AIM V.I. Premier
                                                                        Equity Division(1)      Division        Equity Division(2)
                                                                        --------------------------------------------------------

Investment income (loss)
                                                                                                          
Income:
      Dividends                                                                  $ -                  $ -                 $ -

Expenses:
      Mortality and expense risks                                              1,347                1,412               3,923
                                                                        --------------------------------------------------------
 Net Investment income (loss)                                                 (1,347)              (1,412)             (3,923)

Realized gains (losses) on investments
 Realized gain (losses) on sale of fund shares                                   (62)              (6,657)             (6,061)
 Capital gain distributions                                                        -                    -                   -
                                                                        --------------------------------------------------------
 Total realized gains (losses) on investments                                    (62)              (6,657)             (6,061)
 Change in net unrealized appreciation or depreciation of investments        (34,721)             (74,719)           (255,702)
                                                                        --------------------------------------------------------
Net increase (decrease) in net assets resulting from operations            $ (36,130)           $ (82,788)         $ (265,686)
                                                                        ========================================================


(1)  Represented  the operations of the AIM V.I.  Growth & Income Division until
     May 18, 2002 name change to AIM V.I. Core Equity Division.
(2)  Represented  the  operations of the AIM V.I.  Value  Division until May 18,
     2002 name change to AIM V.I. Premier Equity Division.
(3)  Commenced operations May 18, 2002.





                                                                           American
                                                                          Century VP          American           American
                                                                           Income &       Century VP Ultra      Century VP
                                                                        Growth Division       Division         Value Division(3)
                                                                        ---------------------------------------------------

Investment income (loss)
                                                                                                         
Income:
      Dividends                                                               $ 5,743           $ 113                  $ -

Expenses:
      Mortality and expense risks                                               3,075           1,400                   23
                                                                        ---------------------------------------------------
 Net Investment income (loss)                                                   2,668          (1,287)                 (23)

Realized gains (losses) on investments
 Realized gain (losses) on sale of fund shares                                 (1,051)         (1,122)                   -
 Capital gain distributions                                                         -               -                    -
                                                                        ---------------------------------------------------
 Total realized gains (losses) on investments                                  (1,051)         (1,122)                   -
 Change in net unrealized appreciation or depreciation of investments         (92,451)        (43,091)              (1,497)
                                                                        ---------------------------------------------------
Net increase (decrease) in net assets resulting from operations             $ (90,834)      $ (45,500)            $ (1,520)
                                                                        ===================================================

(1)  Represented  the operations of the AIM V.I.  Growth & Income Division until
     May 18, 2002 name change to AIM V.I. Core Equity Division.
(2)  Represented  the  operations of the AIM V.I.  Value  Division until May 18,
     2002 name change to AIM V.I. Premier Equity Division.
(3)  Commenced operations May 18, 2002.





                                                                        Asset Allocation
                                                                            Division          Balanced Division      Bond Division
                                                                        --------------------------------------------------------

Investment income (loss)
                                                                                                             
Income:
      Dividends                                                                   $ -            $ 386,534            $ 748,320

Expenses:
      Mortality and expense risks                                              42,219               54,793               68,690
                                                                        --------------------------------------------------------
 Net Investment income (loss)                                                 (42,219)             331,741              679,630

Realized gains (losses) on investments
 Realized gain (losses) on sale of fund shares                               (149,950)            (158,216)             (16,974)
 Capital gain distributions                                                         -                    -                    -
                                                                        --------------------------------------------------------
 Total realized gains (losses) on investments                                (149,950)            (158,216)             (16,974)
 Change in net unrealized appreciation or depreciation of investments        (420,017)          (1,173,358)            (180,566)
                                                                        --------------------------------------------------------
Net increase (decrease) in net assets resulting from operations            $ (612,186)          $ (999,833)           $ 482,090
                                                                        ========================================================





                                                                                            DIP Founders
                                                                        Capital Value        Discovery     Equity Growth
                                                                          Division           Division         Division
                                                                        --------------------------------------------------

Investment income (loss)
                                                                                                    
Income:
      Dividends                                                                   $ -            $ -             $ 31,795

Expenses:
      Mortality and expense risks                                             141,061            691              222,719
                                                                        --------------------------------------------------
 Net Investment income (loss)                                                (141,061)          (691)            (190,924)

Realized gains (losses) on investments
 Realized gain (losses) on sale of fund shares                               (191,968)        (1,239)            (326,073)
 Capital gain distributions                                                         -              -                    -
                                                                        --------------------------------------------------
 Total realized gains (losses) on investments                                (191,968)        (1,239)            (326,073)
 Change in net unrealized appreciation or depreciation of investments        (968,709)       (29,591)          (9,005,742)
                                                                        --------------------------------------------------
Net increase (decrease) in net assets resulting from operations          $ (1,301,738)     $ (31,521)        $ (9,522,739)
                                                                        ==================================================






                                                                        Fidelity VIP     Fidelity VIP
                                                                         Contrafund      Equity-Income     Fidelity VIP
                                                                          Division          Division      Growth Division
                                                                        -------------------------------------------------

Investment income (loss)
                                                                                                     
Income:
      Dividends                                                           $ 333,389       $ 290,352              $ -

Expenses:
      Mortality and expense risks                                           177,406          76,366                2
                                                                        ---------------------------------------------
 Net Investment income (loss)                                               155,983         213,986               (2)

Realized gains (losses) on investments
 Realized gain (losses) on sale of fund shares                             (281,169)        (93,219)              (1)
 Capital gain distributions                                                       -         395,202                -
                                                                        ---------------------------------------------
 Total realized gains (losses) on investments                              (281,169)        301,983               (1)
 Change in net unrealized appreciation or depreciation of investments      (420,167)     (1,865,482)            (307)
                                                                        ---------------------------------------------
Net increase (decrease) in net assets resulting from operations          $ (545,353)   $ (1,349,513)          $ (310)
                                                                        =============================================






                                                                        Fidelity VIP      Government
                                                                        High Income       Securities
                                                                          Division         Division         Growth Division
                                                                        -------------------------------------------------

Investment income (loss)
                                                                                                   
Income:
      Dividends                                                          $ 304,426        $ 487,225              $ 3,174

Expenses:
      Mortality and expense risks                                           13,774           39,911               71,525
                                                                        -------------------------------------------------
 Net Investment income (loss)                                              290,652          447,314              (68,351)

Realized gains (losses) on investments
 Realized gain (losses) on sale of fund shares                            (115,277)           2,990             (322,482)
 Capital gain distributions                                                      -           31,729                    -
                                                                        -------------------------------------------------
 Total realized gains (losses) on investments                             (115,277)          34,719             (322,482)
 Change in net unrealized appreciation or depreciation of investments     (330,954)         (30,298)          (2,790,629)
                                                                        -------------------------------------------------
Net increase (decrease) in net assets resulting from operations         $ (155,579)       $ 451,735         $ (3,181,462)
                                                                        =================================================





                                                                                                               International
                                                                         High Yield      International           Emerging
                                                                          Division         Division           Markets Division
                                                                        ------------------------------------------------

Investment income (loss)
                                                                                                         
Income:
      Dividends                                                               $ -         $ 79,128                  $ -

Expenses:
      Mortality and expense risks                                           5,849           87,157                    8
                                                                        ------------------------------------------------
 Net Investment income (loss)                                              (5,849)          (8,029)                  (8)

Realized gains (losses) on investments
 Realized gain (losses) on sale of fund shares                            (94,837)        (226,035)                (880)
 Capital gain distributions                                                     -                -                    -
                                                                        ------------------------------------------------
 Total realized gains (losses) on investments                             (94,837)        (226,035)                (880)
 Change in net unrealized appreciation or depreciation of investments      19,860         (364,088)               1,582
                                                                        ------------------------------------------------
Net increase (decrease) in net assets resulting from operations         $ (80,826)      $ (598,152)               $ 694
                                                                        ================================================






                                                                        International     INVESCO VIF -        INVESCO VIF -
                                                                          SmallCap          Dynamics          Health Sciences
                                                                          Division          Division             Division
                                                                        -------------------------------------------------

Investment income (loss)
                                                                                                      
Income:
      Dividends                                                          $ 19,750               $ -              $ 1,227

Expenses:
      Mortality and expense risks                                          36,965               394                3,040
                                                                        -------------------------------------------------
 Net Investment income (loss)                                             (17,215)             (394)              (1,813)

Realized gains (losses) on investments
 Realized gain (losses) on sale of fund shares                           (214,801)             (792)              (1,922)
 Capital gain distributions                                                     -                 -                    -
                                                                        -------------------------------------------------
 Total realized gains (losses) on investments                            (214,801)             (792)              (1,922)
 Change in net unrealized appreciation or depreciation of investments     389,738           (28,220)             (96,131)
                                                                        -------------------------------------------------
Net increase (decrease) in net assets resulting from operations         $ 157,722         $ (29,406)           $ (99,866)
                                                                        =================================================






                                                                          INVESCO VIF -     INVESCO VIF -    Janus Aspen
                                                                         Small Company       Technology       Aggressive
                                                                        Growth Division       Division      Growth Division
                                                                        ------------------------------------------------

Investment income (loss)
                                                                                                    
Income:
      Dividends                                                                 $ -               $ -               $ -

Expenses:
      Mortality and expense risks                                               812               978             2,633
                                                                        ------------------------------------------------
 Net Investment income (loss)                                                  (812)             (978)           (2,633)

Realized gains (losses) on investments
 Realized gain (losses) on sale of fund shares                                 (308)           (2,442)           (8,450)
 Capital gain distributions                                                       -                 -                 -
                                                                        ------------------------------------------------
 Total realized gains (losses) on investments                                  (308)           (2,442)           (8,450)
 Change in net unrealized appreciation or depreciation of investments       (39,850)         (128,208)         (107,301)
                                                                        ------------------------------------------------
Net increase (decrease) in net assets resulting from operations           $ (40,970)       $ (131,628)       $ (118,384)
                                                                        ================================================






                                                                        LargeCap Blend         LargeCap         LargeCap Stock
                                                                           Division         Growth Division     Index Division
                                                                        ----------------------------------------------------

Investment income (loss)
                                                                                                      
Income:
      Dividends                                                                 $ -                $ -                  $ -

Expenses:
      Mortality and expense risks                                                13              1,985               80,001
                                                                        ----------------------------------------------------
 Net Investment income (loss)                                                   (13)            (1,985)             (80,001)

Realized gains (losses) on investments
 Realized gain (losses) on sale of fund shares                                   (1)            (5,405)            (174,523)
 Capital gain distributions                                                       -                  -                    -
                                                                        ----------------------------------------------------
 Total realized gains (losses) on investments                                    (1)            (5,405)            (174,523)
 Change in net unrealized appreciation or depreciation of investments        (1,344)          (185,493)          (2,460,601)
                                                                        ----------------------------------------------------
Net increase (decrease) in net assets resulting from operations            $ (1,358)        $ (192,883)        $ (2,715,125)
                                                                        ====================================================






                                                                        LargeCap Value      MicroCap
                                                                           Division         Division        MidCap Division
                                                                        --------------------------------------------------

Investment income (loss)
                                                                                                    
Income:
      Dividends                                                               $ -                $ -              $ 3,945

Expenses:
      Mortality and expense risks                                              34              9,747              151,539
                                                                        --------------------------------------------------
 Net Investment income (loss)                                                 (34)            (9,747)            (147,594)

Realized gains (losses) on investments
 Realized gain (losses) on sale of fund shares                                 (2)             6,336              (33,558)
 Capital gain distributions                                                     -                  -              579,967
                                                                        --------------------------------------------------
 Total realized gains (losses) on investments                                  (2)             6,336              546,409
 Change in net unrealized appreciation or depreciation of investments      (1,404)           (30,070)          (1,659,047)
                                                                        --------------------------------------------------
Net increase (decrease) in net assets resulting from operations          $ (1,440)         $ (33,481)        $ (1,260,232)
                                                                        ==================================================






                                                                        MidCap Growth      MidCap Growth     MidCap Value
                                                                          Division        Equity Division      Division
                                                                        -------------------------------------------------

Investment income (loss)
                                                                                                      
Income:
      Dividends                                                                 $ -                $ -               $ -

Expenses:
      Mortality and expense risks                                            15,285                987             3,658
                                                                        -------------------------------------------------
 Net Investment income (loss)                                               (15,285)              (987)           (3,658)

Realized gains (losses) on investments
 Realized gain (losses) on sale of fund shares                              (45,721)            (6,261)            3,253
 Capital gain distributions                                                       -                  -             1,530
                                                                        -------------------------------------------------
 Total realized gains (losses) on investments                               (45,721)            (6,261)            4,783
 Change in net unrealized appreciation or depreciation of investments      (638,886)           (53,650)          (31,439)
                                                                        -------------------------------------------------
Net increase (decrease) in net assets resulting from operations          $ (699,892)         $ (60,898)        $ (30,314)
                                                                        =================================================






                                                                                            Putnam VT
                                                                                           Global Asset
                                                                        Money Market        Allocation        Putnam VT Vista
                                                                          Division           Division            Division
                                                                        ----------------------------------------------------

Investment income (loss)
                                                                                                      
Income:
      Dividends                                                          $ 242,702            $ 27,680                  $ -

Expenses:
      Mortality and expense risks                                          165,207               6,907               31,333
                                                                        ----------------------------------------------------
 Net Investment income (loss)                                               77,495              20,773              (31,333)

Realized gains (losses) on investments
 Realized gain (losses) on sale of fund shares                                   -             (14,778)            (244,941)
 Capital gain distributions                                                      -                   -                    -
                                                                        ----------------------------------------------------
 Total realized gains (losses) on investments                                    -             (14,778)            (244,941)
 Change in net unrealized appreciation or depreciation of investments       (1,747)            (99,866)          (1,114,475)
                                                                        ----------------------------------------------------
Net increase (decrease) in net assets resulting from operations           $ 75,748           $ (93,871)        $ (1,390,749)
                                                                        ====================================================






                                                                           Putnam VT           Real Estate          SmallCap
                                                                        Voyager Division         Division           Division
                                                                        ------------------------------------------------------

Investment income (loss)
                                                                                                          
Income:
      Dividends                                                             $ 127,149                 $ -                 $ -

Expenses:
      Mortality and expense risks                                             109,813              17,152              16,073
                                                                        ------------------------------------------------------
 Net Investment income (loss)                                                  17,336             (17,152)            (16,073)

Realized gains (losses) on investments
 Realized gain (losses) on sale of fund shares                               (362,645)             70,192             (40,580)
 Capital gain distributions                                                         -                   -                   -
                                                                        ------------------------------------------------------
 Total realized gains (losses) on investments                                (362,645)             70,192             (40,580)
 Change in net unrealized appreciation or depreciation of investments      (3,797,049)            538,235            (572,383)
                                                                        ------------------------------------------------------
Net increase (decrease) in net assets resulting from operations          $ (4,142,358)          $ 591,275          $ (629,036)
                                                                        ======================================================






                                                                           SmallCap         SmallCap Value
                                                                        Growth Division         Division        Utilities Division
                                                                        --------------------------------------------------------

Investment income (loss)
                                                                                                            
Income:
      Dividends                                                                   $ -                  $ -                  $ -

Expenses:
      Mortality and expense risks                                              51,439               29,079               10,267
                                                                        --------------------------------------------------------
 Net Investment income (loss)                                                 (51,439)             (29,079)             (10,267)

Realized gains (losses) on investments
 Realized gain (losses) on sale of fund shares                               (217,734)              14,019             (136,512)
 Capital gain distributions                                                         -                    -                    -
                                                                        --------------------------------------------------------
 Total realized gains (losses) on investments                                (217,734)              14,019             (136,512)
 Change in net unrealized appreciation or depreciation of investments      (2,905,636)             455,369              (37,079)
                                                                        --------------------------------------------------------
Net increase (decrease) in net assets resulting from operations          $ (3,174,809)           $ 440,309           $ (183,858)
                                                                        ========================================================






                                                                         Wells Fargo VT      Wells Fargo VT      Wells Fargo VT
                                                                        Asset Allocation     Equity Income       Large Company
                                                                           Division             Division         Growth Division
                                                                        ----------------------------------------------------

Investment income (loss)
                                                                                                               
Income:
      Dividends                                                               $ -                  $ -                  $ -

Expenses:
      Mortality and expense risks                                               -                    -                    -
                                                                        ----------------------------------------------------
 Net Investment income (loss)                                                   -                    -                    -

Realized gains (losses) on investments
 Realized gain (losses) on sale of fund shares                                  -                    -                    -
 Capital gain distributions                                                     -                    -                    -
                                                                        ----------------------------------------------------
 Total realized gains (losses) on investments                                   -                    -                    -
 Change in net unrealized appreciation or depreciation of investments           -                    -                    -
                                                                        ----------------------------------------------------
Net increase (decrease) in net assets resulting from operations               $ -                  $ -                  $ -
                                                                        ====================================================




PRINCIPAL LIFE INSURANCE COMPANY
VARIABLE LIFE SEPARATE ACCOUNT

STATEMENT OF CHANGES IN NET ASSETS

For the Period Ended June 30, 2002
(Unaudited)



                                                                             AIM V.I. Core     AIM V.I. Growth    AIM V.I. Premier
                                                                             Equity Division      Division         Equity Division
                                                                             -------------------------------------------------------

                                                                                                          
Net Assets at January 1, 2002                                                   $ 107,483         $ 174,780           $ 426,219
 Increase (decrease) in net assets
 Operations:
      Net investment income (loss)                                                 (1,347)           (1,412)             (3,923)
      Total realized gains (losses) on investments                                    (62)           (6,657)             (6,061)
      Change in net unrealized appreciation or depreciation of investments        (34,721)          (74,719)           (255,702)
                                                                             -------------------------------------------------------
 Net Increase (decrease) in net assets resulting from operations                  (36,130)          (82,788)           (265,686)

 Policy related transactions:
      Net premium payments, less sales charges
        and applicable premium taxes                                              633,336           482,159           1,985,392
      Contract terminations and surrenders                                           (839)             (967)             (1,444)
      Death benefit payments                                                            -                 -                   -
      Policy loan transfers                                                          (886)               (5)             (2,425)
      Transfers to other contracts                                               (190,064)         (168,951)           (810,805)
      Cost of insurance and administration charges                                (28,874)          (29,294)            (73,932)
      Surrender charges                                                              (210)             (247)               (375)
                                                                             -------------------------------------------------------
 Increase (decrease) in assets from policy related transactions                   412,463           282,695           1,096,411
                                                                             -------------------------------------------------------

 Total increase (decrease)                                                        376,333           199,907             830,725
                                                                             -------------------------------------------------------
Net assets at June 30, 2002                                                     $ 483,816         $ 374,687         $ 1,256,944
                                                                             =======================================================






                                                                             American Century
                                                                               VP Income &     American Century    American Century
                                                                              Growth Division  VP Ultra Division   VP Value Division
                                                                             ----------------------------------------------------

                                                                                                                 
Net Assets at January 1, 2002                                                   $ 323,130           $ 192,825                $ -
 Increase (decrease) in net assets
 Operations:
      Net investment income (loss)                                                  2,668              (1,287)               (23)
      Total realized gains (losses) on investments                                 (1,051)             (1,122)                 -
      Change in net unrealized appreciation or depreciation of investments        (92,451)            (43,091)            (1,497)
                                                                             ----------------------------------------------------
 Net Increase (decrease) in net assets resulting from operations                  (90,834)            (45,500)            (1,520)

 Policy related transactions:
      Net premium payments, less sales charges
        and applicable premium taxes                                              924,241             333,041            122,428
      Contract terminations and surrenders                                           (689)             (2,753)                 -
      Death benefit payments                                                            -                   -                  -
      Policy loan transfers                                                           432                   -                  -
      Transfers to other contracts                                               (231,451)            (64,960)                 -
      Cost of insurance and administration charges                                (50,538)            (30,594)              (295)
      Surrender charges                                                              (176)               (702)                 -
                                                                             ----------------------------------------------------
 Increase (decrease) in assets from policy related transactions                   641,819             234,032            122,133
                                                                             ----------------------------------------------------

 Total increase (decrease)                                                        550,985             188,532            120,613
                                                                             ----------------------------------------------------
Net assets at June 30, 2002                                                     $ 874,115           $ 381,357          $ 120,613
                                                                             ====================================================






                                                                             Asset Allocation
                                                                                 Division        Balanced Division    Bond Division
                                                                             -------------------------------------------------------

                                                                                                           
Net Assets at January 1, 2002                                                  $ 9,649,902        $ 13,101,392         $ 14,908,876
 Increase (decrease) in net assets
 Operations:
      Net investment income (loss)                                                 (42,219)            331,741              679,630
      Total realized gains (losses) on investments                                (149,950)           (158,216)             (16,974)
      Change in net unrealized appreciation or depreciation of investments        (420,017)         (1,173,358)            (180,566)
                                                                             -------------------------------------------------------
 Net Increase (decrease) in net assets resulting from operations                  (612,186)           (999,833)             482,090

 Policy related transactions:
      Net premium payments, less sales charges
        and applicable premium taxes                                             3,908,123           3,137,507           10,994,967
      Contract terminations and surrenders                                        (781,852)           (347,363)            (292,093)
      Death benefit payments                                                             -             (22,809)             (38,006)
      Policy loan transfers                                                        (13,862)            (33,022)            (506,477)
      Transfers to other contracts                                              (2,929,697)         (1,659,692)          (6,634,130)
      Cost of insurance and administration charges                                (391,194)           (546,097)            (774,597)
      Surrender charges                                                           (199,304)            (72,107)             (66,420)
                                                                             -------------------------------------------------------
 Increase (decrease) in assets from policy related transactions                   (407,786)            456,417            2,683,244
                                                                             -------------------------------------------------------

 Total increase (decrease)                                                      (1,019,972)           (543,416)           3,165,334
                                                                             -------------------------------------------------------
Net assets at June 30, 2002                                                    $ 8,629,930        $ 12,557,976         $ 18,074,210
                                                                             =======================================================






                                                                             Capital Value     DIP Founders       Equity Growth
                                                                                Division     Discovery Division      Division
                                                                             ---------------------------------------------------

                                                                                                       
Net Assets at January 1, 2002                                                $ 29,595,153         $ 155,009        $ 50,584,441
 Increase (decrease) in net assets
 Operations:
      Net investment income (loss)                                               (141,061)             (691)           (190,924)
      Total realized gains (losses) on investments                               (191,968)           (1,239)           (326,073)
      Change in net unrealized appreciation or depreciation of investments       (968,709)          (29,591)         (9,005,742)
                                                                             ---------------------------------------------------
 Net Increase (decrease) in net assets resulting from operations               (1,301,738)          (31,521)         (9,522,739)

 Policy related transactions:
      Net premium payments, less sales charges
        and applicable premium taxes                                            7,647,542            90,227          13,605,107
      Contract terminations and surrenders                                       (639,692)              (67)         (2,102,985)
      Death benefit payments                                                      (20,998)                -             (43,467)
      Policy loan transfers                                                      (131,679)                -            (315,317)
      Transfers to other contracts                                             (2,032,218)          (53,055)         (5,446,635)
      Cost of insurance and administration charges                             (1,498,531)           (7,243)         (2,502,114)
      Surrender charges                                                          (118,875)              (17)           (539,089)
                                                                             ---------------------------------------------------
 Increase (decrease) in assets from policy related transactions                 3,205,549            29,845           2,655,500
                                                                             ---------------------------------------------------

 Total increase (decrease)                                                      1,903,811            (1,676)         (6,867,239)
                                                                             ---------------------------------------------------
Net assets at June 30, 2002                                                  $ 31,498,964         $ 153,333        $ 43,717,202
                                                                             ===================================================






                                                                             Fidelity VIP      Fidelity VIP
                                                                              Contrafund       Equity-Income     Fidelity VIP
                                                                               Division           Division      Growth Division
                                                                             ------------------------------------------------

                                                                                                             
Net Assets at January 1, 2002                                                $ 41,154,655      $ 18,129,536              $ -
 Increase (decrease) in net assets
 Operations:
      Net investment income (loss)                                                155,983           213,986               (2)
      Total realized gains (losses) on investments                               (281,169)          301,983               (1)
      Change in net unrealized appreciation or depreciation of investments       (420,167)       (1,865,482)            (307)
                                                                             ------------------------------------------------
 Net Increase (decrease) in net assets resulting from operations                 (545,353)       (1,349,513)            (310)

 Policy related transactions:
      Net premium payments, less sales charges
        and applicable premium taxes                                           11,728,144         8,830,692            3,785
      Contract terminations and surrenders                                     (2,257,695)       (1,063,138)               -
      Death benefit payments                                                      (15,635)          (13,084)               -
      Policy loan transfers                                                      (248,828)         (100,505)               -
      Transfers to other contracts                                             (5,334,630)       (4,890,848)               -
      Cost of insurance and administration charges                             (1,880,656)         (752,007)             (28)
      Surrender charges                                                          (587,643)         (284,041)               -
                                                                             ------------------------------------------------
 Increase (decrease) in assets from policy related transactions                 1,403,057         1,727,069            3,757
                                                                             ------------------------------------------------

 Total increase (decrease)                                                        857,704           377,556            3,447
                                                                             ------------------------------------------------
Net assets at June 30, 2002                                                  $ 42,012,359      $ 18,507,092          $ 3,447
                                                                             ================================================






                                                                             Fidelity VIP        Government
                                                                              High Income        Securities
                                                                                Division          Division        Growth Division
                                                                             ----------------------------------------------------

                                                                                                        
Net Assets at January 1, 2002                                                 $ 2,817,582      $ 10,466,081         $ 15,258,597
 Increase (decrease) in net assets
 Operations:
      Net investment income (loss)                                                290,652           447,314              (68,351)
      Total realized gains (losses) on investments                               (115,277)           34,719             (322,482)
      Change in net unrealized appreciation or depreciation of investments       (330,954)          (30,298)          (2,790,629)
                                                                             ----------------------------------------------------
 Net Increase (decrease) in net assets resulting from operations                 (155,579)          451,735           (3,181,462)

 Policy related transactions:
      Net premium payments, less sales charges
        and applicable premium taxes                                            1,375,669         7,427,505            4,182,154
      Contract terminations and surrenders                                       (353,814)         (123,650)            (369,232)
      Death benefit payments                                                            -            (6,819)              (1,115)
      Policy loan transfers                                                      (109,156)          (65,251)             (88,880)
      Transfers to other contracts                                               (597,385)       (2,913,457)          (1,531,217)
      Cost of insurance and administration charges                               (138,912)         (440,301)            (873,747)
      Surrender charges                                                           (90,189)          (33,095)             (99,894)
                                                                             ----------------------------------------------------
 Increase (decrease) in assets from policy related transactions                    86,213         3,844,932            1,218,069
                                                                             ----------------------------------------------------

 Total increase (decrease)                                                        (69,366)        4,296,667           (1,963,393)
                                                                             ----------------------------------------------------
Net assets at June 30, 2002                                                   $ 2,748,216      $ 14,762,748         $ 13,295,204
                                                                             ====================================================





                                                                                                                 International
                                                                                High Yield    International     Emerging Markets
                                                                                 Division        Division           Division
                                                                             ------------------------------------------------

                                                                                                             
Net Assets at January 1, 2002                                                  $ 1,710,543    $ 17,773,333               $ -
 Increase (decrease) in net assets
 Operations:
      Net investment income (loss)                                                  (5,849)         (8,029)               (8)
      Total realized gains (losses) on investments                                 (94,837)       (226,035)             (880)
      Change in net unrealized appreciation or depreciation of investments          19,860        (364,088)            1,582
                                                                             ------------------------------------------------
 Net Increase (decrease) in net assets resulting from operations                   (80,826)       (598,152)              694

 Policy related transactions:
      Net premium payments, less sales charges
        and applicable premium taxes                                                22,927       5,521,292           366,708
      Contract terminations and surrenders                                        (157,389)       (343,526)               (2)
      Death benefit payments                                                             -         (22,746)                -
      Policy loan transfers                                                         (3,039)       (109,988)              209
      Transfers to other contracts                                                 (53,457)     (1,795,401)         (357,321)
      Cost of insurance and administration charges                                 (47,085)       (922,866)             (154)
      Surrender charges                                                             (7,142)        (88,606)               (1)
                                                                             ------------------------------------------------
 Increase (decrease) in assets from policy related transactions                   (245,185)      2,238,159             9,439
                                                                             ------------------------------------------------

 Total increase (decrease)                                                        (326,011)      1,640,007            10,133
                                                                             ------------------------------------------------
Net assets at June 30, 2002                                                    $ 1,384,532    $ 19,413,340          $ 10,133
                                                                             ================================================





                                                                                                                      INVESCO VIF -
                                                                               International       INVESCO VIF -     Health Sciences
                                                                             SmallCap Division   Dynamics Division      Division
                                                                             ------------------------------------------------------

                                                                                                             
Net Assets at January 1, 2002                                                    $ 7,597,799           $ 53,019          $ 369,374
 Increase (decrease) in net assets
 Operations:
      Net investment income (loss)                                                   (17,215)              (394)            (1,813)
      Total realized gains (losses) on investments                                  (214,801)              (792)            (1,922)
      Change in net unrealized appreciation or depreciation of investments           389,738            (28,220)           (96,131)
                                                                             ------------------------------------------------------
 Net Increase (decrease) in net assets resulting from operations                     157,722            (29,406)           (99,866)

 Policy related transactions:
      Net premium payments, less sales charges
        and applicable premium taxes                                               8,350,205            179,672            792,667
      Contract terminations and surrenders                                          (124,756)              (497)            (2,708)
      Death benefit payments                                                          (4,776)                 -                  -
      Policy loan transfers                                                          (45,087)                12             (1,007)
      Transfers to other contracts                                                (6,712,460)           (76,882)          (191,987)
      Cost of insurance and administration charges                                  (462,427)            (7,991)           (62,446)
      Surrender charges                                                              (32,562)              (127)              (695)
                                                                             ------------------------------------------------------
 Increase (decrease) in assets from policy related transactions                      968,137             94,187            533,824
                                                                             ------------------------------------------------------

 Total increase (decrease)                                                         1,125,859             64,781            433,958
                                                                             ------------------------------------------------------
Net assets at June 30, 2002                                                      $ 8,723,658          $ 117,800          $ 803,332
                                                                             ======================================================






                                                                              INVESCO VIF -      INVESCO VIF -      Janus Aspen
                                                                              Small Company       Technology         Aggressive
                                                                             Growth Division       Division        Growth Division
                                                                             ----------------------------------------------------

                                                                                                           
Net Assets at January 1, 2002                                                    $ 63,237          $ 137,546           $ 403,359
 Increase (decrease) in net assets
 Operations:
      Net investment income (loss)                                                   (812)              (978)             (2,633)
      Total realized gains (losses) on investments                                   (308)            (2,442)             (8,450)
      Change in net unrealized appreciation or depreciation of investments        (39,850)          (128,208)           (107,301)
                                                                             ----------------------------------------------------
 Net Increase (decrease) in net assets resulting from operations                  (40,970)          (131,628)           (118,384)

 Policy related transactions:
      Net premium payments, less sales charges
        and applicable premium taxes                                              455,266            450,635             696,985
      Contract terminations and surrenders                                         (1,678)               (10)               (720)
      Death benefit payments                                                            -                  -                   -
      Policy loan transfers                                                          (474)                 -             (13,497)
      Transfers to other contracts                                               (176,282)           (95,527)           (217,245)
      Cost of insurance and administration charges                                (18,117)           (21,514)            (62,608)
      Surrender charges                                                              (480)                (3)               (184)
                                                                             ----------------------------------------------------
 Increase (decrease) in assets from policy related transactions                   258,235            333,581             402,731
                                                                             ----------------------------------------------------

 Total increase (decrease)                                                        217,265            201,953             284,347
                                                                             ----------------------------------------------------
Net assets at June 30, 2002                                                     $ 280,502          $ 339,499           $ 687,706
                                                                             ====================================================






                                                                             LargeCap Blend    LargeCap Growth     LargeCap Stock
                                                                                Division          Division         Index Division
                                                                             ----------------------------------------------------

                                                                                                        
Net Assets at January 1, 2002                                                       $ -            $ 154,565        $ 17,277,953
 Increase (decrease) in net assets
 Operations:
      Net investment income (loss)                                                  (13)              (1,985)            (80,001)
      Total realized gains (losses) on investments                                   (1)              (5,405)           (174,523)
      Change in net unrealized appreciation or depreciation of investments       (1,344)            (185,493)         (2,460,601)
                                                                             ----------------------------------------------------
 Net Increase (decrease) in net assets resulting from operations                 (1,358)            (192,883)         (2,715,125)

 Policy related transactions:
      Net premium payments, less sales charges
        and applicable premium taxes                                             72,237            1,407,755           6,631,840
      Contract terminations and surrenders                                            -               (1,323)           (366,809)
      Death benefit payments                                                          -                    -              (8,219)
      Policy loan transfers                                                           -                 (159)            (97,921)
      Transfers to other contracts                                                    -             (173,017)         (3,066,537)
      Cost of insurance and administration charges                                 (280)             (66,694)           (636,765)
      Surrender charges                                                               -                 (337)           (107,603)
                                                                             ----------------------------------------------------
 Increase (decrease) in assets from policy related transactions                  71,957            1,166,225           2,347,986
                                                                             ----------------------------------------------------

 Total increase (decrease)                                                       70,599              973,342            (367,139)
                                                                             ----------------------------------------------------
Net assets at June 30, 2002                                                    $ 70,599          $ 1,127,907        $ 16,910,814
                                                                             ====================================================






                                                                             LargeCap Value
                                                                                Division       MicroCap Division     MidCap Division
                                                                             -------------------------------------------------------

                                                                                                           
Net Assets at January 1, 2002                                                       $ -          $ 1,907,964           $ 39,443,774
 Increase (decrease) in net assets
 Operations:
      Net investment income (loss)                                                  (34)              (9,747)              (147,594)
      Total realized gains (losses) on investments                                   (2)               6,336                546,409
      Change in net unrealized appreciation or depreciation of investments       (1,404)             (30,070)            (1,659,047)
                                                                             -------------------------------------------------------
 Net Increase (decrease) in net assets resulting from operations                 (1,440)             (33,481)            (1,260,232)

 Policy related transactions:
      Net premium payments, less sales charges
        and applicable premium taxes                                             70,758              906,973             10,150,926
      Contract terminations and surrenders                                            -              (32,323)            (1,076,953)
      Death benefit payments                                                          -              (29,054)               (76,105)
      Policy loan transfers                                                           -              (19,130)              (525,930)
      Transfers to other contracts                                                   (9)            (316,933)            (4,635,750)
      Cost of insurance and administration charges                                 (335)             (86,610)            (1,489,640)
      Surrender charges                                                               -               (8,239)              (221,838)
                                                                             -------------------------------------------------------
 Increase (decrease) in assets from policy related transactions                  70,414              414,684              2,124,710
                                                                             -------------------------------------------------------

 Total increase (decrease)                                                       68,974              381,203                864,478
                                                                             -------------------------------------------------------
Net assets at June 30, 2002                                                    $ 68,974          $ 2,289,167           $ 40,308,252
                                                                             =======================================================






                                                                             MidCap Growth       MidCap Growth      MidCap Value
                                                                               Division         Equity Division       Division
                                                                             --------------------------------------------------

                                                                                                         
Net Assets at January 1, 2002                                                 $ 3,431,858         $ 124,701          $ 334,689
 Increase (decrease) in net assets
 Operations:
      Net investment income (loss)                                                (15,285)             (987)            (3,658)
      Total realized gains (losses) on investments                                (45,721)           (6,261)             4,783
      Change in net unrealized appreciation or depreciation of investments       (638,886)          (53,650)           (31,439)
                                                                             --------------------------------------------------
 Net Increase (decrease) in net assets resulting from operations                 (699,892)          (60,898)           (30,314)

 Policy related transactions:
      Net premium payments, less sales charges
        and applicable premium taxes                                            1,689,202           348,248          1,544,605
      Contract terminations and surrenders                                        (95,101)              (77)            (3,146)
      Death benefit payments                                                            -                 -                  -
      Policy loan transfers                                                        (5,490)              (18)            (3,761)
      Transfers to other contracts                                               (637,220)         (143,337)          (265,424)
      Cost of insurance and administration charges                               (203,971)          (19,220)           (62,372)
      Surrender charges                                                           (24,242)              (20)              (802)
                                                                             --------------------------------------------------
 Increase (decrease) in assets from policy related transactions                   723,178           185,576          1,209,100
                                                                             --------------------------------------------------

 Total increase (decrease)                                                         23,286           124,678          1,178,786
                                                                             --------------------------------------------------
Net assets at June 30, 2002                                                   $ 3,455,144         $ 249,379        $ 1,513,475
                                                                             ==================================================





                                                                                               Putnam VT Global
                                                                              Money Market     Asset Allocation     Putnam VT Vista
                                                                                Division          Division             Division
                                                                             -----------------------------------------------------

                                                                                                          
Net Assets at January 1, 2002                                                $ 29,911,038        $ 1,442,869          $ 6,598,135
 Increase (decrease) in net assets
 Operations:
      Net investment income (loss)                                                 77,495             20,773              (31,333)
      Total realized gains (losses) on investments                                      -            (14,778)            (244,941)
      Change in net unrealized appreciation or depreciation of investments         (1,747)           (99,866)          (1,114,475)
                                                                             -----------------------------------------------------
 Net Increase (decrease) in net assets resulting from operations                   75,748            (93,871)          (1,390,749)

 Policy related transactions:
      Net premium payments, less sales charges
        and applicable premium taxes                                           60,037,118            829,115            2,413,971
      Contract terminations and surrenders                                     (2,099,710)           (16,590)            (356,279)
      Death benefit payments                                                            -             (1,474)                (450)
      Policy loan transfers                                                      (314,317)            (1,545)             (34,258)
      Transfers to other contracts                                            (49,962,491)          (287,991)          (1,258,663)
      Cost of insurance and administration charges                             (2,421,006)           (90,042)            (391,921)
      Surrender charges                                                          (539,857)            (4,330)             (90,607)
                                                                             -----------------------------------------------------
 Increase (decrease) in assets from policy related transactions                 4,699,737            427,143              281,793
                                                                             -----------------------------------------------------

 Total increase (decrease)                                                      4,775,485            333,272           (1,108,956)
                                                                             -----------------------------------------------------
Net assets at June 30, 2002                                                  $ 34,686,523        $ 1,776,141          $ 5,489,179
                                                                             =====================================================






                                                                                Putnam VT         Real Estate
                                                                             Voyager Division       Division       SmallCap Division
                                                                             ----------------------------------------------------

                                                                                                         
Net Assets at January 1, 2002                                                   $ 22,400,946      $ 3,295,109        $ 3,681,969
 Increase (decrease) in net assets
 Operations:
      Net investment income (loss)                                                    17,336          (17,152)           (16,073)
      Total realized gains (losses) on investments                                  (362,645)          70,192            (40,580)
      Change in net unrealized appreciation or depreciation of investments        (3,797,049)         538,235           (572,383)
                                                                             ----------------------------------------------------
 Net Increase (decrease) in net assets resulting from operations                  (4,142,358)         591,275           (629,036)

 Policy related transactions:
      Net premium payments, less sales charges
        and applicable premium taxes                                               7,681,024        4,212,773          2,664,859
      Contract terminations and surrenders                                          (561,632)        (519,621)          (210,874)
      Death benefit payments                                                         (14,151)         (37,637)           (50,381)
      Policy loan transfers                                                          (55,265)         (68,313)           (24,203)
      Transfers to other contracts                                                (2,875,207)      (2,057,534)          (802,837)
      Cost of insurance and administration charges                                (1,304,678)        (223,736)          (215,664)
      Surrender charges                                                             (155,137)        (132,465)           (58,216)
                                                                             ----------------------------------------------------
 Increase (decrease) in assets from policy related transactions                    2,714,954        1,173,467          1,302,684
                                                                             ----------------------------------------------------

 Total increase (decrease)                                                        (1,427,404)       1,764,742            673,648
                                                                             ----------------------------------------------------
Net assets at June 30, 2002                                                     $ 20,973,542      $ 5,059,851        $ 4,355,617
                                                                             ====================================================






                                                                             SmallCap Growth     SmallCap Value      Utilities
                                                                                Division            Division         Division
                                                                             --------------------------------------------------

                                                                                                       
Net Assets at January 1, 2002                                                 $ 10,098,274        $ 5,542,468      $ 2,061,320
 Increase (decrease) in net assets
 Operations:
      Net investment income (loss)                                                 (51,439)           (29,079)         (10,267)
      Total realized gains (losses) on investments                                (217,734)            14,019         (136,512)
      Change in net unrealized appreciation or depreciation of investments      (2,905,636)           455,369          (37,079)
                                                                             --------------------------------------------------
 Net Increase (decrease) in net assets resulting from operations                (3,174,809)           440,309         (183,858)

 Policy related transactions:
      Net premium payments, less sales charges
        and applicable premium taxes                                             4,082,000          6,923,464        1,210,813
      Contract terminations and surrenders                                        (396,197)        (1,087,059)         (54,206)
      Death benefit payments                                                        (6,254)           (33,477)         (22,724)
      Policy loan transfers                                                         (7,151)           (75,249)         (37,612)
      Transfers to other contracts                                              (1,656,343)        (2,715,671)        (780,400)
      Cost of insurance and administration charges                                (614,129)          (295,016)        (131,183)
      Surrender charges                                                           (105,466)          (277,103)         (13,818)
                                                                             --------------------------------------------------
 Increase (decrease) in assets from policy related transactions                  1,296,460          2,439,889          170,870
                                                                             --------------------------------------------------

 Total increase (decrease)                                                      (1,878,349)         2,880,198          (12,988)
                                                                             --------------------------------------------------
Net assets at June 30, 2002                                                    $ 8,219,925        $ 8,422,666      $ 2,048,332
                                                                             ==================================================






                                                                              Wells Fargo VT    Wells Fargo VT   Wells Fargo VT
                                                                             Asset Allocation   Equity Income     Large Company
                                                                               Division            Division      Growth Division
                                                                             --------------------------------------------------

                                                                                                               
Net Assets at January 1, 2002                                                     $ -               $ -                    $ -
 Increase (decrease) in net assets
 Operations:
      Net investment income (loss)                                                  -                 -                      -
      Total realized gains (losses) on investments                                  -                 -                      -
      Change in net unrealized appreciation or depreciation of investments          -                 -                      -
                                                                             --------------------------------------------------
 Net Increase (decrease) in net assets resulting from operations                    -                 -                      -

 Policy related transactions:
      Net premium payments, less sales charges
        and applicable premium taxes                                                -                 -                      -
      Contract terminations and surrenders                                          -                 -                      -
      Death benefit payments                                                        -                 -                      -
      Policy loan transfers                                                         -                 -                      -
      Transfers to other contracts                                                  -                 -                      -
      Cost of insurance and administration charges                                  -                 -                      -
      Surrender charges                                                             -                 -                      -
                                                                             --------------------------------------------------
 Increase (decrease) in assets from policy related transactions                     -                 -                      -
                                                                             --------------------------------------------------

 Total increase (decrease)                                                          -                 -                      -
                                                                             --------------------------------------------------
Net assets at June 30, 2002                                                       $ -               $ -                    $ -
                                                                             ==================================================




PRINCIPAL LIFE INSURANCE COMPANY
VARIABLE LIFE SEPARATE ACCOUNT
Notes to Financial Statements
June 30, 2002



1.   Basis of Presentation

     The accompanying interim unaudited condensed financial statements should be
     read in conjunction with the financial statements and notes thereto for the
     year ended December 31, 2001. The condensed financial  statements presented
     herein are  unaudited  but, in the opinion of  management,  include all the
     necessary adjustments (which comprise only normal recurring items) required
     for a fair  presentation of the financial  position as of June 30, 2002 and
     the results of operations for the six months ended June 30, 2002.  However,
     interim  results of  operations  necessarily  require more  estimates  than
     annual results and may not be indicative of results for the full year.




                                                   Principal Life Insurance Company
                                             Consolidated Statements of Financial Position


                                                                           June 30,        December 31,
                                                                            2002               2001
                                                                      ------------------ ------------------
                                                                         (Unaudited)         (Note 1)
                                                                                 (in millions,
                                                                             except per share data)
Assets
                                                                                       
Fixed maturities, available-for-sale................................        $30,580.1          $29,007.4
Fixed maturities, trading...........................................             59.6               17.8
Equity securities, available-for-sale...............................            785.3              798.7
Mortgage loans......................................................         10,599.4           10,884.6
Real estate.........................................................            941.9              950.5
Policy loans........................................................            824.7              831.9
Other investments...................................................            607.2              615.5
                                                                      ------------------ ------------------
   Total investments...............................................          44,398.2           43,106.4

Cash and cash equivalents...........................................          1,959.4            1,077.7
Accrued investment income...........................................            606.1              593.5
Premiums due and other receivables..................................          1,040.9              468.3
Deferred policy acquisition costs...................................          1,388.3            1,322.3
Property and equipment..............................................            480.4              480.6
Goodwill............................................................             68.6               59.2
Other intangibles...................................................             10.3               13.0
Mortgage loan servicing rights......................................          1,978.1            1,778.5
Separate account assets.............................................         33,151.8           34,028.9
Other assets........................................................            783.9              642.2
                                                                      ------------------ ------------------
                                                                      ------------------ ------------------
   Total assets....................................................         $85,866.0          $83,570.6
                                                                      ================== ==================
                                                                      ================== ==================

Liabilities
Contractholder funds................................................        $25,995.0          $24,664.6
Future policy benefits and claims...................................         13,422.3           13,011.7
Other policyholder funds............................................            580.2              576.6
Short-term debt.....................................................          1,657.0            1,378.4
Long-term debt......................................................            588.7              617.6
Income taxes currently payable......................................            211.7                -
Deferred income taxes...............................................            827.3              782.7
Separate account liabilities........................................         33,151.8           34,028.9
Other liabilities...................................................          4,155.1            3,167.9
                                                                      ------------------ ------------------
                                                                      ------------------ ------------------
   Total liabilities...............................................          80,589.1           78,228.4

Stockholder's equity
Common stock, par value $.01 per share - 5.0 million shares authorized, 2.5
   million shares issued and outstanding
   (wholly owned indirectly by Principal Financial Group, Inc.)g                  2.5                2.5
Additional paid-in capital..........................................          5,005.9            5,004.6
Retained-earnings deficit...........................................            (94.2)             (26.6)
Accumulated other comprehensive income..............................            362.7              368.4
Treasury stock, at cost (363.7 thousand shares of Principal
   Financial Group, Inc. common stock - 2001).......................              -                 (6.7)
                                                                      ------------------ ------------------
   Total stockholder's equity......................................           5,276.9            5,342.2
                                                                      ------------------ ------------------
                                                                      ------------------ ------------------
   Total liabilities and stockholder's equity......................         $85,866.0          $83,570.6
                                                                      ================== ==================


     See accompanying notes.






                                                   Principal Life Insurance Company
                                                 Consolidated Statements of Operations
                                                              (Unaudited)


                                                     For the three months ended           For the six months
                                                              June 30,                      ended June 30,
                                                  --------------------------------- -------------------------------
                                                       2002             2001             2002            2001
                                                 ---------------------------------- --------------- ---------------
                                                                              (in millions)
Revenues
                                                                                           
Premiums and other considerations..............      $1,122.0         $  827.8        $ 1,966.5        $ 1,863.5
Fees and other revenues........................         406.4            360.8            811.1            696.6
Net investment income..........................         767.6            797.6          1,534.1          1,613.9
Net realized capital losses....................        (126.1)           (97.6)           (39.5)          (170.1)
                                                 ---------------- ---------------- ---------------- ---------------
                                                 ---------------- ---------------- ---------------- ---------------
      Total revenues...........................       2,169.9          1,888.6          4,272.2          4,003.9

Expenses
Benefits, claims and settlement
   expenses....................................       1,419.6          1,165.4          2,570.1          2,517.3
Dividends to policyholders.....................          79.5             81.1            161.9            162.1
Operating expenses.............................         550.7            495.4          1,091.4          1,015.3
                                                 ---------------- ---------------- ---------------- ---------------
                                                 ---------------- ---------------- ---------------- ---------------
      Total expenses...........................       2,049.8          1,741.9          3,823.4          3,694.7
                                                 ---------------- ---------------- ---------------- ---------------
                                                 ---------------- ---------------- ---------------- ---------------

Income before income taxes and cumulative
   effect of accounting changes................         120.1            146.7            448.8            309.2

Income taxes...................................          21.3             31.0            121.8             62.1
                                                 ---------------- ---------------- ---------------- ---------------
                                                 ---------------- ---------------- ---------------- ---------------
Income before cumulative effect of
   accounting changes..........................          98.8            115.7            327.0            247.1
Cumulative effect of accounting changes, net
   of related income taxes.....................           -                -               (4.6)           (10.7)
                                                 ---------------- ---------------- ---------------- ---------------
Net income.....................................      $   98.8         $  115.7        $   322.4        $   236.4
                                                 ================ ================ ================ ===============



See accompanying notes.







                                                   Principal Life Insurance Company
                                            Consolidated Statements of Stockholder's Equity
                                                              (Unaudited)


                                                                           Accumulated
                                                 Additional   Retained        other                      Total
                                     Common       paid-in     earnings    comprehensive    Treasury  stockholder's
                                     Stock        capital     (deficit)      income          stock      equity
                                  -------------  ----------- ---------------------------- ---------- --------------
                                                                   (in millions)

                                                                                       
   Balances at January 1, 2001....      $ 2.5       $   21.0   $5,188.6        $ 88.1         $ -         $5,300.2
   Dividends to parent............        -              -       (420.0)          9.8           -          (410.2)
   Comprehensive income:
    Net income...................         -              -        236.4           -             -           236.4
    Net unrealized gains.........         -              -          -           177.6           -           177.6
    Provision for deferred                -                                     (76.8)          -           (76.8)
   income taxes..................                        -          -
    Foreign currency translation
       adjustment................         -              -          -            25.1           -            25.1
    Cumulative effect of
        accounting change, net
        of related income taxes..         -              -          -           (14.2)          -           (14.2)
                                                                                                     --------------
                                                                                                     --------------
   Comprehensive income...........                                                                          348.1
                                  -------------- ---------------------------------------- ---------- --------------
                                  -------------- ---------------------------------------- ---------- --------------
   Balances at June 30, 2001......      $ 2.5       $   21.0   $5,005.0        $209.6         $ -         $5,238.1
                                  ============== ======================================== ========== ==============
                                  ============== ======================================== ========== ==============

   Balances at January 1, 2002....       $2.5       $5,004.6   $  (26.6)       $368.4         $(6.7)      $5,342.2
   Dividends to parent............        -              -       (390.0)          -             -          (390.0)
   Principal Financial Group,
    Inc. shares sold by rabbi             -                                       -             6.7           8.0
    trusts........................                       1.3        -
   Comprehensive income:
    Net income...................         -              -        322.4           -             -           322.4
    Net unrealized losses........         -              -          -           (14.0)          -           (14.0)
    Provision for deferred
        income          tax               -                                       3.9           -             3.9
        benefit..................                        -          -
    Foreign currency
        translation    adjustment         -              -          -             4.4           -             4.4
                                                                                                     --------------
                                                                                                     --------------
   Comprehensive income...........                                                                          316.7
                                  -------------- ---------------------------------------- ---------- --------------
   Balances at June 30, 2002......       $2.5       $5,005.9   $  (94.2)       $362.7         $ -         $5,276.9
                                  ============== ======================================== ========== ==============

   See accompanying notes.





                                                   Principal Life Insurance Company
                                                 Consolidated Statements of Cash Flows
                                                              (Unaudited)


                                                          For the six months ended
                                                                  June 30,
                                                      ---------------------------------
                                                             2002             2001
                                                       ----------------- ----------------
                                                                   (in millions)
Operating activities
                                                                       
Net income............................................     $   322.4         $   236.4
Adjustments to reconcile net income to net cash
   provided by operating activities:
     Cumulative effect of accounting changes,
       net of related income taxes....................           4.6              10.7
     Amortization of deferred policy acquisition
       costs..........................................          64.9             103.4
     Additions to deferred policy acquisition costs...        (156.0)           (130.0)
     Accrued investment income........................         (12.6)            (49.9)
     Premiums due and other receivables...............          64.3             (50.7)
     Contractholder and policyholder liabilities
       and dividends..................................       1,039.0             911.5
     Current and deferred income taxes................         309.1              13.2
     Net realized capital losses......................          39.5             170.1
     Depreciation and amortization expense............          44.0              42.8
     Amortization and impairment/recovery of
        mortgage servicing rights.....................         201.4             128.7
     Other............................................         (52.4)            390.0
                                                       ----------------- ----------------
                                                       ----------------- ----------------
Net adjustments.......................................       1,545.8           1,539.8
                                                       ----------------- ----------------
                                                       ----------------- ----------------
Net cash provided by operating activities.............       1,868.2           1,776.2

Investing activities Available-for-sale securities:
   Purchases..........................................      (6,844.0)         (6,673.0)
   Sales.............................................        3,576.5           2,925.7
   Maturities........................................        1,774.9           1,227.3
Net cash flows from trading securities................         (41.2)              -
Mortgage loans acquired or originated.................     (20,689.6)        (16,775.7)
Mortgage loans sold or repaid.........................      20,974.3          16,774.2
Purchase of mortgage servicing rights.................        (471.4)           (392.3)
Proceeds from sale of mortgage servicing rights.......           8.0              26.0
Real estate acquired..................................        (123.7)           (180.4)
Real estate sold......................................         157.5             394.4
Net change in property and equipment..................         (32.8)            (42.4)
Net proceeds (disbursements) from sales of
   subsidiaries.......................................           1.4             (13.5)
Purchases of interest in subsidiaries, net of cash
   acquired...........................................           -                (4.2)
Net change in other investments.......................         428.0            (295.0)
                                                       ----------------- ----------------
                                                       ----------------- ----------------
Net cash used in investing activities.................     $(1,282.1)        $(3,028.9)






                                                   Principal Life Insurance Company
                                           Consolidated Statements of Cash Flows (continued)
                                                              (Unaudited)


                                                          For the six months ended
                                                                   June 30,
                                                      ----------------------------------
                                                             2002             2001
                                                       ----------------- ----------------
                                                                    (in millions)
Financing activities
Sale of Principal Financial Group, Inc. shares
                                                                      
    held by rabbi trusts.............................     $      8.0        $      -
Issuance of long-term debt...........................           10.7             146.4
Principal repayments of long-term debt...............          (39.6)            (92.4)
Dividends to parent..................................         (390.0)           (273.9)
Proceeds of short-term borrowings....................        1,466.0             268.9
Repayment of short-term borrowings...................       (1,187.4)              -
Investment contract deposits.........................        4,088.7           3,302.9
Investment contract withdrawals......................       (3,660.8)         (2,880.2)
                                                       ----------------- ----------------
                                                       ----------------- ----------------
Net cash provided by financing activities............          295.6             471.7
                                                       ----------------- ----------------

Net increase (decrease) in cash and
    cash equivalents.................................          881.7            (781.0)

Cash and cash equivalents at beginning of period.....        1,077.7           1,842.2
                                                       ----------------- ----------------
                                                       ----------------- ----------------
Cash and cash equivalents at end of period...........      $ 1,959.4         $ 1,061.2
                                                       ================= ================
                                                       ================= ================


See accompanying notes.




                        Principal Life Insurance Company
                   Notes to Consolidated Financial Statements
                                  June 30, 2002
                                   (Unaudited)

1.   Nature of Operations and Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated financial statements of Principal Life
Insurance Company and its majority-owned subsidiaries ("the Company") have been
prepared in conformity with accounting principles generally accepted in the U.S.
("U.S. GAAP") for interim financial statements. In the opinion of management,
all adjustments (consisting of normal recurring accruals) considered necessary
for a fair presentation have been included. Operating results for the three
months and six months ended June 30, 2002, are not necessarily indicative of the
results that may be expected for the year ended December 31, 2002. These interim
unaudited consolidated financial statements should be read in conjunction with
the Company's annual audited financial statements as of December 31, 2001. The
accompanying consolidated statement of financial position at December 31, 2001,
has been derived from the audited consolidated statement of financial position
but does not include all of the information and footnotes required by U.S. GAAP
for complete financial statements.

Reclassifications have been made to the December 31, 2001 and June 30, 2001,
financial statements to conform to the June 30, 2002, presentation.

Separate Accounts

At June 30, 2002, the Separate Accounts included a separate account valued at
$1.2 billion which primarily included shares of the Principal Financial Group,
Inc. ("PFG") stock that were allocated and issued to eligible participants of
qualified employee benefit plans administered by the Company as part of the
policy credits issued under the PFG demutualization. The separate account shares
are recorded at fair value and are reported as separate account assets and
separate account liabilities in the consolidated statements of financial
position. Activity of the separate account shares is reflected in both the
separate account assets and separate account liabilities and does not impact the
Company's results of operations.

Accounting Changes

The Financial Accounting Standards Board (the "FASB") Statement of Financial
Accounting Standards ("SFAS") No. 123, Accounting for Stock-Based Compensation
("SFAS 123") encourages, but does not require, companies to record compensation
cost for stock-based employee compensation plans based on the fair value of
options granted. The Company has elected to adopt the fair value based method of
accounting prescribed in SFAS 123 retroactive to January 1, 2002, for its
employee stock-based compensation plans and will implement the method during the
third quarter of 2002 for all stock-based awards granted subsequent to January
1, 2002. Prior to January 1, 2002, the Company elected to account for its
stock-based compensation plans under the provisions of Accounting Principles
Board ("APB") Opinion No. 25, Accounting for Stock Issued to Employees and,
accordingly, employee stock-based compensation costs were excluded from
compensation expense. The Company does not anticipate a material impact to its
consolidated financial statements as a result of this change in accounting
policy.

In June 2001, the FASB issued SFAS No. 141, Business Combinations ("SFAS 141"),
and SFAS No. 142, Goodwill and Other Intangible Assets ("SFAS 142"). SFAS 141
requires that the purchase method of accounting be used for all business
combinations initiated after June 30, 2001, and requires separate recognition of
intangible assets apart from goodwill, if such intangible assets meet certain
criteria. SFAS 142, effective January 1, 2002, prohibits the amortization of
goodwill and intangible assets with indefinite useful lives. Intangible assets
with finite lives will continue to be amortized over their estimated useful
lives. Additionally, SFAS 142 requires that goodwill and indefinite-lived
intangible assets be reviewed for impairment at least annually, which the
Company plans to do in the fourth quarter each year.



                        Principal Life Insurance Company
             Notes to Consolidated Financial Statements (continued)
                                  June 30, 2002
                                   (Unaudited)

1.   Nature of Operations and Significant Accounting Policies (continued)

The initial adoption of SFAS 142 required the Company to perform a two-step
fair-value based goodwill impairment test. The first step of the test compared
the estimated fair value of the reporting unit to its carrying value, including
goodwill. If the carrying value exceeded fair value, a second step was
performed, which compared the implied fair value of the applicable reporting
unit's goodwill with the carrying amount of that goodwill, to measure the
goodwill impairment, if any.

The Company's measurements of fair value were based on evaluations of future
discounted cash flows, product level analysis, market performance assumptions
and cash flow assumptions. These evaluations utilized the best information
available in the circumstances, including reasonable and supportable assumptions
and projections. The discounted cash flow evaluations considered earnings
scenarios and the likelihood of possible outcomes. Collectively, these
evaluations were management's best estimate of projected future cash flows.

As a result of performing the two-step impairment test, the Company recorded an
after-tax goodwill impairment of $4.6 million related to its Life and Health
operations. This impairment was recognized on January 1, 2002, as a cumulative
effect of a change in accounting principle.

Net income for the three months and six months ended June 30, 2002 and 2001,
adjusted for the effects of SFAS 142 related to non-amortization of goodwill and
indefinite-lived intangibles, is as follows (in millions):



                                              For the three months ended          For the six months ended
                                                       June 30,                           June 30,
                                           --------------------------------- -----------------------------------
                                           --------------------------------- -----------------------------------
                                                 2002             2001             2002             2001
                                           --------------------------------- -----------------------------------
                                                             --------------- -----------------

                                                                                            
   Reported net income....................         $98.8          $115.7            $322.4              $236.4
   Adjustment for amortization expense
     for goodwill and indefinite-lived
     intangibles..........................           -               1.4               -                   2.5
   Tax impacts of amortization expense ...           -              (0.6)              -                  (0.9)
                                           --------------------------------- -----------------------------------
                                           --------------------------------- -----------------------------------
   Adjusted net income....................         $98.8          $116.5            $322.4              $238.0
                                           ================================= ===================================
                                           ================================= ===================================



In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets ("SFAS 144"). This Statement supersedes SFAS No.
121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of, and amends APB Opinion No. 30, Reporting the Results
of Operations - Reporting the Effects of Disposal of a Segment of a Business,
and Extraordinary, Unusual and Infrequently Occurring Events and Transactions
("Opinion 30"), establishing a single accounting model for the disposal of
long-lived assets. SFAS 144 generally retains the basic provisions of existing
guidance, but broadens the presentation of any discontinued operations to
include a component of an entity (rather than a segment of a business as defined
in Opinion 30). The Company adopted SFAS 144 on January 1, 2002, which did not
have a significant impact on the Company's consolidated financial statements.

On January 1, 2001, the Company adopted SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities ("SFAS 133"), as amended by SFAS No. 138,
Accounting for Certain Derivative Instruments and Certain Hedging Activities -
an amendment of FASB Statement No. 133. As amended, SFAS 133 requires, among
other things, that all derivatives be recognized in the consolidated statement
of financial position as either assets or liabilities that are measured at fair
value. SFAS 133 also established special accounting for qualifying hedges, which
allows for matching the timing of gain or loss recognition on the hedging
instrument with the recognition of the corresponding changes in value of the
hedged item. Changes in the fair value of a derivative qualifying as a hedge are
recognized in earnings or directly in stockholders' equity depending on the
instrument's intended use. For derivatives that are not designated as hedges or
that do not meet the hedge accounting criteria in SFAS 133, changes in fair
value are required to be recognized in earnings in the period of change.


1.   Nature of Operations and Significant Accounting Policies (continued)

At January 1, 2001, the Company's consolidated financial statements were
adjusted to record a cumulative effect of adopting SFAS 133, as follows (in
millions):



                                                                                       Accumulated other
                                                                      Net loss        comprehensive loss
                                                                  ------------------ ----------------------

                                                                                      
   Adjustment to fair value of derivative contracts (1)..........       $(16.4)              $(15.8)
   Income tax impact.............................................          5.7                  1.6
                                                                  ------------------ ----------------------
                                                                  ------------------ ----------------------
   Total ........................................................       $(10.7)              $(14.2)
                                                                  ================== ======================
     ------------------
(1)      Amount presented is net of adjustment to hedged item.



2.   Goodwill and Other Intangible Assets

As of June 30, 2002 and December 31, 2001, the Company had $10.3 million and
$13.0 million, respectively, of other intangible assets, all of which have
indefinite useful lives. Due to the adoption of SFAS 142 on January 1, 2002, the
Company no longer amortizes its intangible assets.

The changes in the carrying amount of goodwill reported in the Company's
operating segments for the six months ended June 30, 2002, are as follows (in
millions):



                               U.S. Asset       Life and        Mortgage     Corporate and    Consolidated
                               Management
                                  and            Health
                              Accumulation     Insurance        Banking          Other
                             --------------- --------------- --------------- --------------- ----------------
                             --------------- --------------- --------------- --------------- ----------------

                                                                                  
  Balance at January 1, 2002        $16.1           $49.4           $8.4           $(14.7)          $59.2
  Goodwill disposed of
    during the period.......          -              (0.7)           -               14.7            14.0
  Cumulative effect of
    accounting change.......          -              (4.6)           -                -              (4.6)
                             --------------- --------------- --------------- --------------- ----------------
  Balance at June 30, 2002..        $16.1           $44.1           $8.4         $    -             $68.6
                             =============== =============== =============== =============== ================



3.  Mergers, Acquisitions, and Divestitures

On February 1, 2002, the Company sold its remaining stake of 15.1 million shares
in Coventry Health Care, Inc. ("Coventry") common stock and a warrant,
exercisable for 3.1 million shares of Coventry common stock. Total proceeds from
the completion of this transaction were $325.4 million and the Company
recognized a net realized capital gain of $183.0 million.


4.  Closed Block

In connection with its 1998 mutual insurance holding company formation, the
Company formed and began operating a closed block ("Closed Block") for the
benefit of individual participating dividend-paying policies in force on that
date. As of June 30, 2002, cumulative actual earnings, including consideration
of net unrealized gains, have been less than cumulative expected earnings.
Therefore, no policyholder dividend obligation has been recognized.


4.  Closed Block (continued)

Closed Block liabilities and assets designated to the Closed Block are as
follows:



                                                              As of June 30,          As of December 31,
                                                                  2002                      2001
                                                        ------------------------- -------------------------
                                                                          (in millions)
   Closed Block liabilities
                                                                                     
   Future policy benefits and claims..................            $5,270.0                 $5,248.7
   Other policyholder funds...........................                26.4                     20.3
   Policyholder dividends payable.....................               383.2                    376.6
   Other liabilities..................................                86.8                     11.8
                                                        ------------------------- -------------------------
                                                        ------------------------- -------------------------
     Total Closed Block liabilities...................             5,766.4                  5,657.4

   Assets designated to the Closed Block
   Fixed maturities, available-for-sale...............             2,537.8                  2,466.3
   Equity securities, available-for-sale..............                23.6                     23.4
   Mortgage loans.....................................               893.8                    880.0
   Policy loans.......................................               781.2                    792.5
   Other investments..................................                 8.3                      6.9
                                                        ------------------------- -------------------------
                                                        ------------------------- -------------------------
     Total investments................................             4,244.7                  4,169.1

   Cash and cash equivalents (deficit)................                12.0                     (8.0)
   Accrued investment income..........................                77.2                     77.2
   Deferred tax asset.................................                90.6                     80.8
   Premiums due and other receivables.................                73.2                     33.3
                                                        ------------------------- -------------------------
                                                        ------------------------- -------------------------
     Total assets designated to the Closed Block......             4,497.7                  4,352.4
                                                        ------------------------- -------------------------
                                                        ------------------------- -------------------------

   Excess of Closed Block liabilities over assets
     designated to the Closed Block...................             1,268.7                  1,305.0

   Amounts included in other comprehensive
     income...........................................                55.8                     43.6
                                                        ------------------------- -------------------------
                                                        ------------------------- -------------------------

   Maximum future earnings to be recognized from
     Closed Block assets and liabilities..............            $1,324.5                 $1,348.6
                                                        ========================= =========================





4. Closed Block (continued)

Closed Block revenues and expenses were as follows:



                                                 For the three months ended            For the six months ended
                                                         June  30,                            June  30,
                                              ---------------------------------    -----------------------------------
                                                  2002               2001              2002                2001
                                              --------------    ---------------    --------------    -----------------
                                                                           (in millions)
   Revenues
                                                                                                
   Premiums and other considerations.....         $  181.0            $188.9           $  359.8             $ 376.1
   Net investment income.................             76.8              74.9              156.2               151.8
   Net realized capital losses ..........            (15.3)             (2.5)             (22.0)               (1.8)
                                              --------------    ---------------    --------------    -----------------
                                              --------------    ---------------    --------------    -----------------
     Total revenues......................            242.5             261.3              494.0               526.1

   Expenses
   Benefits, claims, and settlement
     expenses............................            146.3             147.4              291.3               305.1
   Dividends to policyholders............             77.5              80.2              155.2               158.2
   Operating expenses....................              3.2               3.1                6.2                 6.2
                                              --------------    ---------------    --------------    -----------------
                                              --------------    ---------------    --------------    -----------------
     Total expenses......................            227.0             230.7              452.7               469.5
                                              --------------    ---------------    --------------    -----------------
                                              --------------    ---------------    --------------    -----------------

   Closed Block revenue, net of     Closed
     Block expenses, before income taxes.             15.5              30.6               41.3                56.6
   Income taxes..........................              4.8              10.0               13.3                18.5
                                              --------------    ---------------    --------------    -----------------
                                              --------------    ---------------    --------------    -----------------
   Closed Block revenue, net of     Closed            10.7              20.6               28.0                38.1
     Block expenses and   income taxes...
   Funding adjustment charges............             (2.4)             (1.5)              (3.9)               (3.3)
                                              --------------    ---------------    --------------    -----------------
                                              --------------    ---------------    --------------    -----------------
   Closed Block revenue, net of     Closed        $    8.3            $ 19.1           $   24.1             $  34.8
     Block expenses,         income taxes
     and funding adjustment charges......
                                              ==============    ===============    ==============    =================


The change in maximum future earnings of the Closed Block was as follows:



                                                     As of or for the six months ended
                                                                  June 30,
                                                    -------------------------------------
                                                    ---------------- --- ----------------
                                                         2002                 2001
                                                    ----------------     ----------------
                                                                 (in millions)

                                                                        
   Beginning of year...........................        $ 1,348.6              $1,408.8
   End of period...............................          1,324.5                  1,374.0
                                                    ----------------     ----------------
                                                    ----------------     ----------------
   Change in maximum future earnings...........        $   (24.1)             $  (34.8)
                                                    ================     ================


The Company charges the Closed Block with federal income taxes, payroll taxes,
state and local premium taxes and other state or local taxes, licenses and fees
as provided in the plan of reorganization.



5.  Federal Income Taxes

The effective income tax rate on net income for the three months and six months
ended June 30, 2002 and 2001, is lower than the prevailing corporate federal
income tax rate primarily due to income tax deductions allowed for corporate
dividends received.

6. Comprehensive Income

Comprehensive income is as follows:



                                                                   For the three                  For the six
                                                                   months ended                  months ended
                                                                     June 30,                      June 30,
                                                             --------------------------    --------------------------
                                                              2002           2001           2002           2001
                                                            ----------     ----------    -----------    -----------
                                                                              (in millions)
Comprehensive income:
                                                                                              
  Net income.........................................        $  98.8        $  115.7       $322.4         $ 236.4
  Net change in unrealized gains and losses on fixed                                )
     maturities, available-for-sale..................          405.4          (205.7         45.9           181.2
  Net change in unrealized gains and losses on equity
     securities, available-for-sale, including seed
     money
     in separate accounts............................          (15.5)           42.0         (2.9)           23.5
  Adjustments for assumed changes
     in                     amortization patterns:
     Deferred policy acquisition costs...............          (66.6)           40.2        (25.1)          (26.8)
     Unearned revenue reserves.......................            3.4            (4.6)         0.6             0.6
  Net change in unrealized gains and losses on
     derivative instruments..........................          (44.1)           22.1        (32.5)           11.5
  Provision for deferred income taxes (benefits).....          (99.0)           30.4          3.9           (76.8)
  Change in net foreign currency translation adjustment          1.1            15.4          4.4            12.7
  Cumulative effect of accounting change, net of related
     income taxes....................................            -               -            -             (14.2)
                                                          -----------     ----------    ----------     -----------
                                                          -----------     ----------    ----------     -----------
     Comprehensive income............................        $ 283.5        $   55.5       $316.7         $ 348.1
                                                          ===========     ==========    ==========     ===========



7.  Commitments and Contingencies

Litigation

The Company is a plaintiff or defendant in actions arising out of its
operations. The Company is, from time to time, also involved in various
governmental and administrative proceedings. While the outcome of any pending or
future litigation cannot be predicted, management does not believe that any
pending litigation will have a material adverse effect on the Company's
business, financial condition or results of operations. However, no assurances
can be given that such litigation would not materially and adversely affect the
Company's business, financial condition or results of operations.

Other companies in the life insurance industry have historically been subject to
substantial litigation resulting from claims disputes and other matters. Most
recently, such companies have faced extensive claims, including class-action
lawsuits, alleging improper life insurance sales practices. The Company is
currently a defendant in two class-action lawsuits which allege improper sales
practices.


7.  Commitments and Contingencies (continued)

In 2000, the Company reached an agreement in principle to settle these two
class-action lawsuits alleging improper sales practices. In April 2001, the
proposed settlement of the class-action lawsuits received court approval. In
agreeing to the settlement, the Company specifically denied any wrongdoing. The
Company has accrued a loss reserve for its best estimate based on information
available. As uncertainties continue to exist in resolving this matter, it is
reasonably possible that, as the actual cost of the claims subject to
alternative dispute resolution becomes available, the final cost of settlement
could exceed the Company's estimate. The range of any additional cost related to
the settlement cannot be presently estimated; however, the Company believes the
settlement will not have a material impact on its business, financial condition
or results of operations. A number of persons and entities who were eligible to
be class members have excluded themselves from the class (or "opted out"), as
the law permits them to do. The Company has been notified that some of those who
opted out from the class will file lawsuits and make claims similar to those
addressed by the settlement. Some of these lawsuits are presently on file.

8.  Segment Information

The Company provides financial products and services through the following
segments: U.S. Asset Management and Accumulation, Life and Health Insurance and
Mortgage Banking. In addition, there is a Corporate and Other segment. The
segments are managed and reported separately because they provide different
products and services, have different strategies or have different markets and
distribution channels.

The U.S. Asset Management and Accumulation segment provides retirement and
related financial products and services primarily to businesses, their employees
and other individuals and provides asset management services to the Company's
asset accumulation business, the life and health insurance operations and
third-party clients.

The Life and Health insurance segment provides individual life and disability
insurance to the owners and employees of businesses and other individuals in the
U.S. and provides group life and health insurance to businesses in the U.S.

The Mortgage Banking segment originates and services residential mortgage loan
products for customers primarily in the U.S.

The Corporate and Other segment manages the assets representing capital that has
not been allocated to any other segment. Financial results of the Corporate and
Other segment primarily reflect financing activities for the Company, income on
capital not allocated to other segments, intersegment eliminations and
non-recurring or other income or expenses not allocated to the segments based on
review of the nature of such items. This segment also includes international
operations that offer retirement products and services, annuities, mutual funds
and life insurance through subsidiaries in Argentina, Chile, Mexico and Hong
Kong. By December 31, 2001, the Company disposed of, distributed or dividended
essentially all of its international operations to its parent, Principal
Financial Services, Inc.

The Corporate and Other segment includes an equity ownership interest in
Coventry. The ownership interest was sold on February 1, 2002, described further
in Note 3. The Corporate and Other segment's equity in earnings of Coventry,
which was included in net investment income, was $2.1 million for the six months
ended June 30, 2002, and $4.8 million and $9.7 million for the three months and
six months ended June 30, 2001, respectively.


8.  Segment Information (continued)

The Company evaluates segment performance on segment operating earnings, which
is determined by adjusting U.S. GAAP net income for net realized capital gains
and losses, as adjusted, and non-recurring items which management believes are
not indicative of overall operating trends. Net realized capital gains and
losses, as adjusted, are net of tax, related changes in the amortization pattern
of deferred policy acquisition costs, recognition of front-end fee revenues for
sales charges on pension products and services, net realized capital gains
credited to customers and certain market value adjustments to fee revenues.
Segment operating revenues exclude net realized capital gains and their impact
on recognition of front-end fee revenues. While these items may be significant
components in understanding and assessing the consolidated financial
performance, management believes the presentation of segment operating earnings
enhances the understanding of the Company's results of operations by
highlighting earnings attributable to the normal, recurring operations of the
business. However, segment operating earnings are not a substitute for net
income determined in accordance with U.S. GAAP.

For the three months ended June 30, 2002, the Company did not exclude any
non-recurring items from net income for its presentation of operating earnings.

For the three months ended June 30, 2001, the Company excluded $10.9 million of
non-recurring items, net of income taxes, related to the negative effects of
expenses related to the demutualization.

For the six months ended June 30, 2002, the Company excluded $6.6 million of
non-recurring items, net of income taxes, including the negative effects of: (1)
a cumulative effect of accounting change related to the implementation of SFAS
142 ($4.6 million); and (2) expenses related to the demutualization ($2.0
million).

For the six months ended June 30, 2001, the Company excluded $31.4 million of
non-recurring items, net of income taxes, including the negative effects of: (1)
expenses related to the demutualization ($14.8 million); (2) a cumulative effect
of change in accounting principle related to the implementation of SFAS 133
($10.7 million); and (3) an increase to a loss contingency reserve established
for sales practices litigation ($5.9 million).

The accounting policies of the segments are similar to those of the Company,
with the exception of capital allocation. The Company allocates capital to its
segments based upon an internal capital model that allows management to more
effectively manage the Company's capital.



8. Segment Information (continued)

The following tables summarize selected financial information by segment as of
or for the three months ended, June 30, 2002 and 2001, and reconciles segment
totals to those reported in the consolidated financial statements (in millions):



                                  U.S. Asset       Life and        Mortgage     Corporate and   Consolidated
                                  Management
                                     and            Health
                                 Accumulation     Insurance        Banking          Other
                                --------------- --------------- --------------- --------------- --------------
                                --------------- --------------- --------------- --------------- --------------
   2002
   Revenues:
                                                                                    
     Operating revenues........    $  1,113.3      $    984.5       $  194.2         $    7.2      $  2,299.2
     Net realized
       capital         losses..         (89.7)          (33.6)           -               (2.8)         (126.1)
     Plus recognition of
       front-   end fee
       revenues................           1.4             -              -                -               1.4
     Less capital gains
       distributed as market
       value adjustment........          (4.6)            -              -                -              (4.6)
                                --------------- --------------- --------------- --------------- --------------
                                --------------- --------------- --------------- --------------- --------------
   Revenues....................    $  1,020.4      $    950.9       $  194.2         $    4.4      $  2,169.9
                                =============== =============== =============== =============== ==============

   Net income:
     Operating earnings........    $    100.6      $     61.7       $   15.1         $    0.4      $    177.8
     Net realized capital
       gains (losses), as
       adjusted................         (60.4)          (20.8)           -                2.2           (79.0)
                                --------------- --------------- --------------- --------------- --------------
   Net income..................    $     40.2      $     40.9       $   15.1         $    2.6      $     98.8
                                =============== =============== =============== =============== ==============
                                =============== =============== =============== =============== ==============
   Assets......................    $ 69,717.7      $ 11,132.5       $2,965.3         $2,050.5      $ 85,866.0
                                =============== =============== =============== =============== ==============
                                =============== =============== =============== =============== ==============

   Other segment data:
     Revenues from external
       customers...............    $  1,011.5      $    952.5       $  194.2         $   11.7      $  2,169.9
     Intersegment revenues.....           8.9            (1.6)           -               (7.3)            -
     Interest expense..........           0.8             -              -                9.0             9.8
     Income tax expense
       (benefit)...............          (4.9)           21.7            9.0             (4.5)           21.3




8. Segment Information (continued)



                               U.S. Asset       Life and                     Corporate and
                              anagement and      Health         Mortgage         Other
                             MAccumulation     Insurance        Banking                       Consolidated
                             ------------------------------- --------------- --------------- ---------------
                             ------------------------------- --------------- --------------- ---------------
   2001
   Revenues:
                                                                                 
     Operating revenues.....    $    821.4       $   975.8       $   164.3       $   24.0       $  1,985.5
     Net realized
       capital    losses....         (53.5)           (7.8)            -            (36.3)           (97.6)
     Plus recognition of
       front-end fee
       revenues.............           0.7             -               -              -                0.7
                             ------------------------------- --------------- --------------- ---------------
                             ------------------------------- --------------- --------------- ---------------
   Revenues.................    $    768.6       $   968.0       $   164.3       $  (12.3)      $  1,888.6
                             =============================== =============== =============== ===============
                             =============================== =============== =============== ===============

   Net income:
     Operating earnings.....    $     86.6       $    48.4       $    38.8       $   14.0       $    187.8
     Net realized capital
       losses, as adjusted..         (33.4)           (4.1)            -            (23.7)           (61.2)
     Non-recurring items....           -               -               -            (10.9)           (10.9)
                             ------------------------------- --------------- --------------- ---------------
                             ------------------------------- --------------- --------------- ---------------
   Net income (loss)........    $     53.2       $    44.3       $    38.8       $  (20.6)      $    115.7
                             =============================== =============== =============== ===============
                             =============================== =============== =============== ===============
   Assets...................    $ 66,146.7       $10,637.2       $ 2,168.9       $1,942.9       $ 80,895.7
                             =============================== =============== =============== ===============
                             =============================== =============== =============== ===============

   Other segment data:
     Revenues from external
       customers............    $    761.8       $   969.0       $   166.1       $   (8.3)      $  1,888.6
     Intersegment revenues..           6.8            (1.0)           (1.8)          (4.0)             -
     Interest expense.......           0.8            (0.1)            -              5.0              5.7
     Income tax expense
       (benefit)............          (0.3)           22.3            21.1          (12.1)            31.0
     Amortization of
       goodwill and other
       intangibles..........           0.3             1.1             0.2           (0.2)             1.4




8. Segment Information (continued)

The following tables summarize selected financial information by segment as of
or for the six months ended, June 30, 2002 and 2001, and reconciles segment
totals to those reported in the consolidated financial statements (in millions):



                                U.S. Asset
                                Management       Life and
                                   and            Health         Mortgage     Corporate and
                               Accumulation     Insurance        Banking          Other       Consolidated
                              --------------- --------------- --------------- ------------------------------
                              --------------- --------------- --------------- ------------------------------
   2002
   Revenues:
                                                                                 
     Operating revenues......    $  1,951.4      $  1,963.0       $  385.9         $   20.6     $  4,320.9
     Net realized capital
       gains
       (losses)..............        (162.9)          (50.4)           -              173.8          (39.5)
     Plus recognition of
       front-end fee revenues           4.0             -              -                -              4.0
     Less capital gains
       distributed as market
       value adjustment......        (13.2)             -              -                -            (13.2)
                              --------------- --------------- --------------- ------------------------------
   Revenues..................    $  1,779.3      $  1,912.6       $  385.9         $  194.4     $  4,272.2
                              =============== =============== =============== ==============================
                              =============== =============== =============== ==============================

   Net income:
     Operating earnings......    $    199.8      $    116.0       $   30.8         $    6.4     $    353.0
     Net realized capital
       gains (losses), as
       adjusted..............        (105.2)          (31.3)           -              112.5          (24.0)
     Non-recurring items.....           -              (4.6)           -               (2.0)          (6.6)
                              --------------- --------------- --------------- ------------------------------
                              --------------- --------------- --------------- ------------------------------
   Net income................    $     94.6      $     80.1       $   30.8         $  116.9     $    322.4
                              =============== =============== =============== ==============================
                              =============== =============== =============== ==============================
   Assets....................    $ 69,717.7      $ 11,132.5       $2,965.3         $2,050.5     $ 85,866.0
                              =============== =============== =============== ==============================
                              =============== =============== =============== ==============================

   Other segment data:
     Revenues from external
       customers.............    $  1,762.8      $  1,915.7       $  385.9         $  207.8     $  4,272.2
     Intersegment revenues...          16.5            (3.1)           -              (13.4)           -
     Interest expense........           2.1             0.2            -               18.4           20.7
     Income tax expense
       (benefit).............          (2.8)           44.3           18.4             61.9          121.8
     Amortization of
       intangibles...........           0.1             -              -                -              0.1





8. Segment Information (continued)



                               U.S. Asset       Life and                     Corporate and
                              anagement and      Health         Mortgage         Other
                             MAccumulation     Insurance        Banking                       Consolidated
                             ------------------------------- --------------- --------------- ---------------
                             ------------------------------- --------------- --------------- ---------------
   2001
   Revenues:
                                                                                 
     Operating revenues.....    $  1,814.2      $  1,978.2        $  283.0       $   98.1       $  4,173.5
     Net realized
       capital    losses....         (65.4)           (9.1)            -            (95.6)          (170.1)
     Plus recognition of
       front-end fee
       revenues.............           0.5             -               -              -                0.5
                             ------------------------------- --------------- --------------- ---------------
                             ------------------------------- --------------- --------------- ---------------
   Revenues.................    $  1,749.3      $  1,969.1        $  283.0       $    2.5       $  4,003.9
                             =============================== =============== =============== ===============
                             =============================== =============== =============== ===============

   Net income:
     Operating earnings.....    $    173.7      $     90.9        $   62.1       $   44.8       $    371.5
     Net realized capital
       losses, as adjusted..         (40.8)           (4.7)            -            (58.2)          (103.7)
     Non-recurring items....         (10.8)            0.1             -            (20.7)           (31.4)
                             ------------------------------- --------------- --------------- ---------------
                             ------------------------------- --------------- --------------- ---------------
   Net income (loss)........    $    122.1      $     86.3        $   62.1       $  (34.1)      $    236.4
                             =============================== =============== =============== ===============
                             =============================== =============== =============== ===============
   Assets...................    $ 66,146.7      $ 10,637.2        $2,168.9       $1,942.9       $ 80,895.7
                             =============================== =============== =============== ===============
                             =============================== =============== =============== ===============

   Other segment data:
     Revenues from external
       customers............    $  1,733.9      $  1,970.8        $  283.0       $   16.2       $  4,003.9
     Intersegment revenues..          15.4            (1.7)            -            (13.7)             -
     Interest expense.......           2.1             2.2             -              9.9             14.2
     Income tax expense
       (benefit)............          14.9            43.5            33.6          (29.9)            62.1
     Amortization of
       goodwill and other
       intangibles..........           0.5             2.0             0.4            -                2.9


The Company operates in the U.S. and, during 2001, also operated in selected
markets internationally (including Mexico, Argentina and Hong Kong). The
following table summarizes selected financial information by geographic location
as of or for the three months and six months ended June 30, 2002 and 2001 (in
millions):



                                                        For the three months            For the six months
                             As of June 30,                ended June 30,                 ended June 30,
                        --------------------------   ---------------------------    ----------------------------
                        ---------- -- ------------   ------------    -----------    ----------- -- -------------
                        Long-Lived                                   Net                               Net
                         Assets                                      Income                           Income
                                        Assets        Revenues         (Loss)        Revenues         (Loss)
                        ----------    ------------   ------------    -----------    -----------    -------------
                        ----------    ------------   ------------    -----------    -----------
2002
                                                                                      
United States.....          $559.3      $85,866.0     $ 2,169.9          $ 98.8       $4,272.2          $ 322.4
                        ==========    ============   ============    ===========    ===========    =============

2001
United States.....          $547.9      $80,899.2     $ 1,888.1          $116.2       $4,008.1          $ 258.7
International......            0.3           (3.5)          0.5            (0.5)          (4.2)           (22.3)
                        ----------    ------------   ------------    -----------    -----------    -------------
                        ----------    ------------   ------------    -----------    -----------    -------------
Total...............        $548.2      $80,895.7     $ 1,888.6          $115.7       $4,003.9          $ 236.4
                        ==========    ============   ============    ===========    ===========    =============


Long-lived assets include property and equipment, goodwill and other
intangibles.

The Company's operations are not materially dependent on one or a few customers,
brokers or agents, and revenues, assets and operating earnings are attributed to
geographic location based on the country of domicile the sales originate from.


9.  Stockholder's Equity

Common Stock

In February 2002, the Company sold shares of PFG stock (reported as treasury
stock and held in the rabbi trusts), which generated proceeds of $8.0 million,
with a cost of $6.7 million.





Report of Independent Auditors

Board of Directors and Participants
Principal Life Insurance Company

We have audited the accompanying statements of assets and liabilities of each of
the divisions of Principal Life Insurance Company Variable Life Separate Account
[comprised of the AIM V.I. Growth, AIM V.I. Growth and Income, AIM V.I. Value,
American Century VP Income & Growth, American Century VP Ultra, Asset
Allocation, Balanced, Bond, Capital Value, Dreyfus Founders Discovery, Equity
Growth (formerly Aggressive Growth), Fidelity VIP II Contrafund, Fidelity VIP
Equity-Income, Fidelity VIP High Income, Government Securities, Growth, High
Yield, International, International SmallCap, INVESCO VIF Dynamics, INVESCO VIF
Health Sciences, INVESCO VIF Small Company Growth, INVESCO VIF Technology, Janus
Aspen Aggressive Growth, LargeCap Growth, LargeCap Stock Index, MicroCap,
MidCap, MidCap Growth, MidCap Growth Equity, MidCap Value, Money Market, Putnam
VT Global Asset Allocation, Putnam VT Vista, Putnam VT Voyager, Real Estate,
SmallCap, SmallCap Growth, SmallCap Value, and Utilities Divisions] as of
December 31, 2001, and the related statements of operations and changes in net
assets for each of the three years in the period then ended, except for those
divisions operating for portions of such periods as disclosed in the financial
statements. These financial statements are the responsibility of the management
of Principal Life Insurance Company. Our responsibility is to express an opinion
on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of December 31, 2001, by
correspondence with the transfer agents. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.






In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of each of the respective
divisions of Principal Life Insurance Company Variable Life Separate Account at
December 31, 2001, and the results of their operations and the changes in their
net assets for the periods described above, in conformity with accounting
principles generally accepted in the United States.



Des Moines, Iowa
February 11, 2002








                        Principal Life Insurance Company
                         Variable Life Separate Account

                      Statements of Assets and Liabilities

                                December 31, 2001



                                                                                         AIM V.I. Growth
                                                                        AIM V.I. Growth     and Income
                                                                           Division          Division
                                                                       ------------------------------------
                                                                       ------------------------------------
                                                                                       
Assets
Investments in shares of mutual funds, at market                              $174,780         $107,483

Liabilities                                                                          -                -
                                                                       ------------------------------------
                                                                       ------------------------------------
Net assets                                                                    $174,780         $107,483
                                                                       ====================================
                                                                       ====================================

Net assets
Accumulation units:
   Flex Variable Life                                                         $      -          $11,668
   PrinFlex Life                                                               170,737           89,267
   Survivorship Variable Universal Life                                          3,894            6,548
   Variable Universal Life Accumulator                                             149                -
                                                                       ------------------------------------
Total net assets                                                              $174,780         $107,483
                                                                       ====================================
                                                                       ====================================

Investments in shares of mutual funds, at cost                                $175,515         $105,697
Shares of mutual fund owned                                                     10,677            5,321

Accumulation units outstanding:
   Flex Variable Life                                                                -            1,398
   PrinFlex Life                                                                19,945           10,645
   Survivorship Variable Universal Life                                            455              781
   Variable Universal Life Accumulator                                              17                -

Accumulation unit value:
   Flex Variable Life                                                          $     -            $8.35
   PrinFlex Life                                                                  8.56             8.39
   Survivorship Variable Universal Life                                           8.56             8.39
   Variable Universal Life Accumulator                                            8.56                -


See accompanying notes.





                                                                                         American Century
                                                                                           VP Income &     American Century
                                                                         AIM V.I. Value   Growth Division      VP Ultra
                                                                            Division                           Division

                                                                       ------------------------------------------------------
                                                                       ------------------------------------------------------
                                                                                                     
Assets
Investments in shares of mutual funds, at market                              $426,219          $323,130         $192,825

Liabilities                                                                          -                 -                -
                                                                       ------------------------------------------------------
                                                                       ------------------------------------------------------
Net assets                                                                    $426,219          $323,130         $192,825
                                                                       ======================================================
                                                                       ======================================================

Net assets
Accumulation units:
   Flex Variable Life                                                         $  8,005       $       704      $       933
   PrinFlex Life                                                               407,044           320,012          185,637
   Survivorship Variable Universal Life                                         10,966             2,400            2,763
   Variable Universal Life Accumulator                                             204                14            3,492
                                                                       ------------------------------------------------------
Total net assets                                                              $426,219          $323,130         $192,825

                                                                       ======================================================
                                                                       ======================================================
Investments in shares of mutual funds, at cost                                $434,765          $318,954         $188,591
Shares of mutual fund owned                                                     18,254            50,020           20,234

Accumulation units outstanding:
   Flex Variable Life                                                              908                78              102
   PrinFlex Life                                                                45,956            35,419           20,200
   Survivorship Variable Universal Life                                          1,238               266              301
   Variable Universal Life Accumulator                                              23                 2              380

Accumulation unit value:
   Flex Variable Life                                                            $8.82             $8.99            $9.15
   PrinFlex Life                                                                  8.86              9.03             9.19
   Survivorship Variable Universal Life                                           8.86              9.03             9.19
   Variable Universal Life Accumulator                                            8.86              9.03             9.19

See accompanying notes.




                                                                       Asset Allocation
                                                                           Division     Balanced Division       Bond
                                                                                                              Division
                                                                       -----------------------------------------------------
                                                                       -----------------------------------------------------
                                                                                                     
Assets
Investments in shares of mutual funds, at market                          $  9,649,902       $13,101,392      $14,908,876

Liabilities                                                                          -                 -                -
                                                                       -----------------------------------------------------
                                                                       -----------------------------------------------------
Net assets                                                                $  9,649,902       $13,101,392      $14,908,876
                                                                       =====================================================
                                                                       =====================================================

Net assets
Accumulation units:
   Flex Variable Life                                                  $         1,043       $ 3,251,009      $ 2,086,474
   PrinFlex Life                                                             8,938,288         9,431,734       12,375,718
   Survivorship Variable Universal Life                                        709,091           398,483          441,580
   Variable Universal Life Accumulator                                           1,480            20,166            5,104
                                                                       -----------------------------------------------------
Total net assets                                                           $ 9,649,902         $13,101,392      $14,908,876

                                                                       =====================================================
                                                                       =====================================================
Investments in shares of mutual funds, at cost                             $10,300,714       $14,454,023      $14,583,802
Shares of mutual fund owned                                                    855,488           954,216        1,259,196

Accumulation units outstanding:
   Flex Variable Life                                                              109           117,537           78,312
   PrinFlex Life                                                               609,734           764,576          919,315
   Survivorship Variable Universal Life                                         65,399            43,017           37,669
   Variable Universal Life Accumulator                                             101             1,635              379

Accumulation unit value:
   Flex Variable Life                                                           $9.59             $27.66           $26.63
   PrinFlex Life                                                                14.66              12.34            13.46
   Survivorship Variable Universal Life                                         10.84               9.26            11.72
   Variable Universal Life Accumulator                                          14.66              12.34            13.46

See accompanying notes.





                        Principal Life Insurance Company
                         Variable Life Separate Account

                Statements of Assets and Liabilities (continued)
                               December 31, 2001




                                                                                         Dreyfus Founders
                                                                            Capital     Discovery Division
                                                                             Value
                                                                           Division
                                                                       ------------------------------------
                                                                       ------------------------------------
                                                                                       
Assets
Investments in shares of mutual funds, at market                            $29,595,153        $155,009

Liabilities                                                                           -               -
                                                                       ------------------------------------
                                                                       ------------------------------------
Net assets                                                                  $29,595,153        $155,009
                                                                       ====================================
                                                                       ====================================

Net assets
Accumulation units:
   Flex Variable Life                                                      $  6,785,163      $        -
   PrinFlex Life                                                             22,430,842         153,971
   Survivorship Variable Universal Life                                         378,845               -
   Variable Universal Life Accumulator                                              303           1,038
                                                                       ------------------------------------
Total net assets                                                            $29,595,153        $155,009
                                                                       ====================================
                                                                       ====================================

Investments in shares of mutual funds, at cost                              $34,388,100        $150,441
Shares of mutual fund owned                                                   1,065,340          15,801

Accumulation units outstanding:
   Flex Variable Life                                                           203,555               -
   PrinFlex Life                                                              1,754,500          17,312
   Survivorship Variable Universal Life                                          43,890               -
   Variable Universal Life Accumulator                                               24             117

Accumulation unit value:
   Flex Variable Life                                                           $33.33          $     -
   PrinFlex Life                                                                 12.78             8.89
   Survivorship Variable Universal Life                                           8.63                -
   Variable Universal Life Accumulator                                           12.78             8.89

See accompanying notes.





                                                                                                    Fidelity VIP      Fidelity
                                                               Equity Growth       Fidelity           Equity-          VIP High
                                                                  Division          VIP II         Income Division   Income Division
                                                                                  Contrafund
                                                                                   Division
                                                             -----------------------------------------------------------------------
                                                             -----------------------------------------------------------------------
                                                                                                           
Assets

Investments in shares of mutual funds, at market                  $50,584,441       $41,154,655      $18,129,536        $2,817,582

Liabilities                                                                 -                 -                -                 -
                                                             -----------------------------------------------------------------------
                                                             -----------------------------------------------------------------------
Net assets                                                        $50,584,441       $41,154,655      $18,129,536        $2,817,582
                                                             =======================================================================
                                                             =======================================================================

Net assets
Accumulation units:
   Flex Variable Life                                             $    11,532      $      7,956      $    23,133        $    1,205
   PrinFlex Life                                                   48,766,788        39,577,641       16,980,993         2,719,735
   Survivorship Variable Universal Life                             1,803,583         1,568,048        1,121,672            96,642
   Variable Universal Life Accumulator                                  2,538             1,010            3,738                 -
                                                             -----------------------------------------------------------------------
Total net assets                                                  $50,584,441       $41,154,655      $18,129,536        $2,817,582
                                                             =======================================================================
                                                             =======================================================================

Investments in shares of mutual funds, at cost                    $61,058,093       $47,521,359      $19,019,849        $3,794,051
Shares of mutual fund owned                                         3,105,245         2,044,444          796,903           439,560

Accumulation units outstanding:
   Flex Variable Life                                                   1,285               853            2,535               134
   PrinFlex Life                                                    3,153,875         2,468,412        1,132,160           333,471
   Survivorship Variable Universal Life                               193,996           168,512          111,942            14,035
   Variable Universal Life Accumulator                                    164                63              249                 -

Accumulation unit value:
   Flex Variable Life                                                $  8.97           $  9.33          $  9.13              $8.96
   PrinFlex Life                                                       15.46             16.03            15.00               8.16
   Survivorship Variable Universal Life                                 9.30              9.31            10.02               6.89
   Variable Universal Life Accumulator                                 15.46             16.03            15.00                  -


See accompanying notes.








                                                                Government
                                                                Securities     Growth Division
                                                                 Division
                                                             ------------------------------------
                                                             ------------------------------------
                                                                             
Assets

Investments in shares of mutual funds, at market                  $10,466,081      $15,258,597

Liabilities                                                                 -                -
                                                             ------------------------------------
                                                             ------------------------------------
Net assets                                                        $10,466,081      $15,258,597
                                                             ====================================
                                                             ====================================

Net assets
Accumulation units:
   Flex Variable Life                                             $    34,289    $           -
   PrinFlex Life                                                    7,222,238       14,451,604
   Survivorship Variable Universal Life                             3,183,376          806,770
   Variable Universal Life Accumulator                                 26,178              223
                                                             ------------------------------------
Total net assets                                                  $10,466,081      $15,258,597
                                                             ====================================
                                                             ====================================

Investments in shares of mutual funds, at cost                    $10,105,682      $22,210,954
Shares of mutual fund owned                                           903,807        1,246,617

Accumulation units outstanding:
   Flex Variable Life                                                   3,284                -
   PrinFlex Life                                                      510,686        1,259,246
   Survivorship Variable Universal Life                               261,505          110,394
   Variable Universal Life Accumulator                                  1,851               19

Accumulation unit value:
   Flex Variable Life                                                 $10.44         $       -
   PrinFlex Life                                                       14.14            11.48
   Survivorship Variable Universal Life                                12.17             7.31
   Variable Universal Life Accumulator                                 14.14            11.48


See accompanying notes.




                        Principal Life Insurance Company
                         Variable Life Separate Account

                Statements of Assets and Liabilities (continued)
                               December 31, 2001






                                                                          High Yield      International
                                                                           Division          Division
                                                                       ------------------------------------
                                                                       ------------------------------------
                                                                                       
Assets
Investments in shares of mutual funds, at market                             $1,710,543      $17,773,333

Liabilities                                                                           -                -
                                                                       ------------------------------------
                                                                       ------------------------------------
Net assets                                                                   $1,710,543      $17,773,333
                                                                       ====================================
                                                                       ====================================

Net assets
Accumulation units:
   Flex Variable Life                                                        $1,710,543      $       940
   PrinFlex Life                                                                      -       17,094,072
   Survivorship Variable Universal Life                                               -          671,414
   Variable Universal Life Accumulator                                                -            6,907
                                                                       ------------------------------------
Total net assets                                                             $1,710,543      $17,773,333
                                                                       ====================================
                                                                       ====================================

Investments in shares of mutual funds, at cost                               $2,321,615      $23,735,645
Shares of mutual fund owned                                                     295,431        1,691,088

Accumulation units outstanding:
   Flex Variable Life                                                            83,344              111
   PrinFlex Life                                                                      -        1,622,404
   Survivorship Variable Universal Life                                               -           83,630
   Variable Universal Life Accumulator                                                -              656

Accumulation unit value:
   Flex Variable Life                                                           $20.52           $  8.48
   PrinFlex Life                                                                    -              10.54
   Survivorship Variable Universal Life                                             -               8.03
   Variable Universal Life Accumulator                                              -              10.54

See accompanying notes.







                                                                                                                   INVESCO VIF Small
                                                                                                    INVESCO VIF     Company Growth
                                                               International      INVESCO VIF     Health Sciences      Division
                                                             SmallCap Division Dynamics Division     Division

                                                             -----------------------------------------------------------------------
                                                             -----------------------------------------------------------------------
Assets
                                                                                                             
Investments in shares of mutual funds, at market                  $7,597,799          $53,019          $369,374          $63,237

Liabilities                                                                -                -                 -                -
                                                             -----------------------------------------------------------------------
                                                             -----------------------------------------------------------------------
Net assets                                                        $7,597,799          $53,019          $369,374          $63,237
                                                             =======================================================================
                                                             =======================================================================

Net assets
Accumulation units:
   Flex Variable Life                                        $             -          $     -          $      -          $    85
   PrinFlex Life                                                   6,949,272           53,019           359,074           62,196
   Survivorship Variable Universal Life                              645,664                -             9,070              956
   Variable Universal Life Accumulator                                 2,863                -             1,230                -
                                                             -----------------------------------------------------------------------
Total net assets                                                  $7,597,799          $53,019          $369,374          $63,237
                                                             =======================================================================
                                                             =======================================================================

Investments in shares of mutual funds, at cost                    $8,390,754          $50,094          $363,925          $58,196
Shares of mutual fund owned                                          700,904            4,228            20,295            4,296

Accumulation units outstanding:
   Flex Variable Life                                                      -                -                 -               10
   PrinFlex Life                                                     572,166            6,587            36,164            7,310
   Survivorship Variable Universal Life                               62,559                -               913              112
   Variable Universal Life Accumulator                                   236                -               124                -

Accumulation unit value:
   Flex Variable Life                                              $       -          $     -          $     -            $8.47
   PrinFlex Life                                                      12.14             8.05              9.93             8.51
   Survivorship Variable Universal Life                               10.32                 -             9.93             8.51
   Variable Universal Life Accumulator                                12.14                 -             9.93                 -

See accompanying notes.






                                                                                Janus Aspen
                                                                INVESCO VIF   Aggressive Growth
                                                                Technology         Division
                                                                 Division
                                                             ------------------------------------
                                                             ------------------------------------
Assets
                                                                               
Investments in shares of mutual funds, at market                    $137,546         $403,359

Liabilities                                                                -                -
                                                             ------------------------------------
                                                             ------------------------------------
Net assets                                                          $137,546         $403,359
                                                             ====================================
                                                             ====================================

Net assets
Accumulation units:
   Flex Variable Life                                             $  15,816        $  15,543
   PrinFlex Life                                                     117,196          384,245
   Survivorship Variable Universal Life                                4,308            1,831
   Variable Universal Life Accumulator                                   226            1,740
                                                             ------------------------------------
Total net assets                                                    $137,546         $403,359
                                                             ====================================
                                                             ====================================

Investments in shares of mutual funds, at cost                      $132,554         $426,995
Shares of mutual fund owned                                            8,949           18,562

Accumulation units outstanding:
   Flex Variable Life                                                  2,230            2,064
   PrinFlex Life                                                      16,447           50,785
   Survivorship Variable Universal Life                                  605              242
   Variable Universal Life Accumulator                                    32              230

Accumulation unit value:
   Flex Variable Life                                                 $7.09            $7.53
   PrinFlex Life                                                       7.13             7.57
   Survivorship Variable Universal Life                                7.13             7.57
   Variable Universal Life Accumulator                                 7.13             7.57


See accompanying notes.







                        Principal Life Insurance Company
                         Variable Life Separate Account

                Statements of Assets and Liabilities (continued)
                               December 31, 2001




                                                                        LargeCap Growth   LargeCap Stock
                                                                           Division       Index Division
                                                                       ------------------------------------
                                                                       ------------------------------------
                                                                                    
Assets
Investments in shares of mutual funds, at market                              $154,565       $17,277,953

Liabilities                                                                          -                 -
                                                                       ------------------------------------
                                                                       ------------------------------------
Net assets                                                                    $154,565       $17,277,953
                                                                       ====================================
                                                                       ====================================

Net assets
Accumulation units:
   Flex Variable Life                                                       $    6,133    $       75,585
   PrinFlex Life                                                               145,344        15,575,618
   Survivorship Variable Universal Life                                          2,474         1,616,807
   Variable Universal Life Accumulator                                             614             9,943
                                                                       ------------------------------------
Total net assets                                                              $154,565       $17,277,953
                                                                       ====================================
                                                                       ====================================

Investments in shares of mutual funds, at cost                                $151,331       $19,698,933
Shares of mutual fund owned                                                     17,485         2,084,192

Accumulation units outstanding:
   Flex Variable Life                                                              776             8,485
   PrinFlex Life                                                                18,300         1,775,448
   Survivorship Variable Universal Life                                            312           183,566
   Variable Universal Life Accumulator                                              77             1,133

Accumulation unit value:
   Flex Variable Life                                                            $7.91             $8.91
   PrinFlex Life                                                                  7.94              8.77
   Survivorship Variable Universal Life                                           7.94              8.81
   Variable Universal Life Accumulator                                            7.94              8.77

See accompanying notes.





                                                                                                            MidCap Growth
                                                                       MicroCap Division  MidCap Division      Division

                                                                       ------------------------------------------------------
                                                                       ------------------------------------------------------
                                                                                                      
Assets
Investments in shares of mutual funds, at market                             $1,907,964       $39,443,774       $3,431,858

Liabilities                                                                           -                 -                -
                                                                       ------------------------------------------------------
                                                                       ------------------------------------------------------
Net assets                                                                   $1,907,964       $39,443,774       $3,431,858
                                                                       ======================================================
                                                                       ======================================================

Net assets
Accumulation units:
   Flex Variable Life                                                     $       8,120       $12,850,695 $              -
   PrinFlex Life                                                              1,468,375        26,199,741        3,226,436
   Survivorship Variable Universal Life                                         425,752           392,486          201,933
   Variable Universal Life Accumulator                                            5,717               852            3,489
                                                                       ------------------------------------------------------
Total net assets                                                             $1,907,964       $39,443,774       $3,431,858
                                                                       ======================================================

Investments in shares of mutual funds, at cost                               $1,858,016       $40,276,924       $3,903,523
Shares of mutual fund owned                                                     208,066         1,229,161          404,224

Accumulation units outstanding:
   Flex Variable Life                                                               838           256,683                -
   PrinFlex Life                                                                158,891         1,684,436          334,304
   Survivorship Variable Universal Life                                          40,896            31,869           20,694
   Variable Universal Life Accumulator                                              619                55              362

Accumulation unit value:
   Flex Variable Life                                                          $  9.69            $50.06           $     -
   PrinFlex Life                                                                  9.24             15.55              9.65
   Survivorship Variable Universal Life                                          10.41             12.32              9.76
   Variable Universal Life Accumulator                                            9.24             15.55              9.65








                                                                       MidCap Growth
                                                                       Equity Division       MidCap            Money
                                                                                              Value       Market Division
                                                                                            Division
                                                                       -----------------------------------------------------
                                                                       -----------------------------------------------------
                                                                                                      
Assets
Investments in shares of mutual funds, at market                            $124,701           $334,689       $29,911,038

Liabilities                                                                        -                  -                 -
                                                                       -----------------------------------------------------
                                                                       -----------------------------------------------------
Net assets                                                                  $124,701           $334,689       $29,911,038
                                                                       =====================================================
                                                                       =====================================================

Net assets
Accumulation units:
   Flex Variable Life                                                     $        -         $    2,437      $    601,473
   PrinFlex Life                                                             123,338            315,589        26,266,573
   Survivorship Variable Universal Life                                        1,363             10,868         2,439,863
   Variable Universal Life Accumulator                                             -              5,795           603,129
                                                                       -----------------------------------------------------
Total net assets                                                            $124,701           $334,689       $29,911,038
                                                                       =====================================================

Investments in shares of mutual funds, at cost                              $121,049           $330,229       $29,911,124
Shares of mutual fund owned                                                   21,136             28,655        29,911,038

Accumulation units outstanding:
   Flex Variable Life                                                              -                254            32,483
   PrinFlex Life                                                              14,989             32,705         2,063,192
   Survivorship Variable Universal Life                                          166              1,126           216,836
   Variable Universal Life Accumulator                                             -                601            47,398

Accumulation unit value:
   Flex Variable Life                                                        $     -             $9.60             $18.52
   PrinFlex Life                                                                8.23              9.65              12.73
   Survivorship Variable Universal Life                                         8.23              9.65              11.25
   Variable Universal Life Accumulator                                             -              9.65              12.73






                        Principal Life Insurance Company
                         Variable Life Separate Account

                Statements of Assets and Liabilities (continued)
                               December 31, 2001




                                                                       Putnam VT Global
                                                                       Asset Allocation       Putnam VT
                                                                           Division             Vista
                                                                                               Division
                                                                       ------------------------------------
                                                                       ------------------------------------
                                                                                       
Assets
Investments in shares of mutual funds, at market                              $1,442,869      $6,598,135

Liabilities                                                                            -               -
                                                                       ------------------------------------
                                                                       ------------------------------------
Net assets                                                                    $1,442,869      $6,598,135
                                                                       ====================================
                                                                       ====================================

Net assets
Accumulation units:
   Flex Variable Life                                                      $       9,290     $        69
   PrinFlex Life                                                               1,293,496       6,192,328
   Survivorship Variable Universal Life                                          140,083         405,704
   Variable Universal Life Accumulator                                                 -              34
                                                                       ------------------------------------
Total net assets                                                              $1,442,869      $6,598,135
                                                                       ====================================
                                                                       ====================================

Investments in shares of mutual funds, at cost                                $1,696,386      $9,683,579
Shares of mutual fund owned                                                      107,838         581,846

Accumulation units outstanding:
   Flex Variable Life                                                                995               9
   PrinFlex Life                                                                 129,168         605,531
   Survivorship Variable Universal Life                                           14,820          45,706
   Variable Universal Life Accumulator                                                 -               3

Accumulation unit value:
   Flex Variable Life                                                          $  9.34          $  8.06
   PrinFlex Life                                                                 10.01            10.22
   Survivorship Variable Universal Life                                           9.45             8.88
   Variable Universal Life Accumulator                                                -           10.22


See accompanying notes.






                                                                         Putnam VT Voyager     Real
                                                                            Division          Estate      SmallCap Division
                                                                                             Division
                                                                       ------------------------------------------------------
                                                                       ------------------------------------------------------
                                                                                                       
Assets
Investments in shares of mutual funds, at market                            $22,400,946        $3,295,109       $3,681,969

Liabilities                                                                           -                 -                -
                                                                       ------------------------------------------------------
                                                                       ------------------------------------------------------
Net assets                                                                  $22,400,946        $3,295,109       $3,681,969
                                                                       ======================================================
                                                                       ======================================================

Net assets
Accumulation units:
   Flex Variable Life                                                       $    22,112        $    6,754       $    6,039
   PrinFlex Life                                                             20,227,611         2,675,427        3,429,566
   Survivorship Variable Universal Life                                       2,149,777           612,928          246,360
   Variable Universal Life Accumulator                                            1,446                 -                4
                                                                       ------------------------------------------------------
Total net assets                                                            $22,400,946        $3,295,109       $3,681,969
                                                                       ======================================================
                                                                       ======================================================

Investments in shares of mutual funds, at cost                              $34,032,574        $3,151,013       $4,025,439
Shares of mutual fund owned                                                     784,347           305,953          458,527

Accumulation units outstanding:
   Flex Variable Life                                                             2,620               617              638
   PrinFlex Life                                                              1,822,878           210,229          330,003
   Survivorship Variable Universal Life                                         233,042            44,748           22,786
   Variable Universal Life Accumulator                                              130                 -                1

Accumulation unit value:
   Flex Variable Life                                                          $  8.44            $10.95          $  9.47
   PrinFlex Life                                                                 11.10             12.73            10.39
   Survivorship Variable Universal Life                                           9.22             13.70            10.81
   Variable Universal Life Accumulator                                           11.10                 -            10.39


See accompanying notes.




                                                                       SmallCap Growth      SmallCap
                                                                           Division           Value      Utilities Division
                                                                                            Division
                                                                       -----------------------------------------------------
                                                                       -----------------------------------------------------
                                                                                                   
Assets
Investments in shares of mutual funds, at market                           $10,098,274        $5,542,468       $2,061,320

Liabilities                                                                          -                 -                -
                                                                       -----------------------------------------------------
                                                                       -----------------------------------------------------
Net assets                                                                 $10,098,274        $5,542,468       $2,061,320
                                                                       =====================================================
                                                                       =====================================================

Net assets
Accumulation units:
   Flex Variable Life                                                  $         4,072        $    4,670    $       5,358
   PrinFlex Life                                                             9,373,483         5,224,309        1,857,845
   Survivorship Variable Universal Life                                        718,607           307,759          198,117
   Variable Universal Life Accumulator                                           2,112             5,730                -
                                                                       -----------------------------------------------------
Total net assets                                                           $10,098,274        $5,542,468       $2,061,320
                                                                       =====================================================
                                                                       =====================================================

Investments in shares of mutual funds, at cost                             $14,727,410        $5,492,867       $2,611,241
Shares of mutual fund owned                                                    952,667           487,464          236,119

Accumulation units outstanding:
   Flex Variable Life                                                              535               476              739
   PrinFlex Life                                                               797,228           384,039          182,355
   Survivorship Variable Universal Life                                         77,212            21,105           23,413
   Variable Universal Life Accumulator                                             180               421                -

Accumulation unit value:
   Flex Variable Life                                                         $  7.61           $  9.82          $  7.25
   PrinFlex Life                                                                11.76             13.60            10.19
   Survivorship Variable Universal Life                                          9.31             14.58             8.46
   Variable Universal Life Accumulator                                          11.76             13.60                 -


See accompanying notes.



                        Principal Life Insurance Company
                         Variable Life Separate Account

                            Statements of Operations

     For the Years Ended December 31, 2001, 2000 and 1999, Except as Noted



                                                                                             AIM V.I.
                                                                           AIM V.I.         Growth and
                                                                            Growth            Income
                                                                         Division (1)      Division (1)
                                                                       ------------------------------------
                                                                                      
Year ended December 31, 2001 Investment income (loss) Income:
   Dividends                                                                $    360        $      49

Expenses:
   Mortality and expense risks                                                   409              275
                                                                       ------------------------------------
Net investment income (loss)                                                     (49)            (226)

Realized gains (losses) on investments
Realized gain (losses) on sale of fund shares                                   (218)          (3,639)
Capital gains distributions                                                        -                -
                                                                       ------------------------------------
                                                                       ------------------------------------
Total realized gains (losses) on investments                                    (218)          (3,639)
Change in net unrealized appreciation or depreciation of investments            (735)           1,786
                                                                       -------------------------------------
Net increase (decrease) in net assets resulting from operations              $(1,002)         $(2,079)
                                                                       ====================================

Year ended December 31, 2000 Investment income (loss) Income:
   Dividends                                                                $      -        $       -
   Capital gains distributions                                                     -                -
                                                                       ------------------------------------
                                                                                   -                -
Expenses:
   Mortality and expense risks                                                     -                -
                                                                       ------------------------------------
Net investment income (loss)                                                       -                -

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                         -                -
Change in net unrealized appreciation or depreciation of investments               -                -
                                                                       -------------------------------------
Net increase (decrease) in net assets resulting from operations             $      -        $       -
                                                                       ====================================

Year ended December 31, 1999 Investment income (loss) Income:
   Dividends                                                                $      -        $       -
   Capital gains distributions                                                     -                -
                                                                       ------------------------------------
                                                                                   -                -
Expenses:
   Mortality and expense risks                                                     -                -
                                                                       ------------------------------------
Net investment income (loss)                                                       -                -

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                         -                -
Change in net unrealized appreciation or depreciation of investments               -                -
                                                                       ------------------------------------
Net increase (decrease) in net assets resulting from operations             $      -        $       -
                                                                       ====================================
<FN>
(1)  Commenced operations May 19, 2001
</FN>

See accompanying notes.



                                                                                              American
                                                                                             Century VP        American
                                                                            AIM V.I.     Income & Growth      Century VP
                                                                             Value          Division (1)         Ultra
                                                                           Division (1)                       Division (1)
                                                                   -------------------------------------------------------------
                                                                                                   
Year ended December 31, 2001 Investment income (loss) Income:
   Dividends                                                                $    520         $       -        $        -

Expenses:
   Mortality and expense risks                                                 1,038               793               453
                                                                       ---------------------------------------------------------
Net investment income (loss)                                                    (518)             (793)             (453)

Realized gains (losses) on investments
Realized gain (losses) on sale of fund shares                                 (3,100)              (71)           (9,757)
Capital gains distributions                                                    7,899                 -                 -
                                                                       ---------------------------------------------------------
                                                                       ---------------------------------------------------------
Total realized gains (losses) on investments                                   4,799               (71)           (9,757)
Change in net unrealized appreciation or depreciation of investments          (8,546)            4,176             4,234
                                                                       ---------------------------------------------------------
Net increase (decrease) in net assets resulting from operations              $(4,265)           $3,312           $(5,976)
                                                                       =========================================================

Year ended December 31, 2000 Investment income (loss) Income:
   Dividends                                                              $        -         $       -        $        -
   Capital gains distributions                                                     -                 -                 -
                                                                       ---------------------------------------------------------
                                                                                   -                 -                 -
Expenses:
   Mortality and expense risks                                                     -                 -                 -
                                                                       ---------------------------------------------------------
Net investment income (loss)                                                       -                 -                 -

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                         -                 -                 -
Change in net unrealized appreciation or depreciation of investments               -                 -                 -
                                                                       ---------------------------------------------------------
Net increase (decrease) in net assets resulting from operations           $        -         $       -        $        -
                                                                       =========================================================

Year ended December 31, 1999 Investment income (loss) Income:
   Dividends                                                              $        -         $       -        $        -
   Capital gains distributions                                                     -                 -                 -
                                                                       ---------------------------------------------------------
                                                                                   -                 -                 -
Expenses:
   Mortality and expense risks                                                     -                 -                 -
                                                                       ---------------------------------------------------------
Net investment income (loss)                                                       -                 -                 -

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                         -                 -                 -
Change in net unrealized appreciation or depreciation of investments               -                 -                 -
                                                                       ---------------------------------------------------------
Net increase (decrease) in net assets resulting from operations           $        -         $       -        $        -
                                                                       =========================================================
<FN>
(1)  Commenced operations May 19, 2001
</FN>

See accompanying notes.



                                                                          Asset
                                                                       Allocation        Balanced            Bond
                                                                         Division         Division          Division
                                                                   --------------------------------------------------
                                                                                                  
Year ended December 31, 2001 Investment income (loss) Income:
   Dividends                                                            $ 201,541       $    365,554       $ 691,129

Expenses:
   Mortality and expense risks                                             66,382            106,648          92,970
                                                                       --------------------------------------------------
Net investment income (loss)                                              135,159            258,906         598,159

Realized gains (losses) on investments
Realized gain (losses) on sale of fund shares                            (230,483)          (128,442)         (6,436)
Capital gains distributions                                                13,288            167,396               -
                                                                       --------------------------------------------------
                                                                       --------------------------------------------------
Total realized gains (losses) on investments                             (217,195)            38,954          (6,436)
Change in net unrealized appreciation or depreciation of investments     (251,071)        (1,262,149)        140,352
                                                                       ---------------------------------------------------
Net increase (decrease) in net assets resulting from operations         $(333,107)      $   (964,289)      $ 732,075
                                                                       ==================================================

Year ended December 31, 2000 Investment income (loss) Income:
   Dividends                                                            $ 140,582       $          -       $       -
   Capital gains distributions                                            401,133                  -               -
                                                                       --------------------------------------------------
                                                                          541,715                  -               -
Expenses:
   Mortality and expense risks                                             37,864            104,162          70,481
                                                                       --------------------------------------------------
Net investment income (loss)                                              503,851           (104,162)        (70,481)

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                  9,480            (52,909)        (67,172)
Change in net unrealized appreciation or depreciation of investments     (522,565)            67,563         710,421
                                                                       ---------------------------------------------------
Net increase (decrease) in net assets resulting from operations            (9,234)      $    (89,508)      $ 572,768
                                                                       ==================================================

Year ended December 31, 1999 Investment income (loss) Income:
   Dividends                                                           $   72,994       $    421,363       $ 423,106
   Capital gains distributions                                            220,018            458,007               -
                                                                       --------------------------------------------------
                                                                          293,012            879,370         423,106
Expenses:
   Mortality and expense risks                                             20,257             93,638          47,388
                                                                       --------------------------------------------------
Net investment income (loss)                                              272,755            785,732         375,718

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                 18,368             77,332          (8,182)
Change in net unrealized appreciation or depreciation of investments      136,643           (695,498)       (552,153)
                                                                       --------------------------------------------------
Net increase (decrease) in net assets resulting from operations         $ 427,766       $    167,566       $(184,617)
                                                                       ==================================================
<FN>
(1)  Commenced operations May 19, 2001
</FN>

See accompanying notes.



                        Principal Life Insurance Company
                         Variable Life Separate Account

                      Statements of Operations (continued)

     For the Years Ended December 31, 2001, 2000 and 1999, Except as Noted


                                                                                             Dreyfus
                                                                            Capital          Founders
                                                                             Value          Discovery
                                                                           Division        Division (1)
                                                                       ------------------------------------
                                                                                     
Year ended December 31, 2001 Investment income (loss) Income:
   Dividends                                                              $    354,739     $        -

Expenses:
   Mortality and expense risks                                                 260,206            543
                                                                       ------------------------------------
Net investment income (loss)                                                    94,533           (543)

Realized gains (losses) on investments
Realized gain (losses) on sale of fund shares                                 (420,531)        (3,645)
Capital gains distributions                                                    128,530              -
                                                                       ------------------------------------
                                                                       ------------------------------------
Total realized gains (losses) on investments                                  (292,001)        (3,645)
Change in net unrealized appreciation or depreciation of investments        (2,498,976)         4,568
                                                                       -------------------------------------
Net increase (decrease) in net assets resulting from operations            $(2,696,444)      $    380
                                                                       ====================================

Year ended December 31, 2000 Investment income (loss) Income:
   Dividends                                                              $    448,738     $        -
   Capital gains distributions                                                 135,404              -
                                                                       ------------------------------------
                                                                               584,142              -
Expenses:
   Mortality and expense risks                                                 253,147              -
                                                                       ------------------------------------
Net investment income (loss)                                                   330,995              -

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                    (899,891)             -
Change in net unrealized appreciation or depreciation of investments           950,640              -
                                                                       -------------------------------------
Net increase (decrease) in net assets resulting from operations           $    381,744     $        -
                                                                       ====================================

Year ended December 31, 1999 Investment income (loss) Income:
   Dividends                                                              $    631,298     $        -
   Capital gains distributions                                               3,121,167              -
                                                                       ------------------------------------
                                                                             3,752,465              -
Expenses:
   Mortality and expense risks                                                 227,884              -
                                                                       ------------------------------------
Net investment income (loss)                                                 3,524,581              -

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                     207,213              -
Change in net unrealized appreciation or depreciation of investments        (5,167,258)             -
                                                                       ------------------------------------
Net increase (decrease) in net assets resulting from operations            $(1,435,464)    $        -
                                                                       ====================================
<FN>
(1)  Commenced operations May 19, 2001
(2) Represented the operations of the Aggressive Growth Division until May 19,
    2001 when the name changed to Equity Growth Division
</FN>

See accompanying notes.







                                                                                                                Fidelity VIP
                                                                              Equity        Fidelity VIP II      Equity-
                                                                              Growth          Contrafund         Income
                                                                           Division (2)        Division         Division
                                                                        -------------------------------------------------------
                                                                                                    
Year ended December 31, 2001 Investment income (loss) Income:
   Dividends                                                             $      42,527      $    266,237      $    235,916

Expenses:
   Mortality and expense risks                                                 413,828           305,601           121,385
                                                                       --------------------------------------------------------
Net investment income (loss)                                                  (371,301)          (39,364)          114,531

Realized gains (losses) on investments
Realized gain (losses) on sale of fund shares                                 (594,851)         (530,711)         (100,524)
Capital gains distributions                                                  2,923,876           939,660           662,811
                                                                       --------------------------------------------------------
                                                                       --------------------------------------------------------
Total realized gains (losses) on investments                                 2,329,025           408,949           562,287
Change in net unrealized appreciation or depreciation of investments        (9,726,755)       (5,327,117)       (1,553,952)
                                                                       --------------------------------------------------------
Net increase (decrease) in net assets resulting from operations            $(7,769,031)      $(4,957,532)     $   (877,134)
                                                                       ========================================================

Year ended December 31, 2000 Investment income (loss) Income:
   Dividends                                                             $           -     $      84,138      $    167,161
   Capital gains distributions                                               1,219,532         3,054,223           629,770
                                                                       --------------------------------------------------------
                                                                             1,219,532         3,138,361           796,931
Expenses:
   Mortality and expense risks                                                 357,859           254,559           100,688
                                                                       --------------------------------------------------------
Net investment income (loss)                                                   861,673         2,883,802           696,243

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                     146,570            32,714           (36,409)
Change in net unrealized appreciation or depreciation of investments        (7,649,724)       (5,395,041)          320,251
                                                                       --------------------------------------------------------
Net increase (decrease) in net assets resulting from operations            $(6,641,481)      $(2,478,525)     $    980,085
                                                                       ========================================================

Year ended December 31, 1999 Investment income (loss) Income:
   Dividends                                                           $               -   $      45,256     $      81,671
   Capital gains distributions                                               2,005,405           331,881           180,535
                                                                       --------------------------------------------------------
                                                                             2,005,405           377,137           262,206
Expenses:
   Mortality and expense risks                                                 182,021           115,541            66,774
                                                                       --------------------------------------------------------
Net investment income (loss)                                                 1,823,384           261,596           195,432

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                      88,148            36,522            26,811
Change in net unrealized appreciation or depreciation of investments         6,010,958         3,000,192            51,551
                                                                       --------------------------------------------------------
Net increase (decrease) in net assets resulting from operations            $ 7,922,490       $ 3,298,310      $    273,794
                                                                       ========================================================







                                                                        Fidelity VIP      Government
                                                                        High Income       Securities          Growth
                                                                          Division         Division          Division
                                                                       ----------------------------------------------------
                                                                                               
Year ended December 31, 2001 Investment income (loss) Income:
   Dividends                                                            $  233,699          $216,752    $            -

Expenses:
   Mortality and expense risks                                              22,546            44,697           132,900
                                                                       ---------------------------------------------------
Net investment income (loss)                                               211,153           172,055          (132,900)

Realized gains (losses) on investments
Realized gain (losses) on sale of fund shares                             (198,377)           21,893          (200,755)
Capital gains distributions                                                      -                 -                 -
                                                                       ---------------------------------------------------
                                                                       ---------------------------------------------------
Total realized gains (losses) on investments                              (198,377)           21,893          (200,755)
Change in net unrealized appreciation or depreciation of investments      (397,609)          190,344        (3,854,361)
                                                                       ----------------------------------------------------
Net increase (decrease) in net assets resulting from operations         $ (384,833)         $384,292       $(4,188,016)
                                                                       ===================================================

Year ended December 31, 2000 Investment income (loss) Income:
   Dividends                                                            $  112,140       $         -    $            -
   Capital gains distributions                                                   -                 -         2,991,447
                                                                       ---------------------------------------------------
                                                                           112,140                 -         2,991,447
Expenses:
   Mortality and expense risks                                              16,875            24,903           120,729
                                                                       ---------------------------------------------------
Net investment income (loss)                                                95,265           (24,903)        2,870,718

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                 (46,430)          (73,232)           27,791
Change in net unrealized appreciation or depreciation of investments      (528,218)          358,676        (4,702,775)
                                                                       ----------------------------------------------------
Net increase (decrease) in net assets resulting from operations         $ (479,383)         $260,541       $(1,804,266)
                                                                       ===================================================

Year ended December 31, 1999 Investment income (loss) Income:
   Dividends                                                            $  107,614          $181,309     $      61,438
   Capital gains distributions                                               4,023                 -            26,610
                                                                       ---------------------------------------------------
                                                                           111,637           181,309            88,048
Expenses:
   Mortality and expense risks                                              12,593            29,098            65,974
                                                                       ---------------------------------------------------
Net investment income (loss)                                                99,044           152,211            22,074

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                 (18,366)          (23,023)           35,999
Change in net unrealized appreciation or depreciation of investments         9,792          (179,101)        1,136,770
                                                                       ---------------------------------------------------
Net increase (decrease) in net assets resulting from operations        $    90,470         $ (49,913)      $ 1,194,843
                                                                       ===================================================





                        Principal Life Insurance Company
                         Variable Life Separate Account

                      Statements of Operations (continued)

     For the Years Ended December 31, 2001, 2000 and 1999, Except as Noted




                                                                             High
                                                                             Yield        International
                                                                           Division          Division
                                                                       ------------------------------------
                                                                                    
Year ended December 31, 2001 Investment income (loss) Income:
   Dividends                                                                $ 178,099     $      23,800

Expenses:
   Mortality and expense risks                                                 12,750           156,274
                                                                       ------------------------------------
Net investment income (loss)                                                  165,349          (132,474)

Realized gains (losses) on investments
Realized gain (losses) on sale of fund shares                                 (35,917)         (183,087)
Capital gains distributions                                                         -             3,381
                                                                       ------------------------------------
                                                                       ------------------------------------
Total realized gains (losses) on investments                                  (35,917)         (179,706)
Change in net unrealized appreciation or depreciation of investments         (131,598)       (4,528,498)
                                                                       -------------------------------------
Net increase (decrease) in net assets resulting from operations             $  (2,166)      $(4,840,678)
                                                                       ====================================

Year ended December 31, 2000 Investment income (loss) Income:
   Dividends                                                                $ 159,252     $     115,474
   Capital gains distributions                                                      -           687,531
                                                                       ------------------------------------
                                                                              159,252           803,005
Expenses:
   Mortality and expense risks                                                 12,260           139,590
                                                                       ------------------------------------
Net investment income (loss)                                                  146,992           663,415

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                    (36,162)           10,274
Change in net unrealized appreciation or depreciation of investments         (199,645)       (2,202,921)
                                                                       ------------------------------------
Net increase (decrease) in net assets resulting from operations             $ (88,815)      $(1,529,232)
                                                                       ====================================

Year ended December 31, 1999 Investment income (loss) Income:
   Dividends                                                                $ 156,525      $    331,297
   Capital gains distributions                                                      -         1,187,285
                                                                       ------------------------------------
                                                                              156,525         1,518,582
Expenses:
   Mortality and expense risks                                                 15,977            88,959
                                                                       ------------------------------------
Net investment income (loss)                                                  140,548         1,429,623

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                    (83,063)           34,900
Change in net unrealized appreciation or depreciation of investments          (35,529)          942,834
                                                                       ------------------------------------
Net increase (decrease) in net assets resulting from operations             $  21,956       $ 2,407,357
                                                                       ====================================
<FN>
(1)  Commenced operations May 19, 2001
</FN>

See accompanying notes.



                                                                                                           INVESCO VIF
                                                                      International      INVESCO VIF         Health
                                                                         SmallCap          Dynamics          Sciences
                                                                         Division        Division (1)     Division (1)
                                                                    -------------------------------------------------------
                                                                                                 
Year ended December 31, 2001 Investment income (loss) Income:
   Dividends                                                        $             -       $       -       $       -

Expenses:
   Mortality and expense risks                                               64,180             135               717
                                                                    -------------------------------------------------------
Net investment income (loss)                                                (64,180)           (135)             (717)

Realized gains (losses) on investments
Realized gain (losses) on sale of fund shares                            (1,822,324)         (1,010)             (249)
Capital gains distributions                                                       -               -                 -
                                                                    -------------------------------------------------------
                                                                    -------------------------------------------------------
Total realized gains (losses) on investments                             (1,822,324)         (1,010)             (249)
Change in net unrealized appreciation or depreciation of investments        186,949           2,925             5,449
                                                                    -------------------------------------------------------
Net increase (decrease) in net assets resulting from operations         $(1,699,555)         $1,780            $4,483
                                                                    =======================================================

Year ended December 31, 2000 Investment income (loss) Income:
   Dividends                                                        $               -     $       -         $       -
   Capital gains distributions                                              362,609               -                 -
                                                                    -------------------------------------------------------
                                                                            362,609               -                 -
Expenses:
   Mortality and expense risks                                               45,118               -                 -
                                                                    -------------------------------------------------------
Net investment income (loss)                                                317,491               -                 -

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                  137,726               -                 -
Change in net unrealized appreciation or depreciation of investments     (1,565,735)              -                 -
                                                                    -------------------------------------------------------
Net increase (decrease) in net assets resulting from operations         $(1,110,518)      $       -         $       -
                                                                    =======================================================

Year ended December 31, 1999 Investment income (loss) Income:
   Dividends                                                        $               -     $       -         $       -
   Capital gains distributions                                               77,693               -                 -
                                                                    -------------------------------------------------------
                                                                             77,693               -                 -
Expenses:
   Mortality and expense risks                                                6,069               -                 -
                                                                    -------------------------------------------------------
Net investment income (loss)                                                 71,624               -                 -

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                   29,313               -                 -
Change in net unrealized appreciation or depreciation of investments        570,819               -                 -
                                                                    -------------------------------------------------------
Net increase (decrease) in net assets resulting from operations        $    671,756       $       -         $       -
                                                                    =======================================================

<FN>
(1)  Commenced operations May 19, 2001
</FN>

See accompanying notes.



                                                                     INVESCO VIF                        Janus Aspen
                                                                    Small Company      Invesco VIF       Aggressive
                                                                        Growth         Technology          Growth
                                                                     Division (1)     Division (1)      Division (1)
                                                                    ----------------------------------------------------
                                                                                             
Year ended December 31, 2001 Investment income (loss) Income:
   Dividends                                                          $       -         $       -     $          -

Expenses:
   Mortality and expense risks                                              152               335            1,162
                                                                    ----------------------------------------------------
Net investment income (loss)                                               (152)             (335)          (1,162)

Realized gains (losses) on investments
Realized gain (losses) on sale of fund shares                                44              (352)          (6,432)
Capital gains distributions                                                   -                 -                -
                                                                    ----------------------------------------------------
                                                                    ----------------------------------------------------
Total realized gains (losses) on investments                                 44              (352)          (6,432)
Change in net unrealized appreciation or depreciation of investments      5,041             4,992          (23,636)
                                                                    -----------------------------------------------------
Net increase (decrease) in net assets resulting from operations          $4,933            $4,305         $(31,230)
                                                                    ====================================================

Year ended December 31, 2000 Investment income (loss) Income:
   Dividends                                                          $       -         $       -     $          -
   Capital gains distributions                                                -                 -                -
                                                                    ----------------------------------------------------
                                                                              -                 -                -
Expenses:
   Mortality and expense risks                                                -                 -                -
                                                                    ----------------------------------------------------
Net investment income (loss)                                                  -                 -                -

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                    -                 -                -
Change in net unrealized appreciation or depreciation of investments          -                 -                -
                                                                    -----------------------------------------------------
Net increase (decrease) in net assets resulting from operations       $       -         $       -     $          -
                                                                    ====================================================

Year ended December 31, 1999 Investment income (loss) Income:
   Dividends                                                          $       -         $       -     $          -
   Capital gains distributions                                                -                 -                -
                                                                    ----------------------------------------------------
                                                                              -                 -                -
Expenses:
   Mortality and expense risks                                                -                 -                -
                                                                    ----------------------------------------------------
Net investment income (loss)                                                  -                 -                -

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                    -                 -                -
Change in net unrealized appreciation or depreciation of investments          -                 -                -
                                                                    ----------------------------------------------------
Net increase (decrease) in net assets resulting from operations       $       -         $       -     $          -
                                                                    ====================================================
<FN>
(1)  Commenced operations May 19, 2001
</FN>


See accompanying notes.




                        Principal Life Insurance Company
                         Variable Life Separate Account

                      Statements of Operations (continued)

     For the Years Ended December 31, 2001, 2000 and 1999, Except as Noted



                                                                           LargeCap          LargeCap
                                                                            Growth         Stock Index
                                                                         Division (1)        Division (2)
                                                                       ------------------------------------
                                                                                     
Year ended December 31, 2001 Investment income (loss) Income:
   Dividends                                                              $        -       $    145,770

Expenses:
   Mortality and expense risks                                                   331            114,442
                                                                       ------------------------------------
Net investment income (loss)                                                    (331)            31,328

Realized gains (losses) on investments
Realized gain (losses) on sale of fund shares                                 (1,117)          (198,070)
Capital gains distributions                                                        -                  -
                                                                       ------------------------------------
                                                                       ------------------------------------
Total realized gains (losses) on investments                                  (1,117)          (198,070)
Change in net unrealized appreciation or depreciation of investments           3,234         (1,608,110)
                                                                       -------------------------------------
Net increase (decrease) in net assets resulting from operations              $ 1,786        $(1,774,852)
                                                                       ====================================

Year ended December 31, 2000 Investment income (loss) Income:
   Dividends                                                              $        -       $    102,989
   Capital gains distributions                                                     -             41,453
                                                                       ------------------------------------
                                                                                   -            144,442
Expenses:
   Mortality and expense risks                                                     -             72,122
                                                                       ------------------------------------
Net investment income (loss)                                                       -             72,320

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                         -                153
Change in net unrealized appreciation or depreciation of investments               -         (1,133,899)
                                                                       -------------------------------------
Net increase (decrease) in net assets resulting from operations           $        -        $(1,061,426)
                                                                       ====================================

Year ended December 31, 1999 Investment income (loss) Income:
   Dividends                                                              $        -       $     27,669
   Capital gains distributions                                                     -             35,810
                                                                       ------------------------------------
                                                                                   -             63,479
Expenses:
   Mortality and expense risks                                                     -             15,615
                                                                       ------------------------------------
Net investment income (loss)                                                       -             47,864

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                         -                377
Change in net unrealized appreciation or depreciation of investments               -            321,029
                                                                       ------------------------------------
Net increase (decrease) in net assets resulting from operations           $        -       $    369,270
                                                                       ====================================
<FN>
(1)  Commenced operations May 19, 2001
(2)  Commenced operations May 1, 1999
</FN>

See accompanying notes.



                                                                                                                MidCap
                                                                            MicroCap           MidCap           Growth
                                                                            Division          Division         Division
                                                                       --------------------------------------------------------


                                                                                                     
Year ended December 31, 2001 Investment income (loss) Income:
   Dividends                                                             $         -        $    287,538      $         -

Expenses:
   Mortality and expense risks                                                13,429             280,737           23,388
                                                                       --------------------------------------------------------
Net investment income (loss)                                                 (13,429)              6,801          (23,388)

Realized gains (losses) on investments
Realized gain (losses) on sale of fund shares                                 (3,292)              8,298          (75,948)
Capital gains distributions                                                        -             962,939           60,176
                                                                       --------------------------------------------------------
                                                                       --------------------------------------------------------
Total realized gains (losses) on investments                                  (3,292)            971,237          (15,772)
Change in net unrealized appreciation or depreciation of investments          54,466          (2,591,787)        (418,816)
                                                                       --------------------------------------------------------
Net increase (decrease) in net assets resulting from operations              $37,745         $(1,613,749)       $(457,976)
                                                                       ========================================================

Year ended December 31, 2000 Investment income (loss) Income:
   Dividends                                                                $  6,198        $     96,220      $     4,159
   Capital gains distributions                                                     -           6,502,170          199,447
                                                                       --------------------------------------------------------
                                                                               6,198           6,598,390          203,606
Expenses:
   Mortality and expense risks                                                 7,677             272,454           13,595
                                                                       --------------------------------------------------------
Net investment income (loss)                                                  (1,479)          6,325,936          190,011

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                    32,846             396,277           26,224
Change in net unrealized appreciation or depreciation of investments            (737)         (2,361,754)        (163,442)
                                                                       --------------------------------------------------------
Net increase (decrease) in net assets resulting from operations              $30,630         $ 4,360,459       $   52,793
                                                                       ========================================================

Year ended December 31, 1999 Investment income (loss) Income:
   Dividends                                                               $     614        $     93,198      $     1,567
   Capital gains distributions                                                     -           1,313,207                -
                                                                       --------------------------------------------------------
                                                                                 614           1,406,405            1,567
Expenses:
   Mortality and expense risks                                                 2,622             228,629            5,079
                                                                       --------------------------------------------------------
Net investment income (loss)                                                  (2,008)          1,177,776           (3,512)

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                       539             142,810            9,001
Change in net unrealized appreciation or depreciation of investments          (4,874)          2,019,372           82,583
                                                                       --------------------------------------------------------
Net increase (decrease) in net assets resulting from operations             $ (6,343)        $ 3,339,958       $   88,072
                                                                       ========================================================
<FN>
(1)  Commenced operations May 19, 2001
(2)  Commenced operations May 1, 1999
</FN>

See accompanying notes.



                                                                               MidCap
                                                                               Growth           MidCap            Money
                                                                               Equity            Value            Market
                                                                            Division (1)     Division (1)        Division
                                                                       --------------------------------------------------------


                                                                                                     
Year ended December 31, 2001 Investment income (loss) Income:
   Dividends                                                              $          -         $     284          $894,342

Expenses:
   Mortality and expense risks                                                     317               768           275,846
                                                                       --------------------------------------------------------
Net investment income (loss)                                                      (317)             (484)          618,496

Realized gains (losses) on investments
Realized gain (losses) on sale of fund shares                                  (11,841)              113                 -
Capital gains distributions                                                          -             9,791                 -
                                                                       --------------------------------------------------------
                                                                       --------------------------------------------------------
Total realized gains (losses) on investments                                   (11,841)            9,904                 -
Change in net unrealized appreciation or depreciation of investments             3,652             4,460               (86)
                                                                       --------------------------------------------------------
Net increase (decrease) in net assets resulting from operations              $  (8,506)          $13,880          $618,410
                                                                       ========================================================

Year ended December 31, 2000 Investment income (loss) Income:
   Dividends                                                              $          -       $         -          $947,987
   Capital gains distributions                                                       -                 -                 -
                                                                       --------------------------------------------------------
                                                                                     -                 -           947,987
Expenses:
   Mortality and expense risks                                                       -                 -           185,639
                                                                       --------------------------------------------------------
Net investment income (loss)                                                         -                 -           762,348

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                           -                 -                 -
Change in net unrealized appreciation or depreciation of investments                 -                 -                 -
                                                                       --------------------------------------------------------
Net increase (decrease) in net assets resulting from operations           $          -       $         -          $762,348
                                                                       ========================================================

Year ended December 31, 1999 Investment income (loss) Income:
   Dividends                                                              $          -       $         -          $407,602
   Capital gains distributions                                                       -                 -                 -
                                                                       --------------------------------------------------------
                                                                                     -                 -           407,602
Expenses:
   Mortality and expense risks                                                       -                 -            93,734
                                                                       --------------------------------------------------------
Net investment income (loss)                                                         -                 -           313,868

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                           -                 -                 -
Change in net unrealized appreciation or depreciation of investments                 -                 -                 -
                                                                       --------------------------------------------------------
Net increase (decrease) in net assets resulting from operations           $          -       $         -          $313,868
                                                                       ========================================================
<FN>
(1)  Commenced operations May 19, 2001
(2)  Commenced operations May 1, 1999
</FN>

See accompanying notes.



                        Principal Life Insurance Company
                         Variable Life Separate Account

                      Statements of Operations (continued)

     For the Years Ended December 31, 2001, 2000 and 1999, Except as Noted



                                                                                   Putnam VT
                                                                                  Global Asset       Putnam VT
                                                                                   Allocation          Vista
                                                                                    Division          Division
                                                                                ------------------------------------
                                                                                            
         Year ended December 31, 2001 Investment income (loss) Income:
            Dividends                                                               $   11,469       $         -

         Expenses:
            Mortality and expense risks                                                 10,494            56,353
                                                                                ------------------------------------
         Net investment income (loss)                                                      975           (56,353)

         Realized gains (losses) on investments
         Realized gain (losses) on sale of fund shares                                 (37,790)         (421,989)
         Capital gains distributions                                                   117,908           679,338
                                                                                ------------------------------------
                                                                                ------------------------------------
         Total realized gains (losses) on investments                                   80,118           257,349
         Change in net unrealized appreciation or depreciation of investments         (189,495)       (2,557,000)
                                                                                -------------------------------------
         Net increase (decrease) in net assets resulting from operations             $(108,402)      $(2,356,004)
                                                                                ====================================

         Year ended December 31, 2000 Investment income (loss) Income:
            Dividends                                                              $     9,533       $         -
            Capital gains distributions                                                 51,153            20,972
                                                                                ------------------------------------
                                                                                        60,686            20,972
         Expenses:
            Mortality and expense risks                                                  6,544            27,026
                                                                                ------------------------------------
         Net investment income (loss)                                                   54,142            (6,054)

         Realized and unrealized gains (losses) on investments
         Net realized gains (losses) on investments                                     (1,478)           23,433
         Change in net unrealized appreciation or depreciation of investments          (91,512)         (730,737)
                                                                                -------------------------------------
         Net increase (decrease) in net assets resulting from operations            $  (38,848)     $   (713,358)
                                                                                ====================================

         Year ended December 31, 1999 Investment income (loss) Income:
            Dividends                                                              $     3,412       $         -
            Capital gains distributions                                                  9,719            62,859
                                                                                ------------------------------------
                                                                                        13,131            62,859
         Expenses:
            Mortality and expense risks                                                  2,385             2,960
                                                                                ------------------------------------
         Net investment income (loss)                                                   10,746            59,899

         Realized and unrealized gains (losses) on investments
         Net realized gains (losses) on investments                                      4,668             5,780
         Change in net unrealized appreciation or depreciation of investments           23,177           181,556
                                                                                ------------------------------------
         Net increase (decrease) in net assets resulting from operations            $   38,591      $    247,235
                                                                                ====================================

         See accompanying notes.



                                                                                    Putnam VT
                                                                                     Voyager         Real Estate        SmallCap
                                                                                    Division           Division         Division
                                                                                ----------------------------------------------------


                                                                                                              
         Year ended December 31, 2001 Investment income (loss) Income:
            Dividends                                                           $               -       $120,032       $         -

         Expenses:
            Mortality and expense risks                                                 185,141           15,633            23,604
                                                                                ----------------------------------------------------
         Net investment income (loss)                                                  (185,141)         104,399           (23,604)

         Realized gains (losses) on investments
         Realized gain (losses) on sale of fund shares                                 (350,488)          12,059           (24,501)
         Capital gains distributions                                                  4,288,799                -                 -
                                                                                ----------------------------------------------------
                                                                                ----------------------------------------------------
         Total realized gains (losses) on investments                                 3,938,311           12,059           (24,501)
         Change in net unrealized appreciation or depreciation of investments        (8,868,879)         113,786           117,453
                                                                                ----------------------------------------------------
         Net increase (decrease) in net assets resulting from operations            $(5,115,709)        $230,244        $   69,348
                                                                                ====================================================

         Year ended December 31, 2000 Investment income (loss) Income:
            Dividends                                                           $           778        $  37,862       $     5,550
            Capital gains distributions                                               1,650,707                -           273,379
                                                                                ----------------------------------------------------
                                                                                      1,651,485           37,862           278,929
         Expenses:
            Mortality and expense risks                                                 134,312            2,771            16,009
                                                                                ----------------------------------------------------
         Net investment income (loss)                                                 1,517,173           35,091           262,920

         Realized and unrealized gains (losses) on investments
         Net realized gains (losses) on investments                                          25           12,346            28,981
         Change in net unrealized appreciation or depreciation of investments        (5,168,799)          35,647          (618,008)
                                                                                ----------------------------------------------------
         Net increase (decrease) in net assets resulting from operations            $(3,651,601)       $  83,084         $(326,107)
                                                                                ====================================================

         Year ended December 31, 1999 Investment income (loss) Income:
            Dividends                                                            $        1,764        $   3,569       $       331
            Capital gains distributions                                                 163,482                -            88,145
                                                                                ----------------------------------------------------
                                                                                        165,246            3,569            88,476
         Expenses:
            Mortality and expense risks                                                  29,437              376             4,836
                                                                                ----------------------------------------------------
         Net investment income (loss)                                                   135,809            3,193            83,640

         Realized and unrealized gains (losses) on investments
         Net realized gains (losses) on investments                                      16,417             (785)           10,826
         Change in net unrealized appreciation or depreciation of investments         2,300,449           (5,017)          145,118
                                                                                ----------------------------------------------------
         Net increase (decrease) in net assets resulting from operations            $ 2,452,675        $  (2,609)        $ 239,584
                                                                                ====================================================

         See accompanying notes.




                                                                                     SmallCap         SmallCap
                                                                                      Growth            Value          Utilities
                                                                                     Division         Division          Division
                                                                                ----------------------------------------------------


                                                                                                              
         Year ended December 31, 2001 Investment income (loss) Income:
            Dividends                                                           $               -      $  40,659       $   56,379

         Expenses:
            Mortality and expense risks                                                  88,523           25,576           15,580
                                                                                ----------------------------------------------------
         Net investment income (loss)                                                   (88,523)          15,083           40,799

         Realized gains (losses) on investments
         Realized gain (losses) on sale of fund shares                                 (274,722)          26,614          (17,784)
         Capital gains distributions                                                          -          222,712                -
                                                                                ----------------------------------------------------
                                                                                ----------------------------------------------------
         Total realized gains (losses) on investments                                  (274,722)         249,326          (17,784)
         Change in net unrealized appreciation or depreciation of investments        (3,028,545)         (33,749)        (646,422)
                                                                                ----------------------------------------------------
         Net increase (decrease) in net assets resulting from operations            $(3,391,790)        $230,660        $(623,407)
                                                                                ====================================================

         Year ended December 31, 2000 Investment income (loss) Income:
            Dividends                                                           $               -      $  16,994       $   25,998
            Capital gains distributions                                                 492,430          131,634           21,828
                                                                                ----------------------------------------------------
                                                                                        492,430          148,628           47,826
         Expenses:
            Mortality and expense risks                                                  56,013            8,739            6,958
                                                                                ----------------------------------------------------
         Net investment income (loss)                                                   436,417          139,889           40,868

         Realized and unrealized gains (losses) on investments
         Net realized gains (losses) on investments                                      71,121          127,192           19,284
         Change in net unrealized appreciation or depreciation of investments        (2,338,388)            (543)          97,562
                                                                                ----------------------------------------------------
         Net increase (decrease) in net assets resulting from operations            $(1,830,850)        $266,538        $ 157,714
                                                                                ====================================================

         Year ended December 31, 1999 Investment income (loss) Income:
            Dividends                                                           $               -      $   3,592       $    8,137
            Capital gains distributions                                                  19,242                -            1,773
                                                                                ----------------------------------------------------
                                                                                         19,242            3,592            9,910
         Expenses:
            Mortality and expense risks                                                   5,327            2,821            1,916
                                                                                ----------------------------------------------------
         Net investment income (loss)                                                    13,915              771            7,994

         Realized and unrealized gains (losses) on investments
         Net realized gains (losses) on investments                                      30,664            2,968            1,155
         Change in net unrealized appreciation or depreciation of investments           705,827           78,477           (3,398)
                                                                                ----------------------------------------------------
         Net increase (decrease) in net assets resulting from operations           $    750,406        $  82,216       $    5,751
                                                                                ====================================================

         See accompanying notes.






                        Principal Life Insurance Company
                         Variable Life Separate Account

                       Statements of Changes in Net Assets

     For The Years Ended December 31, 2001, 2000 and 1999, Except as Noted



                                                                               AIM V.I.
                                                               AIM V.I.       Growth and       AIM V.I.
                                                                Growth          Income          Value
                                                             Division (1)    Division (1)    Division (1)
                                                            --------------- --------------- ---------------
                                                                 2001            2001            2001
                                                            --------------- --------------- ---------------
                                                                                   
 Net assets at beginning of period                          $           -   $           -   $           -

 Increase (decrease) in net assets
 Operations:
    Net investment income (loss)                                     (49)           (226)           (518)
    Total realized gains (losses) on investments                    (218)         (3,639)          4,799
    Change in net unrealized appreciation or
      depreciation of investments                                   (735)          1,786          (8,546)
                                                            --------------- --------------- ---------------
                                                            --------------- --------------- ---------------
 Net increase (decrease) in net assets
    resulting from operations                                     (1,002)         (2,079)         (4,265)

 Policy related transactions:
    Net premium payments, less sales charges
      and applicable premium taxes                               185,385         118,004         460,447
    Contract terminations and surrenders                               -               -            (157)
    Death benefit payments                                             -             (26)              -
    Policy loan transfers                                              -               -            (113)
    Transfers to other contracts                                  (1,655)           (958)        (10,509)
    Cost of insurance and administration charges                  (7,948)         (7,447)        (19,120)
    Surrender charges                                                  -             (11)            (64)
                                                            --------------- --------------- ---------------
                                                            --------------- --------------- ---------------
 Increase (decrease) in net assets from policy
    related transactions                                         175,782         109,562         430,484
                                                            --------------- --------------- ---------------
                                                            --------------- --------------- ---------------
 Total increase (decrease)                                       174,780         107,483         426,219
                                                            --------------- --------------- ---------------
                                                            --------------- --------------- ---------------
 Net assets at end of period                                    $174,780        $107,483        $426,219
                                                            =============== =============== ===============
<FN>
(1)  Commenced operations May 19, 2001.
</FN>

See accompanying notes.



                                                                 American Century
                                                                   VP Income &       American Century
                                                                      Growth             VP Ultra
                                                                   Division (1)        Division (1)

                                                                 ------------------ -------------------
                                                                       2001                2001
                                                                 ------------------ -------------------

                                                                               
 Net assets at beginning of period                               $      -            $      -

 Increase (decrease) in net assets
 Operations:
    Net investment income (loss)                                      (793)               (453)
    Total realized gains (losses) on investments                       (71)             (9,757)
    Change in net unrealized appreciation or
      depreciation of investments                                    4,176               4,234
                                                             ------------------ -----------------------
                                                             ------------------ -----------------------
 Net increase (decrease) in net assets
    resulting from operations                                        3,312              (5,976)

 Policy related transactions:
    Net premium payments, less sales charges
      and applicable premium taxes                                 335,858             310,278
    Contract terminations and surrenders                                 -                 (67)
    Death benefit payments                                               -                   -
    Policy loan transfers                                             (141)                  -
    Transfers to other contracts                                    (6,063)           (102,398)
    Cost of insurance and administration charges                    (9,836)             (8,984)
    Surrender charges                                                    -                 (28)
                                                             ------------------ -----------------------
                                                             ------------------ -----------------------
 Increase (decrease) in net assets from policy
    related transactions                                           319,818             198,801
                                                             ------------------ -----------------------
                                                             ------------------ -----------------------
 Total increase (decrease)                                         323,130             192,825
                                                             ------------------ -----------------------
                                                             ------------------ -----------------------
 Net assets at end of period                                      $323,130            $192,825
                                                             ================== =======================
<FN>
(1)  Commenced operations May 19, 2001.
</FN>

See accompanying notes.
<Page>


                                                                       Asset Allocation Division
                                                         ------------------------------------------------------
                                                                2001             2000              1999
                                                         ------------------------------------------------------
                                                                                      
 Net assets at beginning of period                          $5,527,233        $3,132,463       $1,592,829

 Increase (decrease) in net assets
 Operations:
    Net investment income (loss)                               135,159           503,851          272,755
    Total realized gains (losses) on investments              (217,195)            9,480           18,368
    Change in net unrealized appreciation or
      depreciation of investments                             (251,071)         (522,565)         136,643
                                                            --------------------------------------------------
                                                            --------------------------------------------------
 Net increase (decrease) in net assets
    resulting from operations                                 (333,107)           (9,234)         427,766

 Policy related transactions:
    Net premium payments, less sales charges
      and applicable premium taxes                           8,853,445         3,289,056        1,835,680
    Contract terminations and surrenders                      (378,516)          (65,587)         (41,872)
    Death benefit payments                                     (12,348)                -           (2,944)
    Policy loan transfers                                      (55,035)          (26,235)         (64,353)
    Transfers to other contracts                            (3,202,248)         (365,808)        (337,090)
    Cost of insurance and administration charges              (594,740)         (385,961)        (260,250)
    Surrender charges                                         (154,782)          (41,461)         (17,303)
                                                            --------------------------------------------------
                                                            --------------------------------------------------
 Increase (decrease) in net assets from policy
    related transactions                                     4,455,776         2,404,004        1,111,868
                                                            --------------------------------------------------
                                                            --------------------------------------------------
 Total increase (decrease)                                   4,122,669         2,394,770        1,539,634
                                                            --------------------------------------------------
                                                            --------------------------------------------------
 Net assets at end of period                                $9,649,902        $5,527,233       $3,132,463
                                                            ==================================================
<FN>
(1)  Commenced operations May 19, 2001.
</FN>

See accompanying notes.
<Page>

                       Principal Life Insurance Company
                         Variable Life Separate Account

                 Statements of Changes in Net Assets (continued)

     For the Years Ended December 31, 2001, 2000 and 1999, Except as Noted



                                                                            Balanced Division
                                                                -------------------------------------------
                                                                -------------------------------------------
                                                                     2001          2000          1999
                                                                -------------------------------------------

                                                                                    
 Net assets at beginning of period                                $11,977,437   $12,297,279  $  9,879,189

 Increase (decrease) in net assets
 Operations:
    Net investment income (loss)                                      258,906      (104,162)      785,732
    Total realized gains (losses) on
      investments                                                      38,954       (52,909)       77,332
    Change in net unrealized appreciation or
      depreciation of investments                                  (1,262,149)       67,563      (695,498)
                                                                -------------------------------------------
                                                                -------------------------------------------
 Net increase (decrease) in net assets
    resulting from operations                                        (964,289)      (89,508)      167,566

 Policy related transactions:
    Net premium payments, less sales charges
      and applicable premium taxes                                  4,861,852     4,313,099     6,113,533
    Contract terminations and surrenders                             (505,834)     (453,456)     (449,646)
    Death benefit payments                                            (50,423)      (21,288)       (4,689)
    Policy loan transfers                                            (131,129)      (227,75)     (147,452)
    Transfers to other contracts                                     (911,089)   (2,699,004)   (2,132,506)
    Cost of insurance and administration
      charges                                                      (1,020,199)   (1,007,392)   (1,020,029)
    Surrender charges                                                (154,934)     (134,539)     (108,687)
                                                                -------------------------------------------
                                                                -------------------------------------------
 Increase (decrease) in net assets from
    policy related transactions                                     2,088,244      (230,334)    2,250,524
                                                                -------------------------------------------
                                                                -------------------------------------------
 Total increase (decrease)                                          1,123,955      (319,842)    2,418,090
                                                                -------------------------------------------
                                                                -------------------------------------------
 Net assets at end of period                                      $13,101,392   $11,977,437   $12,297,279
                                                                ===========================================
<FN>
(1)  Commenced operations May 19, 2001.
</FN>

See accompanying notes.




                                                                                    Bond Division
                                                                     -----------------------------------------
                                                                          2001          2000          1999
                                                                     -----------------------------------------

                                                                                      
 Net assets at beginning of period                                 $  9,081,333  $6,647,735    $3,953,245

 Increase (decrease) in net assets
 Operations:
    Net investment income (loss)                                        598,159     (70,481)      375,718
    Total realized gains (losses) on
      investments                                                        (6,436)    (67,172)       (8,182)
    Change in net unrealized appreciation or
      depreciation of investments                                       140,352     710,421      (552,153)
                                                                 --------------------------------------------

 Net increase (decrease) in net assets
    resulting from operations                                           732,075     572,768      (184,617)

 Policy related transactions:
    Net premium payments, less sales charges
      and applicable premium taxes                                   10,172,015   4,695,877     5,045,651
    Contract terminations and surrenders                               (875,588)   (224,651)     (341,883)
    Death benefit payments                                              (27,387)     (6,705)       (1,456)
    Policy loan transfers                                               (86,352)   (112,479)       69,090
    Transfers to other contracts                                     (2,700,365) (1,602,705)   (1,149,010)
    Cost of insurance and administration
      charges                                                        (1,059,253)   (813,559)     (691,942)
    Surrender charges                                                  (327,602)    (74,948)      (51,343)
                                                                 --------------------------------------------
                                                                 --------------------------------------------
 Increase (decrease) in net assets from
    policy related transactions                                       5,095,468   1,860,830     2,879,107
                                                                 --------------------------------------------
                                                                 --------------------------------------------
 Total increase (decrease)                                            5,827,543   2,433,598     2,694,490
                                                                 --------------------------------------------
                                                                 --------------------------------------------
 Net assets at end of period                                        $14,908,876  $9,081,333    $6,647,735
                                                                 ============================================
<FN>
(1)  Commenced operations May 19, 2001.
</FN>

See accompanying notes.



                                                                                                             Dreyfus
                                                                                                             Founders
                                                                                                            Discovery
                                                                      Capital Value Division              Division (1)
                                                            -------------------------------------------- ----------------
                                                                 2001          2000           1999            2001
                                                            -------------------------------------------- ----------------

                                                                                                
 Net assets at beginning of period                           $28,529,336  $28,453,464    $22,971,942        $      -

 Increase (decrease) in net assets
 Operations:
    Net investment income (loss)                                  94,533      330,995      3,524,581            (543)
    Total realized gains (losses) on
      investments                                               (292,001)    (899,891)       207,213          (3,645)
    Change in net unrealized appreciation or
      depreciation of investments                             (2,498,976)     950,640     (5,167,258)          4,568
                                                             ----------------------------------------- ----------------

 Net increase (decrease) in net assets
    resulting from operations                                 (2,696,444)     381,744     (1,435,464)            380

 Policy related transactions:
    Net premium payments, less sales charges
      and applicable premium taxes                            11,153,610   11,696,805     14,665,546         227,998
    Contract terminations and surrenders                      (1,281,730)    (992,682)      (779,500)              -
    Death benefit payments                                       (61,173)     (43,189)       (16,643)              -
    Policy loan transfers                                       (248,302)    (528,453)      (159,843)              -
    Transfers to other contracts                              (2,698,649)  (7,517,529)    (4,080,476)        (69,873)
    Cost of insurance and administration
      charges                                                 (2,697,679)  (2,638,433)    (2,533,293)         (3,496)
    Surrender charges                                           (403,816)    (282,391)      (178,805)              -
                                                             ----------------------------------------- ----------------
                                                             ----------------------------------------- ----------------
 Increase (decrease) in net assets from
    policy related transactions                                3,762,261     (305,872)     6,916,986         154,629
                                                             ----------------------------------------- ----------------
                                                             ----------------------------------------- ----------------
 Total increase (decrease)                                     1,065,817       75,872      5,481,522         155,009
                                                             ----------------------------------------- ----------------
                                                             ----------------------------------------- ----------------
 Net assets at end of period                                 $29,595,153  $28,529,336    $28,453,464        $155,009
                                                             ========================================= ================
<FN>
(1)  Commenced operations May 19, 2001.
</FN>

See accompanying notes.



                        Principal Life Insurance Company
                         Variable Life Separate Account
                 Statements of Changes in Net Assets (continued)

     For the Years Ended December 31, 2001, 2000 and 1999, Except as Noted



                                                                          Equity Growth Division(1)
                                                                -------------------------------------------
                                                                -------------------------------------------
                                                                     2001          2000          1999
                                                                -------------------------------------------

                                                                                      
 Net assets at beginning of period                                $45,972,711   $33,093,420    $14,244,041

 Increase (decrease) in net assets
 Operations:
    Net investment income (loss)                                     (371,301)      861,673      1,823,384
    Total realized gains (losses) on
      investments                                                   2,329,025       146,570         88,148
    Change in net unrealized appreciation or
      depreciation of investments                                  (9,726,755)   (7,649,724)     6,010,958
                                                                -------------------------------------------
                                                                -------------------------------------------
 Net increase (decrease) in net assets
    resulting from operations                                      (7,769,031)   (6,641,481)     7,922,490

 Policy related transactions:
    Net premium payments, less sales charges
      and applicable premium taxes                                 26,746,436    29,758,309     16,297,188
    Contract terminations and surrenders                           (2,138,814)     (902,757)      (453,060)
    Death benefit payments                                            (24,549)      (19,750)        (7,313)
    Policy loan transfers                                            (506,074)     (797,276)      (393,765)
    Transfers to other contracts                                   (5,666,291)   (3,750,874)    (1,675,940)
    Cost of insurance and administration
      charges                                                      (5,149,495)   (4,191,357)    (2,653,004)
    Surrender charges                                                (880,452)     (575,523)      (187,217)
                                                                -------------------------------------------
                                                                -------------------------------------------
 Increase (decrease) in net assets from
    policy related transactions                                    12,380,761    19,520,772     10,926,889
                                                                -------------------------------------------
                                                                -------------------------------------------
 Total increase (decrease)                                          4,611,730    12,879,291     18,849,379
                                                                -------------------------------------------
                                                                -------------------------------------------
 Net assets at end of period                                      $50,584,441   $45,972,711    $33,093,420
                                                                ===========================================
<FN>
(1) Represented the operations of the Aggressive Growth Division until May 19, 2001 when the name changed to Equity Growth Division.
2001
</FN>

See accompanying notes.







                                                                         Fidelity VIP II Contrafund Division
                                                                 ----------------------------------------------------
                                                                       2001             2000             1999
                                                                 ----------------------------------------------------

                                                                                            
 Net assets at beginning of period                                   $35,385,437     $21,683,086     $  8,023,001

 Increase (decrease) in net assets
 Operations:
    Net investment income (loss)                                         (39,364)      2,883,802          261,596
    Total realized gains (losses) on
      investments                                                        408,949          32,714           36,522
    Change in net unrealized appreciation or
      depreciation of investments                                     (5,327,117)     (5,395,041)       3,000,192
                                                                 ----------------------------------------------------

 Net increase (decrease) in net assets
    resulting from operations                                         (4,957,532)     (2,478,525)       3,298,310

 Policy related transactions:
    Net premium payments, less sales charges
      and applicable premium taxes                                    21,542,443      23,219,618       13,567,422
    Contract terminations and surrenders                              (1,361,042)       (498,142)        (229,535)
    Death benefit payments                                               (23,859)         (9,707)          (4,835)
    Policy loan transfers                                               (264,336)       (592,880)        (182,637)
    Transfers to other contracts                                      (5,026,269)     (2,678,220)      (1,002,866)
    Cost of insurance and administration
      charges                                                         (3,575,992)     (2,940,509)      (1,690,923)
    Surrender charges                                                   (564,195)       (319,284)         (94,851)
                                                                 ----------------------------------------------------
                                                                 ----------------------------------------------------
 Increase (decrease) in net assets from
    policy related transactions                                       10,726,750      16,180,876       10,361,775
                                                                 ----------------------------------------------------
                                                                 ----------------------------------------------------
 Total increase (decrease)                                             5,769,218      13,702,351       13,660,085
                                                                 ----------------------------------------------------
                                                                 ----------------------------------------------------
 Net assets at end of period                                         $41,154,655     $35,385,437      $21,683,086
                                                                 ====================================================

See accompanying notes.


                                                                          Fidelity VIP Equity-Income Division
                                                                  ---------------------------------------------------
                                                                         2001             2000             1999
                                                                  ---------------------------------------------------

                                                                                                
 Net assets at beginning of period                                    $13,577,072     $  9,373,498       $4,905,541

 Increase (decrease) in net assets
 Operations:
    Net investment income (loss)                                          114,531          696,243          195,432
    Total realized gains (losses) on
      investments                                                         562,287          (36,409)          26,811
    Change in net unrealized appreciation or
      depreciation of investments                                      (1,553,952)         320,251           51,551
                                                                  ---------------------------------------------------

 Net increase (decrease) in net assets
    resulting from operations                                            (877,134)         980,085          273,794

 Policy related transactions:
    Net premium payments, less sales charges
      and applicable premium taxes                                      9,865,998        7,043,890        6,456,166
    Contract terminations and surrenders                                 (784,047)        (184,398)        (156,447)
    Death benefit payments                                                (44,869)          (1,690)            (221)
    Policy loan transfers                                                (174,682)          94,665         (174,979)
    Transfers to other contracts                                       (1,894,293)      (2,545,534)        (976,597)
    Cost of insurance and administration
      charges                                                          (1,216,469)      (1,065,441)        (889,111)
    Surrender charges                                                    (322,040)        (118,003)         (64,648)
                                                                  ---------------------------------------------------
                                                                  ---------------------------------------------------
 Increase (decrease) in net assets from
    policy related transactions                                         5,429,598        3,223,489        4,194,163
                                                                  ---------------------------------------------------
                                                                  ---------------------------------------------------
 Total increase (decrease)                                              4,552,464        4,203,574        4,467,957
                                                                  ---------------------------------------------------
                                                                  ---------------------------------------------------
 Net assets at end of period                                          $18,129,536      $13,577,072       $9,373,498
                                                                  ===================================================

See accompanying notes.



                        Principal Life Insurance Company
                         Variable Life Separate Account

                 Statements of Changes in Net Assets (continued)

     For the Years Ended December 31, 2001, 2000 and 1999, Except as Noted






                                                                    Fidelity VIP High Income Division
                                                                -------------------------------------------
                                                                -------------------------------------------
                                                                     2001          2000          1999
                                                                -------------------------------------------

                                                                                     
 Net assets at beginning of period                                 $1,821,483   $1,560,663    $1,064,791

 Increase (decrease) in net assets
 Operations:
    Net investment income (loss)                                      211,153       95,265        99,044
    Total realized gains (losses) on
      investments                                                    (198,377)     (46,430)      (18,366)
    Change in net unrealized appreciation or
      depreciation of investments                                    (397,609)    (528,218)        9,792
                                                                -------------------------------------------
                                                                -------------------------------------------
 Net increase (decrease) in net assets
    resulting from operations                                        (384,833)    (479,383)       90,470

 Policy related transactions:
    Net premium payments, less sales charges
      and applicable premium taxes                                  2,482,751    1,436,160     1,004,457
    Contract terminations and surrenders                              (35,914)     (32,423)      (70,361)
    Death benefit payments                                                  -         (420)          (36)
    Policy loan transfers                                              51,196      (18,764)        8,724
    Transfers to other contracts                                     (857,938)    (444,922)     (360,193)
    Cost of insurance and administration
      charges                                                        (244,065)    (178,932)     (148,114)
    Surrender charges                                                 (15,098)     (20,496)      (29,075)
                                                                -------------------------------------------
                                                                -------------------------------------------
 Increase (decrease) in net assets from
    policy related transactions                                     1,380,932      740,203       405,402
                                                                -------------------------------------------
                                                                -------------------------------------------
 Total increase (decrease)                                            996,099      260,820       495,872
                                                                -------------------------------------------
                                                                -------------------------------------------
 Net assets at end of period                                       $2,817,582   $1,821,483    $1,560,663
                                                                ===========================================

See accompanying notes.






                                                                      Government Securities Division
                                                            ----------------------------------------------------
                                                                  2001             2000             1999
                                                            ----------------------------------------------------

                                                                                        
 Net assets at beginning of period                             $  3,393,527      $3,117,503      $3,266,712

 Increase (decrease) in net assets
 Operations:
    Net investment income (loss)                                    172,055         (24,903)        152,211
    Total realized gains (losses) on
      investments                                                    21,893         (73,232)        (23,023)
    Change in net unrealized appreciation or
      depreciation of investments                                   190,344         358,676        (179,101)
                                                            ----------------------------------------------------

 Net increase (decrease) in net assets
    resulting from operations                                       384,292         260,541         (49,913)

 Policy related transactions:
    Net premium payments, less sales charges
      and applicable premium taxes                                8,637,064       1,932,137       2,370,343
    Contract terminations and surrenders                           (167,887)        (37,495)        (11,368)
    Death benefit payments                                           (6,256)         (3,138)            (90)
    Policy loan transfers                                           (12,266)       (102,846)          3,547
    Transfers to other contracts                                 (1,222,730)     (1,496,351)     (2,222,249)
    Cost of insurance and administration
      charges                                                      (470,635)       (253,121)       (234,781)
    Surrender charges                                               (69,028)        (23,703)         (4,698)
                                                            ----------------------------------------------------
                                                            ----------------------------------------------------
 Increase (decrease) in net assets from
    policy related transactions                                   6,688,262          15,483         (99,296)
                                                            ----------------------------------------------------
                                                            ----------------------------------------------------
 Total increase (decrease)                                        7,072,554         276,024        (149,209)
                                                            ----------------------------------------------------
                                                            ----------------------------------------------------
 Net assets at end of period                                    $10,466,081      $3,393,527      $3,117,503
                                                            ====================================================

See accompanying notes.



                                                                               Growth Division
                                                            -----------------------------------------------------
                                                                   2001             2000             1999
                                                            -----------------------------------------------------

                                                                                        
 Net assets at beginning of period                              $14,740,033      $10,738,427     $  4,760,835

 Increase (decrease) in net assets
 Operations:
    Net investment income (loss)                                   (132,900)       2,870,718           22,074
    Total realized gains (losses) on
      investments                                                  (200,755)          27,791           35,999
    Change in net unrealized appreciation or
      depreciation of investments                                (3,854,361)      (4,702,775)       1,136,770
                                                            -----------------------------------------------------

 Net increase (decrease) in net assets
    resulting from operations                                    (4,188,016)      (1,804,266)       1,194,843

 Policy related transactions:
    Net premium payments, less sales charges
      and applicable premium taxes                                8,263,846        9,674,355        7,116,531
    Contract terminations and surrenders                           (433,577)        (275,368)        (174,656)
    Death benefit payments                                          (30,346)         (10,239)             (80)
    Policy loan transfers                                          (139,063)        (262,492)        (137,542)
    Transfers to other contracts                                 (1,006,228)      (1,629,892)        (933,539)
    Cost of insurance and administration
      charges                                                    (1,760,758)      (1,514,952)      (1,015,792)
    Surrender charges                                              (187,294)        (175,540)         (72,173)
                                                            -----------------------------------------------------
                                                            -----------------------------------------------------
 Increase (decrease) in net assets from
    policy related transactions                                   4,706,580        5,805,872        4,782,749
                                                            -----------------------------------------------------
                                                            -----------------------------------------------------
 Total increase (decrease)                                          518,564        4,001,606        5,977,592
                                                            -----------------------------------------------------
                                                            -----------------------------------------------------
 Net assets at end of period                                    $15,258,597      $14,740,033      $10,738,427
                                                            =====================================================

See accompanying notes.




                        Principal Life Insurance Company
                         Variable Life Separate Account

                 Statements of Changes in Net Assets (continued)

     For the Years Ended December 31, 2001, 2000 and 1999, Except as Noted



                                                                           High Yield Division
                                                                -------------------------------------------
                                                                -------------------------------------------
                                                                     2001          2000          1999
                                                                -------------------------------------------

                                                                                      
 Net assets at beginning of period                                 $1,617,658    $1,689,069    $2,269,099

 Increase (decrease) in net assets
 Operations:
    Net investment income (loss)                                      165,349       146,992       140,548
    Total realized gains (losses) on
      investments                                                     (35,917)      (36,162)      (83,063)
    Change in net unrealized appreciation or
      depreciation of investments                                    (131,598)     (199,645)      (35,529)
                                                                -------------------------------------------
                                                                -------------------------------------------
 Net increase (decrease) in net assets
    resulting from operations                                          (2,166)      (88,815)       21,956

 Policy related transactions:
    Net premium payments, less sales charges
      and applicable premium taxes                                    261,163       301,781       435,443
    Contract terminations and surrenders                              (31,601)      (78,725)     (706,562)
    Death benefit payments                                                  -             -        (1,481)
    Policy loan transfers                                              (3,538)        2,087       (19,235)
    Transfers to other contracts                                      (25,002)     (107,800)     (136,183)
    Cost of insurance and administration
      charges                                                        (104,483)      (95,536)     (128,426)
    Surrender charges                                                  (1,488)       (4,403)      (45,542)
                                                                -------------------------------------------
                                                                -------------------------------------------
 Increase (decrease) in net assets from
    policy related transactions                                        95,051        17,404      (601,986)
                                                                -------------------------------------------
                                                                -------------------------------------------
 Total increase (decrease)                                             92,885       (71,411)     (580,030)
                                                                -------------------------------------------
                                                                -------------------------------------------
 Net assets at end of period                                       $1,710,543    $1,617,658    $1,689,069
                                                                ===========================================

See accompanying notes.



                                                                               International Division
                                                                 ----------------------------------------------------
                                                                       2001             2000             1999
                                                                 ----------------------------------------------------

                                                                                            
 Net assets at beginning of period                                   $17,342,064     $13,191,433     $  7,800,249

 Increase (decrease) in net assets
 Operations:
    Net investment income (loss)                                        (132,474)        663,415        1,429,623
    Total realized gains (losses) on
      investments                                                       (179,706)         10,274           34,900
    Change in net unrealized appreciation or
      depreciation of investments                                     (4,528,498)     (2,202,921)         942,834
                                                                 ----------------------------------------------------

 Net increase (decrease) in net assets
    resulting from operations                                         (4,840,678)     (1,529,232)       2,407,357

 Policy related transactions:
    Net premium payments, less sales charges
      and applicable premium taxes                                     9,563,738      10,086,587        6,417,856
    Contract terminations and surrenders                                (341,846)       (302,768)        (171,017)
    Death benefit payments                                               (12,973)        (10,052)            (403)
    Policy loan transfers                                               (175,748)       (232,123)        (167,118)
    Transfers to other contracts                                      (1,938,667)     (2,294,330)      (1,986,291)
    Cost of insurance and administration
      charges                                                         (1,681,770)     (1,374,849)      (1,038,531)
    Surrender charges                                                   (140,787)       (192,602)         (70,669)
                                                                 ----------------------------------------------------
                                                                 ----------------------------------------------------
 Increase (decrease) in net assets from
    policy related transactions                                        5,271,947       5,679,863        2,983,827
                                                                 ----------------------------------------------------
                                                                 ----------------------------------------------------
 Total increase (decrease)                                               431,269       4,150,631        5,391,184
                                                                 ----------------------------------------------------
                                                                 ----------------------------------------------------
 Net assets at end of period                                         $17,773,333     $17,342,064      $13,191,433
                                                                 ====================================================

See accompanying notes.
<Page>


                                                                            International SmallCap Division
                                                                 ----------------------------------------------------
                                                                        2001             2000             1999
                                                                 ----------------------------------------------------

                                                                                              
 Net assets at beginning of period                                  $  6,917,944     $  1,960,477      $   316,190

 Increase (decrease) in net assets
 Operations:
    Net investment income (loss)                                         (64,180)         317,491           71,624
    Total realized gains (losses) on
      investments                                                     (1,822,324)         137,726           29,313
    Change in net unrealized appreciation or
      depreciation of investments                                        186,949       (1,565,735)         570,819
                                                                 ----------------------------------------------------

 Net increase (decrease) in net assets
    resulting from operations                                         (1,699,555)      (1,110,518)         671,756

 Policy related transactions:
    Net premium payments, less sales charges
      and applicable premium taxes                                    15,986,152       10,571,353        1,229,935
    Contract terminations and surrenders                                (181,804)         (68,238)         (11,949)
    Death benefit payments                                                (5,825)          (1,345)               -
    Policy loan transfers                                                (69,818)         (92,701)         (97,474)
    Transfers to other contracts                                     (12,388,722)      (3,708,043)         (49,357)
    Cost of insurance and administration
      charges                                                           (885,234)        (589,904)         (93,687)
    Surrender charges                                                    (75,339)         (43,137)          (4,937)
                                                                 ----------------------------------------------------
                                                                 ----------------------------------------------------
 Increase (decrease) in net assets from
    policy related transactions                                        2,379,410        6,067,985          972,531
                                                                 ----------------------------------------------------
                                                                 ----------------------------------------------------
 Total increase (decrease)                                               679,855        4,957,467        1,644,287
                                                                 ----------------------------------------------------
                                                                 ----------------------------------------------------
 Net assets at end of period                                        $  7,597,799     $  6,917,944       $1,960,477
                                                                 ====================================================

See accompanying notes.
<Page>


                        Principal Life Insurance Company
                         Variable Life Separate Account

                 Statements of Changes in Net Assets (continued)

     For the Years Ended December 31, 2001, 2000 and 1999, Except as Noted



                                                                                             INVESCO VIF
                                                                             INVESCO VIF    Small Company
                                                             INVESCO VIF        Health          Growth
                                                               Dynamics        Sciences      Division (1)
                                                             Division (1)    Division (1)
                                                            --------------- --------------- ---------------
                                                                 2001            2001            2001
                                                            --------------- --------------- ---------------
                                                                                   
 Net assets at beginning of period                           $         -    $           -   $         -

 Increase (decrease) in net assets
 Operations:
    Net investment income (loss)                                    (135)           (717)          (152)
    Total realized gains (losses) on
      investments                                                 (1,010)           (249)            44
    Change in net unrealized appreciation or
      depreciation of investments                                  2,925           5,449          5,041
                                                            --------------- --------------- ---------------
                                                            --------------- --------------- ---------------
 Net increase (decrease) in net assets
    resulting from operations                                      1,780           4,483          4,933

 Policy related transactions:
    Net premium payments, less sales charges
      and applicable premium taxes                                78,780         422,243         62,744
    Contract terminations and surrenders                             (23)            (65)           (28)
    Death benefit payments                                             -               -              -
    Policy loan transfers                                           (172)             21              -
    Transfers to other contracts                                 (24,605)        (40,580)          (587)
    Cost of insurance and administration charges                  (2,732)        (16,701)        (3,813)
    Surrender charges                                                 (9)            (27)           (12)
                                                            --------------- --------------- ---------------
                                                            --------------- --------------- ---------------
 Increase (decrease) in net assets from
    policy related transactions                                   51,239         364,891         58,304
                                                            --------------- --------------- ---------------
                                                            --------------- --------------- ---------------
 Total increase (decrease)                                        53,019         369,374         63,237
                                                            --------------- --------------- ---------------
                                                            --------------- --------------- ---------------
 Net assets at end of period                                     $53,019        $369,374        $63,237
                                                            =============== =============== ===============
<FN>
(1)  Commenced operations May 19, 2001.
(2)  Commenced operations May 1, 1999.
</FN>

See accompanying notes.




                                                                                  Janus Aspen
                                                               INVESCO VIF        Aggressive      LargeCap Growth
                                                                Technology      Growth Division     Division (1)
                                                               Division (1)           (1)
                                                             ----------------- ------------------ -----------------
                                                                   2001              2001               2001
                                                             ----------------- ------------------ -----------------
                                                                                          
 Net assets at beginning of period                           $           -     $           -       $           -

 Increase (decrease) in net assets
 Operations:
    Net investment income (loss)                                      (335)           (1,162)               (331)
    Total realized gains (losses) on
      investments                                                     (352)           (6,432)             (1,117)
    Change in net unrealized appreciation or
      depreciation of investments                                    4,992           (23,636)              3,234
                                                             ----------------- ------------------ -----------------

 Net increase (decrease) in net assets
    resulting from operations                                        4,305           (31,230)              1,786

 Policy related transactions:
    Net premium payments, less sales charges
      and applicable premium taxes                                 147,748           506,226             196,358
    Contract terminations and surrenders                               (48)              (22)                (22)
    Death benefit payments                                               -                 -                   -
    Policy loan transfers                                                -               938                   -
    Transfers to other contracts                                    (6,849)          (49,770)            (35,223)
    Cost of insurance and administration charges                    (7,590)          (22,774)             (8,325)
    Surrender charges                                                  (20)               (9)                 (9)
                                                             ----------------- ------------------ -----------------
                                                             ----------------- ------------------ -----------------
 Increase (decrease) in net assets from
    policy related transactions                                    133,241           434,589             152,779
                                                             ----------------- ------------------ -----------------
                                                             ----------------- ------------------ -----------------
 Total increase (decrease)                                         137,546           403,359             154,565
                                                             ----------------- ------------------ -----------------
                                                             ----------------- ------------------ -----------------
 Net assets at end of period                                      $137,546          $403,359            $154,565
                                                             ================= ================== =================
<FN>
(1)  Commenced operations May 19, 2001.
(2)  Commenced operations May 1, 1999.
</FN>

See accompanying notes.





                                                                      LargeCap Stock Index Division (2)
                                                              --------------------------------------------------
                                                                    2001            2000             1999
                                                              --------------------------------------------------
                                                                                         
 Net assets at beginning of period                                $12,276,884   $  6,704,714      $        -

 Increase (decrease) in net assets
 Operations:
    Net investment income (loss)                                       31,328         72,320          47,864
    Total realized gains (losses) on
      investments                                                    (198,070)           153             377
    Change in net unrealized appreciation or
      depreciation of investments                                  (1,608,110)    (1,133,899)        321,029
                                                              --------------------------------------------------

 Net increase (decrease) in net assets
    resulting from operations                                      (1,774,852)    (1,061,426)        369,270

 Policy related transactions:
    Net premium payments, less sales charges
      and applicable premium taxes                                 10,027,318      7,825,895       6,494,864
    Contract terminations and surrenders                             (306,450)       (34,473)        (13,946)
    Death benefit payments                                           (300,788)          (259)              -
    Policy loan transfers                                             (35,555)       (92,383)          5,779
    Transfers to other contracts                                   (1,507,223)      (452,491)        (44,128)
    Cost of insurance and administration charges                     (974,711)      (589,691)       (101,362)
    Surrender charges                                                (126,670)       (23,002)         (5,763)
                                                              --------------------------------------------------
                                                              --------------------------------------------------
 Increase (decrease) in net assets from
    policy related transactions                                     6,775,921      6,633,596       6,335,444
                                                              --------------------------------------------------
                                                              --------------------------------------------------
 Total increase (decrease)                                          5,001,069      5,572,170       6,704,714
                                                              --------------------------------------------------
                                                              --------------------------------------------------
 Net assets at end of period                                      $17,277,953    $12,276,884      $6,704,714
                                                              ==================================================
<FN>
(1)  Commenced operations May 19, 2001.
(2)  Commenced operations May 1, 1999.
</FN>
See accompanying notes.


                        Principal Life Insurance Company
                         Variable Life Separate Account

                 Statements of Changes in Net Assets (continued)

     For the Years Ended December 31, 2001, 2000 and 1999, Except as Noted






                                                                            MicroCap Division
                                                                -------------------------------------------
                                                                -------------------------------------------
                                                                     2001          2000          1999
                                                                -------------------------------------------

                                                                                      
 Net assets at beginning of period                                 $1,269,013  $   452,739     $149,378

 Increase (decrease) in net assets
 Operations:
    Net investment income (loss)                                      (13,429)      (1,479)      (2,008)
    Total realized gains (losses) on
      investments                                                      (3,292)      32,846          539
    Change in net unrealized appreciation or
      depreciation of investments                                      54,466         (737)      (4,874)
                                                                -------------------------------------------
                                                                -------------------------------------------
 Net increase (decrease) in net assets
    resulting from operations                                          37,745       30,630       (6,343)

 Policy related transactions:
    Net premium payments, less sales charges
      and applicable premium taxes                                    935,120    1,556,542      368,670
    Contract terminations and surrenders                              (33,408)     (13,200)      (1,103)
    Death benefit payments                                             (1,301)           -            -
    Policy loan transfers                                               1,306         (461)      (6,935)
    Transfers to other contracts                                     (154,517)    (672,095)      (8,950)
    Cost of insurance and administration
      charges                                                        (130,270)     (76,798)     (41,522)
    Surrender charges                                                 (15,724)      (8,344)        (456)
                                                                -------------------------------------------
                                                                -------------------------------------------
 Increase (decrease) in net assets from
    policy related transactions                                       601,206      785,644      309,704
                                                                -------------------------------------------
                                                                -------------------------------------------
 Total increase (decrease)                                            638,951      816,274      303,361
                                                                -------------------------------------------
                                                                -------------------------------------------
 Net assets at end of period                                       $1,907,964   $1,269,013     $452,739
                                                                ===========================================

See accompanying notes.





                                                                               MidCap Division
                                                             ----------------------------------------------------
                                                                   2001             2000             1999
                                                             ----------------------------------------------------

                                                                                        
Net assets at beginning of period                               $37,522,641     $30,767,163      $25,463,610

 Increase (decrease) in net assets
 Operations:
    Net investment income (loss)                                       6,801       6,325,936        1,177,776
    Total realized gains (losses) on
      investments                                                    971,237         396,277          142,810
    Change in net unrealized appreciation or
      depreciation of investments                                 (2,591,787)     (2,361,754)       2,019,372
                                                             ----------------------------------------------------

 Net increase (decrease) in net assets
    resulting from operations                                     (1,613,749)      4,360,459        3,339,958

 Policy related transactions:
    Net premium payments, less sales charges
      and applicable premium taxes                                12,119,253      11,608,618       11,141,276
    Contract terminations and surrenders                          (1,602,008)     (1,516,159)      (1,108,369)
    Death benefit payments                                           (42,287)        (69,784)         (23,450)
    Policy loan transfers                                         (1,075,094)       (603,290)        (579,695)
    Transfers to other contracts                                  (2,850,649)     (4,166,416)      (4,628,585)
    Cost of insurance and administration
      charges                                                     (2,715,722)     (2,529,480)      (2,628,217)
    Surrender charges                                               (298,611)       (328,470)        (209,365)
                                                             ----------------------------------------------------
                                                             ----------------------------------------------------
 Increase (decrease) in net assets from
    policy related transactions                                    3,534,882       2,395,019        1,963,595
                                                             ----------------------------------------------------
                                                             ----------------------------------------------------
 Total increase (decrease)                                         1,921,133       6,755,478        5,303,553
                                                             ----------------------------------------------------
                                                             ----------------------------------------------------
 Net assets at end of period                                     $39,443,774     $37,522,641      $30,767,163
                                                             ====================================================

See accompanying notes.





                                                                           MidCap Growth Division
                                                            -----------------------------------------------------
                                                                   2001             2000             1999
                                                            -----------------------------------------------------

                                                                                          
Net assets at beginning of period                               $2,396,679      $   978,046        $315,903

 Increase (decrease) in net assets
 Operations:
    Net investment income (loss)                                    (23,388)         190,011          (3,512)
    Total realized gains (losses) on
      investments                                                   (15,772)          26,224           9,001
    Change in net unrealized appreciation or
      depreciation of investments                                  (418,816)        (163,442)         82,583
                                                            -----------------------------------------------------

 Net increase (decrease) in net assets
    resulting from operations                                      (457,976)          52,793          88,072

 Policy related transactions:
    Net premium payments, less sales charges
      and applicable premium taxes                                2,424,587        1,843,915         878,861
    Contract terminations and surrenders                           (108,375)         (25,571)        (10,284)
    Death benefit payments                                             (780)               -               -
    Policy loan transfers                                           (35,716)         (10,834)         (5,191)
    Transfers to other contracts                                   (405,618)        (251,257)       (195,196)
    Cost of insurance and administration
      charges                                                      (336,627)        (174,248)        (89,869)
    Surrender charges                                               (44,316)         (16,165)         (4,250)
                                                            -----------------------------------------------------
                                                            -----------------------------------------------------
 Increase (decrease) in net assets from
    policy related transactions                                   1,493,155        1,365,840         574,071
                                                            -----------------------------------------------------
                                                            -----------------------------------------------------
 Total increase (decrease)                                        1,035,179        1,418,633         662,143
                                                            -----------------------------------------------------
                                                            -----------------------------------------------------
 Net assets at end of period                                     $3,431,858       $2,396,679        $978,046
                                                            =====================================================

See accompanying notes.


                        Principal Life Insurance Company
                         Variable Life Separate Account

                 Statements of Changes in Net Assets (continued)

     For the Years Ended December 31, 2001, 2000 and 1999, Except as Noted



                                                                             MidCap
                                                                             Growth            MidCap
                                                                             Equity            Value
                                                                          Division (1)      Division (1)
                                                                        ----------------- -----------------
                                                                              2001              2001
                                                                        ----------------- -----------------

                                                                                    
 Net assets at beginning of period                                      $           -     $           -

 Increase (decrease) in net assets
 Operations:
    Net investment income (loss)                                                 (317)             (484)
    Total realized gains (losses) on
      investments                                                             (11,841)            9,904
    Change in net unrealized appreciation or
      depreciation of investments                                               3,652             4,460
                                                                        ----------------- -----------------
                                                                        ----------------- -----------------
 Net increase (decrease) in net assets
    resulting from operations                                                  (8,506)           13,880

 Policy related transactions:
    Net premium payments, less sales charges
      and applicable premium taxes                                            190,253           357,254
    Contract terminations and surrenders                                          (56)              (76)
    Death benefit payments                                                          -                 -
    Policy loan transfers                                                           -               147
    Transfers to other contracts                                              (51,184)          (21,607)
    Cost of insurance and administration
      charges                                                                  (5,783)          (14,878)
    Surrender charges                                                             (23)              (31)
                                                                        ----------------- -----------------
                                                                        ----------------- -----------------
 Increase (decrease) in net assets from policy
    related transactions                                                      133,207           320,809
                                                                        ----------------- -----------------
                                                                        ----------------- -----------------
 Total increase (decrease)                                                    124,701           334,689
                                                                        ----------------- -----------------
                                                                        ----------------- -----------------
 Net assets at end of period                                                 $124,701          $334,689
                                                                        ================= =================
<FN>
(1)  Commenced operations May 19, 2001.
</FN>

See accompanying notes.



                                                                            Money Market Division
                                                             ----------------------------------------------------
                                                                   2001             2000             1999
                                                             ----------------------------------------------------

                                                                                        
 Net assets at beginning of period                               $18,255,616      $14,455,480    $  8,335,116

 Increase (decrease) in net assets
 Operations:
    Net investment income (loss)                                     618,496          762,348         313,868
    Total realized gains (losses) on
      investments                                                          -                -               -
    Change in net unrealized appreciation or
      depreciation of investments                                        (86)               -               -
                                                             ----------------------------------------------------

 Net increase (decrease) in net assets
    resulting from operations                                        618,410          762,348         313,868

 Policy related transactions:
    Net premium payments, less sales charges
      and applicable premium taxes                                79,238,720       72,946,715      40,630,667
    Contract terminations and surrenders                            (966,272)        (535,850)       (526,416)
    Death benefit payments                                          (214,508)               -             (31)
    Policy loan transfers                                           (154,267)         (61,746)       (280,402)
    Transfers to other contracts                                 (62,751,766)     (66,548,940)    (31,813,986)
    Cost of insurance and administration
      charges                                                     (3,706,667)      (2,665,403)     (1,987,469)
    Surrender charges                                               (408,228)         (96,988)       (215,867)
                                                             ----------------------------------------------------
                                                             ----------------------------------------------------
 Increase (decrease) in net assets from policy
    related transactions                                          11,037,012        3,037,788       5,806,496
                                                             ----------------------------------------------------
                                                             ----------------------------------------------------
 Total increase (decrease)                                        11,655,422        3,800,136       6,120,364
                                                             ----------------------------------------------------
                                                             ----------------------------------------------------
 Net assets at end of period                                     $29,911,038      $18,255,616     $14,455,480
                                                             ====================================================
<FN>
(1)  Commenced operations May 19, 2001.
</FN>

See accompanying notes.
 


                                                                 Putnam VT Global Asset Allocation Division
                                                            -----------------------------------------------------
                                                                   2001             2000             1999
                                                            -----------------------------------------------------

                                                                                          
 Net assets at beginning of period                              $   944,197        $422,470        $  75,231

 Increase (decrease) in net assets
 Operations:
    Net investment income (loss)                                        975          54,142           10,746
    Total realized gains (losses) on
      investments                                                    80,118          (1,478)           4,668
    Change in net unrealized appreciation or
      depreciation of investments                                  (189,495)        (91,512)          23,177
                                                            -----------------------------------------------------

 Net increase (decrease) in net assets
    resulting from operations                                      (108,402)        (38,848)          38,591

 Policy related transactions:
    Net premium payments, less sales charges
      and applicable premium taxes                                  929,244         829,996          441,210
    Contract terminations and surrenders                            (26,087)        (12,947)          (2,330)
    Death benefit payments                                                -               -                -
    Policy loan transfers                                            (2,776)         (1,036)            (601)
    Transfers to other contracts                                   (133,536)       (149,689)         (85,053)
    Cost of insurance and administration
      charges                                                      (149,078)        (96,360)         (43,615)
    Surrender charges                                               (10,693)         (9,389)            (963)
                                                            -----------------------------------------------------
                                                            -----------------------------------------------------
 Increase (decrease) in net assets from policy
    related transactions                                            607,074         560,575          308,648
                                                            -----------------------------------------------------
                                                            -----------------------------------------------------
 Total increase (decrease)                                          498,672         521,727          347,239
                                                            -----------------------------------------------------
                                                            -----------------------------------------------------
 Net assets at end of period                                     $1,442,869        $944,197         $422,470
                                                            =====================================================
<FN>
(1)  Commenced operations May 19, 2001.
</FN>


See accompanying notes.
 


                        Principal Life Insurance Company
                         Variable Life Separate Account

                 Statements of Changes in Net Assets (continued)

     For the Years Ended December 31, 2001, 2000 and 1999, Except as Noted



                                                                          Putnam VT Vista Division
                                                                -------------------------------------------
                                                                -------------------------------------------
                                                                     2001          2000          1999
                                                                -------------------------------------------

                                                                                      
 Net assets at beginning of period                                 $5,249,045  $   895,165     $123,051

 Increase (decrease) in net assets
 Operations:
    Net investment income (loss)                                      (56,353)      (6,054)      59,899
    Total realized gains (losses) on
      investments                                                     257,349       23,433        5,780
    Change in net unrealized appreciation or
      depreciation of investments                                  (2,557,000)    (730,737)     181,556
                                                                -------------------------------------------
                                                                -------------------------------------------
 Net increase (decrease) in net assets
    resulting from operations                                      (2,356,004)    (713,358)     247,235

 Policy related transactions:
    Net premium payments, less sales charges
      and applicable premium taxes                                  6,357,039    5,897,773      628,024
    Contract terminations and surrenders                              (98,457)     (36,043)      (6,403)
    Death benefit payments                                             (4,795)      (6,712)           -
    Policy loan transfers                                             (58,115)     (91,942)      (5,925)
    Transfers to other contracts                                   (1,647,186)    (345,652)     (32,861)
    Cost of insurance and administration
      charges                                                        (801,378)    (327,401)     (55,310)
    Surrender charges                                                 (42,014)     (22,785)      (2,646)
                                                                -------------------------------------------
                                                                -------------------------------------------
 Increase (decrease) in net assets from
    policy related transactions                                     3,705,094    5,067,238      524,879
                                                                -------------------------------------------
                                                                -------------------------------------------
 Total increase (decrease)                                          1,349,090    4,353,880      772,114
                                                                -------------------------------------------
                                                                -------------------------------------------
 Net assets at end of period                                       $6,598,135   $5,249,045     $895,165
                                                                ===========================================

See accompanying notes.






                                                                           Putnam VT Voyager Division
                                                             ----------------------------------------------------
                                                                   2001             2000             1999
                                                             ----------------------------------------------------

                                                                                         
 Net assets at beginning of period                               $19,058,561    $  8,742,337      $   899,548

 Increase (decrease) in net assets
 Operations:
    Net investment income (loss)                                    (185,141)      1,517,173          135,809
    Total realized gains (losses) on
      investments                                                  3,938,311              25           16,417
    Change in net unrealized appreciation or
      depreciation of investments                                 (8,868,879)     (5,168,799)       2,300,449
                                                             ----------------------------------------------------

 Net increase (decrease) in net assets
    resulting from operations                                     (5,115,709)     (3,651,601)       2,452,675

 Policy related transactions:
    Net premium payments, less sales charges
      and applicable premium taxes                                14,000,975      18,048,445        6,453,995
    Contract terminations and surrenders                            (412,007)       (302,693)         (30,704)
    Death benefit payments                                            (4,549)         (5,327)               -
    Policy loan transfers                                           (158,880)       (319,487)         (47,124)
    Transfers to other contracts                                  (2,303,977)     (1,421,158)        (354,009)
    Cost of insurance and administration
      charges                                                     (2,490,655)     (1,837,210)        (619,356)
    Surrender charges                                               (172,813)       (194,745)         (12,688)
                                                             ----------------------------------------------------
                                                             ----------------------------------------------------
 Increase (decrease) in net assets from
    policy related transactions                                    8,458,094      13,967,825        5,390,114
                                                             ----------------------------------------------------
                                                             ----------------------------------------------------
 Total increase (decrease)                                         3,342,385      10,316,224        7,842,789
                                                             ----------------------------------------------------
                                                             ----------------------------------------------------
 Net assets at end of period                                     $22,400,946     $19,058,561       $8,742,337
                                                             ====================================================

See accompanying notes.




                                                                             Real Estate Division
                                                             -----------------------------------------------------
                                                                    2001             2000             1999
                                                             -----------------------------------------------------

                                                                                            
 Net assets at beginning of period                                $1,001,550     $     73,623        $31,709

 Increase (decrease) in net assets
 Operations:
    Net investment income (loss)                                     104,399           35,091          3,193
    Total realized gains (losses) on
      investments                                                     12,059           12,346           (785)
    Change in net unrealized appreciation or
      depreciation of investments                                    113,786           35,647         (5,017)
                                                             -----------------------------------------------------

 Net increase (decrease) in net assets
    resulting from operations                                        230,244           83,084         (2,609)

 Policy related transactions:
    Net premium payments, less sales charges
      and applicable premium taxes                                 3,324,796        1,174,224         62,476
    Contract terminations and surrenders                             (20,244)          (6,695)          (586)
    Death benefit payments                                              (159)            (109)             -
    Policy loan transfers                                             (7,056)          (1,248)           (75)
    Transfers to other contracts                                    (971,701)        (232,118)        (6,771)
    Cost of insurance and administration
      charges                                                       (254,043)         (84,979)       (10,279)
    Surrender charges                                                 (8,278)          (4,232)          (242)
                                                             -----------------------------------------------------
                                                             -----------------------------------------------------
 Increase (decrease) in net assets from
    policy related transactions                                    2,063,315          844,843         44,523
                                                             -----------------------------------------------------
                                                             -----------------------------------------------------
 Total increase (decrease)                                         2,293,559          927,927         41,914
                                                             -----------------------------------------------------
                                                             -----------------------------------------------------
 Net assets at end of period                                      $3,295,109       $1,001,550        $73,623
                                                             =====================================================

See accompanying notes.


                        Principal Life Insurance Company
                         Variable Life Separate Account

                 Statements of Changes in Net Assets (continued)

     For the Years Ended December 31, 2001, 2000 and 1999, Except as Noted



                                                                            SmallCap Division
                                                                -------------------------------------------
                                                                -------------------------------------------
                                                                     2001          2000          1999
                                                                -------------------------------------------

                                                                                     
 Net assets at beginning of period                                 $1,958,266    $1,099,108   $   250,636

 Increase (decrease) in net assets
 Operations:
    Net investment income (loss)                                      (23,604)      262,920        83,640
    Total realized gains (losses) on
      investments                                                     (24,501)       28,981        10,826
    Change in net unrealized appreciation or
      depreciation of investments                                     117,453      (618,008)      145,118
                                                                -------------------------------------------
                                                                -------------------------------------------
 Net increase (decrease) in net assets
    resulting from operations                                          69,348      (326,107)      239,584

 Policy related transactions:
    Net premium payments, less sales charges
      and applicable premium taxes                                  2,422,686     1,965,594       782,251
    Contract terminations and surrenders                              (39,344)      (31,790)       (2,802)
    Death benefit payments                                               (444)          (23)            -
    Policy loan transfers                                             (23,996)       53,381        17,498
    Transfers to other contracts                                     (356,879)     (584,563)     (121,595)
    Cost of insurance and administration
      charges                                                        (329,879)     (197,216)      (65,306)
    Surrender charges                                                 (17,789)      (20,118)       (1,158)
                                                                -------------------------------------------
                                                                -------------------------------------------
 Increase (decrease) in net assets from
    policy related transactions                                     1,654,355     1,185,265       608,888
                                                                -------------------------------------------
                                                                -------------------------------------------
 Total increase (decrease)                                          1,723,703       859,158       848,472
                                                                -------------------------------------------
                                                                -------------------------------------------
 Net assets at end of period                                       $3,681,969    $1,958,266    $1,099,108
                                                                ===========================================

See accompanying notes.







                                                                          SmallCap Growth Division
                                                             ----------------------------------------------------
                                                                   2001             2000             1999
                                                             ----------------------------------------------------

                                                                                         
 Net assets at beginning of period                              $  8,419,398      $2,161,250      $   209,695

 Increase (decrease) in net assets
 Operations:
    Net investment income (loss)                                     (88,523)        436,417           13,915
    Total realized gains (losses) on
      investments                                                   (274,722)         71,121           30,664
    Change in net unrealized appreciation or
      depreciation of investments                                 (3,028,545)     (2,338,388)         705,827
                                                             ----------------------------------------------------

 Net increase (decrease) in net assets
    resulting from operations                                     (3,391,790)     (1,830,850)         750,406

 Policy related transactions:
    Net premium payments, less sales charges
      and applicable premium taxes                                 8,281,086       9,746,782        1,479,309
    Contract terminations and surrenders                            (166,952)        (73,949)          (7,272)
    Death benefit payments                                            (3,561)         (1,523)               -
    Policy loan transfers                                            (57,461)       (105,922)         (95,917)
    Transfers to other contracts                                  (1,733,699)       (731,700)         (79,325)
    Cost of insurance and administration
      charges                                                     (1,177,938)       (697,943)         (92,641)
    Surrender charges                                                (70,809)        (46,747)          (3,005)
                                                             ----------------------------------------------------
                                                             ----------------------------------------------------
 Increase (decrease) in net assets from
    policy related transactions                                    5,070,666       8,088,998        1,201,149
                                                             ----------------------------------------------------
                                                             ----------------------------------------------------
 Total increase (decrease)                                         1,678,876       6,258,148        1,951,555
                                                             ----------------------------------------------------
                                                             ----------------------------------------------------
 Net assets at end of period                                     $10,098,274      $8,419,398       $2,161,250
                                                             ====================================================

See accompanying notes.



                                                                            SmallCap Value Division
                                                             ----------------------------------------------------
                                                                    2001             2000             1999
                                                             ----------------------------------------------------

                                                                                            
 Net assets at beginning of period                                $1,737,646      $   623,561        $144,138

 Increase (decrease) in net assets
 Operations:
    Net investment income (loss)                                      15,083          139,889             771
    Total realized gains (losses) on
      investments                                                    249,326          127,192           2,968
    Change in net unrealized appreciation or
      depreciation of investments                                    (33,749)            (543)         78,477
                                                             ----------------------------------------------------

 Net increase (decrease) in net assets
    resulting from operations                                        230,660          266,538          82,216

 Policy related transactions:
    Net premium payments, less sales charges
      and applicable premium taxes                                 5,332,498        2,323,152         496,663
    Contract terminations and surrenders                             (30,784)          (9,286)         (6,635)
    Death benefit payments                                                 -                -               -
    Policy loan transfers                                            (42,215)         (22,793)           (518)
    Transfers to other contracts                                  (1,406,624)      (1,335,069)        (36,013)
    Cost of insurance and administration
      charges                                                       (266,125)        (102,587)        (53,548)
    Surrender charges                                                (12,588)          (5,870)         (2,742)
                                                             ----------------------------------------------------
                                                             ----------------------------------------------------
 Increase (decrease) in net assets from
    policy related transactions                                    3,574,162          847,547         397,207
                                                             ----------------------------------------------------
                                                             ----------------------------------------------------
 Total increase (decrease)                                         3,804,822        1,114,085         479,423
                                                             ----------------------------------------------------
                                                             ----------------------------------------------------
 Net assets at end of period                                      $5,542,468       $1,737,646        $623,561
                                                             ====================================================

See accompanying notes.

                        Principal Life Insurance Company
                         Variable Life Separate Account

                 Statements of Changes in Net Assets (continued)

     For the Years Ended December 31, 2001, 2000 and 1999, Except as Noted



                                                                            Utilities Division
                                                                -------------------------------------------
                                                                -------------------------------------------
                                                                     2001          2000          1999
                                                                -------------------------------------------

                                                                                     
 Net assets at beginning of period                                 $1,392,047  $   437,284    $  45,596

 Increase (decrease) in net assets
 Operations:
    Net investment income (loss)                                       40,799       40,868        7,994
    Total realized gains (losses) on
      investments                                                     (17,784)      19,284        1,155
    Change in net unrealized appreciation or
      depreciation of investments                                    (646,422)      97,562       (3,398)
                                                                -------------------------------------------
                                                                -------------------------------------------
 Net increase (decrease) in net assets
    resulting from operations                                        (623,407)     157,714        5,751

 Policy related transactions:
    Net premium payments, less sales charges
      and applicable premium taxes                                  1,996,976    1,406,479      477,154
    Contract terminations and surrenders                              (38,743)     (15,551)        (842)
    Death benefit payments                                             (6,804)      (2,000)           -
    Policy loan transfers                                              (7,531)      (6,001)      (9,038)
    Transfers to other contracts                                     (422,466)    (472,609)     (35,545)
    Cost of insurance and administration
      charges                                                        (212,532)    (101,782)     (45,444)
    Surrender charges                                                 (16,220)     (11,487)        (348)
                                                                -------------------------------------------
                                                                -------------------------------------------
 Increase (decrease) in net assets from
    policy related transactions                                     1,292,680      797,049      385,937
                                                                -------------------------------------------
                                                                -------------------------------------------
 Total increase (decrease)                                            669,273      954,763      391,688
                                                                -------------------------------------------
                                                                -------------------------------------------
 Net assets at end of period                                       $2,061,320   $1,392,047     $437,284
                                                                ===========================================

See accompanying notes.



                        Principal Life Insurance Company
                         Variable Life Separate Account

                          Notes to Financial Statements

                                December 31, 2001


1. Investment and Accounting Policies

Principal Life Insurance Company Variable Life Separate Account (the Separate
Account) is a segregated investment account of Principal Life Insurance Company
(Principal Life) and is registered under the Investment Company Act of 1940 as a
unit investment trust, with no stated limitations on the number of authorized
units. As directed by eligible contractholders, each division of the Separate
Account invests exclusively in shares representing interests in a corresponding
investment option. As of December 31, 2001, contractholder investment options
include the following diversified open-end management investment companies:


                                                   
Principal Variable Contracts Fund, Inc. (3):
     Asset Allocation Account
     Balanced Account                                 AIM V.I. Growth Fund (2)
     Bond Account                                     AIM V.I. Growth and Income Fund (2)
     Capital Value Account                            AIM V.I. Value Fund (2)
     Equity Growth Account, formerly the Aggressive   American Century Variable Portfolios Inc.:
       Growth Account until                             VP Income & Growth (2)
       May 19, 2001 name change                         VP Ultra (2)
     Government Securities Account                    Dreyfus Investment Portfolios - Founders
     Growth Account                                     Discovery Portfolio (2)
     High Yield Account                               Fidelity Variable Insurance Products Fund:
     International Account                              Equity-Income Portfolio
     International SmallCap Account                     High Income Portfolio
     LargeCap Growth Account (2)                      Fidelity Variable Insurance Products Fund II -
     LargeCap Stock Index Account (1)                   Contrafund Portfolio
     MicroCap Account                                 Janus Aspen Aggressive Growth Portfolio (2)
     MidCap Account                                   INVESCO Variable Investment Funds:
     MidCap Growth Account                              VIF Dynamics (2)
     MidCap Growth Equity Account (2)                   VIF Health Sciences (2)
     MidCap Value Account (2)                           VIF Small Company Growth (2)
     Money Market Account                               VIF Technology (2)
     Real Estate Account                              Putnam Variable Trust:
     Small Cap Account                                  Global Asset Allocation Fund
     Small Cap Growth Account                           Vista Fund
     Small Cap Value Account                            Voyager Fund
     Utilities Account
<FN>
   (1) Additional investment option available to contractholders as of May 1, 1999.
   (2) Additional investment option available to contractholders as of May 19, 2001.
   (3) Organized by Principal Life Insurance Company.
</FN>




1. Investment and Accounting Policies (continued)

Investments are stated at the closing net asset values per share on December 31,
2001. The average cost method is used to determine realized gains and losses on
investments. Dividends are taken into income on an accrual basis as of the
ex-dividend date.

The Separate Account supports the following variable life insurance contracts of
Principal Life: Flex Variable Life Contracts, PrinFlex Life Contracts,
Survivorship Variable Universal Life Insurance Contracts, and Variable Universal
Life Accumulator Contracts.

Use of Estimates in the Preparation of Financial Statements

The preparation of the Separate Account's financial statements and accompanying
notes requires management to make estimates and assumptions that affect the
amounts reported and disclosed. These estimates and assumptions could change in
the future as more information becomes known, which could impact the amounts
reported and disclosed in the financial statements and accompanying notes.

Change in Presentation

The Separate Account has presented the 2001 financial information in accordance
with the AIPCA Audit and Accounting Guide for Investment Companies (Audit
Guide), which was effective January 1, 2001. As permitted by the Audit Guide,
the 2000 and 1999 financial information has not been reclassified.

2. Expenses and Related Party Transactions

Principal Life is compensated for the following expenses and charges:

   Flex Variable Life Contracts - Mortality and expense risks assumed by
   Principal Life are compensated for by a charge equivalent to an annual rate
   of .75% of the asset value of each policy. An annual administration charge of
   $57 for each policy and a cost of insurance charge, which is based on the
   Company's expected future mortality experience, is deducted as compensation
   for administrative and insurance expenses, respectively. The mortality and
   expense risk, annual administration, and insurance charges amounted to
   $207,666, $140,787 and $1,800,848, respectively in 2001; $214,797, $155,185,
   and $1,828,386, respectively, in 2000; and $214,984, $174,324, and
   $1,994,681, respectively, in 1999. A sales charge of 5.0% and a tax charge of
   2.0%




2. Expenses and Related Party Transactions (continued)

   is deducted from each payment made on behalf of each participant. The sales
   and tax charge is deducted from the payments by Principal Life prior to their
   transfer to the Separate Account. In addition, a surrender charge up to a
   maximum of 25% of the minimum first year premium may be imposed upon total
   surrender or termination of a policy for insufficient value.

   PrinFlex Life Contracts - Mortality and expense risks assumed by Principal
   Life are compensated for by a charge equivalent to an annual rate of .90% of
   the asset value of each policy. A monthly administration charge of $.40 for
   each $1,000 of policy face amount will be deducted from policies in their
   first year. After the first policy year, the monthly administration charge is
   $6.00 per month. A cost of insurance charge, which is based on the Company's
   expected future mortality experience, is also deducted as compensation for
   insurance charges. The mortality and expense risk, administration, and
   insurance charges amounted to $2,604,232, $2,775,046 and $28,079,777,
   respectively in 2001; $2,074,990, $2,378,313, and $21,498,565, respectively,
   in 2000; and $1,148,956, $1,744,117 and $14,262,467, respectively, in 1999. A
   sales charge of 2.75% of premiums less than or equal to target premium and
   .75% of premiums in excess of target is deducted from each payment on behalf
   of each participant. A tax charge of 2.2% for state and local taxes and 1.25%
   for federal taxes is also deducted from each payment on behalf of each
   participant. The sales and tax charge is deducted from contributions by
   Principal Life prior to their transfer to the Separate Account.

   Survivorship Variable Universal Life Insurance Contracts (beginning in 1999)
   - Mortality and expenses risk assumed by Principal Life are compensated for
   by a charge equivalent to an annual rate of .80% of the asset value of each
   policy. A monthly administration charge of $8.00 is deducted from policies.
   There is an additional monthly administration charge in the first ten years
   (and ten years after an increase in the face amount) of $.07 per $1,000 of
   face amount. The charge of $.07 is increased by $.005 per $1,000 for each
   insurer classified as a smoker. A cost of insurance charge, which is based on
   the Company's expected future mortality experience, is also deducted as
   compensation for insurance charges. The mortality expense risk,
   administration and insurance charges amounted to $124,485, $630,309 and
   $695,936, respectively in 2001; $58,307, $357,210 and $313,385, respectively,
   in 2000; and $3,970, $30,083 and $26,149, respectively, in 1999. A sales
   charge of 5.0% of premiums less than or equal to target premium and 2.0% of
   premiums in excess of target is deducted from each payment on behalf of each
   participant. A tax charge of



2. Expenses and Related Party Transactions (continued)

   2.2% for state and local taxes and 1.25% for federal taxes is deducted from
   each payment on behalf of each participant. The sale and tax charge is
   deducted from contributions by Principal Life prior to their transfer to the
   Separate Account.

   Variable Universal Life Accumulator Contracts (beginning in 2001) - Mortality
   and expenses risk assumed by Principal Life are compensated for by a charge
   equivalent to an annual rate of .70% of the asset value of each policy. The
   current monthly administrative charge is $25.00 per month during the first
   policy year. After the first policy year, the administrative charge is $10.00
   per month. A cost of insurance charge, which is based on the Company's
   expected future mortality experience, is deducted as compensation for
   insurance charges. The mortality expense risk, administration, and insurance
   charges amounted to: $156, $4,700 and $18,792, respectively, in 2001. A sales
   charge of 3.00% of premiums paid is deducted from each payment on behalf of
   each participant. A tax charge of 2.2% for state and local taxes and 1.25%
   for federal taxes is deducted from each payment on behalf of each
   participant. The sales and tax charge is deducted from contributions by
   Principal Life prior to their transfer to the Separate Account.

In addition, during the year ended December 31, 2001, management fees were paid
indirectly to Principal Management Corporation (wholly owned by Princor
Financial Services Corporation, a subsidiary of Principal Financial Services,
Inc.), an affiliate of Principal Life Insurance Company, in its capacity as
advisor to Principal Variable Contracts Fund, Inc. Investment advisory and
management fees are computed at the annual rate of .35% of the average daily net
assets of the Large Cap Stock Index Account and 1.00% of the average daily net
assets of the MidCap Growth Equity Account.



2. Expenses and Related Party Transactions (continued)

The investment advisory and management fees for certain Accounts of the
Principal Variable Contracts Fund, Inc. are based on an annual rate of the
average daily net assets, which decreases by .05% for each $100 million increase
in net asset value above the initial $100 million of net assets for each
Account, with the final decrease in the annual rate occurring when net assets
exceed $400 million. This rate structure applies to the Accounts in the
following table, which discloses the fee range for each Account from the first
$100 million of net asset value to net asset values of over $400 million.


                                       Account                                           Fee Range
   --------------------------------------------------------------------------------------------------------
   --------------------------------------------------------------------------------------------------------

                                                                                  

   Bond, Government Securities, Money Market                                           0.50% - 0.30%
   Balanced, High Yield, Utilities                                                    0.60    - 0.40
   MidCap                                                                             0.65    - 0.45
   Asset Allocation, Equity Growth                                                    0.80    - 0.60
   SmallCap                                                                           0.85    - 0.65
   MidCap Growth, Real Estate                                                         0.90    - 0.70
   MicroCap, SmallCap Growth                                                          1.00    - 0.80
   SmallCap Value                                                                     1.10    - 0.90
   International SmallCap                                                             1.20    - 1.00


The investment advisory and management fees for certain Accounts of the
Principal Variable Contracts Fund, Inc. are based on an annual rate of the
average daily net assets, which decreases by .05% for each $250 million increase
in net asset value above the initial $250 million of net assets for each
Account, with the final decrease in the annual rate occurring when net assets
exceed $1 billion. This rate structure applies to the Accounts in the following
table, which discloses the fee range for each Account from the first $250
million of net asset value to net asset values of over $1 billion:


                                       Account                                           Fee Range
   --------------------------------------------------------------------------------------------------------
   --------------------------------------------------------------------------------------------------------
                                                                                   
   Capital Value, Growth                                                               0.60% - 0.40%
   International                                                                      0.85    - 0.65
   MidCap Value                                                                       1.05    - 0.85
   LargeCap Growth                                                                    1.10    - 0.90







3. Federal Income Taxes

The operations of the Separate Account are a part of the operations of Principal
Life. Under current practice, no federal income taxes are allocated by Principal
Life to the operations of the Separate Account.

4. Purchases and Sales of Investments

The aggregate cost of purchases and proceeds from sales of investments were as
follows for the year ended December 31, 2001:


   Division                                                                Purchase           Sales
   --------------------------------------------------------------------------------------------------------
                                                                                     
   AIM V.I. Growth:
      Flex Variable Life                                               $               -   $           -
      PrinFlex Life                                                             181,788            9,893
      Survivorship Variable Universal Life                                        3,791              101
      Variable Universal Life Accumulator                                           166               18

   AIM V.I. Growth and Income:
      Flex Variable Life                                                         11,966              183
      PrinFlex Life                                                              99,514            8,346
      Survivorship Variable Universal Life                                        6,571              186
      Variable Universal Life Accumulator                                             -                -

   AIM V.I. Value:
      Flex Variable Life                                                          8,199               48
      PrinFlex Life                                                             447,939           29,865
      Survivorship Variable Universal Life                                       12,523            1,087
      Variable Universal Life Accumulator                                           204                -

   American Century VP Income & Growth:
      Flex Variable Life                                                            818              120
      PrinFlex Life                                                             332,526           16,714
      Survivorship Variable Universal Life                                        2,500                -
      Variable Universal Life Accumulator                                            15                -

   American Century UP Ultra:
      Flex Variable Life                                                          1,019               35
      PrinFlex Life                                                             302,955          111,786
      Survivorship Variable Universal Life                                        2,785               32
      Variable Universal Life Accumulator                                         3,519               77





4. Purchases and Sales of Investments (continued)


   Division                                                                Purchase           Sales
   --------------------------------------------------------------------------------------------------------
                                                                                     
   Asset Allocation:
      Flex Variable Life                                                $         1,076    $          28
      PrinFlex Life                                                           8,749,180        4,415,917
      Survivorship Variable Universal Life                                      316,509           48,094
      Variable Universal Life Accumulator                                         1,511               14

   Balanced:
      Flex Variable Life                                                        584,462          563,464
      PrinFlex Life                                                           4,549,703        2,286,883
      Survivorship Variable Universal Life                                      240,473           29,910
      Variable Universal Life Accumulator                                        20,165                -

   Bond:
      Flex Variable Life                                                        891,171          463,567
      PrinFlex Life                                                           9,669,270        4,669,534
      Survivorship Variable Universal Life                                      297,568           36,355
      Variable Universal Life Accumulator                                         5,134               60

   Capital Value:
      Flex Variable Life                                                        962,395        1,454,197
      PrinFlex Life                                                          10,373,072        6,159,323
      Survivorship Variable Universal Life                                      301,072           37,995
      Variable Universal Life Accumulator                                           340               40

   Dreyfus Founders Discovery:
      Flex Variable Life                                                              -                -
      PrinFlex Life                                                             226,953           73,901
      Survivorship Variable Universal Life                                            -                -
      Variable Universal Life Accumulator                                         1,045               11

   Equity Growth:
      Flex Variable Life                                                         12,324              740
      PrinFlex Life                                                          28,607,950       14,572,866
      Survivorship Variable Universal Life                                    1,089,957          205,839
      Variable Universal Life Accumulator                                         2,608               58







4. Purchases and Sales of Investments (continued)


   Division                                                                Purchase           Sales
   --------------------------------------------------------------------------------------------------------
                                                                                     
   Fidelity VIP II Contrafund:
      Flex Variable Life                                                $         7,833    $         141
      PrinFlex Life                                                          21,970,812       10,905,358
      Survivorship Variable Universal Life                                      768,649          215,746
      Variable Universal Life Accumulator                                         1,047               50

   Fidelity VIP Equity-Income:
      Flex Variable Life                                                         23,364              446
      PrinFlex Life                                                           9,941,107        4,444,260
      Survivorship Variable Universal Life                                      796,520          113,029
      Variable Universal Life Accumulator                                         3,733               49

   Fidelity VIP High Income:
      Flex Variable Life                                                          1,530              223
      PrinFlex Life                                                           2,639,867        1,113,314
      Survivorship Variable Universal Life                                       75,052           10,827
      Variable Universal Life Accumulator                                             -                -

   Government Securities:
      Flex Variable Life                                                         33,565              285
      PrinFlex Life                                                           5,780,469        1,962,067
      Survivorship Variable Universal Life                                    3,012,830           30,343
      Variable Universal Life Accumulator                                        26,231               83

   Growth:
      Flex Variable Life                                                              -                -
      PrinFlex Life                                                           7,791,723        3,600,883
      Survivorship Variable Universal Life                                      470,940           88,322
      Variable Universal Life Accumulator                                           249               27

   High Yield:
      Flex Variable Life                                                        439,263          178,863





4. Purchases and Sales of Investments (continued)


   Division                                                                Purchase           Sales
   --------------------------------------------------------------------------------------------------------
                                                                                     
   International:
      Flex Variable Life                                                $         1,101    $          92
      PrinFlex Life                                                           9,061,858        4,353,459
      Survivorship Variable Universal Life                                      519,735           93,066
      Variable Universal Life Accumulator                                         6,861               84

   International SmallCap:
      Flex Variable Life                                                              -                -
      PrinFlex Life                                                          15,673,596       13,599,060
      Survivorship Variable Universal Life                                      309,444           71,576
      Variable Universal Life Accumulator                                         2,858               32

   INVESCO VIF Dynamics:
      Flex Variable Life                                                              -                -
      PrinFlex Life                                                              78,781           27,677
      Survivorship Variable Universal Life                                            -                -
      Variable Universal Life Accumulator                                             -                -

   INVESCO VIF Health Sciences:
      Flex Variable Life                                                              -                -
      PrinFlex Life                                                             411,934           57,782
      Survivorship Variable Universal Life                                        9,064              280
      Variable Universal Life Accumulator                                         1,246                8

   INVESCO VIF Small Company Growth:
      Flex Variable Life                                                            184              104
      PrinFlex Life                                                              61,559            4,487
      Survivorship Variable Universal Life                                        1,000                -
      Variable Universal Life Accumulator                                             -                -

   INVESCO VIF Technology:
      Flex Variable Life                                                         14,668              612
      PrinFlex Life                                                             128,731           14,030
      Survivorship Variable Universal Life                                        4,099              172
      Variable Universal Life Accumulator                                           249               27






4. Purchases and Sales of Investments (continued)


   Division                                                                Purchase           Sales
   --------------------------------------------------------------------------------------------------------
                                                                                     
   Janus Aspen Aggressive Growth:
      Flex Variable Life                                                 $       18,723    $         499
      PrinFlex Life                                                             483,725           72,149
      Survivorship Variable Universal Life                                        1,997              104
      Variable Universal Life Accumulator                                         1,780               46

   LargeCap Growth:                                                               6,312              321
      Flex Variable Life                                                        186,833           43,543
      PrinFlex Life                                                               2,585               32
      Survivorship Variable Universal Life                                          626               12
      Variable Universal Life Accumulator

   LargeCap Stock Index:
      Flex Variable Life                                                         74,973            3,459
      PrinFlex Life                                                           8,701,985        3,015,009
      Survivorship Variable Universal Life                                    1,385,935          347,249
      Variable Universal Life Accumulator                                        10,196              123

   MicroCap:
      Flex Variable Life                                                          8,028              189
      PrinFlex Life                                                             898,731          323,406
      Survivorship Variable Universal Life                                       22,645           23,748
      Variable Universal Life Accumulator                                         5,716                -

   MidCap:
      Flex Variable Life                                                      2,539,332        2,869,905
      PrinFlex Life                                                          10,476,550        5,953,152
      Survivorship Variable Universal Life                                      351,846           40,900
      Variable Universal Life Accumulator                                           858                7

   MidCap Growth:
      Flex Variable Life                                                              -                -
      PrinFlex Life                                                           2,344,286          940,766
      Survivorship Variable Universal Life                                      136,238           13,286
      Variable Universal Life Accumulator                                         3,520               49




4. Purchases and Sales of Investments (continued)


   Division                                                                Purchase           Sales
   --------------------------------------------------------------------------------------------------------
                                                                                     
   MidCap Growth Equity:
      Flex Variable Life Division                                      $               -     $         -
      PrinFlex Life                                                             188,735           57,335
      Survivorship Variable Universal Life                                        1,518               28
      Variable Universal Life Accumulator                                             -                -

   MidCap Value:
      Flex Variable Life                                                          2,624               88
      PrinFlex Life                                                             347,735           36,925
      Survivorship Variable Universal Life                                       11,175              200
      Variable Universal Life Accumulator                                         5,795                -

   Money Market:
      Flex Variable Life                                                        280,099          150,744
      PrinFlex Life                                                          70,352,926       61,028,068
      Survivorship Variable Universal Life                                    8,752,121        7,153,955
      Variable Universal Life Accumulator                                       740,162          137,033

   Putnam VT Global Asset Allocation:
      Flex Variable Life                                                          8,886              114
      PrinFlex Life                                                             941,900          299,972
      Survivorship Variable Universal Life                                      107,809           32,552
      Variable Universal Life Accumulator                                             -                -

   Putnam VT Vista:
      Flex Variable Life                                                             71                6
      PrinFlex Life                                                           6,597,467        2,581,003
      Survivorship Variable Universal Life                                      438,798          127,282
      Variable Universal Life Accumulator                                            41                7

   Putnam VT Voyager:
      Flex Variable Life                                                         24,064              435
      PrinFlex Life                                                          16,664,355        5,495,619
      Survivorship Variable Universal Life                                    1,599,890          231,952
      Variable Universal Life Accumulator                                         1,464               15




4. Purchases and Sales of Investments (continued)


   Division                                                                Purchase           Sales
   --------------------------------------------------------------------------------------------------------
                                                                                     
   Real Estate:
      Flex Variable Life                                                $         7,019    $         211
      PrinFlex Life                                                           3,001,367        1,162,890
      Survivorship Variable Universal Life                                      436,442          114,013
      Variable Universal Life Accumulator                                             -                -

   SmallCap:
      Flex Variable Life                                                          5,700               38
      PrinFlex Life                                                           2,238,616          761,458
      Survivorship Variable Universal Life                                      178,366           30,439
      Variable Universal Life Accumulator                                             4                -

   SmallCap Growth:
      Flex Variable Life                                                          3,759               64
      PrinFlex Life                                                           7,825,412        3,132,072
      Survivorship Variable Universal Life                                      449,761          166,767
      Variable Universal Life Accumulator                                         2,153               39

   SmallCap Value:
      Flex Variable Life                                                          5,257              367
      PrinFlex Life                                                           5,353,879        1,761,741
      Survivorship Variable Universal Life                                      231,003           21,805
      Variable Universal Life Accumulator                                         5,731                -

   Utilities:
      Flex Variable Life                                                          6,897              208
      PrinFlex Life                                                           1,894,755          692,679
      Survivorship Variable Universal Life                                      151,705           26,991
      Variable Universal Life Accumulator                                             -                -




5. Changes in Units Outstanding

Transactions in units were as follows for each of the years ended December 31:


                                            2001                     2000                    1999
                                  ------------------------- ------------------------------------------------
                                  ------------------------- ------------------------------------------------
   Division                        Purchased    Redeemed     Purchased   Redeemed    Purchased   Redeemed
   -------------------------------------------------------- ------------------------------------------------
                                                                                  
   AIM V.I. Growth:
      Flex Variable Life                     -           -        -          -            -           -
      PrinFlex Life                     21,124       1,179        -          -            -           -
      Survivorship Variable
        Universal Life                     467          12        -          -            -           -
      Variable Universal Life
        Accumulator                         20           3        -          -            -           -

   AIM V.I. Growth & Income:
      Flex Variable Life                 1,419          21        -          -            -           -
      PrinFlex Life                     11,676       1,031        -          -            -           -
      Survivorship Variable
        Universal Life                     803          22        -          -            -           -
      Variable Universal Life
        Accumulator                          -           -        -          -            -           -

   AIM V.I. Value:
      Flex Variable Life                   912           4        -          -            -           -
      PrinFlex Life                     49,434       3,478        -          -            -           -
      Survivorship Variable
        Universal Life                   1,363         125        -          -            -           -
      Variable Universal Life
        Accumulator                         23           -        -          -            -           -

   American Century VP Income &
      Growth:
        Flex Variable Life                  92          14        -          -            -           -
        PrinFlex Life                   37,354       1,935        -          -            -           -
        Survivorship Variable
          Universal Life                   266           -        -          -            -           -
        Variable Universal Life
          Accumulator                        2           -        -          -            -           -

   American Century VP Ultra:
      Flex Variable Life                   105           3        -          -            -           -
      PrinFlex Life                     31,751      11,551        -          -            -           -
      Survivorship Variable
        Universal Life                     304           3        -          -            -           -
      Variable Universal Life
        Accumulator                        388           8        -          -            -           -




5. Changes in Units Outstanding (continued)


                                            2001                     2000                    1999
                                  ------------------------- ------------------------------------------------
                                  ------------------------- ------------------------------------------------
   Division                        Purchased    Redeemed     Purchased   Redeemed    Purchased   Redeemed
   -------------------------------------------------------- ------------------------------------------------
                                                                               
   Asset Allocation:
      Flex Variable Life                112           3            -          -            -           -
      PrinFlex Life                 571,494     292,702      191,564     58,310      970,302     331,686
      Survivorship Variable
        Universal Life               27,445       4,395       29,144      1,695        7,867         732
      Variable Universal Life
        Accumulator                     102           1            -          -            -           -

   Balanced:
      Flex Variable Life             15,028      18,996       22,620     29,829       32,343      31,633
      PrinFlex Life                 336,029     183,846      264,429    281,698      385,145     225,867
      Survivorship Variable
        Universal Life               24,294       3,182       15,115      1,252        8,197         155
      Variable Universal Life
        Accumulator                   1,635           -            -          -            -           -

   Bond:
      Flex Variable Life             29,174      17,360       31,163     43,557       21,722      24,329
      PrinFlex Life                 692,888     356,162      327,188    160,197      385,603     139,681
      Survivorship Variable
        Universal Life               24,469       3,160       13,731      1,432        4,133          72
      Variable Universal Life
        Accumulator                     384           5            -          -            -           -

   Capital Value:
      Flex Variable Life             24,669      41,690       41,792     65,294       58,379      44,706
      PrinFlex Life                 766,251     474,114      772,832    752,345      865,446     424,784
      Survivorship Variable
        Universal Life               33,165       4,339       14,484      3,713        5,115         822
      Variable Universal Life
        Accumulator                      27           3            -          -            -           -

   Dreyfus Founders Discovery:
      Flex Variable Life                  -           -            -          -            -           -
      PrinFlex Life                  26,123       8,811            -          -            -           -
      Survivorship Variable
        Universal Life                    -           -            -          -            -           -
      Variable Universal Life
        Accumulator                     118           1            -          -            -           -




5. Changes in Units Outstanding (continued)


                                            2001                     2000                    1999
                                  ------------------------- ------------------------------------------------
                                  ------------------------- ------------------------------------------------
   Division                        Purchased    Redeemed     Purchased   Redeemed    Purchased   Redeemed
   -------------------------------------------------------- ------------------------------------------------
                                                                               
   Equity Growth:
      Flex Variable Life              1,366          81            -          -            -           -
      PrinFlex Life               1,606,308     916,948    1,361,577    501,754      970,302     331,686
      Survivorship Variable
        Universal Life              103,844      21,544      112,002      7,441        7,867         732
      Variable Universal Life
        Accumulator                     168           4            -          -            -           -

   Fidelity VIP II Contrafund:
      Flex Variable Life                868          15            -          -            -           -
      PrinFlex Life               1,269,025     670,721    1,144,457    374,650      784,899     194,124
      Survivorship Variable
        Universal Life               76,449      23,010      111,833     10,478       14,058         340
      Variable Universal Life
        Accumulator                      66           3            -          -            -           -

   Fidelity VIP Equity-Income:
      Flex Variable Life              2,580          45            -          -            -           -
      PrinFlex Life                 598,407     295,131      458,716    269,431      442,641     161,414
      Survivorship Variable
        Universal Life               76,070      11,289       46,772      6,219        6,673          65
      Variable Universal Life
        Accumulator                     252           3            -          -            -           -

   Fidelity VIP High Income:
      Flex Variable Life                158          24            -          -            -           -
      PrinFlex Life                 268,871     126,585      124,178     63,941       86,113      51,793
      Survivorship Variable
        Universal Life                8,447       1,460        7,470        422            -           -
      Variable Universal Life
        Accumulator                       -           -            -          -            -           -

   Government Securities:
      Flex Variable Life              3,300          16            -          -            -           -
      PrinFlex Life                 402,534     141,110      148,727    160,947      194,406     209,054
      Survivorship Variable
        Universal Life              253,638       2,548        9,169      1,998        6,834       3,590
      Variable Universal Life
        Accumulator                   1,857           6            -          -            -           -






5. Changes in Units Outstanding (continued)


                                            2001                     2000                    1999
                                  ------------------------- ------------------------------------------------
                                  ------------------------- ------------------------------------------------
   Division                        Purchased    Redeemed     Purchased   Redeemed    Purchased   Redeemed
   -------------------------------------------------------- ------------------------------------------------
                                                                               
   Growth:
      Flex Variable Life                   -           -            -          -            -           -
      PrinFlex Life                  636,276     295,066      523,375    228,808      454,302     154,162
      Survivorship Variable
        Universal Life                60,549      11,196       60,111      3,602        4,616          84
      Variable Universal Life
        Accumulator                       22           3            -          -            -           -

   High Yield:
      Flex Variable Life              12,329       7,914       14,246     13,471       20,298      48,184

   International:
      Flex Variable Life                 121          10            -          -            -           -
      PrinFlex Life                  788,752     384,790      656,461    304,424      492,014     272,765
      Survivorship Variable
        Universal Life                57,515      10,739       37,625      4,291        3,556          36
      Variable Universal Life
        Accumulator                      664           8            -          -            -           -

   International SmallCap:
      Flex Variable Life                   -           -            -          -            -           -
      PrinFlex Life                1,205,683   1,043,675      562,111    262,440       95,274      19,712
      Survivorship Variable
        Universal Life                27,658       6,650       41,607      1,523        1,484          17
      Variable Universal Life
        Accumulator                      239           3            -          -            -           -

   INVESCO VIF Dynamics:
      Flex Variable Life                   -           -            -          -            -           -
      PrinFlex Life                   10,124       3,537            -          -            -           -
      Survivorship Variable
        Universal Life                     -           -            -          -            -           -
      Variable Universal Life
        Accumulator                        -           -            -          -            -           -

   INVESCO VIF Health Sciences:
      Flex Variable Life                   -           -            -          -            -           -
      PrinFlex Life                   42,128       5,964            -          -            -           -
      Survivorship Variable
        Universal Life                   942          29            -          -            -           -
      Variable Universal Life
        Accumulator                      125           1            -          -            -           -





5. Changes in Units Outstanding (continued)


                                            2001                     2000                    1999
                                  ------------------------- ------------------------------------------------
                                  ------------------------- ------------------------------------------------
   Division                        Purchased    Redeemed     Purchased   Redeemed    Purchased   Redeemed
   -------------------------------------------------------- ------------------------------------------------
                                                                               
   INVESCO VIF Small Company
      Growth:
        Flex Variable Life                23          13            -          -            -           -
        PrinFlex Life                  7,880         570            -          -            -           -
        Survivorship Variable
          Universal Life                 112           -            -          -            -           -
        Variable Universal Life            -           -            -          -            -           -
          Accumulator

   INVESCO VIF Technology:
      Flex Variable Life               2,315          85            -          -            -           -
      PrinFlex Life                   18,541       2,094            -          -            -           -
      Survivorship Variable
        Universal Life                   631          26            -          -            -           -
      Variable Universal Life
        Accumulator                       35           3            -          -            -           -

   Janus Aspen Aggressive Growth:
        Flex Variable Life             2,122          58            -          -            -           -
        PrinFlex Life                 60,330       9,545            -          -            -           -
        Survivorship Variable
          Universal Life                 256          14            -          -            -           -
        Variable Universal Life
          Accumulator                    236           6            -          -            -           -

   LargeCap Growth:
      Flex Variable Life                 815          39            -          -            -           -
      PrinFlex Life                   23,742       5,442            -          -            -           -
      Survivorship Variable
        Universal Life                   316           4            -          -            -           -
      Variable Universal Life
        Accumulator                       79           2            -          -            -           -

   LargeCap Stock Index:
      Flex Variable Life               8,868         383            -          -            -           -
      PrinFlex Life                  948,390     333,375      665,489    109,385      621,329      17,000
      Survivorship Variable
        Universal Life               151,938      37,804       75,861      8,957        2,600          72
      Variable Universal Life
        Accumulator                    1,147          14            -          -            -           -





5. Changes in Units Outstanding (continued)


                                            2001                     2000                    1999
                                  ------------------------- ------------------------------------------------
                                  ------------------------- ------------------------------------------------
   Division                        Purchased    Redeemed     Purchased   Redeemed    Purchased   Redeemed
   -------------------------------------------------------- ------------------------------------------------
                                                                               
   MicroCap:
      Flex Variable Life                 858          20            -          -            -           -
      PrinFlex Life                  101,620      36,427      126,312     85,693       42,361       7,556
      Survivorship Variable
        Universal Life                 2,279       2,423       39,160        698        2,583           5
      Variable Universal Life
        Accumulator                      619           -            -          -            -           -

   MidCap:
      Flex Variable Life              42,188      55,915       70,463     70,319       69,891      78,806
      PrinFlex Life                  633,135     389,369      547,143    405,940      669,400     492,907
      Survivorship Variable
        Universal Life                28,400       3,414        7,081        426          232           4
      Variable Universal Life
        Accumulator                       55           -            -          -            -           -

   MidCap Growth:
      Flex Variable Life                   -           -            -          -            -           -
      PrinFlex Life                  233,985      98,460      150,366     42,392       90,323      32,058
      Survivorship Variable
        Universal Life                14,588       1,375        7,683        423          236          15
      Variable Universal Life
        Accumulator                      367           5            -          -            -           -

   MidCap Growth Equity:
      Flex Variable Life                   -           -            -          -            -           -
      PrinFlex Life                   22,461       7,472            -          -            -           -
      Survivorship Variable
        Universal Life                   169           3            -          -            -           -
      Variable Universal Life
        Accumulator                        -           -            -          -            -           -

   MidCap Value:
      Flex Variable Life                 262           8            -          -            -           -
      PrinFlex Life                   36,760       4,055            -          -            -           -
      Survivorship Variable
        Universal Life                 1,148          22            -          -            -           -
      Variable Universal Life
        Accumulator                      601           -            -          -            -           -




5. Changes in Units Outstanding (continued)


                                            2001                     2000                    1999
                                  ------------------------- ------------------------------------------------
                                  ------------------------- ------------------------------------------------
   Division                        Purchased    Redeemed     Purchased   Redeemed    Purchased   Redeemed
   -------------------------------------------------------- ------------------------------------------------
                                                                               
   Money Market:
      Flex Variable Life               14,184       8,029       38,771     48,920       22,657       8,313
      PrinFlex Life                 5,548,067   4,869,243    5,179,115  4,831,329    3,259,754   2,946,933
      Survivorship Variable
        Universal Life                782,891     643,912    1,028,494  1,133,955      339,308     155,990
      Variable Universal Life
        Accumulator                    58,166      10,768            -          -            -           -

   Putnam VT Global Asset Allocation:
        Flex Variable Life              1,006          11            -          -            -           -
        PrinFlex Life                  81,387      29,967       66,847     22,152       37,942      12,194
        Survivorship Variable
          Universal Life                9,279       3,485        7,668      2,529        3,901          14
        Variable Universal Life
          Accumulator                       -           -            -          -            -           -

   Putnam VT Vista:
      Flex Variable Life                   10           1            -          -            -           -
      PrinFlex Life                   506,114     226,945      316,101     44,910       52,210       8,751
      Survivorship Variable
        Universal Life                 41,959      13,555       20,759      4,233          782           6
      Variable Universal Life
        Accumulator                         4           1            -          -            -           -

   Putnam VT Voyager:
      Flex Variable Life                2,665          45            -          -            -           -
      PrinFlex Life                 1,064,737     469,444      969,010    243,104      505,025      86,311
      Survivorship Variable
        Universal Life                129,924      23,448      124,973      8,740       10,457         124
      Variable Universal Life
        Accumulator                       132           2            -          -            -           -

   Real Estate:
      Flex Variable Life                  635          18            -          -            -           -
      PrinFlex Life                   244,749      97,325       80,043     25,478        6,892       2,042
      Survivorship Variable
        Universal Life                 32,478       8,899       25,948      4,779            -           -
      Variable Universal Life
        Accumulator                         -           -            -          -            -           -





5. Changes in Units Outstanding (continued)


                                            2001                     2000                    1999
                                  ------------------------- ------------------------------------------------
                                  ------------------------- ------------------------------------------------
   Division                        Purchased    Redeemed     Purchased   Redeemed    Purchased   Redeemed
   -------------------------------------------------------- ------------------------------------------------
                                                                               
   SmallCap:
      Flex Variable Life                 641           3            -          -            -           -
      PrinFlex Life                  222,658      76,745      157,023     67,657       82,373      19,001
      Survivorship Variable
        Universal Life                16,892       2,913        8,321        500          997          11
      Variable Universal Life
        Accumulator                        1           -            -          -            -           -

   SmallCap Growth:
      Flex Variable Life                 544           8            -          -            -           -
      PrinFlex Life                  590,984     240,527      418,484     78,202      105,937      19,878
      Survivorship Variable
        Universal Life                43,255      16,757       54,220      4,910        1,414          10
      Variable Universal Life
        Accumulator                      183           3            -          -            -           -

   SmallCap Value:
      Flex Variable Life                 512          36            -          -            -           -
      PrinFlex Life                  390,303     133,997      197,188    125,832       50,737      11,295
      Survivorship Variable
        Universal Life                15,281       1,620        5,708      1,951        3,695           8
      Variable Universal Life
        Accumulator                      421           -            -          -            -           -

   Utilities:
      Flex Variable Life                 764          25            -          -            -           -
      PrinFlex Life                  149,552      56,519      100,607     46,955       39,617       7,891
      Survivorship Variable
        Universal Life                14,644       2,646       11,059      1,210        1,571           5
      Variable Universal Life
        Accumulator                        -           -            -          -            -           -





6. Financial Highlights

Principal Life sells a number of variable life insurance products, which have
unique combinations of features and fees that are charged against the contract
owner's account balance. Differences in the fee structures result in a variety
of unit values, expense ratios, and total returns.

Effective with these 2001 annual financial statements, the Separate Account has
presented the following disclosures required by AICPA Audit and Accounting Guide
for Investment Companies. The following table was developed by determining which
products offered by Principal Life have the lowest and highest total return.
Only product designs within each subaccount that had units outstanding during
the respective periods were considered when determining the lowest and highest
total return. The summary may not reflect the minimum and maximum contract
charges offered by the Company as contract owners may not have selected all
available and applicable contract options as discussed in Note 2.



                                   December 31, 2001                 For the Year Ended December 31, 2001
                          ---------------------------------------------------------------------------------------
                                       Unit Fair                                Expense            Total
                                         Value         Net      Investment Ratio (2) Lowest      Return (3)
                            Units  Lowest to Highest  Assets      Income      to Highest         Lowest to
          Division         (000's)                   (000's)    Ratio (1)                         Highest
   --------------------------------------------------------------------------------------------------------------
   --------------------------------------------------------------------------------------------------------------

                                                                           
   AIM V.I. Growth (4)         20   $8.56 to $8.56  $     175      0.80%    0.70% to 0.90%   (26.85)% to 14.22%

   AIM V.I. Growth &
      Income (4)               13    8.35 to 8.39        107       0.17      0.75 to 0.90    (32.24) to (31.58)

   AIM V.I. Value (4)          48    8.82 to 8.86        426       0.37      0.70 to 0.90     (22.82) to 0.99

   American Century VP
      Income & Growth (4)      36    8.99 to 9.03        323        -        0.70 to 0.90     (19.39) to 12.75

   American Century VP
      Ultra (4)                21    9.15 to 9.19        193        -        0.70 to 0.90     (17.09) to 18.56

   Asset Allocation           675    9.59 to 14.66     9,650       2.57      0.70 to 0.90     (8.33) to (3.94)

   Balanced                   927    9.26 to 27.66    13,101       3.00      0.70 to 0.90     (8.12) to (6.97)

   Bond                     1,036   11.72 to 26.63    14,909       5.74      0.70 to 0.90      (8.64) to 8.14

   Capital Value            2,002    8.63 to 33.33    29,595       1.25      0.70 to 0.90     (8.75) to 26.32




6. Financial Highlights (continued)


                                   December 31, 2001                 For the Year Ended December 31, 2001
                          ---------------------------------------------------------------------------------------
                                       Unit Fair                                Expense            Total
                                         Value         Net      Investment Ratio (2) Lowest      Return (3)
                            Units  Lowest to Highest  Assets      Income      to Highest         Lowest to
          Division         (000's)                   (000's)    Ratio (1)                         Highest
   --------------------------------------------------------------------------------------------------------------
   --------------------------------------------------------------------------------------------------------------
                                                                           
   Dreyfus Founders
      Discovery (4)            17   $8.89 to $8.89    $  155         -%      0.70% to 0.90%   (23.53)% to 85.87%

   Equity Growth            3,349    8.97 to 15.46    50,584       0.09      0.70 to 0.90    (20.92) to (10.68)

   Fidelity VIP II
      Contrafund            2,638    9.31 to 16.03    41,155       0.71      0.70 to 0.90     (12.63) to 32.45

   Fidelity VIP
      Equity-Income         1,247    9.13 to 15.00    18,130       1.48      0.70 to 0.90     (15.90) to 18.54

   Fidelity VIP High
      Income                  348    6.89 to 8.96      2,818       9.20      0.75 to 0.90    (17.81) to (11.72)

   Government Securities      777   10.44 to 14.14    10,466       3.22      0.70 to 0.90      (3.19) to 7.63

   Growth                   1,370    7.31 to 11.48    15,259        -        0.70 to 0.90    (25.50) to (15.95)

   High Yield                  83        20.52         1,711      10.44          0.75               0.12

   International            1,707    8.03 to 10.54    17,773       0.14      0.70 to 0.90     (26.71) to 14.47

   International SmallCap     635   10.32 to 12.14     7,598        -        0.70 to 0.90     (21.87) to 40.51

   INVESCO VIF Dynamics
      (4)                       7        8.05             53        -            0.90             (39.39)

   INVESCO VIF Health
      Sciences (4)             37    9.93 to 9.93        369        -        0.70 to 0.90    (23.80) to (4.72)

   INVESCO VIF Small
      Company Growth (4)        7    8.47 to 8.51         63        -        0.75 to 0.90    (30.61) to (29.95)

   INVESCO VIF Technology(4)
                               19    7.09 to 7.13        138        -        0.70 to 0.90    (57.69) to (18.96)




6. Financial Highlights (continued)


                                    December 31, 2001                 For the Year Ended December 31, 2001
                          ---------------------------------------------------------------------------------------
                                       Unit Fair                                Expense            Total
                                         Value         Net      Investment Ratio (2) Lowest      Return (3)
                            Units  Lowest to Highest  Assets      Income      to Highest         Lowest to
          Division         (000's)                   (000's)    Ratio (1)                         Highest
   --------------------------------------------------------------------------------------------------------------
   --------------------------------------------------------------------------------------------------------------

   Janus Aspen
                                                                           
     Aggressive Growth (4)     53   $7.53 to $7.57  $    403        -%       0.70% to 0.90%  (47.29)% to 18.71%

   LargeCap Growth (4)         19    7.91 to 7.94        155        -        0.70 to 0.90    (38.95) to (10.11)

   LargeCap Stock Index     1,969    8.77 to 8.91      17,278      1.07      0.70 to 0.90    (21.12) to (2.35)

   MicroCap                   201    9.24 to 10.41      1,908        -       0.70% to 0.90    (8.10) to 92.94

   MidCap                   1,973   12.32 to 50.06     39,444       0.78      0.70 to 0.90    (4.43) to 44.28

   MidCap Growth              355    9.65 to 9.76       3,432        -        0.70 to 0.90    (16.95) to 61.44

   MidCap Growth Equity(4)     15    8.23 to 8.23         125        -        0.80 to 0.90        (36.70)

   MidCap Value (4)            35    9.60 to 9.65         335       0.30      0.70 to 0.90    (9.05) to 64.14

   Money Market             2,360   11.25 to 18.52     29,911       3.69      0.70 to 0.90      2.67 to 4.11

   Putnam VT Global
      Asset Allocation        145    9.34 to 10.01      1,443       0.94      0.75 to 0.90   (13.07) to (8.47)

   Putnam VT Vista            651    8.06 to 10.22      6,598        -        0.70 to 0.90    (39.17) to 40.64

   Putnam VT Voyager        2,059    8.44 to 11.10     22,401        -        0.70 to 0.90   (29.99) to (3.76)

   Real Estate                256   10.95 to 13.70      3,295       5.02      0.75 to 0.90     8.77 to 15.39

   SmallCap                   353    9.47 to 10.81      3,682        -        0.70 to 0.90    (13.05) to 89.62

   SmallCap Growth            875    7.61 to 11.76     10,098        -        0.70 to 0.90    (45.56) to 55.16

   SmallCap Value             406    9.82 to 14.58      5,542       1.05      0.70 to 0.90    (4.64) to 79.34

   Utilities                  207    7.25 to 10.19      2,061       2.95      0.70 to 0.90   (48.04) to (27.69)

<FN>
   (1) These amounts represent the dividends, excluding distributions of capital
       gains, received by the division from the underlying mutual fund, net of
       management fees assessed by the fund manager, divided by the average net
       assets. These ratios exclude those expenses, such as mortality and
       expense charges, that result in direct reductions in the unit values. The
       recognition of investment income by the division is affected by the
       timing of the declaration of dividends by the underlying fund in which
       the divisions invest.
   (2) These ratios represent the annualized contract expenses of the separate
       account, consisting primarily of mortality and expense charges, for each
       period indicated. The ratios include only those expenses that result in a
       direct reduction to unit values. Charges made directly to contract owner
       accounts through the redemption of units and expenses of the underlying
       fund are excluded.
   (3) These amounts represent the total return for the periods indicated,
       including changes in the value of the underlying fund, and reflect
       deductions for all items included in the expense ratio. The total return
       does not include any expenses assessed through the redemption of units;
       inclusion of these expenses in the calculation would result in a
       reduction in the total return presented. Investment options with a date
       notation indicate the effective date of that investment option in the
       variable account. The total return is calculated for the period indicated
       or from the effective date through the end of the reporting period.
   (4) Commencement of operations, May 19, 2001. Investment income ratio and
       expense ratio have been annualized.
</FN>






CONSOLIDATED FINANCIAL STATEMENTS

Principal Life Insurance Company
Years Ended December 31, 2001, 2000, and 1999





                         Report of Independent Auditors

The Board of Directors and Stockholder
Principal Life Insurance Company

We have audited the accompanying consolidated statements of financial position
of Principal Life Insurance Company (the Company, an indirect wholly-owned
subsidiary of Principal Financial Group, Inc.) as of December 31, 2001 and 2000,
and the related consolidated statements of operations, stockholder's equity and
cash flows for each of the three years in the period ended December 31, 2001.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Principal Life
Insurance Company at December 31, 2001 and 2000, and the consolidated results of
its operations and its cash flows for each of the three years in the period
ended December 31, 2001, in conformity with accounting principles generally
accepted in the United States.

As discussed in Note 1 to the consolidated financial statements, the Company
changed its method of accounting for derivative instruments and hedging
activities in response to a new accounting standard that became effective
January 1, 2001.



Des Moines, Iowa
February 1, 2002





                        Principal Life Insurance Company

                  Consolidated Statements of Financial Position

                                                     December 31,
                                               2001               2000
                                             -------------- ------------------
                                                 (in millions, except
                                                    per share data)
Assets
Fixed maturities, available-for-sale.........  $29,007.4          $26,142.1
Fixed maturities, trading....................       17.8                -
Equity securities, available-for-sale........      798.7              710.3
Mortgage loans...............................   10,884.6           11,325.8
Real estate..................................      950.5            1,391.7
Policy loans.................................      831.9              803.6
Other investments............................      615.5              532.8
                                             -------------- ------------------
   Total investments.........................   43,106.4           40,906.3

Cash and cash equivalents....................    1,077.7            1,842.1
Accrued investment income....................      593.5              530.4
Premiums due and other receivables...........      468.3              401.8
Deferred policy acquisition costs............    1,322.3            1,333.3
Property and equipment.......................      480.6              471.2
Goodwill and other intangibles...............       72.2               94.1
Mortgage loan servicing rights...............    1,778.5            1,084.4
Separate account assets......................   34,028.9           33,180.4
Other assets.................................      642.2              558.9
                                             -------------- ------------------
                                             -------------- ------------------
   Total assets..............................  $83,570.6          $80,402.9
                                             ============== ==================
                                             ============== ==================

Liabilities
Contractholder funds.........................  $24,664.6          $24,300.2
Future policy benefits and claims............   13,011.7           12,579.6
Other policyholder funds.....................      576.6              597.4
Short-term debt..............................    1,378.4            1,339.9
Long-term debt...............................      617.6              672.3
Income taxes currently payable...............        -                124.5
Deferred income taxes........................      782.7              399.0
Separate account liabilities.................   34,028.9           33,180.4
Other liabilities............................    3,167.9            1,909.4
                                             -------------- ------------------
                                             -------------- ------------------
   Total liabilities.........................   78,228.4           75,102.7
Stockholder's equity
Common stock, par value $.01 per share -
5.0 million shares authorized, 2.5
   million shares issued and outstanding
   (wholly owned indirectly by Principal
    Financial Group, Inc.).                          2.5                2.5
Additional paid-in capital...................    5,004.6               21.0
Retained earnings (deficit)..................      (26.6)           5,188.6
Accumulated other comprehensive income.......      368.4               88.1
Treasury stock, at cost (363.7 thousand
shares of Principal
   Financial Group, Inc. common stock).......       (6.7)               -
                                             -------------- ------------------
Total stockholder's equity...................    5,342.2            5,300.2
                                             -------------- ------------------
                                             -------------- ------------------
Total liabilities and stockholder's
    equity..........................           $83,570.6          $80,402.9
                                             ============== ==================

See accompanying notes.





                        Principal Life Insurance Company

                      Consolidated Statements of Operations



                                                               For the year ended December 31,
                                                         2001               2000               1999
                                                   ------------------ ------------------ ------------------
                                                                        (in millions)
                                                                                     
Revenues
Premiums and other considerations...............        $3,795.7           $3,929.3           $3,937.6
Fees and other revenues.........................         1,502.3            1,214.5            1,126.0
Net investment income...........................         3,210.7            3,115.5            3,045.8
Net realized capital gains (losses).............          (492.7)             151.8              456.6
                                                   ------------------ ------------------ ------------------
                                                   ------------------ ------------------ ------------------
Total revenues..................................         8,016.0            8,411.1            8,566.0

Expenses
Benefits, claims, and settlement expenses.......         5,092.4            5,147.1            5,260.9
Dividends to policyholders......................           313.7              312.7              304.6
Operating expenses..............................         2,139.7            2,060.9            1,867.3
                                                   ------------------ ------------------ ------------------
                                                   ------------------ ------------------ ------------------
Total expenses..................................         7,545.8            7,520.7            7,432.8
                                                   ------------------ ------------------ ------------------
                                                   ------------------ ------------------ ------------------

Income before income taxes and cumulative
   effect of accounting change..................           470.2              890.4            1,133.2

Income taxes....................................            92.4              248.8              323.5
                                                   ------------------ ------------------ ------------------
                                                   ------------------ ------------------ ------------------
Income before cumulative effect of accounting              377.8              641.6              809.7
   change.......................................

Cumulative effect of accounting change, net of
   related income taxes.........................           (10.7)               -                  -
                                                   ------------------ ------------------ ------------------
                                                   ------------------ ------------------ ------------------
Net income......................................       $   367.1          $   641.6          $   809.7
                                                   ================== ================== ==================


See accompanying notes.







                        Principal Life Insurance Company

                 Consolidated Statements of Stockholder's Equity

                                                                                Accumulated
                                                     Additional    Retained        other                            Total
                                          Common      paid-in      earnings     comprehensive      Treasury      stockholder's
                                          stock       capital     (deficit)      income (loss)      stock          equity
                                        ----------- ------------- ----------- ------------------ ------------ ----------------
                                                                            (in millions)

                                                                                                 
Balances at January 1, 1999..........       $2.5    $      -         $4,749.9      $   717.0       $  -            $5,469.4
Dividends to parent..................        -             -           (449.0)           -            -              (449.0)
Comprehensive loss:                                                                      -            -
   Net income........................        -             -            809.7            -            -               809.7
   Net unrealized gains (losses).....        -             -              -         (1,301.2)         -            (1,301.2)
   Provision for deferred income
     tax benefit.....................        -             -              -            453.2          -               453.2
   Foreign currency translation
     adjustment......................        -             -              -            (31.1)         -               (31.1)
                                                                                                                   -----------
                                                                                                                   -----------
Comprehensive loss...................                                                                                 (69.4)
                                            ------- -------------    --------     --------------   ----------      -----------
Balances at December 31, 1999........        2.5           -          5,110.6         (162.1)         -             4,951.0
Reclassification of retained earnings                                        )
   to additional paid-in capital.....        -            21.0          (21.0            -            -                 -
Dividends to parent..................        -             -           (542.6)           -            -              (542.6)
Comprehensive income:
   Net income........................        -             -            641.6            -            -               641.6
   Net unrealized gains (losses).....        -             -              -            344.6          -               344.6
   Provision for deferred income
     taxes...........................        -             -              -           (121.4)         -              (121.4)
   Foreign currency translation
     adjustment......................        -             -              -             27.0          -                27.0
                                                                                                                   -----------
                                                                                                                   -----------
Comprehensive income.................                                                                                 891.8
                                           -------- ------------- ----------- ------------------ ------------      -----------
Balances at December 31, 2000........        2.5          21.0        5,188.6           88.1          -             5,300.2
Contributions and distributions in
   connection with Principal
   Mutual Holding Company's
   demutualization transaction.......        -         4,976.9       (4,937.3)           -            -                39.6
Principal Financial Group, Inc.
   shares held in rabbi trusts.......        -             6.7            -              -           (6.7)              -
Dividends to parent..................        -             -           (645.0)           9.8          -              (635.2)
Comprehensive income:
   Net income before Principal
     Mutual Holding Company's
     demutualization.................        -             -            393.7            -            -               393.7
   Net loss after Principal
     Mutual Holding Company's
     demutualization.................        -             -            (26.6)           -            -               (26.6)
                                                                  -----------                                 ----------------
                                                                  -----------                                 ----------------
   Net income for the year...........        -             -            367.1            -            -               367.1
   Net unrealized gains (losses).....        -             -              -            405.2          -               405.2
   Provision for deferred income
     taxes...........................        -             -              -           (144.4)         -              (144.4)
   Foreign currency translation
     adjustment......................        -             -              -             23.9          -                23.9
   Cumulative effect of accounting
     change, net of related income
     taxes...........................        -             -              -            (14.2)         -               (14.2)
                                                                                                              ----------------
                                                                                                              ----------------
Comprehensive income.................                                                                                 637.6
                                            ------- ------------- ----------- ------------------ ------------ ----------------

Balances at December 31, 2001........       $2.5      $5,004.6    $     (26.6)     $   368.4        $(6.7)         $5,342.2
                                           ======== ============= =========== ================== ============ ================


See accompanying notes.





6

                        Principal Life Insurance Company

                      Consolidated Statements of Cash Flows



                                                                 For the year ended December 31,
                                                             2001             2000              1999
                                                       ----------------- ---------------- -----------------
                                                                          (in millions)
                                                                                     
Operating activities
Net income............................................    $    367.1         $   641.6        $   809.7
Adjustments to reconcile net income to net cash
   provided by operating activities:
     Cumulative effect of accounting change,
       net of related income taxes....................          10.7               -                -
     Amortization of deferred policy acquisition
       costs..........................................         157.6             238.6            173.7
     Additions to deferred policy acquisition costs...        (249.0)           (263.6)          (253.8)
     Accrued investment income........................         (66.8)            (59.0)           (37.0)
     Premiums due and other receivables...............         (79.7)            (51.9)            84.6
     Contractholder and policyholder liabilities
       and dividends..................................       1,669.7           1,456.5          1,650.6
     Current and deferred income taxes................          62.2             127.9             45.8
     Net realized capital gains.......................         492.7            (151.8)          (456.6)
     Depreciation and amortization expense............          95.3              97.0             98.8
     Amortization and impairment/recovery of
       mortgage servicing rights......................         408.7             157.3             94.4
     Other............................................         819.5             495.0            (18.2)
                                                       ----------------- ---------------- -----------------
                                                       ----------------- ---------------- -----------------
Net adjustments.......................................       3,320.9           2,046.0          1,382.3
                                                       ----------------- ---------------- -----------------
                                                       ----------------- ---------------- -----------------
Net cash provided by operating activities.............       3,688.0           2,687.6          2,192.0

Investing activities Available-for-sale securities:
   Purchases..........................................     (12,075.3)        (12,932.5)       (11,510.2)
   Sales..............................................       6,427.7           7,312.8          6,947.1
   Maturities.........................................       2,501.2           2,665.3          2,599.2
Net cash flows from trading securities................         (17.0)              -                -
Mortgage loans acquired or originated.................     (40,430.2)        (10,471.3)       (16,594.6)
Mortgage loans sold or repaid.........................      40,895.8          12,026.8         16,361.5
Net change in mortgage servicing rights...............           -                 -                -
Purchases of mortgage servicing rights................        (968.4)           (235.9)          (336.7)
Proceeds from sale of mortgage servicing rights.......          31.5              53.0             29.2
Real estate acquired..................................        (290.0)           (324.3)          (449.7)
Real estate sold......................................         803.8             795.8            869.8
Net change in property and equipment..................         (86.6)            (71.5)           (61.8)
Net proceeds (disbursements) from sales of
   subsidiaries.......................................         (14.8)              -               41.7
Purchases of interest in subsidiaries,  net of cash
   acquired...........................................          (8.4)              -              (12.8)
Net change in other investments.......................        (198.6)            (95.5)            24.2
                                                       ----------------- ---------------- -----------------
                                                       ----------------- ---------------- -----------------
Net cash used in investing activities.................      (3,429.3)         (1,277.3)        (2,093.1)






                        Principal Life Insurance Company

                Consolidated Statements of Cash Flows (continued)



                                                                 For the year ended December 31,
                                                             2001             2000              1999
                                                       ----------------- ----------------   -----------------
                                                                          (in millions)
Financing activities
Payments to eligible policyholders under Principal
                                                                                   
   Mutual Holding Company's plan of conversion.......      $(1,177.5)      $       -        $       -
Issuance of debt.....................................          149.2             230.4            203.5
Principal repayments of debt.........................         (203.9)           (119.9)           (40.2)
Proceeds of short-term borrowings....................           38.5           1,373.4          4,952.4
Repayment of short-term borrowings...................            -              (346.8)        (4,895.7)
Contribution received from parent....................        1,689.7               -                -
Dividends paid to parent.............................         (498.9)           (345.5)          (354.5)
Investment contract deposits.........................        5,054.9           3,982.6          5,325.4
Investment contract withdrawals......................       (6,075.1)         (5,011.3)        (5,081.7)
                                                       ----------------- ----------------   -----------------
                                                       ----------------- ----------------   -----------------
Net cash provided by (used in) financing activities..       (1,023.1)           (237.1)           109.2
                                                       ----------------- ----------------   -----------------

Net increase (decrease) in cash and cash equivalents.         (764.4)          1,173.2            208.1

Cash and cash equivalents at beginning of year.......        1,842.1             668.9            460.8
                                                       ----------------- ----------------   -----------------
                                                       ----------------- ----------------   -----------------
Cash and cash equivalents at end of year.............      $ 1,077.7          $1,842.1        $   668.9
                                                       ================= ================   =================
                                                       ================= ================   =================

Schedule of noncash transactions
Policy credits to eligible policyholders under
   Principal Mutual Holding Company's plan of
   conversion........................................     $    472.6
                                                       =================
                                                       =================
Reclassification of stockholder's equity in
   connection with Principal Mutual Holding Company's
   plan of conversion................................       $3,287.2
                                                       =================
                                                       =================
Dividend of net remaining noncash assets and
   liabilities of subsidiary - Principal
   International, Inc. to Principal Financial
   Services, Inc. on
   April 1, 2001.....................................     $   (136.3)
                                                       =================
                                                       =================
Net transfer of noncash assets and liabilities to an
   unconsolidated limited liability company in
   exchange for a minority interest..................                     $  (255.0)
                                                                         ================
                                                                         ================
Dividend of net noncash assets and liabilities of
   subsidiaries - Principal International de Chile,
   S.A. and Principal Compania de Seguros de Vida
   Chile, S.A. to Principal Financial Services, Inc.
   on September 28, 2000.............................                     $  (170.6)
                                                                         ================
                                                                         ================
Dividend of net noncash assets and liabilities of
   Princor Financial Services Corporation to
   Principal Financial Services, Inc. on April 1, 1999                                      $    (12.0)
                                                                                            =================


See accompanying notes.





                        Principal Life Insurance Company

                   Notes to Consolidated Financial Statements

                                December 31, 2001

1. Nature of Operations and Significant Accounting Policies

Description of Business

Principal Life Insurance Company and its consolidated subsidiaries ("the
Company") is a diversified financial services organization engaged in promoting
retirement savings and investment and insurance products and services in the
U.S. In addition, the Company offers residential mortgage loan origination and
servicing in the U.S.

Reorganization

Under the terms of Principal Mutual Holding Company's Plan of Conversion,
effective October 26, 2001 (the "Date of Demutualization"), Principal Mutual
Holding Company, the Company's ultimate parent, converted from a mutual
insurance holding company ("MIHC") to a stock company, and Principal Financial
Group, Inc. ("PFG"), a new Delaware business corporation, completed its initial
public offering ("IPO"). All policyholder membership interests in Principal
Mutual Holding Company were extinguished on that date and eligible policyholders
of the MIHC received, in aggregate, 260.8 million shares of common stock,
$1,177.5 million of cash and $472.6 million of policy credits as compensation.

After giving effect to the reorganization resulting from the demutualization,
the Company is now a direct wholly-owned subsidiary of Principal Financial
Services, Inc. ("PFSI"), which in turn is a direct wholly-owned subsidiary of
PFG.

In PFG's IPO, 100.0 million shares of common stock were issued at a price of
$18.50 per share. Net proceeds from the IPO were $1,753.9 million, of which
$64.2 million was retained by PFG, and $1,689.7 million was contributed to the
Company to reimburse for cash, policy credits and demutualization expenses,
which were $18.6 million and $7.2 million, net of income taxes, in 2001 and
2000, respectively.

Basis of Presentation

The accompanying consolidated financial statements of the Company and its
majority-owned subsidiaries have been prepared in conformity with accounting
principles generally accepted in the U.S. ("U.S. GAAP"). Less than
majority-owned entities in which the Company has at least a 20% interest are
reported on the equity basis in the consolidated statements of financial
position as other investments. All significant intercompany accounts and
transactions have been eliminated.

Total assets of the unconsolidated entities amounted to $3,769.1 million at
December 31, 2001, and $2,234.9 million at December 31, 2000. Total revenues of
the unconsolidated entities were $2,650.2 million, $2,127.9 million and $1,971.5
million in 2001, 2000 and 1999, respectively. During 2001, 2000 and 1999, the
Company included $46.1 million, $31.4 million and $107.7 million, respectively,
in net investment income representing the Company's share of current year net
income of the unconsolidated entities. The unconsolidated entities primarily
include the Company's 23% interest in Coventry Health Care, Inc. and minority
interests in domestic joint ventures and partnerships. The Company's net
investment in these Companies at December 31, 2001 and 2000, was $126.2 million
and $109.2 million, respectively.






                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)



1. Nature of Operations and Significant Accounting Policies (continued)

Closed Block

At the time the MIHC structure was created in 1998, the Company formed and began
operating a closed block ("Closed Block") for the benefit of individual
participating dividend-paying policies in force on that date. See Note 7 for
further details regarding the Closed Block.

Use of Estimates in the Preparation of Financial Statements

The preparation of the Company's consolidated financial statements and
accompanying notes requires management to make estimates and assumptions that
affect the amounts reported and disclosed. These estimates and assumptions could
change in the future as more information becomes known, which could impact the
amounts reported and disclosed in the consolidated financial statements and
accompanying notes.

Accounting Changes

In June 1998, the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, Accounting for
Derivative Instruments and Hedging Activities ("SFAS 133"). In June 1999, SFAS
No. 137, Accounting for Derivative Instruments and Hedging Activities - Deferral
of the Effective Date of FASB Statement No. 133 was issued deferring the
effective date of SFAS 133 by one year, to fiscal years beginning after June 15,
2000. In June 2000, the FASB issued SFAS No. 138, Accounting for Certain
Derivative Instruments and Certain Hedging Activities - an amendment of FASB
Statement No. 133, which amended the accounting and reporting standards of SFAS
133 for certain derivative instruments and certain hedging activities.

As amended, SFAS 133 requires, among other things, that all derivatives be
recognized in the consolidated statement of financial position as either assets
or liabilities that are measured at fair value. SFAS 133 also establishes
special accounting for qualifying hedges, which allows for matching the timing
of gain or loss recognition on the hedging instrument with the recognition of
the corresponding changes in value of the hedged item. Changes in the fair value
of a derivative qualifying as a hedge are recognized in earnings or directly in
stockholder's equity depending on the instrument's intended use. For derivatives
that are not designated as hedges or that do not meet the hedge accounting
criteria in SFAS 133, changes in fair value are required to be recognized in
earnings in the period of change.

At January 1, 2001, the Company's consolidated financial statements were
adjusted to record a cumulative effect of adopting SFAS 133, as follows (in
millions):



                                                                                       Accumulated other
                                                                        Net           comprehensive income
                                                                       income               (loss)
                                                                  ------------------ ----------------------
                                                                                       
   Adjustment to fair value of derivative contracts (1).........        $(16.4)               $(15.8)
   Income tax impact............................................           5.7                   1.6
                                                                  ------------------ ----------------------
                                                                  ------------------ ----------------------
   Total........................................................        $(10.7)               $(14.2)
                                                                  ================== ======================
- ------------------
<FN>
   (1) Amount presented is net of adjustment to hedged item.
</FN>




1. Nature of Operations and Significant Accounting Policies (continued)

SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities ("SFAS 140") was issued in September 2000 and was
effective for transfers, servicings and extinguishments occurring after March
31, 2001. SFAS 140 replaced SFAS No. 125, Accounting for Transfers and Servicing
of Financial Assets and Extinguishments of Liabilities ("SFAS 125"). Although
SFAS 140 clarified or amended various aspects of SFAS 125, most of the
fundamental concepts from SFAS 125 were brought forward without modification.
The Company adopted SFAS 140 on April 1, 2001, and modified its securitization
trust agreements to meet the new requirements to enable it to continue
recognizing transfers of certain financial instruments as sales. As a result,
the adoption of SFAS 140 did not have a significant impact on the Company's
consolidated financial statements.

In July 2000, the Emerging Issues Task Force ("EITF") reached consensus on Issue
99-20, Recognition of Interest Income and Impairment on Certain Investments
("EITF 99-20"). This Issue requires an enterprise that invests in certain
mortgage-backed and asset-backed securities to record changes in their estimated
yield on a prospective basis and provides additional guidance in assessing these
securities for other than temporary declines in value. The Company adopted EITF
99-20 on April 1, 2001. Since adoption, the Company recognized $28.7 million of
realized capital losses related to other than temporary impairments on its
asset-backed securities.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, money market instruments and
other debt issues with a maturity date of three months or less when purchased.

Investments

In accordance with the provisions of SFAS No. 115, Accounting for Certain
Investments in Debt and Equity Securities, the Company is required to classify
its investments into one of three categories: held-to-maturity,
available-for-sale or trading. The Company determines the appropriate
classification of fixed maturity securities at the time of purchase. Fixed
maturity securities include bonds, mortgage-backed securities, and redeemable
preferred stock. The Company classifies its fixed maturity securities as either
available-for-sale or trading and, accordingly, carries them at fair value. (See
Note 15 for policies related to the determination of fair value.) Unrealized
gains and losses related to available-for-sale securities are reflected in
stockholder's equity net of related deferred policy acquisition costs and
applicable taxes. Unrealized gains and losses related to trading securities are
reflected in net realized capital gains and losses. The cost of fixed maturity
securities is adjusted for amortization of premiums and accrual of discounts,
both computed using the interest method. The cost of fixed maturity securities
is adjusted for declines in value that are other than temporary. Impairments in
value deemed to be other than temporary are reported as a component of net
realized capital gains and losses. For loan-backed and structured securities,
the Company recognizes income using a constant effective yield based on
currently anticipated prepayments as determined by broker-dealer surveys or
internal estimates and the estimated lives of the securities.

Equity securities include common stock and non-redeemable preferred stock. The
cost of equity securities is adjusted for declines in value that are other than
temporary. Impairments in value deemed to be other than temporary are reported
as a component of net realized capital gains and losses. Equity securities are
classified as available-for-sale and, accordingly, are carried at fair value.
(See Note 15 for policies related to the determination of fair value.)
Unrealized gains and losses related to available-for-sale securities are
reflected in stockholder's equity net of related deferred policy acquisition
costs and applicable taxes.






1. Nature of Operations and Significant Accounting Policies (continued)

Real estate investments are reported at cost less accumulated depreciation. The
initial cost bases of properties acquired through loan foreclosures is the lower
of the fair market values of the properties at the time of foreclosure or the
outstanding loan balance. Buildings and land improvements are generally
depreciated on the straight-line method over the estimated useful life of
improvements, and tenant improvement costs are depreciated on the straight-line
method over the term of the related lease. The Company recognizes impairment
losses for its properties when indicators of impairment are present and a
property's expected undiscounted cash flows are not sufficient to recover the
property's carrying value. In such cases, the cost bases of the properties are
reduced to fair value. Real estate expected to be disposed is carried at the
lower of cost or fair value, less cost to sell, with valuation allowances
established accordingly and depreciation no longer recognized. Any impairment
losses and any changes in valuation allowances are reported as net realized
capital losses.

Commercial and residential mortgage loans are generally reported at cost
adjusted for amortization of premiums and accrual of discounts, computed using
the interest method, and net of valuation allowances. Any changes in the
valuation allowances are reported as net realized capital gains (losses). The
Company measures impairment based upon the present value of expected cash flows
discounted at the loan's effective interest rate or the loan's observable market
price. If foreclosure is probable, the measurement of any valuation allowance is
based upon the fair value of the collateral. The Company has residential
mortgage loans held for sale in the amount of $294.9 million and $84.8 million
and commercial mortgage loans held for sale in the amount of $493.5 million and
$520.9 million at December 31, 2001 and 2000, respectively, which are carried at
lower of cost or fair value, less cost to sell, and reported as mortgage loans
in the statements of financial position.

Net realized capital gains and losses on sales of investments are determined on
the basis of specific identification. In general, in addition to realized
capital gains and losses on investment sales, unrealized gains and losses
related to other than temporary impairments, trading securities, fair value
hedge ineffectiveness, derivatives not designated as hedges and changes in the
mortgage loan allowance are reported as net realized capital gains and losses.
Unrealized gains and losses on derivatives within the Company's mortgage banking
segment are reported as either operating expenses or fees and other revenues
depending on the nature of the hedge and are excluded from net realized capital
gains and losses. Investment gains and losses on sales of certain real estate
held-for-sale are reported as net investment income and are also excluded from
net realized capital gains and losses.

Policy loans and other investments, excluding investments in unconsolidated
entities, are primarily reported at cost.

Securitizations

The Company sells commercial mortgage loans to an unconsolidated trust which
then issues mortgage-backed securities. The Company may retain interests in the
loans by purchasing portions of the securities from the issuance. Gain or loss
on the sales of the mortgages depends in part on the previous carrying amounts
of the financial assets involved in the transfer, which is allocated between the
assets sold and the retained interests based on their relative fair value at the
date of transfer. Fair values are determined by quoted market prices of external
buyers of each class of security purchased. The retained interests are
thereafter carried at fair value with other fixed maturity investments.






1. Nature of Operations and Significant Accounting Policies (continued)

The Company also sells residential mortgage loans and retains servicing rights
which are retained interests in the sold loans. Gain or loss on the sales of the
loans depends in part on the previous carrying amounts of the financial assets
sold and the retained interests based on their relative fair values at the date
of the transfer. To obtain fair values, quoted market prices are used if
available. However, quotes are generally not available for retained interests,
so the Company estimates fair value based on the present value of the future
expected cash flows using management's best estimates of the key assumptions -
prepayment speeds and option adjusted spreads commensurate with the risks
involved.

Derivatives

As a result of SFAS 133, all derivatives are recognized as either assets or
liabilities in the statement of financial position and measured at fair value.
If certain conditions are met, a derivative may be specifically designated as
one of the following:

     (a)  a hedge of the  exposure to changes in the fair value of a  recognized
          asset or liability or an unrecognized firm commitment;

     (b)  a hedge  of the  exposure  to  variable  cash  flows  of a  forecasted
          transaction; or

     (c)  a hedge of the  foreign  currency  exposure of a net  investment  in a
          foreign    operation,    an   unrecognized    firm   commitment,    an
          available-for-sale   security   or   a    foreign-currency-denominated
          forecasted transaction.

The Company's accounting for the ongoing changes in fair value of a derivative
depends on the intended use of the derivative and the designation as described
above and is determined when the derivative contract is entered into. Hedge
accounting is used for derivatives that are specifically designated in advance
as hedges and that reduce the Company's exposure to an indicated risk by having
a high correlation between changes in the value of the derivatives and the items
being hedged at both the inception of the hedge and throughout the hedge period.

For derivatives hedging the exposure to changes in fair value of a recognized
asset or liability, the change in fair value of the derivative is recognized in
earnings in the period of change together with the offsetting change in fair
value on the hedged item attributable to the risk being hedged. The effect of
such accounting is to reflect in earnings the extent to which the hedge is not
effective in achieving offsetting changes in fair value.

For derivatives hedging the exposure to variable cash flows, the effective
portion of the derivative's change in fair value is initially deferred and
reported as a component of other comprehensive income and subsequently
reclassified into earnings when the forecasted transaction occurs and is
recognized in earnings. The ineffective portion of the change in fair value is
reported in earnings in the period of change. In addition, if the hedged items
are sold, terminated or matured, the changes in value of the derivatives are
also included in net income.

The Company currently does not hedge the foreign currency exposure of a net
investment in a foreign operation.






1. Nature of Operations and Significant Accounting Policies (continued)

For derivatives hedging the foreign currency exposure of an unrecognized firm
commitment or an available-for-sale security, the change in fair value of the
derivative is recognized in earnings in the period of change together with the
offsetting change in fair value on the hedged item attributable to the risk
being hedged. The effect of such accounting is to reflect in earnings the extent
to which the hedge is not effective in achieving offsetting changes in fair
value.

For derivatives hedging the foreign currency exposure of a
foreign-currency-denominated forecasted transaction, the change in fair value is
initially deferred and reported as a component of other comprehensive income and
subsequently reclassified into earnings when the forecasted transaction occurs
and is recognized in earnings. The ineffective portion of the change in fair
value is reported in earnings in the period of change.

For derivatives not designated as a hedging instrument, the change in fair value
is recognized in earnings in the period of change.

Prior to the January 1, 2001, adoption of FAS 133, the Company used futures
contracts, mortgage-backed securities forwards, interest rate and principal only
swap and floor agreements, options on futures contracts and currency rate swap
agreements to hedge and manage its exposure to changes in interest rate levels
and foreign exchange rate fluctuations, and to manage duration mismatch of
assets and liabilities. Futures contracts were marked-to-market and settled
daily with the net gain or loss at expiration or termination of the contracts
recorded in realized capital gains and losses. Outstanding mortgage-backed
forwards were reported as commitments and upon settlement, the net gain or loss
was reported in realized capital gains and losses. For interest rate and
currency swaps held by the Company, the net amounts paid or received and net
amounts accrued through the end of the accounting period were included in net
investment income. Any discounts or premiums related to these instruments were
amortized to net investment income over the life of the contract. Gains or
losses on contracts terminated early were recognized immediately in realized
capital gains and losses. Unrealized gains or losses on interest rate swap
contracts and currency swaps were not recognized in income. The Company
primarily utilized interest rate floors, futures and options on futures
contracts, and interest rate and principal only swaps in hedging its portfolio
of mortgage servicing rights. The realized and unrealized gains and losses on
servicing derivatives accounted for as effective hedges were considered in the
periodic assessment of mortgage servicing rights impairment. The realized and
unrealized gains and losses on servicing derivatives not considered effective
hedges were recorded in the Company's results of operations. The Company managed
interest rate risk on its mortgage loan pipeline by buying and selling
mortgage-backed securities in the forward markets, over the counter options on
mortgage-backed securities, futures contracts and options on treasury futures
contracts. The unrealized gains and losses on these derivatives were included in
the lower of cost or market calculation of mortgage loans held for sale.

Contractholder and Policyholder Liabilities

Contractholder and policyholder liabilities (contractholder funds, future policy
benefits and claims and other policyholder funds) include reserves for
investment contracts and reserves for universal life, limited payment,
participating and traditional life insurance policies. Investment contracts are
contractholders' funds on deposit with the Company and generally include
reserves for pension and annuity contracts. Reserves on investment contracts are
equal to the cumulative deposits less any applicable charges plus credited
interest.






1. Nature of Operations and Significant Accounting Policies (continued)

Reserves for universal life insurance contracts are equal to cumulative premiums
less charges plus credited interest which represents the account balances that
accrue to the benefit of the policyholders. Reserves for non-participating term
life insurance contracts are computed on a basis of assumed investment yield,
mortality, morbidity and expenses, including a provision for adverse deviation,
which generally varies by plan, year of issue and policy duration. Investment
yield is based on the Company's experience. Mortality, morbidity and withdrawal
rate assumptions are based on experience of the Company and are periodically
reviewed against both industry standards and experience.

Reserves for participating life insurance contracts are based on the net level
premium reserve for death and endowment policy benefits. This net level premium
reserve is calculated based on dividend fund interest rate and mortality rates
guaranteed in calculating the cash surrender values described in the contract.

Participating business represented approximately 36%, 34% and 34% of the
Company's life insurance in force and 80%, 80% and 78% of the number of life
insurance policies in force at December 31, 2001, 2000 and 1999, respectively.
Participating business represented approximately 76%, 64% and 63% of life
insurance premiums for the years ended December 31, 2001, 2000 and 1999,
respectively.

The amount of dividends to policyholders is approved annually by the Company's
board of directors. The amount of dividends to be paid to policyholders is
determined after consideration of several factors including interest, mortality,
morbidity and other expense experience for the year and judgment as to the
appropriate level of statutory surplus to be retained by the Company. At the end
of the reporting period, the Company establishes a dividend liability for the
pro-rata portion of the dividends expected to be paid on or before the next
policy anniversary date.

Some of the Company's policies and contracts require payment of fees in advance
for services that will be rendered over the estimated lives of the policies and
contracts. These payments are established as unearned revenue reserves upon
receipt and included in other policyholder funds in the consolidated statements
of financial position. These unearned revenue reserves are amortized to
operations over the estimated lives of these policies and contracts in relation
to the emergence of estimated gross profit margins.

The liability for unpaid accident and health claims is an estimate of the
ultimate net cost of reported and unreported losses not yet settled. This
liability is estimated using actuarial analyses and case basis evaluations.
Although considerable variability is inherent in such estimates, the Company
believes that the liability for unpaid claims is adequate. These estimates are
continually reviewed and, as adjustments to this liability become necessary,
such adjustments are reflected in current operations.

Recognition  of Premiums and Other  Considerations,  Fees and Other Revenues and
Benefits

Traditional individual life and health insurance products include those products
with fixed and guaranteed premiums and benefits, and consist principally of
whole life and term life insurance policies. Premiums from these products are
recognized as premium revenue when due.

Immediate annuities with life contingencies include products with fixed and
guaranteed annuity considerations and benefits, and consist principally of group
and individual single premium annuities with life contingencies. Annuity
considerations from these products are recognized as revenue when due.






1. Nature of Operations and Significant Accounting Policies (continued)

Group life and health insurance premiums are generally recorded as premium
revenue over the term of the coverage. Some group contracts allow for premiums
to be adjusted to reflect emerging experience. Such adjusted premiums are
recognized in the period that the related experience emerges. Fees for contracts
providing claim processing or other administrative services are recorded over
the period the service is provided.

Related policy benefits and expenses for individual and group life, annuity and
health insurance products are associated with earned premiums and result in the
recognition of profits over the expected lives of the policies and contracts.

Universal life-type policies are insurance contracts with terms that are not
fixed and guaranteed. Amounts received as payments for such contracts are not
reported as premium revenues. Revenues for universal life-type insurance
contracts consist of policy charges for the cost of insurance, policy initiation
and administration, surrender charges and other fees that have been assessed
against policy account values. Policy benefits and claims that are charged to
expense include interest credited to contracts and benefit claims incurred in
the period in excess of related policy account balances.

Investment contracts do not subject the Company to risks arising from
policyholder mortality or morbidity, and consist primarily of Guaranteed
Investment Contracts ("GICs"), funding agreements and certain deferred
annuities. Amounts received as payments for investment contracts are established
as investment contract liability balances and are not reported as premium
revenues. Revenues for investment contracts consist of investment income and
policy administration charges. Investment contract benefits that are charged to
expense include benefit claims incurred in the period in excess of related
investment contract liability balances and interest credited to investment
contract liability balances.

Fees and other revenues are earned for asset management services provided to
retail and institutional clients based largely upon contractual rates applied to
the market value of the client's portfolio. Additionally, fees and other
revenues are earned for administrative services performed including
recordkeeping and reporting services for retirement savings plans. Fees and
other revenues received for performance of asset management and administrative
services are recognized as revenue when the service is performed.

Fees and other revenues arising from the residential mortgage banking operations
consist of revenues earned for servicing and originating residential mortgage
loans as well as marketing other products to servicing portfolio customers. Net
revenues are also recognized upon the sale of residential mortgage loans and
residential mortgage loan servicing rights and are recorded in fees and other
revenues and determined using the specific identification basis. Servicing
revenues are recognized as the mortgage loan is serviced over the life of the
mortgage loan. Mortgage loans originated are sold in the secondary mortgage
markets, shortly after origination. As a result, mortgage loan origination fee
revenues are recognized when the mortgage loans are sold. Fee revenues received
for marketing other products to servicing portfolio customers are recognized
when the service is performed.

Deferred Policy Acquisition Costs

Commissions and other costs (underwriting, issuance and agency expenses and
first-year bonus interest) that vary with and are primarily related to the
acquisition of new and renewal insurance policies and investment contract
business are capitalized to the extent recoverable. Maintenance costs and
acquisition costs that are not deferrable are charged to operations as incurred.






1. Nature of Operations and Significant Accounting Policies (continued)

Deferred policy acquisition costs for universal life-type insurance contracts
and participating life insurance policies and investment contracts are being
amortized over the lives of the policies and contracts in relation to the
emergence of estimated gross profit margins. This amortization is adjusted
retrospectively when estimates of current or future gross profits and margins to
be realized from a group of products and contracts are revised. The deferred
policy acquisition costs of non-participating term life insurance policies are
being amortized over the premium-paying period of the related policies using
assumptions consistent with those used in computing policyholder liabilities.

Deferred policy acquisition costs are subject to recoverability testing at the
time of policy issue and loss recognition testing at the end of each accounting
period. Deferred policy acquisition costs would be written off to the extent
that it is determined that future policy premiums and investment income or gross
profit margins would not be adequate to cover related losses and expenses.

Reinsurance

The Company enters into reinsurance agreements with other companies in the
normal course of business. The Company may assume reinsurance from or cede
reinsurance to other companies. Assets and liabilities related to reinsurance
ceded are reported on a gross basis. Premiums and expenses are reported net of
reinsurance ceded. The Company is contingently liable with respect to
reinsurance ceded to other companies in the event the reinsurer is unable to
meet the obligations it has assumed. At December 31, 2001, 2000 and 1999,
respectively, the Company had reinsured $15.6 billion, $13.2 billion, and $10.2
billion of life insurance in force, representing 12%, 9% and 7% of total net
life insurance in force through a single third-party reinsurer. To minimize the
possibility of losses, the Company evaluates the financial condition of its
reinsurers and continually monitors concentrations of credit risk.

The effect of reinsurance on premiums and other considerations and policy and
contract benefits and changes in reserves is as follows (in millions):



                                                               For the year ended December 31,
                                                         2001               2000               1999
                                                   ------------------ ------------------ ------------------
                                                   ------------------ ------------------ ------------------
                                                                                      
   Premiums and other considerations:
     Direct......................................        $3,999.8           $4,074.8           $3,990.0
     Assumed.....................................            56.0               24.6                4.1
     Ceded.......................................          (260.1)            (170.1)             (56.5)
                                                   ------------------ ------------------ ------------------
                                                   ------------------ ------------------ ------------------
   Net premiums and other considerations.........        $ 3,795.7          $3,929.3           $3,937.6
                                                   ================== ================== ==================

   Benefits, claims and settlement expenses:
     Direct......................................        $5,308.2           $5,302.6           $5,296.1
     Assumed.....................................             7.4                1.9               (1.3)
     Ceded.......................................          (223.2)            (157.4)             (33.9)
                                                   ------------------ ------------------ ------------------
   Net benefits, claims and settlement expenses..        $5,092.4           $5,147.1           $5,260.9
                                                   ================== ================== ==================


Guaranty-Fund Assessments

Guaranty-fund assessments are accrued for anticipated assessments, which are
estimated using data available from various industry sources that monitor the
current status of open and closed insolvencies. The Company has also established
an other asset for assessments expected to be recovered through future premium
tax offsets.





1. Nature of Operations and Significant Accounting Policies (continued)

Separate Accounts

The separate account assets and liabilities presented in the consolidated
financial statements represent the fair market value of funds that are
separately administered by the Company for contracts with equity, real estate
and fixed-income investments. Generally, the separate account contract owner,
rather than the Company, bears the investment risk of these funds. The separate
account assets are legally segregated and are not subject to claims that arise
out of any other business of the Company. The Company receives a fee for
administrative, maintenance and investment advisory services that is included in
the consolidated statements of operations. Net deposits, net investment income
and realized and unrealized capital gains and losses on the Separate Accounts
are not reflected in the consolidated statements of operations.

At December 31, 2001, the Separate Accounts included a separate account valued
at $1.3 billion which primarily included shares of PFG stock that were allocated
and issued to eligible participants of qualified employee benefit plans
administered by the Company as part of the policy credits issued under the PFG
demutualization. These shares are included in both basic and diluted earnings
per share calculations. The separate account shares are recorded at fair value
and are reported as separate account assets and separate account liabilities in
the consolidated statement of financial position. Activity of the separate
account shares is reflected in both the separate account assets and separate
account liabilities and does not impact the Company's results of operations.

Income Taxes

PFG files a U.S. consolidated income tax return that includes the Company and
all of its qualifying subsidiaries and has a policy of allocating income tax
expenses and benefits to companies in the group generally based upon pro rata
contribution of taxable income or operating losses. The Company is taxed at
corporate rates on taxable income based on existing tax laws. Current income
taxes are charged or credited to operations based upon amounts estimated to be
payable or recoverable as a result of taxable operations for the current year.
Deferred income taxes are provided for the tax effect of temporary differences
in the financial reporting and income tax bases of assets and liabilities and
net operating losses using enacted income tax rates and laws. The effect on
deferred tax assets and deferred tax liabilities of a change in tax rates is
recognized in operations in the period in which the change is enacted.

Pension and Postretirement Benefits

The Company accounts for its pension benefits and postretirement benefits other
than pension (medical, life insurance and long-term care) using the full accrual
method.






1. Nature of Operations and Significant Accounting Policies (continued)

Property and Equipment

Property and equipment includes home office properties, related leasehold
improvements, purchased and internally developed software and other fixed
assets. Property and equipment use is shown in the consolidated statements of
financial position at cost less allowances for accumulated depreciation.
Provisions for depreciation of property and equipment are computed principally
on the straight-line method over the estimated useful lives of the assets.
Property and equipment and related accumulated depreciation are as follows (in
millions):

                                              December 31,
                                            2001             2000
                                         ------------ ------------------
                                         ------------ ------------------

   Property and equipment................  $883.0           $846.3
   Accumulated depreciation..............  (402.4)          (375.1)
                                         ------------ ------------------
                                         ------------ ------------------
   Property and equipment, net...........  $480.6           $471.2
                                         ============ ==================

Goodwill and Other Intangibles

Goodwill and other intangibles include the cost of acquired subsidiaries in
excess of the fair value of the tangible net assets recorded in connection with
acquisitions. These assets are amortized on a straight-line basis generally over
8 to 40 years. At December 31, 2001, the weighted-average amortization period
for goodwill and other intangibles was 11.9 years and 5.2 years, respectively.
The carrying amounts of goodwill and other intangibles are reviewed periodically
for indicators of impairment in value, which in the view of management are other
than temporary, including unexpected or adverse changes in the economic or
competitive environments in which the Company operates and profitability
analyses on the relevant subsidiary. If facts and circumstances suggest that a
subsidiary's goodwill and other intangibles are impaired, the Company determines
whether the sum of the estimated undiscounted future cash flows of the
subsidiary are less than the carrying value. If the undiscounted future cash
flows are less than the carrying value, an impairment loss is recognized for the
excess of the carrying amount of assets over their fair value.

Goodwill and other intangibles, and related accumulated amortization, are as
follows (in millions):

                                                     December 31,
                                                2001               2000
                                            ---------------- ------------------
                                            ---------------- ------------------

   Goodwill.................................   $  97.2               $102.7
   Other intangibles........................      15.4                 35.5
                                            ---------------- ------------------
                                                 112.6                138.2
   Accumulated amortization.................     (40.4)               (44.1)
                                            ---------------- ------------------
   Total goodwill and other
        intangibles, net....................   $  72.2              $  94.1
                                            ================ ==================

Effective January 1, 2002, the Company will adopt a non-amortization,
impairment-only approach for goodwill and indefinite-lived intangible assets
based on new accounting guidance issued in 2001 described later in Note 1.

Premiums Due and Other Receivables

Premiums due and other receivables include life and health insurance premiums
due, reinsurance recoveries, guaranty funds receivable or on deposit,
receivables from the sale of securities and other receivables.





1. Nature of Operations and Significant Accounting Policies (continued)

Mortgage Loan Servicing Rights

Mortgage loan servicing rights represent the cost of purchasing or originating
the right to service mortgage loans. These costs are capitalized and amortized
to operations over the estimated remaining lives of the underlying loans using
the interest method and taking into account appropriate prepayment assumptions.
Capitalized mortgage loan servicing rights are periodically assessed for
impairment, which is recognized in the consolidated statements of operations
during the period in which impairment occurs by establishing a corresponding
valuation allowance. For purposes of performing its impairment evaluation, the
Company stratifies the servicing portfolio on the basis of specified predominant
risk characteristics, including loan type and note rate. A valuation model is
used to determine the fair value of each stratum. Cash flows are calculated
using an internal prepayment model and discounted at a spread to London
Inter-Bank Offer Rates. External valuations are obtained for comparison
purposes.

Activity in the valuation allowance for mortgage loan servicing rights is
summarized as follows (in millions):



                                                                   For the year ended December 31,
                                                                2001             2000            1999
                                                           ---------------  --------------- ---------------
                                                           ---------------  --------------- ---------------

                                                                                         
   Balance at beginning of year...........................    $    2.3            $2.9            $56.1
   Impairments............................................       196.0             1.1              1.7
   Recoveries.............................................        (0.2)           (1.7)           (54.9)
                                                           ---------------  --------------- ---------------
                                                           ---------------  --------------- ---------------
   Balance at end of year.................................      $198.1            $2.3             $2.9
                                                           ===============  =============== ===============


During 2001, impairments reflect the results of increased mortgage loan
prepayments due to the continued reduction in market interest rates during the
year.

Other Assets

Other assets are reported primarily at cost.

Reclassifications

Reclassifications have been made to the 1999 and 2000 consolidated financial
statements to conform to the 2001 presentation.

Accounting Pronouncements Pending Adoption

In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets ("SFAS 144"). This Statement supersedes SFAS No.
121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of, and amends Accounting Principles Board ("APB") Opinion
No. 30, Reporting the Results of Operations - Reporting the Effects of Disposal
of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions ("Opinion 30"), establishing a single
accounting model for the disposal of long-lived assets. SFAS 144 generally
retains the basic provisions of existing guidance, but broadens the presentation
of any discontinued operations to include a component of an entity (rather than
a segment of a business as defined in Opinion 30). The provisions of SFAS 144
are effective for fiscal years beginning after December 15, 2001, and are not
expected to have a significant impact on the Company's consolidated financial
statements.






1. Nature of Operations and Significant Accounting Policies (continued)

In June 2001, the FASB issued SFAS No. 141, Business Combinations ("SFAS 141"),
and SFAS No. 142, Goodwill and Other Intangible Assets ("SFAS 142"). SFAS 141
requires that the purchase method of accounting be used for all business
combinations initiated after June 30, 2001. SFAS 141 also includes guidance on
the initial recognition and measurement of goodwill and other intangible assets
arising from business combinations completed after June 30, 2001. SFAS 142,
effective January 1, 2002, prohibits the amortization of goodwill and intangible
assets with indefinite useful lives. Intangible assets with finite useful lives
will continue to be amortized over their estimated useful lives. In 2001, the
Company's amortization expense for goodwill and intangible assets was $7.8
million, of which $4.9 million will not continue after January 1, 2002.
Additionally, SFAS 142 requires that goodwill and indefinite-lived intangible
assets be reviewed for impairment at least annually. This includes a more
stringent impairment test methodology (fair value based on discounted cash
flows) for measuring and recognizing impairment losses. The Company has
estimated that the impairment amount resulting from the adoption of SFAS 142 on
January 1, 2002, will not have a material effect on the Company's consolidated
financial statements.

2. Related Party Transactions

The Company has entered into various related party transactions with its parent
and the parent's other affiliates. During the years ended December 31, 2001,
2000 and 1999, the Company incurred $70.5 million, $55.8 million and $32.6
million, respectively, of expense reimbursements from affiliated entities.
During 2001, the Company received a capital contribution of $1,689.7 million for
reimbursement from its parent for the payments and costs related to Principal
Mutual Holding Company's demutualization. During 2001, the Company was also
reimbursed $16.0 million for expenses paid related to PFG's initial public
offering.

The Company and its direct parent, PFSI, are parties to a cash advance
agreement, which allows those entities to pool their available cash in order to
more efficiently and effectively invest their cash. The cash advance agreement
allows (i) the Company to advance cash to PFSI in aggregate principal amounts
not to exceed $1.0 billion, with such advanced amounts earning interest at the
daily 30-day "AA" Financial Commercial Paper Discount Rate published by the
Federal Reserve (the "Internal Crediting Rate"); and (ii) PFSI to advance cash
to the Company in aggregate principal amounts not to exceed $250.0 million, with
such advance amounts earning interest at the Internal Crediting Rate plus 5
basis points to reimburse PFSI for the costs incurred in maintaining short-term
investing and borrowing programs. Under this cash advance agreement, the Company
had a receivable from PFSI of $584.5 million and $843.6 million at December 31,
2001 and 2000, respectively. Interest earned by the Company was $30.7 million
and $11.3 million during 2001 and 2000, respectively.

Pursuant to certain regulatory requirements or otherwise in the ordinary course
of business, the Company guarantees certain payments of its subsidiaries and has
agreements with affiliates to provide and/or receive management, administrative
and other services, all of which, individually and in the aggregate, are
immaterial as to the Company's business, financial condition and results of
operations.

3. Mergers, Acquisitions, and Divestitures

Mergers and Acquisitions

During the past three years, the Company has acquired a number of businesses,
all of which were recorded using the purchase method of accounting. Accordingly,
the results of operations of the acquired companies have been included in the
consolidated results from their respective acquisition dates.





3. Mergers, Acquisitions, and Divestitures (continued)

The Company made various acquisitions during 2001 at purchase prices aggregating
$9.2 million. Such acquired companies had total assets at December 31, 2001, and
total 2001 revenue of $10.8 million and $3.7 million, respectively.

During 1999, various other acquisitions were made by the Company at purchase
prices aggregating $13.5 million. Such acquired companies had total assets of
$17.0 million at December 31, 1999, and total revenue of $11.6 million during
1999.

Divestitures

On November 30, 2001, the Company announced it had entered into an agreement to
sell its remaining stake of approximately 15.0 million shares of Coventry Health
Care, Inc. common stock. The transaction was completed in the first quarter of
2002 (see Note 19 for details of the transaction). Effective April 1, 1998, the
Company transferred substantially all of its managed care operations to Coventry
Corporation in exchange for a non-majority ownership position in the resulting
entity, Coventry Health Care, Inc. In September 2000, the Company sold a portion
of its equity ownership position, which reduced its ownership to approximately
25% and resulted in a realized capital gain of $13.9 million, net of tax. The
investment in Coventry Health Care, Inc. was $146.0 million and $122.9 million
at December 31, 2001 and 2000, respectively.

On September 25, 2001, the Company disposed of all the stock of PT Asuransi Jiwa
Principal Indonesia, a subsidiary in Indonesia. The Company currently has no
business operations in Indonesia. Total assets of the Company's operations in
Indonesia as of June 30, 2001, were $3.4 million. The Company included nominal
revenues and net loss from operations in Indonesia in the consolidated results
of operations for the years ended December 31, 2000 and 1999.

On April 1, 2001, the Company paid a dividend of $176.2 million to its parent,
PFSI, consisting of the outstanding capital stock of Principal International,
Inc. and Principal International, Inc.'s subsidiaries.

On February 15, 2001, the Company disposed of all the stock of Principal
International Espana, S.A. de Seguros de Vida, a subsidiary in Spain, for
nominal proceeds, resulting in a net realized capital loss of $38.4 million,
ceasing the business operations in Spain. Total assets of the operations in
Spain as of December 31, 2000, were $222.7 million. The Company included
revenues of $49.4 million and $51.7 million in the results of operations for the
years ended December 31, 2000 and 1999, respectively. The Company included a net
loss of $1.2 million and net income of $0.9 million in the results of operations
for the years ended December 31, 2000 and 1999, respectively.

On August 24, 2000, the Company paid a dividend of $171.3 million to its parent,
PFSI, consisting of the outstanding capital stock of Principal International de
Chile, S.A. and Principal Compania de Seguros de Vida Chile, S.A.

Beginning January 1, 2000, the Company ceased new sales of Medicare supplement
insurance and effective July 1, 2000, the Company entered into a reinsurance
agreement to reinsure 100% of the Medicare supplement insurance block of
business. Medicare supplement insurance premiums were $98.4 million for the six
months ended June 30, 2000, and $164.6 million for the year ended December 31,
1999.






4. Investments

Fixed Maturities and Equity Securities

The cost, gross unrealized gains and losses and fair value of fixed maturities
and equity securities available-for-sale as of December 31, 2001 and 2000, are
summarized as follows (in millions):



                                                              Gross            Gross
                                                           unrealized       unrealized          Fair
                                             Cost             gains           losses            value
                                        ---------------- ---------------- ---------------- ----------------
                                        ---------------- ---------------- ---------------- ----------------
                                                                                 
   December 31, 2001 Fixed maturities:
     U.S. Government and agencies.....    $       15.1     $       0.1        $    0.1       $       15.1
     Foreign governments..............           555.5            49.3             1.3              603.5
     States and political subdivisions           302.1            20.2             4.7              317.6
     Corporate - public...............        12,695.2           504.0           160.5           13,038.7
     Corporate - private..............         8,967.0           325.0           123.5            9,168.5
     Mortgage-backed and other
       asset-backed securities........         5,642.5           247.6            26.1            5,864.0
                                        ---------------- ---------------- ---------------- ----------------
                                        ---------------- ---------------- ---------------- ----------------
   Total fixed maturities.............       $28,177.4        $1,146.2          $316.2          $29,007.4
                                        ================ ================ ================ ================
                                        ================ ================ ================ ================
   Total equity securities............     $     860.6      $     15.2         $  77.1        $     798.7
                                        ================ ================ ================ ================
                                        ================ ================ ================ ================

   December 31, 2000 Fixed maturities:
     U.S. Government and agencies.....    $       23.2     $       0.1        $    0.2       $       23.1
     Foreign governments..............           692.8            25.0             5.3              712.5
     States and political subdivisions           287.4            12.5             4.2              295.7
     Corporate - public...............         8,795.2           216.5           129.3            8,882.4
     Corporate - private..............         9,807.6           208.9           206.0            9,810.5
     Mortgage-backed and other
       asset-backed securities........         6,244.2           208.0            34.3            6,417.9
                                        ---------------- ---------------- ---------------- ----------------
   Total fixed maturities.............       $25,850.4         $ 671.0          $379.3          $26,142.1
                                        ================ ================ ================ ================
   Total equity securities............     $     773.9       $   190.6          $254.2        $     710.3
                                        ================ ================ ================ ================


The cost and fair value of fixed maturities available-for-sale at December 31,
2001, by expected maturity, were as follows (in millions):


                                                                            Cost            Fair value
                                                                     ------------------- ------------------
                                                                     ------------------- ------------------

                                                                                       
   Due in one year or less..........................................     $  1,358.2          $  1,367.3
   Due after one year through five years............................       10,481.7            10,812.4
   Due after five years through ten years...........................        5,535.7             5,722.0
   Due after ten years..............................................        5,159.3             5,241.7
                                                                     ------------------- ------------------
                                                                     ------------------- ------------------
                                                                          22,534.9             23,143.4
   Mortgage-backed and other asset-backed securities................        5,642.5             5,864.0
                                                                     ------------------- ------------------
                                                                     ------------------- ------------------
   Total............................................................      $28,177.4           $29,007.4
                                                                     =================== ==================


The above summarized activity is based on expected maturities. Actual maturities
may differ because borrowers may have the right to call or pre-pay obligations.






4. Investments (continued)

Corporate private placement bonds represent a primary area of credit risk
exposure. The corporate private placement bond portfolio is diversified by
issuer and industry. The Company monitors the restrictive bond covenants which
are intended to regulate the activities of issuers and control their leveraging
capabilities.

Net Investment Income

Major categories of net investment income are summarized as follows (in
millions):


                                                               For the year ended December 31,
                                                         2001               2000               1999
                                                   ------------------ ------------------ ------------------
                                                   ------------------ ------------------ ------------------
                                                                                      
   Fixed maturities, available-for-sale..........        $2,120.8           $1,856.5           $1,711.1
   Equity securities, available-for-sale.........            27.6               72.5               46.1
   Mortgage loans................................           855.7            1,005.0            1,111.1
   Real estate...................................           177.5              171.0              187.5
   Policy loans..................................            57.5               55.1               50.2
   Cash and cash equivalents.....................            58.3               69.9               20.9
   Other.........................................            44.2               38.3               43.3
                                                   ------------------ ------------------ ------------------
                                                   ------------------ ------------------ ------------------
                                                          3,341.6            3,268.3            3,170.2
   Less investment expenses......................          (130.9)            (152.8)            (124.4)
                                                   ------------------ ------------------ ------------------
                                                   ------------------ ------------------ ------------------
   Net investment income.........................        $3,210.7           $3,115.5           $3,045.8
                                                   ================== ================== ==================


Net Realized Capital Gains and Losses

The major components of net realized capital gains (losses) on investments are
summarized as follows (in millions):


                                                               For the year ended December 31,
                                                         2001               2000               1999
                                                   ------------------ ------------------ ------------------
                                                   ------------------ ------------------ ------------------
                                                                                       
   Fixed maturities, available-for-sale:
     Gross gains.................................       $   69.6             $  28.9            $  31.2
     Gross losses................................         (380.4)             (155.0)            (125.4)
   Fixed maturities, trading:
     Gross gains.................................            0.9                 -                  -
     Gross losses................................           (0.1)                -                  -
   Equity securities, available-for-sale:
     Gross gains.................................            5.7                84.2              408.7
     Gross losses................................          (76.1)               (3.9)             (25.7)
   Mortgage loans................................           10.6                 8.6               (8.9)
   Real estate...................................          (19.0)               82.3               56.4
   Other, including unrealized derivative gains
     (losses)....................................         (103.9)              106.7              120.3
                                                   ------------------ ------------------ ------------------
                                                   ------------------ ------------------ ------------------
   Net realized capital gains (losses)...........        $(492.7)             $151.8             $456.6
                                                   ================== ================== ==================







4. Investments (continued)

Proceeds from sales of investments (excluding call and maturity proceeds) in
fixed maturities were $5.4 billion, $5.5 billion and $5.5 billion in 2001, 2000
and 1999, respectively. Of the 2001, 2000 and 1999 proceeds, $1.6 billion, $2.6
billion and $3.8 billion, respectively, relates to sales of mortgage-backed
securities. The Company actively manages its mortgage-backed securities
portfolio to control prepayment risk. Gross gains of $22.5 million, $2.0 million
and $2.1 million and gross losses of $5.0 million, $40.1 million and $60.3
million in 2001, 2000 and 1999, respectively, were realized on sales of
mortgage-backed securities.

The Company recognizes impairment losses for fixed maturities and equity
securities when declines in value are other than temporary. Realized losses
related to other than temporary impairments were $227.4 million and $6.1 million
in 2001 and 2000, respectively. There were no other than temporary impairments
in 1999.

In December 2001,  Enron Corp.,  along with certain of its  subsidiaries,  filed
voluntary  petitions  for  Chapter 11  reorganization  with the U.S.  Bankruptcy
Court.  Included in the $227.4 million of realized losses in 2001 for other than
temporary impairments,  $71.9 million related to the Company's exposure to Enron
Corp. and Enron related  entities.  Also included in net realized  capital gains
and losses in 2001 was $65.8 million  related to the sale of Enron  investments.
As of  December  31,  2001,  the  remaining  carrying  amount  of the  Company's
investment in Enron Corp. and Enron related entities was $45.5 million.

On September 11, 2001, terrorist attacks in the U.S. resulted in significant
loss of life and property, as well as interruption of business activities and an
overall disruption of the world economy. Some of the assets in the Company's
investment portfolio may be adversely affected by further declines in the
securities markets and economic activity caused by the terrorist attacks and
heightened security measures.

On December 31, 2001, the Company held corporate fixed maturity securities in
the following sectors impacted most significantly by the September 11, 2001
terrorist attacks (carrying amounts noted in parenthesis): airlines ($245.9
million in public debt and $208.3 million in private debt), comprised mostly of
equipment trust certificate transactions secured by aircraft; airline
manufacturers and equipment providers ($239.0 million), comprised of public and
private unsecured debt; property and casualty insurance companies ($28.9
million), comprised of public unsecured debt; and hotels and gaming companies
($168.9 million), comprised of public and private debt secured by hotel
properties. As of December 31, 2001, the Company has not recognized any related
other-than-temporary impairment of these assets.

Net Unrealized Gains and Losses

The net unrealized gains and losses on investments in fixed maturities and
equity securities available-for-sale are reported as a separate component of
equity, reduced by adjustments to deferred policy acquisition costs and unearned
revenue reserves that would have been required as a charge or credit to
operations had such amounts been realized and a provision for deferred income
taxes.






4. Investments (continued)

The cumulative amount of net unrealized gains and losses on available-for-sale
securities is as follows (in millions):


                                                                                    December 31,
                                                                                2001             2000
                                                                          ----------------- ----------------
                                                                          ----------------- ----------------

                                                                                            
     Net unrealized gains on fixed maturities, available-for-sale (1)....       $827.2            $284.3
     Net unrealized losses on equity securities, available-for-sale,
       including seed money in separate accounts.........................        (60.9)            (57.2)
     Adjustments for assumed changes in amortization patterns:
       Deferred policy acquisition costs.................................       (104.6)            (43.2)
       Unearned revenue reserves.........................................          7.2               2.9
     Net unrealized losses on derivative instruments.....................        (89.5)             (6.7)
     Provision for deferred income taxes.................................       (202.0)            (59.0)
                                                                          ----------------- ----------------
                                                                          ----------------- ----------------
     Net unrealized gains on available-for-sale securities...............       $377.4            $121.1
                                                                          ================= ================
<FN>
     (1)  Excludes  net   unrealized   gains   (losses)  on  fixed   maturities,
          available-for-sale included in fair value hedging relationships.
</FN>


Commercial Mortgage Loans

Commercial mortgage loans represent a primary area of credit risk exposure. At
December 31, 2001 and 2000, the commercial mortgage portfolio is diversified by
geographic region and specific collateral property type as follows (dollars in
millions):


                                                                  December 31,
                                                     2001                              2000
                                       --------------------------------------------------------------------
                                        Carrying              Percent      Carrying             Percent
                                         amount               of total      amount             of total
                                       --------------------------------------------------------------------
                                       --------------------------------------------------------------------
                                                                                   
   Geographic distribution
   New England........................    $   327.4            3.4%        $     495.9           4.6%
   Middle Atlantic....................      1,606.3           16.5             1,664.9          15.5
   East North Central.................        930.1            9.5             1,006.2           9.3
   West North Central.................        397.8            4.1               439.9           4.1
   South Atlantic.....................      2,403.0           24.7             2,630.5          24.4
   East South Central.................        338.5            3.5               384.5           3.6
   West South Central.................        769.0            7.9               886.4           8.2
   Mountain...........................        637.7            6.5               600.2           5.6
   Pacific............................      2,421.3           24.8             2,774.8          25.7
   Valuation allowance................        (90.7)          (0.9)             (108.0)         (1.0)
                                       --------------------------------------------------------------------
                                       --------------------------------------------------------------------
   Total..............................     $9,740.4          100.0%          $10,775.3         100.0%
                                       ====================================================================
                                       --------------------------------------------------------------------





4. Investments (continued)



                                                                  December 31,
                                                     2001                              2000
                                       --------------------------------------------------------------------
                                       ----------------------------------
                                       Carrying amount      Percent      Carrying amount      Percent
                                                            of total                          of total
                                       --------------------------------------------------------------------
                                                                                  
   Property type distribution
   Office.............................     $3,252.5           33.4%         $  3,273.5          30.4%
   Retail.............................      3,106.5           31.9             3,612.7          33.5
   Industrial.........................      2,948.9           30.3             3,381.6          31.4
   Apartments.........................        349.8            3.6               419.7           3.9
   Hotel..............................         61.6            0.6                65.6           0.6
   Mixed use/other....................        111.8            1.1               130.2           1.2
   Valuation allowance................        (90.7)          (0.9)             (108.0)         (1.0)
                                       --------------------------------------------------------------------
                                       --------------------------------------------------------------------
   Total..............................     $9,740.4           100.0%         $10,775.3           100.0%
                                       ====================================================================


Mortgage loans on real estate are considered impaired when, based on current
information and events, it is probable that the Company will be unable to
collect all amounts due according to contractual terms of the loan agreement.
When the Company determines that a loan is impaired, a provision for loss is
established for the difference between the carrying amount of the mortgage loan
and the estimated value. Estimated value is based on either the present value of
the expected future cash flows discounted at the loan's effective interest rate,
the loan's observable market price or fair value of the collateral. The
provision for losses is reported as a net realized capital loss.

Mortgage loans deemed to be uncollectible are charged against the allowance for
losses, and subsequent recoveries are credited to the allowance for losses. The
allowance for losses is maintained at a level believed adequate by management to
absorb estimated probable credit losses. Management's periodic evaluation of the
adequacy of the allowance for losses is based on the Company's past loan loss
experience, known and inherent risks in the portfolio, adverse situations that
may affect the borrower's ability to repay, the estimated value of the
underlying collateral, composition of the loan portfolio, current economic
conditions and other relevant factors. The evaluation is inherently subjective
as it requires estimating the amounts and timing of future cash flows expected
to be received on impaired loans that may change.

A summary of the changes in the commercial and residential mortgage loan
allowance for losses is as follows (in millions):


                                                                        December 31,
                                                         2001               2000               1999
                                                   ------------------ ------------------ ------------------
                                                   ------------------ ------------------ ------------------

                                                                                       
   Balance at beginning of year..................         $110.4             $117.8             $113.0
   Provision for losses..........................           11.2                5.4                9.2
   Releases due to write-downs, sales and
     foreclosures................................          (29.3)             (12.8)              (4.4)
                                                   ------------------ ------------------ ------------------
                                                   ------------------ ------------------ ------------------
   Balance at end of year........................          $92.3             $110.4             $117.8
                                                   ================== ================== ==================




4. Investments (continued)

Residential Mortgage Banking Activities

The Company was servicing approximately 741,000 and 582,000 residential mortgage
loans with aggregate principal balances of approximately $80,530.5 million and
$55,987.4 million at December 31, 2001 and 2000, respectively. In connection
with these mortgage servicing activities, the Company held funds in trust for
others totaling approximately $508.9 million and $343.8 million at December 31,
2001 and 2000, respectively. As of December 31, 2001, $457.1 million of the
funds held in trust were held in the Company's banking subsidiary. In connection
with its loan administration activities, the Company advances payments of
property taxes and insurance premiums and also advances principal and interest
payments to investors in advance of collecting funds from specific mortgagors.
In addition, the Company makes certain payments of attorney fees and other costs
related to loans in foreclosure. These amounts receivable are recorded, at cost,
as advances on serviced loans. Amounts advanced are considered in management's
evaluation of the adequacy of the mortgage loan allowance for losses.

In June 2000, the Company, through its mortgage banking segment, created a
special purpose bankruptcy remote entity, Principal Residential Mortgage Capital
Resources, LLC ("PRMCR"), to provide an off-balance sheet source of funding for
the Company's residential mortgage loan production. The Company sells eligible
residential mortgage loans to PRMCR, where they are warehoused until sold to the
final investor. The Company sold $38.0 billion and $5.3 billion in mortgage
loans to PRMCR in 2001 and 2000, respectively. The maximum amount of mortgage
loans, which can be warehoused in PRMCR, has increased from $1.0 billion at
inception to $4.0 billion as of December 31, 2001. PRMCR held $3.0 billion in
mortgage loans held for sale as of December 31, 2001. The portfolio of loans
held for sale by PRMCR must meet portfolio criteria, eligibility
representations, and portfolio aging limitations. Based on these eligibility
representations, the Company is required to repurchase ineligible loans from
PRMCR.

PRMCR is capitalized by equity certificates owned by third party investors not
affiliated with the Company or its affiliates, directors or officers and thus,
is not consolidated with the Company. The equity holders bear the risk of loss
on defaulted mortgages. At December 31, 2001, PRMCR had outstanding equity
certificates of $193.0 million. PRMCR also issues short-term secured liquidity
notes as well as medium term notes to provide funds for its purchase of mortgage
loans from the Company. At December 31, 2001, PRMCR had outstanding secured
liquidity notes of $1.3 billion, three-year fixed term notes of $800.0 million
and five-year variable term notes of $800.0 million. All borrowings are
collateralized by the assets of PRMCR.

The Company paid a commitment fee to PRMCR based on the overall warehouse limit.
PRMCR used a portion of the fee to fund a cash collateral account maintained at
PRMCR. These funds are available as additional collateral to cover credit
related losses on defaulted loans. The balance in the account was $24.0 million
at December 31, 2001. Any remaining amounts in the cash collateral account will
be returned to the Company upon the termination of PRMCR. This right to the
return of the cash collateral amount is reflected in other assets on the
Company's consolidated statements of financial position.

The Company maintains a right to the servicing of the mortgage loans held by
PRMCR and upon the sale of the majority of the mortgage loans to the final
investors. In addition, the Company performs certain secondary marketing,
accounting and various administrative functions on behalf of PRMCR. As servicer,
the Company receives a monthly servicing fee, and may receive an excess
servicing fee if funds are available within PRMCR. Additionally, as servicer the
Company is required to advance to PRMCR those payments due from borrowers, but
not received, as of specified cut-off dates. The Company received $12.6 million
and $2.2 million in servicing fees from PRMCR in 2001 and 2000, respectively.






4. Investments (continued)

In order to hedge interest rate risk and non-credit related market value risk
associated with its inventory of mortgage loans held for sale, PRMCR entered
into swaps with counterparties not affiliated with the Company or PRMCR. The
swap counterparties are required to maintain certain minimum ratings as approved
by the rating agencies. Through a separate swap agreement with the swap
counterparties that mirror the original swaps with PRMCR, the non-credit related
market value component is swapped back to the Company.

In October 2000, the Company, through its mortgage banking segment, created a
wholly-owned, unconsolidated qualifying special purpose entity, Principal
Residential Mortgage Funding, LLC ("PRMF"), to provide an off-balance sheet
source of funding for up to $250.0 million of qualifying delinquent mortgage
loans. The limit was increased to $357.0 million in December 2001. The Company
sells qualifying delinquent loans to PRMF which then transfers the loans to
Principal Residential Mortgage EBO Trust ("Trust"), an unaffiliated Delaware
business trust. The Trust funds its acquisitions of the mortgage loans by
selling participation certificates, representing an undivided interest in the
Trust, to commercial paper conduit purchasers, who are not affiliated with the
Company or any of its affiliates, directors or officers. At December 31, 2001,
PRMF held $273.5 million in mortgage loans and had outstanding participation
certificates of $256.9 million.

Mortgage loans typically remain in the Trust until they are processed through
the foreclosure claim process, are paid-off or reinstate. Loans that reinstate
are no longer eligible to remain in the Trust and are required to be removed by
the Company at fair market value at the monthly settlement date following
reinstatement.

The Company is retained as the servicer of the mortgage loans and also performs
accounting and various administrative functions on behalf of PRMF, in its
capacity as the managing member of PRMF. As the servicer, the Company receives a
servicing fee pursuant to the pooling and servicing agreement. The Company may
also receive a successful servicing fee only after all other conditions in the
monthly cash flow distribution are met. At December 31, 2001, the Company's
residual interest in such cash flows was $21.5 million and was recorded in other
investments on the Company's consolidated statements of financial position. The
value of the residual interest was based on the net present value of expected
cash flows from PRMF, as well as estimates of foreclosure losses associated with
the related loans. The Company is required to advance funds for payment of
interest on the participation certificates and other carrying costs, if
sufficient cash is not available in the collection account to meet this
obligation.

The Company and the Trust are parties to a cost of funds hedge agreement. The
Company pays the weighted average cost of funds on the participation
certificates plus fees and expenses and receives the indicated swap bid rate,
subject to a cap.

Real Estate

Real estate holdings and related accumulated depreciation are as follows (in
millions):

                                             December 31,
                                        2001               2000
                                      -------------- ------------------
                                      -------------- ------------------

   Investment real estate.............   $673.8           $   813.4
   Accumulated depreciation...........   (114.1)             (117.1)
                                      -------------- ------------------
                                          559.7               696.3
   Properties held for sale...........    390.8               695.4
                                      -------------- ------------------
   Real estate, net...................   $950.5            $1,391.7
                                      ============== ==================






4. Investments (continued)

Other Investments

Other investments include minority interests in unconsolidated entities and
properties owned jointly with venture partners and operated by the partners.
Joint ventures in which the Company has an interest have mortgage loans with the
Company of $347.7 million and $612.1 million at December 31, 2001 and 2000,
respectively. The Company is committed to providing additional mortgage
financing for such joint ventures aggregating $171.8 million and $71.5 million
at December 31, 2001 and 2000, respectively.

5. Securitization Transactions

Commercial Mortgage Loans

The Company sells commercial mortgage loans in securitization transactions and
retains primary servicing responsibilities and other interests. The Company
receives annual servicing fees approximating 0.01 percent, which approximates
cost. The investors and the securitization trusts have no recourse to the
Company's other assets for failure of debtors to pay when due. The value of the
Company's retained interests is subject primarily to credit risk.

In 2001 and 2000, the Company recognized gains of $18.3 million and $0.7
million, respectively, on the securitization of commercial mortgage loans.

Key economic assumptions used in measuring the retained interests at the date of
securitization resulting from transactions completed included a cumulative
default rate between four and eight percent during 2001 and between five and
eight percent during 2000. The assumed range of the loss severity, as a
percentage of defaulted loans, was between 12 and 25 percent during 2001 and
between 13 and 25 percent during 2000. The low end of the loss severity range
relates to a portfolio of seasoned loans. The high end of the loss severity
range relates to a portfolio of newly issued loans.

At December 31, 2001, the fair values of retained interests related to the
securitizations of commercial mortgage loans were $170.5 million. Key economic
assumptions and the sensitivity of the current fair values of residual cash
flows were tested to one and two standard deviations from the expected rates.
The changes in the fair values at December 31, 2001 as a result of these
assumptions were not significant.

Residential Mortgage Loans

The Company sells residential mortgage loans and retains servicing
responsibilities pursuant to the terms of the applicable servicing agreements.
The Company receives annual servicing fees approximating 0.4 percent of the
outstanding principal balances on the underlying loans. These sales are
generally transacted on a non-recourse basis. The value of the servicing rights
is subject to prepayment and interest rate risks on the transferred assets.

In 2001 and 2000, the Company recognized gains of $218.8 million and $9.4
million, respectively, on the sales of residential mortgage loans.






5. Securitization Transactions (continued)

The key economic assumptions used in determining the fair value of mortgage
servicing rights at the date of loan sale for sales completed in 2001 and 2000
were as follows:

                                             2001              2000
                                          ---------------------------------
                                          ---------------------------------

   Weighted average life (years)..........    7.84              6.87
   Weighted average prepayment speed......    9.48%            11.81%
   Yield to maturity discount rate........    7.45%            10.74%

Prepayment speed is the constant prepayment rate that results in the weighted
average life disclosed above.

At December 31, 2001, key economic assumptions and the sensitivity of the
current fair value of the mortgage servicing rights to immediate 10 and 20
percent adverse changes in those assumptions are as follows (dollars in
millions):

   Fair value of mortgage servicing rights...................       $1,811.0
   Expected weighted average life (in years).................            6.8
   Prepayment speed..........................................           11.10%
   Decrease in fair value of 10% adverse change..............     $     67.3
   Decrease in fair value of 20% adverse change..............      $   128.9
   Yield to maturity discount rate...........................            8.86%
   Decrease in fair value of 10% adverse change..............      $   130.0
   Decrease in fair value of 20% adverse change..............      $   260.1

These sensitivities are hypothetical and should be used with caution. As the
figures indicate, changes in fair value based on a 10% variation in assumptions
generally cannot be extrapolated because the relationship of the change in the
assumption to the change in fair value may not be linear. Also, in the above
table, the effect of a variation in a particular assumption on the fair value of
the servicing rights is calculated independently without changing any other
assumption. In reality, changes in one factor may result in changes in another,
which might magnify or counteract the sensitivities. For example, changes in
prepayment speed estimates could result in changes in the discount rate.

Securitization Transactions Cash Flow

The table below summarizes cash flows for securitization transactions and cash
flows received from and paid to securitization trusts (in millions):


                                                                    For the year ended December 31,
                                                                      2001                   2000
                                                              ---------------------- ----------------------
                                                              ---------------------- ----------------------
                                                                                       
   Proceeds from new securitizations........................          $39,200.6              $9,624.5
   Servicing fees received..................................              307.8                 237.5
   Other cash flows received on retained interests..........               51.6                  29.4







6. Derivatives Held or Issued for Purposes Other Than Trading

Derivatives are generally held for purposes other than trading and are primarily
used to hedge or reduce exposure to interest rate and foreign currency risks
associated with assets held or expected to be purchased or sold, and liabilities
incurred or expected to be incurred. Additionally, derivatives are used to
change the characteristics of the Company's asset/liability mix consistent with
the Company's risk management activities.

The Company's risk of loss is typically limited to the fair value of its
derivative instruments and not to the notional or contractual amounts of these
derivatives. Risk arises from changes in the fair value of the underlying
instruments. The Company is also exposed to credit losses in the event of
nonperformance of the counterparties. The Company's current credit exposure is
limited to the value of derivatives that have become favorable to the Company.
This credit risk is minimized by purchasing such agreements from financial
institutions with high credit ratings and by establishing and monitoring
exposure limits.

The Company's derivative transactions are generally documented under
International Swaps and Derivatives Association, Inc. Master Agreements.
Management believes that such agreements provide for legally enforceable set-off
and close out netting of exposures to specific counterparties. Under such
agreements, in connection with an early termination of a transaction, the
Company is permitted to set off its receivable from a counterparty against its
payables to the same counterparty arising out of all included transactions.

The notional amounts and credit exposure of the Company's  derivative  financial
instruments by type are as follows (in millions):


                                                                                 December 31,
                                                                               2001                2000
                                                                     ------------------  ------------------
                                                                                        
   Notional amounts of derivative instruments with
     regard to U.S. operations
   Foreign currency swaps..........................................      $  3,426.9           $  2,745.0
   Interest rate floors............................................         3,400.0              2,450.0
   Interest rate swaps.............................................         2,857.5              2,391.5
   Mortgage-backed forwards and options............................         9,250.7              1,898.3
   Swaptions.......................................................         3,570.0                697.7
   Bond forwards...................................................           357.4                  -
   Interest rate lock commitments..................................         2,565.9                  -
   Call options....................................................            30.0                 30.0
   U.S. Treasury futures...........................................           186.6                183.2
   Currency forwards...............................................             -                   39.4
   Treasury rate guarantees........................................            88.0                 60.0
   Other...........................................................            25.0                  -
                                                                     ------------------  ------------------
                                                                     ------------------  ------------------
                                                                          $25,758.0            $10,495.1
                                                                     ==================  ==================
   Credit exposure of derivative instruments with
     regard to U.S. operations
   Foreign currency swaps...........................................   $       41.4          $      45.3
   Interest rate floors.............................................           13.2                 20.0
   Interest rate swaps..............................................           28.1                 14.1
   Mortgage-backed forwards and options.............................           41.7                  -
   Swaptions........................................................            8.7                 11.8
   Call options.....................................................            8.9                 12.3
   Currency forwards................................................            -                    5.5
   Other............................................................            0.1                  -
                                                                     ------------------- ------------------
                                                                     ------------------- ------------------
                                                                        $     142.1           $    109.0
                                                                     =================== ==================






6. Derivatives Held or Issued for Purposes Other Than Trading (continued)

The net interest effect of interest rate and currency swap transactions is
recorded as an adjustment to net investment income or interest expense, as
appropriate, over the periods covered by the agreements. The cost of derivative
instruments related to residential mortgage loan servicing rights is included in
the basis of the derivatives. These derivatives are marked-to-market with the
changes in market value reported in operating expenses on the consolidated
statements of operations.

The fair value of the Company's derivative instruments, identified as hedges and
classified as assets at December 31, 2001, was $283.1 million. Of this amount,
the fair value of derivatives related to investment hedges was $100.8 million
and was reported with other invested assets on the consolidated statement of
financial position. The fair value of derivatives related to residential
mortgage loan servicing rights and residential mortgage loans was $182.3 million
and is reported with other assets on the consolidated statement of financial
position. The fair value of derivative instruments classified as liabilities at
December 31, 2001, was $449.7 million and was reported with other liabilities on
the consolidated statement of financial position.

Fair Value Hedges

The Company uses fixed-to-floating rate interest rate swaps to more closely
align the interest rate characteristics of certain assets and liabilities. In
general, these swaps are used in asset and liability management to modify
duration.

The Company also enters into currency exchange swap agreements to convert
certain foreign denominated assets and liabilities into U.S. dollar
floating-rate denominated instruments to eliminate the exposure to future
currency volatility on those items.

In 2001, the Company recognized a pre-tax net gain of $95.5 million relating to
its fair value hedges. This includes a net gain of $151.7 million related to the
ineffective portion of its fair value hedges of residential mortgage loan
servicing rights and a net loss of $43.6 million related to the change in the
value of the servicing hedges that was excluded from the assessment of hedge
effectiveness. The net gain on servicing hedges was reported with operating
expenses on the consolidated statement of operations. The net gain of $95.5
million also includes a net loss of $12.6 million related to the ineffective
portion of the Company's investment hedges, which was reported with net realized
capital gains (losses) on the consolidated statement of operations.

Cash Flow Hedges

The Company also utilizes floating-to-fixed rate interest rate swaps to match
cash flows.

The Company enters into currency exchange swap agreements to convert both
principal and interest payments of certain foreign denominated assets and
liabilities into U.S. dollar denominated fixed-rate instruments to eliminate the
exposure to future currency volatility on those items.

In 2001, the Company recognized a $11.2 million after-tax decrease in value
related to cash flow hedges in accumulated other comprehensive income. During
this time period, none of the Company's cash flow hedges have been discontinued
because it was probable that the original forecasted transaction would not occur
by the end of the originally specified time period. The Company has not
reclassified amounts from accumulated comprehensive income into earnings in the
past twelve months, and it does not expect to reclassify any amounts in the next
twelve months.





6. Derivatives Held or Issued for Purposes Other Than Trading (continued)

In most cases, zero hedge ineffectiveness for cash flow hedges is assumed
because the derivative instrument was constructed such that all terms of the
derivative match the hedged risk in the hedged item. As a result, the Company
has recognized an immaterial amount in earnings due to cash flow hedge
ineffectiveness.

The transition adjustment for the adoption of SFAS 133 resulted in a decrease to
other comprehensive income of $36.9 million ($24.0 million after tax)
representing the accumulation in other comprehensive income of the effective
portion of the Company's cash flow hedges as of January 1, 2001. In 2001, $46.0
million ($29.9 million after tax) of loss representing the effective portion of
the change in fair value of derivative instruments designated as cash flow
hedges decreased accumulated other comprehensive income resulting in an ending
balance of $(82.9) million ($(53.9) million after tax) at December 31, 2001.

Derivatives Not Designated as Hedging Instruments

The Company attempts to match the timing of when interest rates are committed on
insurance products, residential mortgage loans and other new investments.
However, timing differences may occur and can expose the Company to fluctuating
interest rates. To offset this risk, the Company uses mortgage-backed forwards,
over-the-counter options on mortgage-backed securities, U.S. Treasury futures
contracts, options on Treasury futures, Treasury rate guarantees and interest
rate floors to economically hedge anticipated transactions and to manage
interest rate risk. Futures contracts are marked-to-market and settled daily,
which minimizes the counterparty risk. Forward contracts are marked-to-market no
less than quarterly. The Company's interest rate lock commitments on residential
mortgage loans are also accounted for as derivatives.

Occasionally, the Company will sell a callable investment-type contract and may
use interest rate swaptions or similar instruments to transform the callable
liability into a fixed term liability. In addition, the Company may sell an
investment-type contract with attributes tied to market indices in which case
the Company writes an equity call option to convert the overall contract into a
fixed rate liability, essentially eliminating the equity component altogether.

Although the above-mentioned derivatives are effective hedges from an economic
standpoint, they do not meet the requirements for hedge accounting treatment
under SFAS 133. As such, periodic changes in the market value of these
instruments flow directly into net income. In 2001, gains of $68.3 million were
recognized in income from market value changes of derivatives not receiving
hedge accounting treatment.

7. Closed Block

In connection with the 1998 MIHC formation, the Company formed a Closed Block to
provide reasonable assurance to policyholders included therein that, after the
formation of the MIHC, assets would be available to maintain dividends in
aggregate in accordance with the 1997 policy dividend scales, if the experience
underlying such scales continued. The Company's assets were allocated to the
Closed Block in an amount that produces cash flows which, together with
anticipated revenue from policies and contracts included in the Closed Block,
were expected to be sufficient to support the Closed Block policies, including
but not limited to, provisions for payment of claims, certain expenses, charges
and taxes, and to provide for continuation of policy and contract dividends in
aggregate in accordance with the 1997 dividend scales, if the experience
underlying such scales continues, and to allow for appropriate adjustments in
such scales, if such experience changes. Due to adjustable life policies being
included in the Closed Block, the Closed Block is charged with amounts necessary
to properly fund for certain adjustments, such as face amount and premium
increases, that are made to these policies after the Closed Block inception
date. These amounts are referred to as Funding Adjustment Charges and are
treated as capital transfers from the Closed Block.





7. Closed Block (continued)

Assets allocated to the Closed Block inure solely to the benefit of the holders
of policies included in the Closed Block. Closed Block assets and liabilities
are carried on the same basis as similar assets and liabilities held by the
Company. The Company will continue to pay guaranteed benefits under all
policies, including the policies within the Closed Block, in accordance with
their terms. If the assets allocated to the Closed Block, the investment cash
flows from those assets and the revenues from the policies included in the
Closed Block, including investment income thereon, prove to be insufficient to
pay the benefits guaranteed under the policies included in the Closed Block, the
Company will be required to make such payments from its general funds. No
additional policies were added to the Closed Block, nor was the Closed Block
affected in any other way, as a result of the demutualization.

A policyholder dividend obligation is required to be established for earnings in
the Closed Block that are not available to shareholders. A model of the Closed
Block was established to produce the pattern of expected earnings in the Closed
Block (adjusted to eliminate the impact of related amounts in accumulated other
comprehensive income). If actual cumulative earnings of the Closed Block are
greater than the expected cumulative earnings of the Closed Block, only the
expected cumulative earnings will be recognized in income with the excess
recorded as a policyholder dividend obligation. This policyholder dividend
obligation represents undistributed accumulated earnings that will be paid to
Closed Block policyholders as additional policyholder dividends unless offset by
future performance of the Closed Block that is less favorable than originally
expected. If actual cumulative performance is less favorable than expected, only
actual earnings will be recognized in income. At December 31, 2001, cumulative
actual earnings, including consideration of net unrealized gains, has been less
than cumulative expected earnings. Therefore, no policyholder dividend
obligation has been recognized.

Closed Block liabilities and assets designated to the Closed Block are as
follows:


                                                                           December 31,
                                                                  2001                      2000
                                                        ------------------------- -------------------------
                                                                          (in millions)
                                                                                     
   Closed Block liabilities
   Future policy benefits and claims.................             $5,248.7                 $5,051.5
   Other policyholder funds..........................                 20.3                      4.8
   Policyholder dividends payable....................                376.6                    402.2
   Other liabilities.................................                 11.8                     22.6
                                                        ------------------------- -------------------------
                                                        ------------------------- -------------------------
     Total Closed Block liabilities..................              5,657.4                  5,481.1





7. Closed Block (continued)


                                                                           December 31,
                                                                  2001                      2000
                                                        ------------------------- -------------------------
                                                                          (in millions)
                                                                                     
   Assets designated to the Closed Block
   Fixed maturities, available-for-sale..............             $2,466.3                 $2,182.2
   Equity securities, available-for-sale.............                 23.4                      -
   Mortgage loans....................................                880.0                    919.4
   Real estate.......................................                  -                        0.2
   Policy loans......................................                792.5                    770.0
   Other investments.................................                  6.9                      1.1
                                                        ------------------------- -------------------------
                                                        ------------------------- -------------------------
     Total investments...............................              4,169.1                  3,872.9

   Cash and cash equivalents (deficit)...............                 (8.0)                    22.7
   Accrued investment income.........................                 77.2                     72.3
   Deferred tax asset................................                 80.8                     97.8
   Premiums due and other receivables................                 33.3                     33.8
                                                        ------------------------- -------------------------
                                                        ------------------------- -------------------------
     Total assets designated to the Closed Block.....              4,352.4                  4,099.5
                                                        ------------------------- -------------------------
                                                        ------------------------- -------------------------

   Excess of Closed Block liabilities over assets
     designated to the Closed Block..................              1,305.0                  1,381.6

   Amounts included in other comprehensive
     income..........................................                 43.6                     27.2
                                                        ------------------------- -------------------------
                                                        ------------------------- -------------------------

   Maximum future earnings to be recognized from
     Closed Block assets and liabilities.............             $1,348.6                 $1,408.8
                                                        ========================= =========================


Closed Block revenues and expenses were as follows:


                                                            For the year ended December 31,
                                                   2001                2000                  1999
                                             ------------------  ------------------  ----------------------
                                                                     (in millions)
                                                                                  
   Revenues
   Premiums and other considerations.......      $   742.1           $   752.4             $   764.4
   Net investment income...................          311.8               289.9                 269.2
   Net realized capital losses.............          (19.7)               (4.9)                 (2.0)
                                             ------------------  ------------------  ----------------------
                                             ------------------  ------------------  ----------------------
     Total revenues........................        1,034.2             1,037.4               1,031.6

   Expenses
   Benefits, claims, and settlement
     expenses..............................          614.4               601.2                 614.6
   Dividends to policyholders..............          305.8               307.7                 295.9
   Operating expenses......................           12.7                13.6                  13.2
                                             ------------------  ------------------  ----------------------
                                             ------------------  ------------------  ----------------------
     Total expenses........................         932.9                922.5                 923.7
                                             ------------------  ------------------  ----------------------
                                             ------------------  ------------------  ----------------------

   Closed Block revenue, net of Closed
     Block expenses, before income taxes...          101.3               114.9                 107.9
   Income taxes............................           33.5                38.4                  37.0
                                             ------------------  ------------------  ----------------------
                                             ------------------  ------------------  ----------------------
   Closed Block revenue, net of Closed                67.8                76.5                  70.9
     Block expenses and income taxes.......
   Funding adjustment charges..............           (7.6)              (12.0)                (12.2)
                                             ------------------  ------------------  ----------------------
                                             ------------------  ------------------  ----------------------
   Closed Block revenue, net of Closed          $     60.2          $     64.5            $     58.7
     Block expenses, income tax and funding
     adjustment charges....................  ==================  ==================  ======================






7. Closed Block (continued)

The change in maximum future earnings of the Closed Block was as follows:



                                                                           December 31,
                                                                  2001                      2000
                                                         -----------------------  -------------------------
                                                                           (in millions)

                                                                                     
   Beginning of year..................................            $1,408.8                 $1,473.3
   End of year........................................             1,348.6                  1,408.8
                                                         -----------------------  -------------------------
                                                         -----------------------  -------------------------
   Change in maximum future earnings..................            $  (60.2)                $  (64.5)
                                                         =======================  =========================


The Company charges the Closed Block with federal income taxes, payroll taxes,
state and local premium taxes and other state or local taxes, licenses and fees
as provided in the plan of reorganization.

8. Deferred Policy Acquisition Costs

Policy acquisition costs deferred and amortized in 2001, 2000 and 1999 are as
follows (in millions):


                                                                        December 31,
                                                         2001               2000               1999
                                                   ------------------ ------------------ ------------------
                                                   ------------------ ------------------ ------------------

                                                                                      
   Balance at beginning of year..................        $1,333.3           $1,430.9           $1,104.7
   Cost deferred during the year.................           249.0              263.9              253.8
   Amortized to expense during the year..........          (198.5)            (239.2)            (173.7)
   Effect of unrealized (gains) losses...........           (61.5)            (122.3)             246.1
                                                   ------------------ ------------------ ------------------
                                                   ------------------ ------------------ ------------------
   Balance at end of year........................        $1,322.3           $1,333.3             $1,430.9
                                                   ================== ================== ==================


9. Insurance Liabilities

Contractholder Funds

Major components of contractholder funds in the consolidated statements of
financial position, are summarized as follows (in millions):


                                                                                 December 31,
                                                                            2001               2000
                                                                     ------------------- ------------------
                                                                     ------------------- ------------------
                                                                                         
   Liabilities for investment-type contracts:
     Guaranteed investment contracts................................       $14,123.5           $14,779.6
     U.S. funding agreements........................................           307.1               772.1
     International funding agreements backing medium-term notes.....         3,298.4             2,475.3
     International funding agreements...............................           723.9                 -
     Other investment-type contracts................................         2,272.1             2,537.0
                                                                     ------------------- ------------------
   Total liabilities for investment-type contracts.................         20,725.0            20,564.0

   Liabilities for individual annuities............................          2,557.6             2,442.7
   Universal life and other reserves...............................          1,382.0             1,293.5
                                                                     ------------------- ------------------
   Total contractholder funds......................................        $24,664.6           $24,300.2
                                                                     =================== ==================




9. Insurance Liabilities (continued)

The Company's guaranteed investment contracts and funding agreements contain
provisions limiting early surrenders, including penalties for early surrenders
and minimum notice requirements. Put provisions give customers the option to
terminate a contract prior to maturity, provided they give a minimum notice
period.

The following table presents U.S. GAAP reserves for guaranteed investment
contracts and funding agreements by withdrawal provisions (in millions):

                                                         December 31, 2001
                                                         ------------------
                                                         ------------------
   Book Value Out (1)
   Puttable:
     Less than 30 days' put.............................. $         -
     30 to 89 days' put..................................           -
     90 to 180 days' put.................................           -
     More than 180 days' put.............................          55.1
     No active put provision (2).........................           -
                                                         ------------------
                                                         ------------------
   Total puttable........................................          55.1

   Surrenderable:
     Book value out without surrender charge.............          22.9
     Book value out with surrender charge................         396.3
                                                         ------------------
                                                         ------------------
   Total surrenderable...................................         419.2
                                                         ------------------
                                                         ------------------
   Total book value out..................................         474.3

   Market Value Out (3)
   Less than 30 days' notice.............................          26.9
   30 to 89 days' notice.................................         281.9
   90 to 180 days' notice................................       1,133.6
   More than 180 days' notice............................       4,795.6
   No active surrender provision.........................         238.5
                                                         ------------------
                                                         ------------------
   Total market value out................................

   Not puttable or surrenderable.........................      11,502.1
                                                         ------------------
                                                         ------------------
   Total GICs and funding agreements.....................     $18,452.9
                                                         ==================
- ------------------
(1)  Book Value Out:  The amount equal to the sum of deposits  less  withdrawals
     with interest accrued at the contractual interest rate.
(2)  Contracts  currently  in initial  lock-out  period  but which  will  become
     puttable with 90 days' notice at some time in the future.
(3)  Market  Value  Out:  The  amount  equal to the book value out plus a market
     value adjustment to adjust for changes in interest rates.




9. Insurance Liabilities (continued)

Funding agreements are issued to non-qualified institutional investors both in
domestic and international markets. The Company has a $4.0 billion international
program, under which a consolidated offshore special purpose entity was created
to issue nonrecourse medium-term notes. Under the program, the proceeds of each
note series issuance are used to purchase a funding agreement from the Company,
which is used to secure that particular series of notes. The payment terms of
any particular series of notes match the payment terms of the funding agreement
that secures that series. Claims for principal and interest under those
international funding agreements are afforded equal priority to claims of life
insurance and annuity policyholders under insolvency provisions of Iowa
Insurance Laws and, accordingly, are reported as contractholder funds
liabilities in the Company's consolidated statement of financial position. In
general, the medium-term note funding agreements do not give the contractholder
the right to terminate prior to contractually stated maturity dates, absent the
existence of certain circumstances which are largely within the Company's
control. As of December 31, 2001, the contractual maturities were 2002 - $160.2
million; 2003 - $496.1 million; 2004 - $470.2 million; 2005 - $714.5 million;
2006 - $98.9 million; and thereafter - $1,358.5 million.

In February 2001, the Company agreed to issue up to $3.0 billion of funding
agreements under another program to support the prospective issuance by an
unaffiliated entity of medium-term notes in both domestic and international
markets. The unaffiliated entity is not consolidated in the Company's financial
statements. The funding agreements issued to the unaffiliated entity are
reported as contractholder funds liabilities in the Company's consolidated
statement of financial position. As of December 31, 2001, $723.9 million has
been issued under this program.

Future Policy Benefits and Claims

Activity in the liability for unpaid accident and health claims, which is
included with future policy benefits and claims in the consolidated statements
of financial position, is summarized as follows (in millions):


                                                                        December 31,
                                                         2001               2000               1999
                                                   ------------------ ------------------ ------------------
                                                   ------------------ ------------------ ------------------

                                                                                     
   Balance at beginning of year..................       $   705.0          $   721.7          $   641.4

   Incurred:
     Current year................................         1,597.1            1,788.1            1,872.2
     Prior years.................................           (17.5)             (17.8)              (6.2)
                                                   ------------------ ------------------ ------------------
                                                   ------------------ ------------------ ------------------
   Total incurred................................         1,579.6            1,770.3            1,866.0

   Payments:
     Current year................................         1,283.2            1,447.3            1,466.3
     Prior years.................................           286.6              339.7              319.4
                                                   ------------------ ------------------ ------------------
                                                   ------------------ ------------------ ------------------
   Total payments................................         1,569.8            1,787.0            1,785.7

   Balance at end of year:
     Current year................................           313.9              340.8              405.9
     Prior years.................................           400.9              364.2              315.8
                                                   ------------------ ------------------ ------------------
                                                   ------------------ ------------------ ------------------
   Total balance at end of year..................       $   714.8          $   705.0          $   721.7
                                                   ================== ================== ==================





9. Insurance Liabilities (continued)

The activity summary in the liability for unpaid accident and health claims
shows a decrease of $17.5 million, $17.8 million and $6.2 million to the
December 31, 2000, 1999 and 1998 liability for unpaid accident and health
claims, respectively, arising in prior years. Such liability adjustments, which
affected current operations during 2001, 2000 and 1999, respectively, resulted
from developed claims for prior years being different than were anticipated when
the liabilities for unpaid accident and health claims were originally estimated.
These trends have been considered in establishing the current year liability for
unpaid accident and health claims.

On September 11, 2001, terrorist attacks in the U.S. resulted in significant
loss of life and property, as well as interruption of business activities and an
overall disruption of the world economy. As of December 31, 2001, the Company
recognized $6.7 million (net of income tax and reinsurance) in losses from
individual and group life and disability insurance claims as a result of these
events.

10. Debt

Short-Term Debt

Short-term debt consists primarily of a payable to Principal Financial Services,
Inc. of $1,087.8 million and $926.9 million as of December 31, 2001 and 2000,
respectively. Interest paid on intercompany debt was $39.7 million and $46.8
million during 2001 and 2000, respectively. Short-term debt also consists of
outstanding balances on revolving credit facilities with various financial
institutions. At December 31, 2001, the Company and certain subsidiaries had
credit facilities with various financial institutions in an aggregate amount of
$825.0 million. These credit facilities include $780.0 million to finance a CMBS
pipeline, of which $290.6 million is outstanding at December 31, 2001, and $45.0
million of unused lines of credit for short-term debt used for general corporate
purposes.

The weighted average interest rates on short-term borrowings as of December 31,
2001 and 2000, were 2.46% and 7.41%, respectively.

Long-Term Debt

The components of long-term debt as of December 31, 2001 and December 31, 2000
are as follows (in millions):

                                                    December 31,
                                                 2001               2000
                                              ------------- ------------------
                                              ------------- ------------------

   7.875% surplus notes payable, due 2024.....   $199.0             $198.9
   8% surplus notes payable, due 2044.........     99.1               99.1
   Non-recourse mortgages and notes payable...    150.3              149.8
   Other mortgages and notes payable..........    169.2              224.5
                                              ------------- ------------------
                                              ------------- ------------------
   Total long-term debt.......................   $617.6             $672.3
                                              ============= ==================

The amounts included above are net of the discount and direct costs associated
with issuing these notes, which are being amortized to expense over their
respective terms using the interest method.






10. Debt (continued)

On March 10, 1994, Principal Life issued $300.0 million of surplus notes,
including $200.0 million due March 1, 2024, at a 7.875% annual interest rate and
the remaining $100.0 million due March 1, 2044, at an 8% annual interest rate.
No affiliates of the Company hold any portion of the notes. Each payment of
interest and principal on the notes, however, may be made only with the prior
approval of the Commissioner of Insurance of the State of Iowa (the
"Commissioner") and only to the extent that Principal Life has sufficient
surplus earnings to make such payments. For each of the years ended December 31,
2001, 2000 and 1999, interest of $23.8 million was approved by the Commissioner,
paid and charged to expense.

Subject to Commissioner approval, the surplus notes due March 1, 2024, may be
redeemed at Principal Life's election on or after March 1, 2004, in whole or in
part at a redemption price of approximately 103.6% of par. The approximate 3.6%
premium is scheduled to gradually diminish over the following ten years. These
surplus notes may then be redeemed on or after March 1, 2014, at a redemption
price of 100% of the principal amount plus interest accrued to the date of
redemption.

In addition, subject to Commissioner approval, the notes due March 1, 2044, may
be redeemed at Principal Life's election on or after March 1, 2014, in whole or
in part at a redemption price of approximately 102.3% of par. The approximate
2.3% premium is scheduled to gradually diminish over the following ten years.
These notes may be redeemed on or after March 1, 2024, at a redemption price of
100% of the principal amount plus interest accrued to the date of redemption.

The mortgages and other notes payable are financings for real estate
developments. The Company has obtained loans with various lenders to finance
these developments. Outstanding principal balances as of December 31, 2001,
range from $0.1 million to $101.9 million per development with interest rates
generally ranging from 7.2% to 8.6%. Outstanding principal balances as of
December 31, 2000, range from $0.5 million to $102.8 million per development
with interest rates generally ranging from 6.9% to 8.6%.

At December 31, 2001, future annual maturities of the long-term debt are as
follows (in millions):

   2002.................................................           $165.1
   2003.................................................              5.6
   2004.................................................              2.4
   2005.................................................              2.6
   2006.................................................              2.8
   Thereafter...........................................            439.1
                                                            -------------------
                                                            -------------------
   Total future maturities of the long-term debt........           $617.6
                                                             ==================

Cash paid for interest for 2001, 2000 and 1999, was $43.9 million, $42.0 million
and $95.5 million, respectively. These amounts include interest paid on taxes
during these years.






11. Income Taxes

The Company's income tax expense (benefit) is as follows (in millions):


                                                               For the year ended December 31,
                                                         2001               2000               1999
                                                   ------------------ ------------------ ------------------
                                                   ------------------ ------------------ ------------------
                                                                                      
   Current income taxes:
     Federal.....................................        $  30.0             $195.2            $  84.1
     State and foreign...........................           30.0               12.2               12.6
     Net realized capital gains (losses).........         (210.1)              29.6              162.3
                                                   ------------------ ------------------ ------------------
                                                   ------------------ ------------------ ------------------
   Total current income taxes (benefit)..........         (150.1)             237.0              259.0
   Deferred income taxes.........................          242.5               11.8               64.5
                                                   ------------------ ------------------ ------------------
                                                   ------------------ ------------------ ------------------
   Total income taxes............................        $  92.4             $248.8             $323.5
                                                   ================== ================== ==================


The Company's provision for income taxes may not have the customary relationship
of taxes to income. Differences between the prevailing corporate income tax rate
of 35% times the pre-tax income and the Company's effective tax rate on pre-tax
income are generally due to inherent differences between income for financial
reporting purposes and income for tax purposes, and the establishment of
adequate provisions for any challenges of the tax filings and tax payments to
the various taxing jurisdictions. A reconciliation between the corporate income
tax rate and the effective tax rate is as follows:



                                                               For the year ended December 31,
                                                         2001               2000               1999
                                                   ------------------ ------------------ ------------------
                                                   ------------------ ------------------ ------------------

                                                                                       
   Statutory corporate tax rate..................          35%                35%                35%
   Dividends received deduction..................         (13)                (5)                (3)
   Interest exclusion from taxable income........          (3)                (1)                 -
   Other.........................................           1                 (1)                (3)
                                                   ------------------ ------------------ ------------------
   Effective tax rate............................          20%                28%                29%
                                                   ================== ================== ==================


Significant components of the Company's net deferred income taxes are as follows
(in millions):


                                                                                 December 31,
                                                                            2001               2000
                                                                     ------------------- ------------------
                                                                     ------------------- ------------------
                                                                                         
   Deferred income tax assets (liabilities):
     Insurance liabilities..........................................       $ 131.6             $ 181.1
     Deferred policy acquisition costs..............................        (373.1)             (360.1)
     Net unrealized gains on available for sale securities..........        (202.0)              (59.1)
     Mortgage loan servicing rights.................................        (355.2)             (206.3)
     Other..........................................................          16.0                52.3
                                                                     ------------------- ------------------
                                                                     ------------------- ------------------
   Total deferred income tax liabilities............................       $(782.7)            $(392.1)
                                                                     =================== ==================


At December 31, 2001, the Company's net deferred tax liability was $782.7
million. There were no international net deferred tax assets in 2001. At
December 31, 2000, the Company's net deferred tax liability was comprised of
international net deferred tax assets of $6.9 million, which have been included
in other assets, and $399.0 million of U.S. net deferred tax liabilities. The
net deferred tax liabilities were included in deferred income taxes in the
consolidated statements of financial position.






11. Income Taxes (continued)

The Internal Revenue Service (the "Service") has completed examination of the
U.S. consolidated federal income tax returns of the Company and affiliated
companies for 1996 and prior years. The Service has also begun to examine
returns for 1997 and 1998. The Company believes that there are adequate defenses
against or sufficient provisions for any challenges.

Undistributed earnings of certain foreign subsidiaries are considered
indefinitely reinvested by the Company. A tax liability will be recognized when
the Company expects distribution of earnings in the form of dividends, sale of
the investment or otherwise.

Cash paid for income taxes was $69.3 million in 2001, $131.9 million in 2000 and
$275.6 million in 1999.

12. Employee and Agent Benefits

The Company has defined benefit pension plans covering substantially all of its
employees and certain agents. Some of these plans provide supplemental pension
benefits to employees with salaries and/or pension benefits in excess of the
qualified plan limits imposed by federal tax law. The employees and agents are
generally first eligible for the pension plans when they reach age 21. For plan
participants employed prior to January 1, 2002, the pension benefits are based
on the greater of a final average pay benefit or a cash balance benefit. The
final average pay benefit is based on the years of service and generally the
employee's or agent's average annual compensation during the last five years of
employment. Partial benefit accrual of final average pay benefits is recognized
from first eligibility until retirement based on attained service divided by
potential service to age 65 with a minimum of 35 years of potential service. The
cash balance portion of the plan will start on January 1, 2002. An employee's
account will be credited with an amount based on the employee's salary, age and
service. These credits will accrue with interest. For plan participants hired on
and after January 1, 2002, only the cash balance plan applies. The Company's
policy is to fund the cost of providing pension benefits in the years that the
employees and agents are providing service to the Company. The Company's funding
policy for all plans is to deposit the U.S. GAAP-related net periodic pension
cost using long-term assumptions, unless the U.S. GAAP funded status is
positive, in which case no deposit is made. Prior to 2001, the Company's funding
policy was to deposit an amount within the range of U.S. GAAP net periodic
pension cost and the sum of the actuarial normal cost and any change in the
unfunded accrued liability over a 30-year period as a percentage of
compensation.

As a result of Principal Mutual Holding Company's demutualization, the qualified
defined benefit pension plan received $56.7 million in compensation which will
be amortized over the remaining service period of plan participants.

The Company also provides certain health care, life insurance and long-term care
benefits for retired employees. Retiree health benefits are provided for
employees hired prior to January 1, 2002, while retiree long-term care benefits
are provided for employees whose retirement was effective prior to July 1, 2000.
Covered employees are first eligible for these postretirement benefits when they
reach age 57 and have completed ten years of service with the Company. Partial
benefit accrual of these health, life and long-term care benefits is recognized
from the employee's date of hire until retirement based on attained service
divided by potential service to age 65 with a minimum of 35 years of potential
service. The Company's policy is to fund the cost of providing retiree benefits
in the years that the employees are providing service to the Company. The
Company's funding policy for all plans is to deposit the U.S. GAAP-related net
periodic postretirement benefit cost using long-term assumptions unless the U.S.
GAAP funded status is






12. Employee and Agent Benefits (continued)

positive, in which case no deposit is made. Prior to 2001, the Company's funding
policy was to deposit an amount within the range of U.S. GAAP net periodic
postretirement cost and the sum of the actuarial normal cost and any change in
the unfunded accrued liability over a 30-year period as a percentage of
compensation.

As a result of Principal Mutual Holding Company's demutualization, the
postretirement benefit plans received $11.3 million in compensation, which will
be used to pay benefit claims and participant contributions, with the remainder
to be amortized over the remaining service period of plan participants.

The plans' combined funded status, reconciled to amounts recognized in the
consolidated statements of financial position and consolidated statements of
operations, is as follows (dollars in millions):


                                                    Pension benefits         Other postretirement benefits
                                              ------------------------------ ------------------------------
                                              ------------------------------ ------------------------------
                                                      December 31,                   December 31,
                                                   2001           2000           2001            2000
                                              --------------- -------------- -------------- ---------------
                                                                                    
   Change in benefit obligation
   Benefit obligation at beginning of year..    $  (797.3)      $  (732.5)       $(221.8)       $(227.9)
   Service cost.............................        (31.2)          (35.0)          (8.3)         (10.4)
   Interest cost............................        (59.3)          (57.5)         (15.6)         (19.0)
   Actuarial gain (loss)....................        (42.0)           (2.7)         (25.7)           3.7
   Benefits paid............................         31.7            30.4            9.6            -
   Other....................................         42.1             -             30.7           31.8
                                              --------------- -------------- -------------- ---------------
   Benefit obligation at end of year........    $  (856.0)      $  (797.3)       $(231.1)       $(221.8)
                                              =============== ============== ============== ===============

   Change in plan assets
   Fair value of plan assets at beginning of
     year...................................     $1,115.4        $1,059.8        $ 359.8        $ 345.5
   Actual return (loss) on plan assets......        (15.7)           75.1            5.6           13.7
   Employer contribution....................          9.0            10.9            1.4           18.6
   Benefits paid............................        (31.7)          (30.4)          (4.4)         (18.0)
   Other....................................       (124.5)            -              -              -
                                              --------------- -------------- -------------- ---------------
   Fair value of plan assets at end of year.    $   952.5        $1,115.4         $362.4        $ 359.8
                                              =============== ============== ============== ===============

   Funded status............................   $     96.5       $   318.1         $131.3        $ 138.0
   Unrecognized net actuarial gain..........        (65.3)         (194.2)          (0.6)         (19.4)
   Unrecognized prior service (cost) benefit          7.6             9.2          (28.2)         (29.8)
   Unamortized transition obligation (asset)         (2.7)          (14.2)           -              0.3
                                              --------------- -------------- -------------- ---------------
                                              --------------- -------------- -------------- ---------------
   Other assets - prepaid benefit cost......   $     36.1       $   118.9         $102.5       $   89.1
                                              =============== ============== ============== ===============
                                              =============== ============== ============== ===============

   Weighted-average assumptions as of
      December 31
   Discount rate............................      7.50%           8.00%          7.50%          8.00%





12. Employee and Agent Benefits (continued)


                                                    Pension benefits         Other postretirement benefits
                                              ------------------------------ ------------------------------
                                              ------------------------------ ------------------------------
                                                      December 31,                   December 31,
                                                   2001           2000            2001           2000
                                              --------------- -------------- --------------- --------------
                                                                                   
   Components of net periodic benefit cost
   Service cost.............................   $     31.2      $     35.0       $    8.3       $   10.4
   Interest cost............................         59.3            57.5           15.6           19.0
   Expected return on plan assets...........        (99.2)          (81.3)         (32.3)         (25.1)
   Amortization of prior service (cost)
     benefit................................          1.7             1.7           (2.6)           -
   Amortization of transition (asset)
     obligation.............................        (11.5)          (11.5)           0.3            2.3
   Recognized net actuarial gain............        (14.1)          (12.5)          (1.3)          (1.1)
                                              --------------- -------------- -------------- ---------------
                                              --------------- -------------- -------------- ---------------
   Net periodic benefit cost (income).......   $    (32.6)     $    (11.1)       $ (12.0)     $     5.5
                                              =============== ============== ============== ===============


Effective January 1, 2000, the Company amended the method of determining
postretirement health benefit plan contributions and terminated long-term care
coverage for participants retiring on and subsequent to July 1, 2000. The result
of these amendments decreased the postretirement benefit obligation by $31.8
million and was partially offset by the remaining portion of the original
transition obligation. During 2001, the Company reclassified assets supporting
non-qualified pension plan liabilities through a reduction in contractholder
funds and an increase in invested assets.

For 2001 and 2000, the expected long-term rates of return on plan assets for
pension benefits were 9.0% and 8.1%, respectively, on a pre-tax basis. The
assumed rate of increase in future compensation levels varies by age for both
the qualified and non-qualified pension plans.

For 2001 and 2000, the expected long-term rates of return on plan assets for
other post-retirement benefits varied by benefit type and employee group and
ranged from 7.8% to 9.3% and 8.0% to 8.1%, respectively, on a pre-tax basis.

The assumed health care cost trend rate used in measuring the accumulated
postretirement benefit obligations starts at 9% in 2001 and declines to an
ultimate rate of 6% in 2011. Assumed health care cost trend rates have a
significant effect on the amounts reported for the health care plans.

A one-percentage-point change in assumed health care cost trend rates would have
the following effects (in millions):


                                                                    1-percentage-point  1-percentage-point
                                                                         increase            decrease
                                                                    ------------------- -------------------

                                                                                       
   Effect on total of service and interest cost components.......         $  5.3             $  (6.0)
   Effect on accumulated postretirement benefit obligation.......           50.1               (40.2)


In addition, the Company has defined contribution plans that are generally
available to all employees and agents who are age 21 or older. Eligible
participants may contribute up to 20% of their compensation. The Company matches
the participant's contribution at a 50% contribution rate up to a maximum
Company contribution of 3% of the participant's compensation in 2001 and 2000,
and 2% of the participant's compensation in 1999. The defined contribution plan
allows employees to choose among various investment options, including PFG's
common stock. The Company contributed $17.9 million in 2001, $16.0 million in
2000 and $11.0 million in 1999 to these defined contribution plans.





12. Employee and Agent Benefits (continued)

As a result of the Principal Mutual Holding Company's demutualization, the
defined contribution plans received $19.7 million in compensation, which was
allocated to participant accounts.

13. Commitments and Contingencies

Leases

The Company, as a lessor, leases industrial, office, retail and other investment
real estate properties under various operating leases. Rental income for all
operating leases totaled $178.4 million in 2001, $292.5 million in 2000 and
$356.8 million in 1999.

At December 31, 2001, future minimum annual rental commitments under these
noncancelable operating leases are as follows (in millions):


                                                    Held for           Held for           Total rental
                                                      sale            investment          commitments
                                                ------------------ -----------------  ---------------------
                                                ------------------ -----------------  ---------------------

                                                                                     
   2002.......................................        $  51.9            $  72.3              $124.2
   2003.......................................           49.5               60.0               109.5
   2004.......................................           46.5               49.0                95.5
   2005.......................................           40.3               38.5                78.8
   2006.......................................           36.7               25.7                62.4
   Thereafter.................................          202.3               57.7               260.0
                                                ------------------ -----------------  ---------------------
                                                ------------------ -----------------  ---------------------
   Total future minimum lease receipts........         $427.2             $303.2              $730.4
                                                ================== =================  =====================


The Company, as a lessee, leases office space, data processing equipment,
corporate aircraft and office furniture and equipment under various operating
leases. Rental expense for all operating leases totaled $57.9 million in 2001,
$66.3 million in 2000 and $78.5 million in 1999. At December 31, 2001, future
minimum annual rental commitments under these noncancelable operating leases are
as follows (in millions):


                                                                                           
   2002..............................................................................         $  44.0
   2003..............................................................................            34.8
   2004..............................................................................            22.9
   2005..............................................................................            11.1
   2006..............................................................................             7.9
   Thereafter........................................................................            15.4
                                                                                        -------------------
                                                                                                136.1
   Less future sublease rental income on these noncancelable leases..................             0.5
                                                                                        -------------------
   Total future minimum lease payments...............................................          $135.6
                                                                                        ===================


Litigation

The Company is a plaintiff or defendant in actions arising out of its
operations. The Company is, from time to time, also involved in various
governmental and administrative proceedings. While the outcome of any pending or
future litigation cannot be predicted, management does not believe that any
pending litigation will have a material adverse effect on the Company's
business, financial condition or results of operations. However, no assurances
can be given that such litigation would not materially and adversely affect the
Company's business, financial condition or results of operations.





13. Commitments and Contingencies (continued)

Other companies in the life insurance industry have historically been subject to
substantial litigation resulting from claims disputes and other matters. Most
recently, such companies have faced extensive claims, including class-action
lawsuits, alleging improper life insurance sales practices. Negotiated
settlements of such class-action lawsuits have had a material adverse effect on
the business, financial condition and results of operations of certain of these
companies. The Company is currently a defendant in two class-action lawsuits
which allege improper sales practices.

In 2000, the Company reached an agreement in principle to settle these two
class-action lawsuits alleging improper sales practices. In April 2001, the
proposed settlement of the class-action lawsuits received court approval. In
agreeing to the settlement, the Company specifically denied any wrongdoing. The
Company has accrued a loss reserve for its best estimate based on information
available. As uncertainties continue to exist in resolving this matter, it is
reasonably possible that, as the actual cost of the claims subject to
alternative dispute resolution becomes available, the final cost of settlement
could exceed the Company's estimate. The range of any additional cost related to
the settlement cannot be presently estimated; however, the Company believes the
settlement will not have a material impact on its business, financial condition
or results of operations. A number of persons and entities who were eligible to
be class members have excluded themselves from the class (or "opted out"), as
the law permits them to do. The Company has been notified that some of those who
opted out from the class will file lawsuits and make claims similar to those
addressed by the settlement. Some of these lawsuits are presently on file.

Insurance Guaranty Assessments

The Company is also subject to insurance guaranty laws in the states in which it
writes business. These laws provide for assessments against life and health
insurance companies for the benefit of policyholders and claimants in the event
of insolvency of other life and health insurance companies. The assessments may
be partially recovered through a reduction in future premium taxes in some
states. The Company believes such assessments in excess of amounts accrued would
not materially affect its financial condition or results of operations.

Securities Held for Collateral

The Company held $759.9 million in mortgage-backed securities in trust at
December 31, 2001, to satisfy collateral requirements associated with the
Company's mortgage banking segment and derivatives credit support agreements.

14. Stockholder's Equity

Common Stock

The Company has one class of common stock ($.01 par value, 5.0 million shares
authorized, 2.5 million issued and outstanding) wholly owned indirectly by PFG.

Treasury Stock

As a result of the demutualization, the Company's ultimate parent, PFG, issued
363.7 thousand shares of its common stock with a value of $6.7 million to rabbi
trusts held by the Company for certain benefit plans. These shares were reported
as treasury stock and additional paid-in capital in the consolidated statement
of stockholder's equity at December 31, 2001.





14. Stockholder's Equity (continued)

Other Comprehensive Income

Comprehensive income (loss) includes all changes in stockholder's equity during
a period except those resulting from investments by stockholders and
distributions to stockholders.

The components of accumulated other comprehensive income are as follows (in
millions):



                                                              Net
                                          Net unrealized    unrealized
                                         gains (losses)     gains(losses)   Foreign
                                              on               on           currency     Accumulated other
                                        available-for-sale  derivative     translation     comprehensive
                                           securities       instruments     adjustment      income (loss)
                                       ----------------- --------------------------------------------------
                                       ----------------- --------------------------------------------------

                                                                                
   Balances at January 1, 1999.......      $   742.3          $  3.6         $(28.9)        $   717.0
   Net change in unrealized gains
     (losses) on fixed maturities,
     available-for-sale..............       (1,375.1)            -              -            (1,375.1)
   Net change in unrealized gains
     (losses) on equity securities,
     available-for-sale, including
     seed money in separate accounts.         (131.7)            -              -              (131.7)
   Adjustments for assumed changes
     in amortization pattern:
       Deferred policy acquisition
         costs.......................          246.1             -              -               246.1
       Unearned revenue reserves.....          (29.5)            -              -               (29.5)
   Net change in unrealized gains/
     (losses) on derivative
     instruments.....................            -             (11.0)           -               (11.0)
   Provision for deferred income tax
     benefit.........................          449.2             3.9            -               453.1
   Change in net foreign currency
     translation adjustment..........            -               -            (31.1)            (31.1)
                                       ----------------- --------------------------------------------------
                                       ----------------- --------------------------------------------------
   Balances at December 31, 1999.....          (98.7)           (3.5)         (60.0)           (162.2)
   Net change in unrealized gains
     (losses) on fixed maturities,
     available-for-sale..............          722.0            -               -               722.0
   Net change in unrealized gains
     (losses) on equity securities,
     available-for-sale, including
     seed money in separate accounts.         (268.6)           -               -              (268.6)
   Adjustments for assumed changes
     in amortization pattern:
       Deferred policy acquisition
         costs.......................         (122.6)           -               -              (122.6)
       Unearned revenue reserves.....           15.2            -               -                15.2
   Net change in unrealized gains/
     (losses) on derivative
     instruments.....................            -             (1.3)            -                (1.3)
   Provision for deferred income tax
     benefit.........................         (121.9)           0.5             -              (121.4)
   Change in net foreign currency
     translation adjustment..........            -              -              27.0              27.0
                                       -------------------------------- --------------- ------------------
                                       -------------------------------- --------------- ------------------
   Balances at December 31, 2000.....          125.4           (4.3)          (33.0)             88.1






14. Stockholder's Equity (continued)



                                                              Net
                                          Net unrealized    unrealized
                                         gains (losses)     gains(losses)   Foreign
                                              on               on           currency     Accumulated other
                                        available-for-sale  derivative     translation     comprehensive
                                           securities       instruments     adjustment      income (loss)
                                       ----------------- --------------------------------------------------
                                       ----------------- --------------------------------------------------

                                                                                
   Balances at December 31, 2000.....      $   125.4         $ (4.3)         $(33.0)       $     88.1
   Net change in unrealized gains
     (losses) on fixed maturities,
     available-for-sale..............          510.7             -              -               510.7
   Net change in unrealized gains
     (losses) on equity securities,
     available-for-sale, including
     seed money in separate accounts.           (2.5)            -              -                (2.5)
   Adjustments for assumed changes
     in amortization pattern:
       Deferred policy acquisition
         costs.......................          (61.3)            -              -               (61.3)
       Unearned revenue reserves.....            4.3             -              -                 4.3
   Net change in unrealized gains
     (losses) on derivative
     instruments.....................            -             (46.0)           -               (46.0)
   Dividends to parent...............           (1.3)            -             11.1               9.8
   Provision for deferred income tax
     benefit.........................         (160.5)           16.1            -              (144.4)
   Change in net foreign currency
     translation adjustment..........            -               -             23.9              23.9
   Cumulative effect of accounting
     change, net of related income
     taxes...........................           20.9           (24.0)         (11.1)            (14.2)
                                       ----------------- --------------------------------------------------
                                       ----------------- --------------------------------------------------
   Balances at December 31, 2001.....      $   435.7          $(58.2)       $  (9.1)        $   368.4
                                       ================= ==================================================


The following table sets forth the adjustments necessary to avoid duplication of
items that are included as part of net income for a year that had been part of
other comprehensive income in prior years (in millions):


                                                                             December 31,
                                                                  2001           2000            1999
                                                             --------------- -------------- ---------------
                                                             --------------- -------------- ---------------
                                                                                       
   Unrealized gains (losses) on available-for-sale                $491.2          $252.6        $(1,037.9)
     securities arising during the year.............
   Adjustment for realized gains (losses) on
     available-for-sale securities included in net
     income...........................................            (234.8)          (29.4)           189.9
                                                             --------------- -------------- ---------------
                                                             --------------- -------------- ---------------
   Unrealized gains (losses) on available-for-sale                $256.4          $223.2       $   (848.0)
     securities, as adjusted...........................
                                                             =============== ============== ===============

The above table is presented net of tax, related changes in the amortization
patterns of deferred policy acquisition costs and unearned revenue reserves.






14. Stockholder's Equity (continued)

Dividend Limitations

Under Iowa law, Principal Life may pay stockholder dividends only from the
earned surplus arising from its business and must receive the prior approval of
the Commissioner to pay a stockholder dividend if such a stockholder dividend
would exceed certain statutory limitations. The current statutory limitation is
the greater of 10% of Principal Life's policyholder surplus as of the preceding
year-end or the net gain from operations from the previous calendar year. Based
on this limitation and 2001 statutory results, Principal Life could pay
approximately $640.3 million in stockholder dividends in 2002 without exceeding
the statutory limitation.

In 2001 and 2000, Principal Life notified the Commissioner in advance of all
stockholder dividend payments. Total stockholder dividends paid to its parent
company in 2001 and 2000 were $734.7 million and $538.8 million, respectively.

In 1999, Principal Life notified the Commissioner in advance of all stockholder
dividend payments and received approval for an extraordinary stockholder
dividend of $250.0 million. Total stockholder dividends paid to its parent
company in 1999 were $509.0 million.

15. Fair Value of Financial Instruments

The following discussion describes the methods and assumptions utilized by the
Company in estimating its fair value disclosures for financial instruments.
Certain financial instruments, particularly policyholder liabilities other than
investment-type contracts, are excluded from these fair value disclosure
requirements. The techniques utilized in estimating the fair values of financial
instruments are affected by the assumptions used, including discount rates and
estimates of the amount and timing of future cash flows. Care should be
exercised in deriving conclusions about the Company's business, its value or
financial position based on the fair value information of financial instruments
presented below. The estimates shown are not necessarily indicative of the
amounts that would be realized in a one-time, current market exchange of all of
the Company's financial instruments.

The Company defines fair value as the quoted market prices for those instruments
that are actively traded in financial markets. In cases where quoted market
prices are not available, fair values are estimated using present value or other
valuation techniques. The fair value estimates are made at a specific point in
time, based on available market information and judgments about the financial
instrument, including estimates of timing, amount of expected future cash flows
and the credit standing of counterparties. Such estimates do not consider the
tax impact of the realization of unrealized gains or losses. In many cases, the
fair value estimates cannot be substantiated by comparison to independent
markets. In addition, the disclosed fair value may not be realized in the
immediate settlement of the financial instrument.

Fair values of public debt and equity securities have been determined by the
Company from public quotations, when available. Private placement securities and
other fixed maturities and equity securities are valued by discounting the
expected total cash flows. Market rates used are applicable to the yield, credit
quality and average maturity of each security.

Fair values of commercial mortgage loans are determined by discounting the
expected total cash flows using market rates that are applicable to the yield,
credit quality and maturity of each loan. Fair values of residential mortgage
loans are determined by a pricing and servicing model using market rates that
are applicable to the yield, rate structure, credit quality, size and maturity
of each loan.





15. Fair Value of Financial Instruments (continued)

The fair values for assets classified as policy loans, other investments
excluding equity investments in subsidiaries, cash and cash equivalents and
accrued investment income in the accompanying consolidated statements of
financial position approximate their carrying amounts.

Mortgage loan servicing rights represent the present value of estimated future
net revenues from contractually specified servicing fees. The fair value was
estimated with a valuation model using an internal prepayment model and
discounted at a spread to London Inter-Bank Offer Rates.

The fair values of the Company's reserves and liabilities for investment-type
insurance contracts (insurance, annuity and other policy contracts that do not
involve significant mortality or morbidity risk and that are only a portion of
the policyholder liabilities appearing in the consolidated statements of
financial position) are estimated using discounted cash flow analyses (based on
current interest rates being offered for similar contracts with maturities
consistent with those remaining for the investment-type contracts being valued).
The fair values for the Company's insurance contracts (insurance, annuity and
other policy contracts that do involve significant mortality or morbidity risk),
other than investment-type contracts, are not required to be disclosed. The
Company does consider, however, the various insurance and investment risks in
choosing investments for both insurance and investment-type contracts.

Fair values for debt issues are estimated using discounted cash flow analysis
based on the Company's incremental borrowing rate for similar borrowing
arrangements.

The carrying amounts and estimated fair values of the Company's financial
instruments at December 31, 2001 and 2000, are as follows (in millions):


                                                     2001                               2000
                                       ---------------------------------- ---------------------------------
                                       ---------------- ----------------- ---------------- ----------------
                                       Carrying amount        Fair        Carrying amount       Fair
                                                              value                              value
                                       ---------------- ----------------- ---------------- ----------------
                                       ---------------- ----------------- ---------------- ----------------
                                                                                    
   Assets (liabilities)
   Fixed maturities , available-for-
     sale (see Note 4)...............       $29,007.4        $29,007.4         $26,142.1        $26,142.1
   Fixed maturities, trading (see
     Note 4).........................            17.8             17.8               -                -
   Equity securities, available-for-
     sale (see Note 4)...............           798.7            798.7             710.3            710.3
   Mortgage loans....................        10,884.6         11,164.6          11,325.8         11,575.0
   Policy loans......................           831.9            831.9             803.6            803.6
   Other investments.................           426.5            426.5             413.0            413.0
   Cash and cash equivalents.........         1,077.7          1,077.7             998.6            998.6
   Accrued investment income.........           593.5            593.5             530.4            530.4
   Mortgage loan servicing rights....         1,778.5          1,811.0           1,084.4          1,193.5
   Investment-type insurance
     contracts.......................       (23,286.8)       (23,642.4)        (22,818.6)       (22,688.9)
   Short-term debt...................        (1,378.4)        (1,378.4)         (1,339.9)        (1,339.9)
   Long-term debt....................          (617.6)          (613.7)           (672.3)          (649.8)







16. Statutory Insurance Financial Information

Principal Life prepares statutory financial statements in accordance with the
accounting practices prescribed or permitted by the Insurance Division of the
Department of Commerce of the State of Iowa (the "State of Iowa"). Currently
"prescribed" statutory accounting practices include a variety of publications of
the National Association of Insurance Commissioners ("NAIC") as well as state
laws, regulations and general administrative rules. "Permitted" statutory
accounting practices encompass all accounting practices not so prescribed. The
impact of any permitted accounting practices on statutory surplus is not
material. The accounting practices used to prepare statutory financial
statements for regulatory filings differ in certain instances from U.S. GAAP.
Prescribed or permitted statutory accounting practices are used by state
insurance departments to regulate Principal Life.

The NAIC revised the Accounting Practices and Procedures Manual in a process
referred to as Codification. The revised manual was effective January 1, 2001.
The State of Iowa adopted the provisions of the revised manual without
modification. The revised manual has changed, to some extent, prescribed
statutory accounting practices and has resulted in changes to the accounting
practices that Principal Life uses to prepare its statutory-basis financial
statements.

The net impact of these changes to Principal Life's statutory-basis capital and
surplus as of January 1, 2001, was not significant.

Statutory net income and statutory surplus of Principal Life are as follows (in
millions):

                                 As of or for the year ended December 31,
                                2001               2000              1999
                              -------------- ----------------- -----------------
                              -------------- ----------------- -----------------

   Statutory net income.......$   415.0          $   912.0         $   713.7
   Statutory surplus..........  3,483.8            3,356.4           3,151.9

Life and health insurance companies are subject to certain risk-based capital
("RBC") requirements as specified by the NAIC. Under those requirements, the
amount of capital and surplus maintained by a life and health insurance company
is to be determined based on the various risk factors related to it. At December
31, 2001, Principal Life meets the RBC requirements.

17. Segment Information

The Company provides financial products and services through the following
segments: U.S. Asset Management and Accumulation, Life and Health Insurance and
Mortgage Banking. In addition, there is a Corporate and Other segment. The
segments are managed and reported separately because they provide different
products and services, have different strategies or have different markets and
distribution channels.

The U.S. Asset Management and Accumulation segment provides retirement and
related financial products and services primarily to businesses, their employees
and other individuals and provides asset management services to the Company's
asset accumulation business, the life and health insurance operations and
third-party clients.

The Life and Health insurance segment provides individual life and disability
insurance to the owners and employees of businesses and other individuals in the
U.S. and provides group life and health insurance to businesses in the U.S.





17. Segment Information (continued)

The Mortgage Banking segment originates and services residential mortgage loan
products for customers primarily in the U.S.

The Corporate and Other segment manages the assets representing capital that has
not been allocated to any other segment. Financial results of the Corporate and
Other segment primarily reflect financing activities for the Company, income on
capital not allocated to other segments, intersegment eliminations and
non-recurring or other income or expenses not allocated to the segments based on
review of the nature of such items. This segment also includes international
operations that offer retirement products and services, annuities, mutual funds
and life insurance through subsidiaries in Argentina, Chile, Mexico and Hong
Kong. Over the past two years, the Company disposed of, distributed or
dividended essentially all of its international operations to its parent, PFSI,
described further in Note 3.

The Corporate and Other segment includes an equity ownership interest in
Coventry Health Care, Inc. The ownership interest was initiated through a
transaction in 1998, described further in Note 3. The Corporate and Other
segment's equity in earnings of Coventry Health Care, Inc., which was included
in net investment income, was $19.8 million and $20.0 million for the years
ended December 31, 2001 and 2000, respectively.

The Company evaluates segment performance on segment operating earnings, which
excludes the effect of net realized capital gains and losses, as adjusted, and
non-recurring events and transactions. Net realized capital gains, as adjusted,
are net of tax, related changes in the amortization pattern of deferred policy
acquisition costs, recognition of front-end fee revenues for sales charges on
pension products and services, net realized capital gains credited to customers
and certain market value adjustments to fee revenues. Segment operating revenues
exclude net realized capital gains and their impact on recognition of front-end
fee revenues. Segment operating earnings is determined by adjusting U.S. GAAP
net income for net realized capital gains and losses, as adjusted, and
non-recurring items which management believes are not indicative of overall
operating trends. While these items may be significant components in
understanding and assessing the consolidated financial performance, management
believes the presentation of segment operating earnings enhances the
understanding of the Company's results of operations by highlighting earnings
attributable to the normal, recurring operations of the business. However,
segment operating earnings are not a substitute for net income determined in
accordance with U.S. GAAP.

In 2001, the Company excluded $31.1 million of non-recurring items, net of tax,
from net income for the presentation of operating earnings. The non-recurring
items included (1) the negative effects of (a) expenses related to the
demutualization; (b) a cumulative effect of change in accounting principle
related to the implementation of SFAS 133; and (c) an increase to a loss
contingency reserve for sales practices litigation; and (2) the positive effect
of investment income generated from the proceeds of the IPO.

In 2000, the Company excluded $101.0 million of non-recurring items, net of tax,
from net income for the presentation of operating earnings. The non-recurring
items included the negative effects of (a) a loss contingency reserve
established for sales practices litigation; and (b) expenses related to the
development of a plan of demutualization.

The accounting policies of the segments are similar to those as described in
Note 1, with the exception of capital allocation. The Company allocates capital
to its segments based upon an internal capital model that allows management to
more effectively manage the Company's capital.





17. Segment Information (continued)

The following table summarizes selected financial information by segment as of,
or for the year ended, December 31 and reconciles segment totals to those
reported in the consolidated financial statements (in millions):


                                   U.S. Asset       Life and
                                 Management and      Health      Mortgage      Corporate
                                  Accumulation     Insurance     Banking       and Other     Consolidated
                                 ---------------- -------------------------- -------------- ---------------
                                 ---------------- -------------------------- -------------- ---------------
                                                                              
   2001
   Revenues:
     Operating revenues........    $  3,712.2      $  3,946.4   $   714.4      $   142.8      $  8,515.8
     Net realized capital
       losses..................        (248.6)          (62.2)        -           (181.9)         (492.7)
     Plus recognition of
       front-end fee revenues..           1.5             -           -              -               1.5
     Less capital gains
       distributed as market
       value adjustment........         (14.9)            -           -              -             (14.9)
     Plus investment income
       generated from IPO
       proceeds................           -               -           -              6.3             6.3
                                 ---------------- -------------------------- -------------- ---------------
                                 ---------------- -------------------------- -------------- ---------------
   Revenues....................    $  3,450.2      $  3,884.2   $   714.4     $    (32.8)     $  8,016.0
                                 ================ ========================== ============== ===============
                                 ================ ========================== ============== ===============

   Net income:
     Operating earnings (loss).   $     349.0     $     201.2  $     99.6     $     56.9     $     706.7
     Net realized capital
       losses, as adjusted.....        (164.7)          (33.8)        -           (110.0)         (308.5)
     Non-recurring items.......         (10.8)            0.1         -            (20.4)          (31.1)
                                 ---------------- -------------------------- -------------- ---------------
                                 ---------------- -------------------------- -------------- ---------------
   Net income (loss)...........   $     173.5     $     167.5  $     99.6     $    (73.5)    $     367.1
                                 ================ ========================== ============== ===============
                                 ================ ========================== ============== ===============
   Assets......................     $68,507.0       $10,776.2    $2,718.8       $1,568.6       $83,570.6
                                 ================ ========================== ============== ===============
                                 ================ ========================== ============== ===============

   Other segment data:
     Revenues from external
       customers...............    $  3,416.9      $  3,888.3   $   714.4     $     (3.6)     $  8,016.0
     Intersegment revenues.....          33.3            (4.1)        -            (29.2)            -
     Interest expense..........           3.3             0.8         -             19.9            24.0
     Income tax expense
       (benefit)...............          (8.9)           86.2        62.5          (47.4)           92.4
     Amortization of goodwill
       and other intangibles...           3.4             4.1         0.8           (0.5)            7.8






17. Segment Information (continued)


                                   U.S. Asset       Life and
                                 Management and      Health      Mortgage      Corporate
                                  Accumulation     Insurance     Banking       and Other     Consolidated
                                 ---------------- -------------------------- -------------- ---------------
                                 ---------------- -------------------------- -------------- ---------------
                                                                              
   2000
   Revenues:
     Operating revenues........     $  3,431.6     $  4,122.6   $   359.4      $   344.8       $  8,258.4
     Net realized capital gains
       (losses)................          (53.8)          70.8         -            134.8            151.8
     Plus recognition of
       front-end fee revenues..            0.9            -           -              -                0.9
                                 ---------------- -------------------------- -------------- ---------------
                                 ---------------- -------------------------- -------------- ---------------
   Revenues....................     $  3,378.7     $  4,193.4   $   359.4      $   479.6       $  8,411.1
                                 ================ ========================== ============== ===============
                                 ================ ========================== ============== ===============

   Net income:
     Operating earnings                                 162.3        49.8
       (loss)..................     $    349.0    $            $              $     80.6      $     641.7
     Net realized capital gains
       (losses), as adjusted...          (35.9)          47.3         -             89.5            100.9
     Non-recurring items.......            -              -           -           (101.0)          (101.0)
                                 ---------------- -------------------------- -------------- ---------------
                                 ---------------- -------------------------- -------------- ---------------
   Net income (loss)...........    $     313.1    $     209.6  $     49.8     $     69.1      $     641.6
                                 ================ ========================== ============== ===============
                                 ================ ========================== ============== ===============
   Assets......................      $65,756.3      $10,569.0    $1,556.3       $2,521.3        $80,402.9
                                 ================ ========================== ============== ===============
                                 ================ ========================== ============== ===============

   Other segment data:
     Revenues from external
       customers...............     $  3,349.6     $  4,196.9   $   359.4      $   505.2       $  8,411.1
     Intersegment revenues.....           29.0           (3.5)        -            (25.5)             -
     Interest expense..........            7.0            2.5         -            (12.2)            (2.7)
     Income tax expense........           97.5          104.7        26.9           19.7            248.8
     Amortization of goodwill
       and other intangibles...            1.0            7.7         0.8            2.2             11.7







17. Segment Information (continued)


                                   U.S. Asset       Life and
                                 Management and      Health      Mortgage      Corporate
                                  Accumulation     Insurance     Banking       and Other     Consolidated
                                 ---------------- -------------------------- -------------- ---------------
                                 ---------------- -------------------------- -------------- ---------------
                                                                              
   1999
   Revenues:
     Operating revenues........     $  3,404.5      $ 3,985.5   $   398.3      $   322.1      $  8,110.4
     Net realized capital gains
       (losses)................          (58.0)          16.0         -            498.6           456.6
     Less recognition of
       front-end fee revenues..           (1.0)           -           -              -              (1.0)
                                 ---------------- -------------------------- -------------- ---------------
                                 ---------------- -------------------------- -------------- ---------------
   Revenues....................     $  3,345.5     $  4,001.5   $   398.3      $   820.7      $  8,566.0
                                 ================ ========================== ============== ===============
                                 ================ ========================== ============== ===============

   Net income:
     Operating earnings                                   90.7       56.8
       (loss)..................    $     352.5    $            $               $   (10.7)    $     489.3
     Net realized capital gains
       (losses), as adjusted...          (35.4)          10.1         -            345.7           320.4
                                 ---------------- -------------------------- -------------- ---------------
   Net income (loss)...........    $     317.1    $     100.8  $     56.8      $   335.0     $     809.7
                                 ================ ========================== ============== ===============
                                 ================ ========================== ============== ===============
   Assets......................      $65,058.5      $10,070.8    $1,737.7       $2,570.1       $79,437.1
                                 ================ ========================== ============== ===============
                                 ================ ========================== ============== ===============

   Other segment data:
     Revenues from external
       customers...............     $  3,316.7     $  4,007.9   $   398.3      $   843.1      $  8,566.0
     Intersegment revenues.....           28.7           (6.4)        -            (22.3)            -
     Interest expense..........            2.1           (0.4)        -             28.6            30.3
     Income tax expense
       (benefit)...............          123.7           18.1        30.7          151.0           323.5
     Amortization of goodwill
       and other intangibles...            1.0            4.0         0.8            0.7             6.5


The Company operates in the U.S. and in selected markets internationally
(including Chile, Mexico, Argentina and Hong Kong). The following table
summarizes selected financial information by geographic location as of or for
the year ended December 31 (in millions):



                                                        Long-lived
                                      Revenues            assets             Assets        Net income (loss)
                                  ----------------- -------------------------------------- ------------------
                                  ----------------- -------------------------------------- ------------------
                                                                                     
   2001
   U.S.........................         $8,021.2            $552.8            $83,570.6          $388.7
   International...............             (5.2)              -                    -             (21.6)
                                  ----------------- -------------------------------------- ------------------
                                  ----------------- -------------------------------------- ------------------
   Total.......................         $8,016.0            $552.8            $83,570.6          $367.1
                                  ================= ====================================== ==================
                                  ================= ====================================== ==================

   2000
   U.S.........................         $8,174.2            $518.2            $79,719.1          $658.5
   International...............            236.9              47.1                683.8           (16.9)
                                  ----------------- -------------------------------------- ------------------
                                  ----------------- -------------------------------------- ------------------
   Total.......................         $8,411.1            $565.3            $80,402.9          $641.6
                                  ================= ====================================== ==================
                                  ================= ====================================== ==================

   1999
   U.S.........................         $8,293.8            $505.5            $78,087.3          $834.3
   International...............            272.2             104.9              1,349.8           (24.6)
                                  ----------------- -------------------------------------- ------------------
                                  ----------------- -------------------------------------- ------------------
   Total.......................         $8,566.0            $610.4            $79,437.1          $809.7
                                  ================= ====================================== ==================






17. Segment Information (continued)

Long-lived assets include property and equipment and goodwill and other
intangibles.

The Company's operations are not materially dependent on one or a few customers,
brokers or agents, and revenues, assets and operating earnings are attributed to
geographic location based on the country of domicile the sales originate from.

18. Stock Compensation Plans

On May 21, 2001, PFG approved and adopted the Stock Incentive Plan, Board of
Directors' Stock Plan ("Directors' Stock Plan") and Employee Stock Purchase Plan
("Stock Purchase Plan"). In addition, the Long Term Performance Plan was amended
to utilize stock as an option for payment. The Plan of Conversion of Principal
Mutual Holding Company for its demutualization restricts the ability to use
stock as a form of payment for awards under the Long Term Performance Plan until
at least six months following completion of the IPO.

Under the terms of the Stock Incentive Plan, grants may be non-qualified stock
options, incentive stock options qualifying under Section 422 of the Internal
Revenue Code, restricted stock, restricted stock units and stock appreciation
rights. On November 26, 2001, a one-time, grant of non-qualified stock options
was made under the Stock Incentive Plan to essentially all employees, including
career agents who are statutory employees.

The Stock Incentive Plan has options exercisable at November 26, 2004. Total
options granted under this plan amounted to 3.7 million options in 2001. Options
outstanding under the Stock Incentive Plan were granted at a price equal to the
market value of PFG's common stock on the date of grant, cliff-vest after a
three-year period for employees still employed or under contract and expire ten
years after the grant date.

The Directors' Stock Plan provides for the grant of nonqualified stock options,
restricted stock, or restricted stock units to PFG's non-employee directors. The
total number of shares to be issued under this plan may not exceed 500,000
shares. Options granted under the Directors' Stock Plan have an exercise price
equal to the fair market value of the common stock on the date of the grant and
a term equal to the earlier of three years from the date the participant ceases
to provide service or the tenth anniversary of the date the option was granted.
Options vest quarterly over a one-year period unless services to PFG cease, at
which time, all vesting stops. There were no options, shares of restricted
stock, or restricted stock units granted under this plan in 2001.

PFG also maintains its Long Term Performance Plan, which provides the
opportunity for eligible executives to share in the success of PFG, if specified
minimum corporate performance objectives are achieved over a three-year period.
In 2001, the Company recorded compensation expense of $11.1 million related to
the plan.

Under PFG's Stock Purchase Plan, participating employees have the opportunity to
purchase shares of PFG's common stock on a quarterly basis. The Stock Purchase
Plan provides that eligible employees may contribute 10% of the employee's
salary or a maximum of $10,000 to the plan during any year. Employees may
purchase shares of PFG's common stock at a price equal to 85% of the share's
fair market value as of the beginning or end of the quarter, whichever is lower.
During 2001, employees purchased 320,406 shares under the Stock Purchase Plan at
a price of 85% of the share's fair market value of $22.33 per share.






18. Stock Compensation Plans (continued)

Pursuant to SFAS No. 123, Accounting for Stock-Based Compensation, PFG has
elected to account for its stock option and stock purchase plans under the
provisions of ABP Opinion No. 25, Accounting for Stock Issued to Employees, and,
accordingly, employee options and stock purchases were excluded from
compensation expense. However, compensation expense has been recognized for
stock option awards issued to career agents using the fair value method as
prescribed in FASB Interpretation No. 44, Accounting for Certain Transactions
Involving Stock Compensation - An Interpretation of APB Opinion No. 25. In 2001,
the Company recorded compensation expense of $13,570 related to the plan. If PFG
had adopted the fair value method of SFAS No. 123, the impact on the Company's
results of operations would not have been significant.

19. Subsequent Event

On February 1, 2002, the Company sold its remaining stake of 15.1 million shares
in Coventry Health Care, Inc. common stock and a warrant, exercisable for
approximately 3.1 million shares of Coventry common stock. Total estimated
proceeds from the completion of this transaction are $325.2 million and the
Company will recognize an estimated net realized capital gain of $183.1 million
during the first quarter of 2002.

20. Quarterly Results of Operations (Unaudited)

The following is a summary of unaudited quarterly results of operations for 2001
and 2000:



                                                    For the three months ended during 2001
                                         March 31          June 30        September 30      December 31
                                     ----------------- ---------------- ----------------- -----------------
                                     ----------------------------------------------------------------------
                                                                 (in millions)

                                                                                  
   Premiums and other considerations     $1,035.7          $   827.8         $1,071.0         $   861.2
   Net investment income............        816.3              797.6            779.9             816.9
   Net realized capital gains
     (losses).......................        (72.5)             (97.6)           (79.7)           (242.9)
   Total revenue....................      2,115.3            1,888.6          2,148.1           1,864.0

   Benefits, claims, and settlement
     expenses.......................      1,351.9            1,165.4          1,398.6           1,176.5
   Income before taxes and
     cumulative effect of
     accounting change..............        162.5              146.8            148.7              12.2
   Cumulative effect of
     accounting change..............        (10.7)               -                -                 -
   Net income.......................        120.7              115.8            113.7              16.9





20. Quarterly Results of Operations (Unaudited) (continued)



                                                    For the three months ended during 2000
                                         March 31          June 30        September 30      December 31
                                     ----------------- ---------------- ----------------- -----------------
                                     ----------------------------------------------------------------------
                                                                 (in millions)

                                                                                  
   Premiums and other considerations      $1,014.4         $   978.3       $   876.3          $1,060.3
   Net investment income............         788.2             760.4           754.6             812.3
   Net realized capital gains
     (losses).......................          81.3             (37.0)           46.5              61.0
   Total revenue....................       2,185.4           1,989.8         2,002.8           2,233.1

   Benefits, claims, and
     settlement expenses............       1,319.7           1,311.5         1,151.4           1,364.5
   Income before taxes and
     cumulative effect of
     accounting change..............         306.3              70.9           254.0             259.2
   Cumulative effect of
     accounting change..............           -                 -               -                 -
   Net income.......................         211.3              51.0           190.4             188.9






APPENDIX A - INVESTMENT DIVISIONS


AIM V.I. AGGRESSIVE GROWTH DIVISION

              INVESTS IN: AIM V.I. Aggressive Growth Fund
              INVESTMENT ADVISOR: A I M Advisors, Inc.
              INVESTMENT OBJECTIVE: seeks long-term capital growth from
                securities of companies expected to achieve accelerated earnings
                growth.

AIM V.I. INTERNATIONAL GROWTH DIVISION

              INVESTS IN: AIM V.I. International Growth Fund
              INVESTMENT ADVISOR: A I M Advisors, Inc.
              INVESTMENT OBJECTIVE: pursues long-term capital growth from
                international equities considered to have strong earnings
                momentum.

AIM V.I. PREMIER EQUITY DIVISION

              INVESTS IN: AIM V.I. Premier Equity Fund
              INVESTMENT ADVISOR: A I M Advisors, Inc.
              INVESTMENT OBJECTIVE: seeks long-term growth of capital. Income is
                a secondary objective. The Fund invests primarily in equity
                securities.

AMERICAN CENTURY VP INCOME & GROWTH DIVISION

              INVESTS IN: American Century Variable Portfolios, Inc. VP Income &
                Growth
              INVESTMENT ADVISOR: American Century Investment Management, Inc.
              INVESTMENT OBJECTIVE: seeks dividend growth, current income and
                appreciation. The account will seek to achieve its investment
                objective by investing in common stocks.

AMERICAN CENTURY VP INTERNATIONAL DIVISION

              INVESTS IN: American Century Variable Portfolios, Inc. VP
                International
              INVESTMENT ADVISOR: American Century Investment Management, Inc.
              INVESTMENT OBJECTIVE: seeks long-term capital growth around the
                world by investing in stocks of foreign companies.

AMERICAN CENTURY VP VALUE DIVISION

              INVESTS IN: American Century Variable Portfolios, Inc. VP Value
              INVESTMENT ADVISOR: American Century Investment Management, Inc.
              INVESTMENT OBJECTIVE: seeks capital growth over time and,
                secondarily, income by investing primarily in equity securities.



AMERICAN CENTURY VP ULTRA DIVISION

              INVESTS IN: American Century Variable Portfolios, Inc. VP Ultra
              INVESTMENT ADVISOR: American Century Investment Management, Inc.
              INVESTMENT OBJECTIVE: seeks long-term capital growth by investing
                primarily in stocks of U.S. companies.

BERGER IPT MIDCAP VALUE DIVISION

              INVESTS IN: Berger Investment Product Trust MidCap Value Fund
              INVESTMENT ADVISOR: Berger Financial Group LLC
              INVESTMENT OBJECTIVE: seeks long-term capital appreciation by
                investing in mid-sized companies whose stock prices have been
                beaten down to low levels but still offer significant upside
                potential.

DIP CORE VALUE DIVISION

              INVESTS IN: Dreyfus Investment Portfolios Core Value Portfolio
              INVESTMENT ADVISOR: The Boston Company through a sub-advisory
                agreement
              INVESTMENT OBJECTIVE: seeks long-term capital growth as a primary
                objective, with current income as a secondary objective. Invests
                primarily in equity securities of large-cap value companies.

DREYFUS VIF APPRECIATION DIVISION

              INVESTS IN: Dreyfus Investment Portfolios Appreciation Portfolio
              INVESTMENT ADVISOR: Fayez Sarofim & Co. through a sub-advisory
                agreement
              INVESTMENT OBJECTIVE: seeks long-term capital growth by investing
                in common stocks.

DREYFUS VIF SMALL CAP DIVISION

              INVESTS IN: Dreyfus Investment Portfolios SmallCap Portfolio
              INVESTMENT ADVISOR: The Dreyfus Corporation
              INVESTMENT OBJECTIVE: seeks capital appreciation by investing in
                the stocks of companies with small market capitalizations.

DREYFUS SOCIALLY RESPONSIBLE GROWTH DIVISION

              INVESTS IN: Dreyfus Socially Responsible Growth Portfolio
              INVESTMENT ADVISOR: The Dreyfus Corporation
              INVESTMENT OBJECTIVE: seeks capital growth by investing primarily
                in large-cap stocks that meet certain financial as well as
                social criteria.



DIP FOUNDERS DISCOVERY DIVISION

              INVESTS IN: Dreyfus Investment Portfolios Founders Discovery
                Portfolio
              INVESTMENT ADVISOR: Founders Asset Management LLC through a
                sub-advisory agreement
              INVESTMENT OBJECTIVE: seeks capital appreciation. To pursue this
                goal, the portfolio invests primarily in equity securities of
                small, U.S. based companies which are characterized as "growth"
                companies.

DIP FOUNDERS GROWTH DIVISION

              INVESTS IN: Dreyfus Investment Portfolios Founders Growth
                Portfolio
              INVESTMENT ADVISOR: Founders Asset Management LLC through a
                sub-advisory agreement
              INVESTMENT OBJECTIVE: seeks capital appreciation by investing in
                stocks of small-cap growth companies.

DREYFUS VIF QUALITY BOND DIVISION

              INVESTS IN: Dreyfus Investment Portfolios Quality Bond Portfolio
              INVESTMENT ADVISOR: The Dreyfus Corporation
              INVESTMENT OBJECTIVE: seeks to maximize current income consistent
                with the preservation of capital and maintenance of liquidity by
                investing in fixed-income securities.

FIDELITY VIP ASSET MANAGER DIVISION

              INVESTS IN: Fidelity VIP II Asset Manager Portfolio
              INVESTMENT ADVISOR: Fidelity Management and Research Company
              INVESTMENT OBJECTIVE: seeks high total return with reduced risk
                over the long-term by allocating its assets among stocks, bonds
                and short-term instruments.

FIDELITY VIP CONTRAFUND DIVISION

              INVESTS IN: Fidelity VIP II Contrafund Portfolio
              INVESTMENT ADVISOR: Fidelity Management and Research Company
              INVESTMENT OBJECTIVE: seeks long-term capital appreciation by
                investing primarily in common stocks.

FIDELITY VIP EQUITY-INCOME DIVISION

              INVESTS IN: Fidelity VIP Equity-Income Portfolio
              INVESTMENT ADVISOR: Fidelity Management and Research Company
              INVESTMENT OBJECTIVE: seeks reasonable income by investing
                primarily in income-producing equity securities.



FIDELITY VIP GROWTH DIVISION

              INVESTS IN: Fidelity VIP Growth Portfolio
              INVESTMENT ADVISOR: Fidelity Management and Research Company
              INVESTMENT OBJECTIVE: seeks long-term capital appreciation by
                investing primarily in common stocks.

FIDELITY VIP HIGH INCOME DIVISION

              INVESTS IN: Fidelity VIP High Income Portfolio
              INVESTMENT ADVISOR: Fidelity Management and Research Company
              INVESTMENT OBJECTIVE: seeks a high level of current income by
                investing primarily in high yielding, lower quality,
                fixed-income securities, while also considering growth of
                capital.

FIDELITY VIP MIDCAP DIVISION

              INVESTS IN: Fidelity VIP MidCap Portfolio
              INVESTMENT ADVISOR: Fidelity Management and Research Company
              INVESTMENT OBJECTIVE: seeks long-term growth of capital by
                investing in equity securities of companies with medium market
                capitalizations.

FRANKLIN INCOME SECURITIES DIVISION

              INVESTS IN: Franklin Income Securities Portfolio
              INVESTMENT ADVISOR: Franklin Templeton Investments
              INVESTMENT OBJECTIVE: Seeks to maximize income, while maintaining
                prospects for capital appreciation. The portfolio invests in
                debit and equity securities, including lower-rated "junk bonds."
                May also invest in foreign securities, including emerging
                markets.

FRANKLIN MUTUAL DISCOVERY DIVISION

              INVESTS IN: Franklin Mutual Discovery Portfolio
              INVESTMENT ADVISOR: Franklin Templeton Investments
              INVESTMENT OBJECTIVE: seeks long-term capital appreciation. The
                Fund invests primarily in common stocks of U.S. and foreign
                companies the manager believes are undervalued.

FRANKLIN MUTUAL SHARES DIVISION

              INVESTS IN: Franklin Mutual Shares Portfolio
              INVESTMENT ADVISOR: Franklin Templeton Investments
              INVESTMENT OBJECTIVE: seeks capital appreciation with income as a
                secondary goal by emphasizing investments in equity securities
                of larger and medium-sized companies



FRANKLIN RISING DIVIDENDS DIVISION

              INVESTS IN: Franklin Rising Dividends Portfolio
              INVESTMENT ADVISOR: Franklin Templeton Investments
              INVESTMENT OBJECTIVE: seeks long-term capital appreciation by
                investing primarily in financially sound companies that have
                paid rising dividends.

FRANKLIN SMALL CAP VALUE SECURITIES DIVISION

              INVESTS IN: Franklin Small Cap Value Securities Portfolio
              INVESTMENT ADVISOR: Franklin Templeton Investments
              INVESTMENT OBJECTIVE: Seeks long term total return. The portfolio
                invests primarily in securities of companies which the manager
                believes are selling substantially below the underlying value of
                the assets or private market value.

INVESCO VIF - CORE EQUITY DIVISION

              INVESTS IN: INVESCO VIF - Core Equity Fund
              INVESTMENT ADVISOR: INVESCO Funds Group
              INVESTMENT OBJECTIVE: seeks high current income, with a secondary
                goal of long-term capital growth. The Fund invests in a mix of
                equity securities and debt securities.

INVESCO VIF - DYNAMICS DIVISION

              INVESTS IN: INVESCO VIF - Dynamics Fund
              INVESTMENT ADVISOR: INVESCO Funds Group
              INVESTMENT OBJECTIVE: seeks long-term capital growth by investing
                primarily in equity securities.

INVESCO VIF - HEALTH SCIENCES DIVISION

              INVESTS IN: INVESCO VIF - Health Sciences Fund
              INVESTMENT ADVISOR: INVESCO Funds Group
              INVESTMENT OBJECTIVE: seeks long-term capital growth. The Fund
                invests primarily in equity securities.

INVESCO VIF - SMALL COMPANY GROWTH DIVISION

              INVESTS IN: INVESCO VIF - Small Company Growth Fund
              INVESTMENT ADVISOR: INVESCO Funds Group
              INVESTMENT OBJECTIVE: seeks long-term capital growth by investing
                primarily in small-capitalization companies.



INVESCO VIF - TECHNOLOGY DIVISION

              INVESTS IN: INVESCO VIF - Technology Fund
              INVESTMENT ADVISOR: INVESCO Funds Group
              INVESTMENT OBJECTIVE: seeks long-term capital growth by investing
                primarily in equity securities and equity related instruments of
                companies engaged in technology related industries.

JANUS ASPEN AGGRESSIVE GROWTH DIVISION

              INVESTS IN: Janus Aspen Series Aggressive Growth Portfolio
              INVESTMENT ADVISOR: Janus Capital Management LLC
              INVESTMENT OBJECTIVE: seeks long-term growth of capital. It
                pursues its objective by investing primarily in common stocks
                selected for their growth potential, and normally invests at
                least 50% of its equity assets in medium-sized companies.

JANUS ASPEN BALANCED DIVISION

              INVESTS IN: Janus Aspen Series Balanced Portfolio
              INVESTMENT ADVISOR: Janus Capital Management LLC
              INVESTMENT OBJECTIVE: seeks long-term growth of capital,
                consistent with preservation of capital and balanced by current
                income.

JANUS ASPEN CORE EQUITY DIVISION

              INVESTS IN: Janus Aspen Series Core Equity Portfolio
              INVESTMENT ADVISOR: Janus Capital Management LLC
              INVESTMENT OBJECTIVE: seeks long-term growth of capital by
                normally investing at least 80% of its assets in equity
                securities selected for their growth potential.

JANUS ASPEN FLEXIBLE INCOME DIVISION

              INVESTS IN: Janus Aspen Series Flexible Income Portfolio
              INVESTMENT ADVISOR: Janus Capital Management LLC
              INVESTMENT OBJECTIVE: seeks to obtain maximum total return,
                consistent with preservation of capital by primarily investing
                in a wide variety of income producing securities such as
                corporate bonds and notes, government securities and preferred
                stock.

JANUS ASPEN INTERNATIONAL GROWTH DIVISION

              INVESTS IN: Janus Aspen Series International Growth Portfolio
              INVESTMENT ADVISOR: Janus Capital Management LLC
              INVESTMENT OBJECTIVE: seeks long-term growth of capital by
                investing at least 65% of total assets in securities of issuers
                from at least five different countries, excluding the United
                States.



JANUS ASPEN STRATEGIC VALUE DIVISION

              INVESTS IN: Janus Aspen Series Strategic Value Portfolio
              INVESTMENT ADVISOR: Janus Capital Management LLC
              INVESTMENT OBJECTIVE: seeks long-term growth of capital by
                investing primarily in common stocks with the potential for
                long-term growth of capital using a "value" approach.

JANUS ASPEN WORLDWIDE GROWTH DIVISION

              INVESTS IN: Janus Aspen Series Worldwide Growth Portfolio
              INVESTMENT ADVISOR: Janus Capital Management LLC
              INVESTMENT OBJECTIVE: seeks long-term growth of capital in a
                manner consistent with the preservation of capital by investing
                primarily in common stocks of companies of any size throughout
                the world.

JP MORGAN BOND DIVISION

              INVESTS IN: JP Morgan Bond
              INVESTMENT ADVISOR: JP Morgan Fleming Asset Management
              INVESTMENT OBJECTIVE: seeks to provide a steady stream of current
                income and to maintain liquidity.

JP MORGAN SMALLCAP DIVISION

              INVESTS IN: JP Morgan Small Company
              INVESTMENT ADVISOR: JP Morgan Fleming Asset Management
              INVESTMENT OBJECTIVE: seeks long-term growth of capital from small
                company stocks

MFS VIT EMERGING GROWTH DIVISION

              INVESTS IN: MFS VIT Emerging Growth
              INVESTMENT ADVISOR: Massachusetts Financial Services Company
              INVESTMENT OBJECTIVE: seeks emerging growth companies for
                long-term growth of capital.

MFS VIT MIDCAP GROWTH DIVISION

              INVESTS IN: MFS VIT MidCap Growth
              INVESTMENT ADVISOR: Massachusetts Financial Services Company
              INVESTMENT OBJECTIVE: seeks long-term growth of capital from
                mid-capitalization company stocks.


MFS VIT NEW DISCOVERY DIVISION

              INVESTS IN: MFS VIT New Discovery
              INVESTMENT ADVISOR: Massachusetts Financial Services Company
              INVESTMENT OBJECTIVE: seeks long-term growth potential from small
                company stocks.

MFS VIT VALUE DIVISION

              INVESTS IN: MFS VIT Value
              INVESTMENT ADVISOR: Massachusetts Financial Services Company
              INVESTMENT OBJECTIVE: seeks undervalued income producing stocks
                with capital appreciation potential.

NEUBERGER BERMAN AMT GUARDIAN DIVISION

              INVESTS IN: Neuberger Berman AMT Guardian
              INVESTMENT ADVISOR: Neuberger Berman Management Inc.
              INVESTMENT OBJECTIVE: seeks long-term growth of capital and,
                secondarily, current income by primarily investing in stocks of
                long-established companies considered to be undervalued in
                comparison to stocks of similar companies.

BOND DIVISION

              INVESTS IN: Principal Variable Contracts Fund - Bond Account
              INVESTMENT ADVISOR: Principal Management Corporation
              INVESTMENT OBJECTIVE: to provide as high a level of income as is
                consistent with preservation of capital and prudent investment
                risk.

CAPITAL VALUE DIVISION

              INVESTS IN: Principal Variable Contracts Fund - Capital Value
                Account
              INVESTMENT ADVISOR: Invista Capital Management, LLC through a
                sub-advisory agreement
              INVESTMENT OBJECTIVE: to provide long-term capital appreciation
                and secondarily growth investment income. The Account seeks to
                achieve its investment objectives through the purchase primarily
                of common stocks, but the Account may invest in other
                securities.

EQUITY GROWTH DIVISION

              INVESTS IN: Principal Variable Contracts Fund - Equity Growth
                Account
              INVESTMENT ADVISOR: Morgan Stanley Asset Management through a
                sub-advisory agreement
              INVESTMENT OBJECTIVE: to provide long-term capital appreciation by
                investing primarily in growth-oriented common stocks of medium
                and large capitalization U.S. corporations and, to a limited
                extent, foreign corporations.


 GOVERNMENT SECURITIES DIVISION

              INVESTS IN: Principal Variable Contracts Fund - Government
                Securities Account
              INVESTMENT ADVISOR: Principal Capital Income Investors, LLC
                through a sub-advisory agreement
              INVESTMENT OBJECTIVE: to seek a high level of current income,
                liquidity and safety of principal.

GROWTH DIVISION

              INVESTS IN: Principal Variable Contracts Fund - Growth Account
              INVESTMENT ADVISOR: Invista Capital Management, LLC through a
                sub-advisory agreement
              INVESTMENT OBJECTIVE: to seek growth of capital. The Account seeks
                to achieve its objective through the purchase primarily of
                common stocks, but the Account may invest in other securities.

INTERNATIONAL DIVISION

              INVESTS IN: Principal Variable Contracts Fund - International
                Account
              INVESTMENT ADVISOR: Invista Capital Management, LLC through a
                sub-advisory agreement
              INVESTMENT OBJECTIVE: to seek long-term growth of capital by
                investing in a portfolio of equity securities domiciled in any
                of the nations of the world.

INTERNATIONAL SMALLCAP DIVISION

              INVESTS IN: Principal Variable Contracts Fund - International
                SmallCap Account
              INVESTMENT ADVISOR: Invista Capital Management, LLC through a
                sub-advisory agreement
              INVESTMENT OBJECTIVE: to seek long-term growth of capital. The
                Account will attempt to achieve its objective by investing
                primarily in equity securities of non-U.S. companies with
                comparatively smaller market capitalizations.

LARGECAP BLEND DIVISION

              INVESTS IN: Principal Variable Contracts Fund - LargeCap Blend
                Account
              INVESTMENT ADVISOR: Federated Investment Management Company
                through a sub-advisory agreement
              INVESTMENT OBJECTIVE: seeks long-term growth of capital.

LARGECAP GROWTH DIVISION

              INVESTS IN: Principal Variable Contracts Fund - LargeCap Growth
                Account
              INVESTMENT ADVISOR: Janus Capital Management LLC through a
                sub-advisory agreement
              INVESTMENT OBJECTIVE: seeks long-term growth of capital by
                investing primarily in equity securities of growth companies.



LARGECAP VALUE DIVISION

              INVESTS IN: Principal Variable Contracts Fund - LargeCap Value
                Account
              INVESTMENT ADVISOR: Alliance Capital Management LP through its
                Bernstein Investment Research and Management unit through a
                sub-advisory agreement
              INVESTMENT OBJECTIVE: to seek long-term growth of capital.

MIDCAP DIVISION

              INVESTS IN: Principal Variable Contracts Fund - MidCap Account
              INVESTMENT ADVISOR: Invista Capital Management, LLC through a
                sub-advisory agreement
              INVESTMENT OBJECTIVE: to achieve capital appreciation by investing
                primarily in securities of emerging and other growth-oriented
                companies.

MIDCAP GROWTH DIVISION

              INVESTS IN: Principal Variable Contracts Fund - MidCap Growth
                Account
              INVESTMENT ADVISOR: The Dreyfus Corporation through a sub-advisory
                agreement
              INVESTMENT OBJECTIVE: to seek long-term growth of capital. The
                Account will attempt to achieve its objective by investing
                primarily in growth stocks of medium market capitalization
                companies.

MIDCAP GROWTH EQUITY DIVISION

              INVESTS IN: Principal Variable Contracts Fund - MidCap Growth
                Equity Account
              INVESTMENT ADVISOR: Turner Investment Partners, Inc. through a
                sub-advisory agreement
              INVESTMENT OBJECTIVE: seeks to achieve long-term growth of capital
                by investing primarily in medium capitalization U.S. companies
                with strong earnings growth potential.

MIDCAP VALUE DIVISION

              INVESTS IN: Principal Variable Contracts Fund - MidCap Value
                Account
              INVESTMENT ADVISOR: Neuberger Berman Management, Inc. through a
                sub-advisory agreement.
              INVESTMENT OBJECTIVE: seeks long-term growth of capital by
                investing primarily in equity securities of companies with value
                characteristics and medium market capitalizations.

MONEY MARKET DIVISION

              INVESTS IN: Principal Variable Contracts Fund - Money Market
                Account
              INVESTMENT ADVISOR: Principal Management Corporation
              INVESTMENT OBJECTIVE: to seek as high a level of current income
                available from short-term securities as is considered consistent
                with preservation of principal and maintenance of liquidity by
                investing all of its assets in a portfolio of money market
                instruments.



REAL ESTATE DIVISION

              INVESTS IN: Principal Variable Contracts Fund - Real Estate
                Account
              INVESTMENT ADVISOR: Principal Management Corporation
              INVESTMENT OBJECTIVE: to seek to generate a high total return. The
                Account will attempt to achieve its objective by investing
                primarily in equity securities of companies principally engaged
                in the real estate industry.

SMALLCAP DIVISION

              INVESTS IN: Principal Variable Contracts Fund - SmallCap Account
              INVESTMENT ADVISOR: Invista Capital Management, LLC through a
                sub-advisory agreement
              INVESTMENT OBJECTIVE: to seek long-term growth of capital. The
                Account will attempt to achieve its objective by investing
                primarily in equity securities of both growth and value oriented
                companies with comparatively smaller market capitalizations.

SMALLCAP GROWTH DIVISION

              INVESTS IN: Principal Variable Contracts Fund - SmallCap Growth
                Account
              INVESTMENT ADVISOR: Berger Financial Group LLC through a
                sub-advisory agreement
              INVESTMENT OBJECTIVE: to seek long-term growth of capital. The
                Account will attempt to achieve its objective by investing
                primarily in equity securities of growth companies with
                comparatively smaller market capitalizations.

SMALLCAP VALUE DIVISION

              INVESTS IN: Principal Variable Contracts Fund - SmallCap Value
                Account
              INVESTMENT ADVISOR: J.P. Morgan Investment Management, Inc.
                through a sub-advisory agreement
              INVESTMENT OBJECTIVE: to seek long-term growth of capital by
                investing primarily in equity securities of small companies with
                value characteristics and comparatively smaller market
                capitalizations.

PUTNAM VT GROWTH & INCOME DIVISION

              INVESTS IN: Putnam VT Growth & Income Fund
              INVESTMENT ADVISOR: Putnam Investment Management, Inc.
              INVESTMENT OBJECTIVE: seeks capital growth and current income by
                investing mainly in common stocks of U.S. companies.



PUTNAM VT INTERNATIONAL GROWTH DIVISION

              INVESTS IN: Putnam VT International Growth Fund
              INVESTMENT ADVISOR: Putnam Investment Management, Inc.
              INVESTMENT OBJECTIVE: seeks capital appreciation by investing
                mainly in common stocks of companies outside the U.S.

PUTNAM VT VOYAGER DIVISION

              INVESTS IN: Putnam VT Voyager Fund
              INVESTMENT ADVISOR: Putnam Investment Management, Inc.
              INVESTMENT OBJECTIVE: seeks capital appreciation by investing
                primarily in common stocks of U.S. companies.

VANGUARD VIF BALANCED DIVISION

              INVESTS IN: Vanguard VIF Balanced Portfolio
              INVESTMENT ADVISOR: Wellington Management Company
              INVESTMENT OBJECTIVE: seeks a reasonable level of income with
                conservation of capital. The Portfolio invests primarily in
                common stocks of large and medium size companies.

VANGUARD VIF EQUITY INDEX DIVISION

              INVESTS IN: Vanguard VIF Equity Index Portfolio
              INVESTMENT ADVISOR: Vanguard Quantitative Equity Group
              INVESTMENT OBJECTIVE: seeks long-term growth of capital and income
                to match the performance of a broad-based market index of stocks
                of large U.S. companies.

VANGUARD VIF MIDCAP INDEX DIVISION

              INVESTS IN: Vanguard VIF MidCap Index Portfolio
              INVESTMENT ADVISOR: Vanguard Quantitative Equity Group
              INVESTMENT OBJECTIVE: seeks long-term growth of capital by
                attempting to match the performance of a broad-based market
                index of medium size U.S. Companies.

WELLS FARGO VT ASSET ALLOCATION DIVISION

              INVESTS IN: Wells Fargo VT Asset Allocation Fund
              INVESTMENT ADVISOR: Wells Capital Management Incorporated through
                a sub-advisory agreement
              INVESTMENT OBJECTIVE: seeks to earn long-term total return
                consistent with reasonable risk. The Fund invests in equity and
                fixed-income securities in varying proportions, with an emphasis
                on equity securities.



WELLS FARGO VT EQUITY INCOME DIVISION

              INVESTS IN: Wells Fargo VT Equity Income Fund
              INVESTMENT ADVISOR: Wells Capital Management Incorporated through
                a sub-advisory agreement
              INVESTMENT OBJECTIVE: seeks to provide long-term capital
                appreciation and above average dividend income. The Fund invests
                in common stocks of large U.S. companies.

WELLS FARGO VT LARGE COMPANY GROWTH DIVISION

              INVESTS IN: Wells Fargo VT Large Company Growth Fund
              INVESTMENT ADVISOR: Peregrine Capital Management, Inc. through a
                sub-advisory agreement
              INVESTMENT OBJECTIVE: seeks to provide long-term capital
                appreciation. The Fund invests in common stocks of large U.S.
                companies.




APPENDIX B - ILLUSTRATIONS


Illustration 1             PRINCIPAL LIFE INSURANCE COMPANY
                           EXECUTIVE VARIABLE UNIVERSAL LIFE
PLANNED PREMIUM $20,000    MALE AGE 45 PREFERRED NON-SMOKER     Initial Face Amount $1,000,000
                             ASSUMING CURRENT CHARGES                   Death Benefit Option 1
                                 (All States)

- ------------------------------------------------------------------------------------------------------------------

                                                                          Death Benefit (2)
                                                                    Assuming Hypothetical Gross
                                                                    Annual Investment Return of
                                            ---------------------------------------------------------------------


   End of           Accumulated                    0%                        6%                       12%
    Year            Premiums (1)               (-.99% Net)              (5.01% Net)               (11.01% Net)
- --------------      -----------------       ------------------        -----------------         -----------------
                                                                                        
      1                       21,000                1,000,000                1,000,000                 1,000,000
      2                       43,050                1,000,000                1,000,000                 1,000,000
      3                       66,203                1,000,000                1,000,000                 1,000,000
      4                       90,513                1,000,000                1,000,000                 1,000,000
      5                      116,038                1,000,000                1,000,000                 1,000,000
      6                      142,840                1,000,000                1,000,000                 1,000,000
      7                      170,982                1,000,000                1,000,000                 1,000,000
      8                      200,531                1,000,000                1,000,000                 1,000,000
      9                      231,558                1,000,000                1,000,000                 1,000,000
     10                      264,136                1,000,000                1,000,000                 1,000,000
     11                      298,343                1,000,000                1,000,000                 1,000,000
     12                      334,260                1,000,000                1,000,000                 1,000,000
     13                      371,973                1,000,000                1,000,000                 1,000,000
     14                      411,571                1,000,000                1,000,000                 1,000,000
     15                      453,150                1,000,000                1,000,000                 1,000,000
     20                      694,385                1,000,000                1,000,000                 1,359,488
     25                    1,002,269                1,000,000                1,000,000                 2,274,815
     30                    1,395,216                1,000,000                1,118,145                 3,594,114


- ----------------------------------------------------------------------------------------------------------------------------

                                                                                  Policy Value (2)
                                                                             Assuming Hypothetical Gross
                                                                             Annual Investment Return of
                                                  -------------------------------------------------------------------------


   End of           Accumulated                        0%                          6%                           12%
    Year            Premiums (1)                   (-.99% Net)                (5.01% Net)                  (11.01% Net)
- --------------      -----------------             --------------             ---------------             ------------------
                                                                                                   
      1                       21,000                     17,043                      18,099                         19,156
      2                       43,050                     33,501                      36,670                         39,968
      3                       66,203                     49,355                      55,712                         62,591
      4                       90,513                     64,728                      75,367                         87,345
      5                      116,038                     79,672                      95,714                        114,515
      6                      142,840                     94,143                     116,735                        144,310
      7                      170,982                    108,254                     138,581                        177,142
      8                      200,531                    121,989                     161,276                        213,329
      9                      231,558                    135,318                     184,831                        253,218
     10                      264,136                    148,202                     209,254                        297,191
     11                      298,343                    160,690                     234,723                        345,970
     12                      334,260                    172,570                     261,033                        399,779
     13                      371,973                    183,739                     288,150                        459,162
     14                      411,571                    196,906                     318,542                        526,630
     15                      453,150                    209,652                     350,204                        601,347
     20                      694,385                    266,105                     529,684                      1,114,334
     25                    1,002,269                    310,170                     755,008                      1,961,048
     30                    1,395,216                    337,986                   1,044,996                      3,358,985


- --------------------------------------------------------------------------------------------------------------------------

                                                                                       Surrender Value (2)
                                                                                   Assuming Hypothetical Gross
                                                                                   Annual Investment Return of
                                                 --------------------------------------------------------------------


   End of           Accumulated                        0%                          6%                     12%
    Year            Premiums (1)                  (-.99% Net)                 (5.01% Net)            (11.01% Net)
- --------------      -----------------            ---------------             ---------------       ------------------
                                                                                            
      1                       21,000                      6,311                       7,367                    8,423
      2                       43,050                     22,768                      25,938                   29,235
      3                       66,203                     38,623                      44,980                   51,858
      4                       90,513                     54,711                      65,350                   77,328
      5                      116,038                     71,086                      87,128                  105,929
      6                      142,840                     86,988                     109,580                  137,155
      7                      170,982                    102,530                     132,857                  171,418
      8                      200,531                    117,696                     156,983                  209,036
      9                      231,558                    132,456                     181,969                  250,356
     10                      264,136                    146,771                     207,823                  295,760
     11                      298,343                    160,690                     234,723                  345,970
     12                      334,260                    172,570                     261,033                  399,779
     13                      371,973                    183,739                     288,150                  459,162
     14                      411,571                    196,906                     318,542                  526,630
     15                      453,150                    209,652                     350,204                  601,347
     20                      694,385                    266,105                     529,684                1,114,334
     25                    1,002,269                    310,170                     755,008                1,961,048
     30                    1,395,216                    337,986                   1,044,996                3,358,985




(1)  Assumes net interest of 5% compounded annually.
(2)  Assumes no policy loans have been made.

The death benefit, policy value and surrender value will differ if premiums are
paid in different amounts or frequencies. It is emphasized that the hypothetical
investment results are illustrative only and should not be deemed to be a
representation of past or future investment results. Actual investment results
may be more or less than those shown. The death benefit, policy value and
surrender value for a policy would be different from those shown if actual rates
of investment return applicable to the policy averaged 0%, 6%, or 12% over a
period of years, but also fluctuated above or below that average for individual
policy years. The death benefit, policy value and surrender value for a policy
would also be different from those shown, depending on the investment
allocations made to the investment divisions of the separate account and the
different rates or return of the Fund portfolios, if the actual rates of
investment return applicable to the policy averaged 0%, 6%, or 12%, but varied
above or below that average for individual divisions. No representations can be
made that these hypothetical rates of return can be achieved for any one year or
sustained over any period of time.





Illustration 3            PRINCIPAL LIFE INSURANCE COMPANY
                          EXECUTIVE VARIABLE UNIVERSAL LIFE
PLANNED PREMIUM $20,000   MALE AGE 45 PREFERRED NON-SMOKER      Initial Face Amount $1,000,000
                              ASSUMING CURRENT CHARGES                  Death Benefit Option 2
                                   (All States)

- -----------------------------------------------------------------------------------------------------------------

                                                                          Death Benefit (2)
                                                                     Assuming Hypothetical Gross
                                                                      Annual Investment Return of
                                            ---------------------------------------------------------------------


   End of           Accumulated                    0%                        6%                       12%
    Year            Premiums (1)               (-.99% Net)              (5.01% Net)               (11.01% Net)
- --------------      -----------------       ------------------        -----------------         -----------------
                                                                                        
      1                       21,000                1,017,029                1,018,084                 1,019,139
      2                       43,050                1,033,445                1,036,609                 1,039,901
      3                       66,203                1,049,219                1,055,556                 1,062,413
      4                       90,513                1,064,467                1,075,056                 1,086,978
      5                      116,038                1,079,236                1,095,175                 1,113,855
      6                      142,840                1,093,480                1,115,883                 1,143,224
      7                      170,982                1,107,308                1,137,318                 1,175,465
      8                      200,531                1,120,697                1,159,481                 1,210,850
      9                      231,558                1,133,604                1,182,355                 1,249,659
     10                      264,136                1,145,976                1,205,911                 1,292,189
     11                      298,343                1,157,830                1,230,258                 1,339,016
     12                      334,260                1,168,927                1,255,125                 1,390,016
     13                      371,973                1,179,129                1,280,383                 1,446,049
     14                      411,571                1,191,794                1,309,505                 1,510,622
     15                      453,150                1,203,930                1,339,617                 1,581,701
     20                      694,385                1,255,033                1,504,607                 2,059,378
     25                    1,002,269                1,288,648                1,695,722                 2,833,850
     30                    1,395,216                1,297,829                1,910,446                 4,090,690


- ---------------------------------------------------------------------------------------------------------------------

                                                                           Policy Value (2)
                                                                     Assuming Hypothetical Gross
                                                                     Annual Investment Return of
                                           -------------------------------------------------------------------------


   End of           Accumulated                 0%                          6%                           12%
    Year            Premiums (1)            (-.99% Net)                (5.01% Net)                  (11.01% Net)
- --------------      -----------------      --------------             ---------------             ------------------
                                                                                           
      1                       21,000              17,029                      18,084                         19,139
      2                       43,050              33,445                      36,609                         39,901
      3                       66,203              49,219                      55,556                         62,416
      4                       90,513              64,467                      75,056                         86,978
      5                      116,038              79,236                      95,175                        113,855
      6                      142,840              93,480                     115,883                        143,224
      7                      170,982             107,308                     137,318                        175,465
      8                      200,531             120,697                     159,481                        210,850
      9                      231,558             133,604                     182,355                        249,659
     10                      264,136             145,976                     205,911                        292,189
     11                      298,343             157,830                     230,258                        339,016
     12                      334,260             168,927                     255,125                        390,200
     13                      371,973             179,129                     280,383                        446,049
     14                      411,571             191,794                     309,505                        510,622
     15                      453,150             203,930                     339,617                        581,701
     20                      694,385             255,033                     504,607                      1,059,378
     25                    1,002,269             288,648                     695,722                      1,833,850
     30                    1,395,216             297,829                     910,446                      3,090,690


- --------------------------------------------------------------------------------------------------------------

                                                                                Surrender Value (2)
                                                                            Assuming Hypothetical Gross
                                                                            Annual Investment Return of
                                          --------------------------------------------------------------------


   End of           Accumulated                 0%                          6%                     12%
    Year            Premiums (1)           (-.99% Net)                 (5.01% Net)            (11.01% Net)
- --------------      -----------------     ---------------             ---------------       ------------------
                                                                                     
      1                       21,000               6,296                       7,351                    8,407
      2                       43,050              22,713                      25,877                   29,168
      3                       66,203              38,486                      44,824                   51,681
      4                       90,513              54,450                      65,039                   76,961
      5                      116,038              70,650                      86,589                  105,269
      6                      142,840              86,325                     108,728                  136,069
      7                      170,982             101,584                     131,594                  169,741
      8                      200,531             116,404                      15,518                  206,557
      9                      231,558             130,742                     179,493                  246,797
     10                      264,136             144,545                     204,480                  290,758
     11                      298,343             157,830                     230,258                  339,016
     12                      334,260             168,927                     255,125                  390,200
     13                      371,973             179,129                     280,383                  446,049
     14                      411,571             191,794                     309,505                  510,622
     15                      453,150             203,930                     339,617                  581,701
     20                      694,385             255,033                     504,607                1,059,378
     25                    1,002,269             288,648                     695,722                1,833,850
     30                    1,395,216             297,829                     910,446                3,090,690



(1)  Assumes net interest of 5% compounded annually.
(2)  Assumes no policy loans have been made.

The death benefit, policy value and surrender value will differ if premiums are
paid in different amounts or frequencies. It is emphasized that the hypothetical
investment results are illustrative only and should not be deemed to be a
representation of past or future investment results. Actual investment results
may be more or less than those shown. The death benefit, policy value and
surrender value for a policy would be different from those shown if actual rates
of investment return applicable to the policy averaged 0%, 6%, or 12% over a
period of years, but also fluctuated above or below that average for individual
policy years. The death benefit, policy value and surrender value for a policy
would also be different from those shown, depending on the investment
allocations made to the investment divisions of the separate account and the
different rates or return of the Fund portfolios, if the actual rates of
investment return applicable to the policy averaged 0%, 6%, or 12%, but varied
above or below that average for individual divisions. No representations can be
made that these hypothetical rates of return can be achieved for any one year or
sustained over any period of time.





Illustration 5             PRINCIPAL LIFE INSURANCE COMPANY
                           EXECUTIVE VARIABLE UNIVERSAL LIFE
PLANNED PREMIUM $20,000    MALE AGE 45 PREFERRED NON-SMOKER       Initial Face Amount $1,000,000
                               ASSUMING CURRENT CHARGES                   Death Benefit Option 3
                                    (All States)

- -----------------------------------------------------------------------------------------------------------------

                                                                          Death Benefit (2)
                                                                   Assuming Hypothetical Gross
                                                                   Annual Investment Return of
                                            ---------------------------------------------------------------------


   End of           Accumulated                    0%                        6%                       12%
    Year            Premiums (1)               (-.99% Net)              (5.01% Net)               (11.01% Net)
- --------------      -----------------       ------------------        -----------------         -----------------
                                                                                        
      1                       21,000                1,020,000                1,020,000                 1,020,000
      2                       43,050                1,040,000                1,040,000                 1,040,000
      3                       66,203                1,060,000                1,060,000                 1,060,000
      4                       90,513                1,080,000                1,080,000                 1,080,000
      5                      116,038                1,100,000                1,100,000                 1,100,000
      6                      142,840                1,120,000                1,120,000                 1,120,000
      7                      170,982                1,140,000                1,140,000                 1,140,000
      8                      200,531                1,160,000                1,160,000                 1,160,000
      9                      231,558                1,180,000                1,180,000                 1,180,000
     10                      264,136                1,200,000                1,200,000                 1,200,000
     11                      298,343                1,220,000                1,220,000                 1,220,000
     12                      334,260                1,240,000                1,240,000                 1,240,000
     13                      371,973                1,260,000                1,260,000                 1,260,000
     14                      411,571                1,280,000                1,280,000                 1,280,000
     15                      453,150                1,300,000                1,300,000                 1,300,000
     20                      694,385                1,400,000                1,400,000                 1,400,000
     25                    1,002,269                1,500,000                1,500,000                 2,213,983
     30                    1,395,216                1,600,000                1,600,000                 3,501,519


- ---------------------------------------------------------------------------------------------------------------

                                                                      Policy Value (2)
                                                                Assuming Hypothetical Gross
                                                                Annual Investment Return of
                                      -------------------------------------------------------------------------


   End of           Accumulated            0%                          6%                           12%
    Year            Premiums (1)       (-.99% Net)                (5.01% Net)                  (11.01% Net)
- --------------      ----------------- --------------             ---------------             ------------------
                                                                                      
      1                       21,000         17,027                      18,082                         19,138
      2                       43,050         33,437                      36,603                         39,897
      3                       66,203         49,195                      55,541                         62,409
      4                       90,513         64,416                      75,029                         86,981
      5                      116,038         79,145                      95,133                        113,878
      6                      142,840         93,330                     115,826                        143,294
      7                      170,982        107,079                     137,245                        175,620
      8                      200,531        120,364                     159,396                        211,149
      9                      231,558        133,136                     182,265                        250,188
     10                      264,136        145,331                     205,827                        293,073
     11                      298,343        156,952                     230,199                        340,443
     12                      334,260        167,742                     255,117                        392,441
     13                      371,973        177,537                     280,466                        449,495
     14                      411,571        189,978                     309,661                        515,060
     15                      453,150        201,836                     339,889                        587,483
     20                      694,385        250,209                     506,802                      1,082,792
     25                    1,002,269        277,160                     705,015                      1,908,606
     30                    1,395,216        270,574                     940,569                      3,272,448


- ----------------------------------------------------------------------------------------------------------------------

                                                                                   Surrender Value (2)
                                                                               Assuming Hypothetical Gross
                                                                               Annual Investment Return of
                                             --------------------------------------------------------------------


   End of           Accumulated                    0%                          6%                     12%
    Year            Premiums (1)              (-.99% Net)                 (5.01% Net)            (11.01% Net)
- --------------      -----------------        ---------------             ---------------       ------------------
                                                                                        
      1                       21,000                  6,294                       7,350                    8,406
      2                       43,050                 22,704                      25,871                   29,165
      3                       66,203                 38,462                      44,809                   51,677
      4                       90,513                 54,399                      65,012                   76,964
      5                      116,038                 70,559                      86,547                  105,292
      6                      142,840                 86,175                     108,671                  136,139
      7                      170,982                101,355                     131,521                  169,896
      8                      200,531                116,071                     155,103                  206,856
      9                      231,558                130,274                     179,403                  247,326
     10                      264,136                143,900                     204,396                  291,642
     11                      298,343                156,952                     230,199                  340,443
     12                      334,260                167,742                     255,117                  392,441
     13                      371,973                177,537                     280,466                  449,495
     14                      411,571                189,978                     309,661                  515,060
     15                      453,150                201,836                     339,889                  587,483
     20                      694,385                250,209                     506,802                1,082,792
     25                    1,002,269                277,160                     705,015                1,908,606
     30                    1,395,216                270,574                     940,569                3,272,448




(1)  Assumes net interest of 5% compounded annually.
(2)  Assumes no policy loans have been made.

The death benefit, policy value and surrender value will differ if premiums are
paid in different amounts or frequencies. It is emphasized that the hypothetical
investment results are illustrative only and should not be deemed to be a
representation of past or future investment results. Actual investment results
may be more or less than those shown. The death benefit, policy value and
surrender value for a policy would be different from those shown if actual rates
of investment return applicable to the policy averaged 0%, 6%, or 12% over a
period of years, but also fluctuated above or below that average for individual
policy years. The death benefit, policy value and surrender value for a policy
would also be different from those shown, depending on the investment
allocations made to the investment divisions of the separate account and the
different rates or return of the Fund portfolios, if the actual rates of
investment return applicable to the policy averaged 0%, 6%, or 12%, but varied
above or below that average for individual divisions. No





Illustration 2            PRINCIPAL LIFE INSURANCE COMPANY
                          EXECUTIVE VARIABLE UNIVERSAL LIFE
PLANNED PREMIUM $20,000    MALE AGE 45 PREFERRED NON-SMOKER    Initial Face Amount $1,000,000
                              ASSUMING GUARANTEED CHARGES              Death Benefit Option 1
                                    (All States)

- -------------------------------------------------------------------------------------------------------

                                                                   Death Benefit (2)
                                                              Assuming Hypothetical Gross
                                                              Annual Investment Return of
                                          -------------------------------------------------------------


   End of          Accumulated                  0%                     6%                     12%
    Year           Premiums (1)             (-.99% Net)           (5.01% Net)            (11.01% Net)
- --------------     -----------------      ----------------      -----------------       ---------------
                                                                               
      1                      21,000             1,000,000              1,000,000              1,000,000
      2                      43,050             1,000,000              1,000,000              1,000,000
      3                      66,203             1,000,000              1,000,000              1,000,000
      4                      90,513             1,000,000              1,000,000              1,000,000
      5                     116,038             1,000,000              1,000,000              1,000,000
      6                     142,840             1,000,000              1,000,000              1,000,000
      7                     170,982             1,000,000              1,000,000              1,000,000
      8                     200,531             1,000,000              1,000,000              1,000,000
      9                     231,558             1,000,000              1,000,000              1,000,000
     10                     264,136             1,000,000              1,000,000              1,000,000
     11                     298,343             1,000,000              1,000,000              1,000,000
     12                     334,260             1,000,000              1,000,000              1,000,000
     13                     371,973             1,000,000              1,000,000              1,000,000
     14                     411,571             1,000,000              1,000,000              1,000,000
     15                     453,150             1,000,000              1,000,000              1,000,000
     20                     694,385             1,000,000              1,000,000              1,151,926
     25                   1,002,269             1,000,000              1,000,000              1,918,882
     30                   1,395,216             1,000,000              1,000,000              3,004,797


- --------------------------------------------------------------------------------------------------------------

                                                                        Policy Value (2)
                                                                  Assuming Hypothetical Gross
                                                                  Annual Investment Return of
                                         ---------------------------------------------------------------------


   End of          Accumulated                0%                         6%                         12%
    Year           Premiums (1)           (-.99% Net)                (5.01% Net)                (11.01% Net)
- --------------     -----------------     --------------            ----------------            ---------------
                                                                                     
      1                      21,000             14,617                      15,595                     16,576
      2                      43,050             28,820                      31,694                     34,689
      3                      66,203             42,602                      48,309                     54,498
      4                      90,513             55,957                      65,459                     76,183
      5                     116,038             68,859                      83,142                     99,926
      6                     142,840             81,220                     101,291                    125,860
      7                     170,982             93,075                     119,970                    154,279
      8                     200,531            104,377                     139,162                    185,428
      9                     231,558            115,090                     158,860                    219,595
     10                     264,136            125,152                     179,040                    257,091
     11                     298,343            134,658                     199,897                    298,592
     12                     334,260            143,430                     221,257                    344,311
     13                     371,973            151,443                     243,144                    394,783
     14                     411,571            158,655                     265,573                    450,616
     15                     453,150            164,983                     288,531                    512,489
     20                     694,385            179,694                     410,952                    944,202
     25                   1,002,269            151,564                     546,536                  1,654,208
     30                   1,395,216             42,678                     703,418                  2,808,222


- ----------------------------------------------------------------------------------------------------------------

                                                                     Surrender Value (2)
                                                                 Assuming Hypothetical Gross
                                                                 Annual Investment Return of
                                         ------------------------------------------------------------------


   End of          Accumulated                0%                         6%                      12%
    Year           Premiums (1)           (-.99% Net)               (5.01% Net)              (11.01% Net)
- --------------     -----------------     --------------            ---------------          ---------------
                                                                                  
      1                      21,000              3,885                      4,863                    5,843
      2                      43,050             18,088                     20,961                   23,956
      3                      66,203             31,870                     37,577                   43,766
      4                      90,513             45,940                     55,442                   66,166
      5                     116,038             60,273                     74,556                   91,340
      6                     142,840             74,065                     94,136                  118,705
      7                     170,982             87,351                    114,246                  148,555
      8                     200,531            100,084                    134,869                  181,135
      9                     231,558            112,228                    155,998                  216,733
     10                     264,136            123,721                    177,609                  255,660
     11                     298,343            134,658                    199,897                  298,592
     12                     334,260            143,430                    221,257                  344,311
     13                     371,973            151,443                    243,144                  394,783
     14                     411,571            158,655                    265,573                  450,616
     15                     453,150            164,983                    288,531                  512,489
     20                     694,385            179,694                    410,952                  944,202
     25                   1,002,269            151,564                    546,536                1,654,208
     30                   1,395,216             42,678                    703,418                2,808,222




(1)  Assumes net interest of 5% compounded annually.
(2)  Assumes no policy loans have been made.

The death benefit, policy value and surrender value will differ if premiums are
paid in different amounts or frequencies. It is emphasized that the hypothetical
investment results are illustrative only and should not be deemed to be a
representation of past or future investment results. Actual investment results
may be more or less than those shown. The death benefit, policy value and
surrender value for a policy would be different from those shown if actual rates
of investment return applicable to the policy averaged 0%, 6%, or 12% over a
period of years, but also fluctuated above or below that average for individual
policy years. The death benefit, policy value and surrender value for a policy
would also be different from those shown, depending on the investment
allocations made to the investment divisions of the separate account and the
different rates or return of the Fund portfolios, if the actual rates of
investment return applicable to the policy averaged 0%, 6%, or 12%, but varied
above or below that average for individual divisions. No representations can be
made that these hypothetical rates of return can be achieved for any one year or
sustained over any period of time.





Illustration 4             PRINCIPAL LIFE INSURANCE COMPANY
                           EXECUTIVE VARIABLE UNIVERSAL LIFE
PLANNED PREMIUM $20,000    MALE AGE 45 PREFERRED NON-SMOKER      Initial Face Amount $1,000,000
                              ASSUMING GUARANTEED CHARGES                Death Benefit Option 2
                                    (All States)

- ---------------------------------------------------------------------------------------------------------

                                                                   Death Benefit (2)
                                                              Assuming Hypothetical Gross
                                                              Annual Investment Return of
                                          --------------------------------------------------------------


   End of          Accumulated                  0%                     6%                     12%
    Year           Premiums (1)             (-.99% Net)           (5.01% Net)            (11.01% Net)
- --------------     -----------------      ----------------      -----------------       ----------------
                                                                                  
      1                      21,000             1,014,563              1,015,538              1,016,515
      2                      43,050             1,028,657              1,031,513              1,034,490
      3                      66,203             1,042,268              1,047,925              1,054,059
      4                      90,513             1,055,384              1,064,774              1,075,370
      5                     116,038             1,067,973              1,082,040              1,098,564
      6                     142,840             1,079,936              1,099,630              1,123,725
      7                     170,982             1,091,298              1,117,578              1,151,082
      8                     200,531             1,101,998              1,135,830              1,180,793
      9                     231,558             1,111,986              1,154,337              1,213,043
     10                     264,136             1,121,182              1,173,019              1,248,006
     11                     298,343             1,129,660              1,192,007              1,286,183
     12                     334,260             1,137,227              1,211,059              1,327,584
     13                     371,973             1,143,844              1,230,127              1,372,500
     14                     411,571             1,149,456              1,249,140              1,421,234
     15                     453,150             1,153,956              1,267,973              1,474,066
     20                     694,385             1,155,344              1,353,755              1,810,939
     25                   1,002,269             1,106,188              1,403,641              2,303,886
     30                   1,395,216                     -              1,370,644              3,013,285


- ---------------------------------------------------------------------------------------------------------------

                                                                        Policy Value (2)
                                                                   Assuming Hypothetical Gross
                                                                   Annual Investment Return of
                                         ---------------------------------------------------------------------


   End of          Accumulated                0%                         6%                         12%
    Year           Premiums (1)           (-.99% Net)                (5.01% Net)                (11.01% Net)
- --------------     -----------------     --------------            ----------------            ---------------
                                                                                        
      1                      21,000             14,563                      15,538                     16,515
      2                      43,050             28,657                      31,513                     34,490
      3                      66,203             42,268                      47,925                     54,059
      4                      90,513             55,384                      64,774                     75,370
      5                     116,038             67,973                      82,040                     98,564
      6                     142,840             79,936                      99,630                    123,725
      7                     170,982             91,298                     117,578                    151,082
      8                     200,531            101,998                     135,830                    180,793
      9                     231,558            111,986                     154,337                    213,043
     10                     264,136            121,182                     173,019                    248,006
     11                     298,343            129,660                     192,007                    286,183
     12                     334,260            137,227                     211,059                    327,584
     13                     371,973            143,844                     230,127                    372,500
     14                     411,571            149,456                     249,140                    421,234
     15                     453,150            153,956                     267,973                    474,066
     20                     694,385            155,344                     353,755                    810,939
     25                   1,002,269            106,188                     403,641                  1,303,886
     30                   1,395,216                  -                     370,644                  2,013,285


- ---------------------------------------------------------------------------------------------------------------

                                                                    Surrender Value (2)
                                                                 Assuming Hypothetical Gross
                                                                 Annual Investment Return of
                                        ------------------------------------------------------------------


   End of          Accumulated               0%                         6%                      12%
    Year           Premiums (1)          (-.99% Net)               (5.01% Net)              (11.01% Net)
- --------------     -----------------    --------------            ---------------          ---------------
                                                                                    
      1                      21,000             3,830                      4,805                    2,782
      2                      43,050            17,924                     20,781                   23,757
      3                      66,203            31,536                     37,193                   43,327
      4                      90,513            45,367                     54,757                   65,353
      5                     116,038            59,387                     73,454                   89,978
      6                     142,840            72,781                     92,475                  116,570
      7                     170,982            85,574                    111,854                  145,358
      8                     200,531            97,705                    131,537                  176,500
      9                     231,558           109,124                    151,475                  210,181
     10                     264,136           119,751                    171,588                  246,575
     11                     298,343           129,660                    192,007                  286,183
     12                     334,260           137,227                    211,059                  327,584
     13                     371,973           143,844                    230,127                  372,500
     14                     411,571           149,456                    249,140                  421,234
     15                     453,150           153,956                    267,973                  474,066
     20                     694,385           155,344                    353,755                  810,939
     25                   1,002,269           106,188                    403,641                1,303,886
     30                   1,395,216                 -                    370,644                2,013,285



(1)  Assumes net interest of 5% compounded annually.
(2)  Assumes no policy loans have been made.

The death benefit, policy value and surrender value will differ if premiums are
paid in different amounts or frequencies. It is emphasized that the hypothetical
investment results are illustrative only and should not be deemed to be a
representation of past or future investment results. Actual investment results
may be more or less than those shown. The death benefit, policy value and
surrender value for a policy would be different from those shown if actual rates
of investment return applicable to the policy averaged 0%, 6%, or 12% over a
period of years, but also fluctuated above or below that average for individual
policy years. The death benefit, policy value and surrender value for a policy
would also be different from those shown, depending on the investment
allocations made to the investment divisions of the separate account and the
different rates or return of the Fund portfolios, if the actual rates of
investment return applicable to the policy averaged 0%, 6%, or 12%, but varied
above or below that average for individual divisions. No representations can be
made that these hypothetical rates of return can be achieved for any one year or
sustained over any period of time.





Illustration 6             PRINCIPAL LIFE INSURANCE COMPANY
                           EXECUTIVE VARIABLE UNIVERSAL LIFE
PLANNED PREMIUM $20,000    MALE AGE 45 PREFERRED NON-SMOKER      Initial Face Amount $1,000,000
                              ASSUMING GUARANTEED CHARGES                Death Benefit Option 3
                                     (All States)

- ---------------------------------------------------------------------------------------------------------

                                                                   Death Benefit (2)
                                                               Assuming Hypothetical Gross
                                                               Annual Investment Return of
                                          --------------------------------------------------------------


   End of          Accumulated                  0%                     6%                     12%
    Year           Premiums (1)             (-.99% Net)           (5.01% Net)            (11.01% Net)
- --------------     -----------------      ----------------      -----------------       ----------------
                                                                                  
      1                      21,000             1,020,000              1,020,000              1,020,000
      2                      43,050             1,040,000              1,040,000              1,040,000
      3                      66,203             1,060,000              1,060,000              1,060,000
      4                      90,513             1,080,000              1,080,000              1,080,000
      5                     116,038             1,100,000              1,100,000              1,100,000
      6                     142,840             1,120,000              1,120,000              1,120,000
      7                     170,982             1,140,000              1,140,000              1,140,000
      8                     200,531             1,160,000              1,160,000              1,160,000
      9                     231,558             1,180,000              1,180,000              1,180,000
     10                     264,136             1,200,000              1,200,000              1,200,000
     11                     298,343             1,220,000              1,220,000              1,220,000
     12                     334,260             1,240,000              1,240,000              1,240,000
     13                     371,973             1,260,000              1,260,000              1,260,000
     14                     411,571             1,280,000              1,280,000              1,280,000
     15                     453,150             1,300,000              1,300,000              1,300,000
     20                     694,385             1,400,000              1,400,000              1,400,000
     25                   1,002,269             1,500,000              1,500,000              1,718,525
     30                   1,395,216                     -              1,600,000              2,704,655


- --------------------------------------------------------------------------------------------------------------

                                                                        Policy Value (2)
                                                                   Assuming Hypothetical Gross
                                                                   Annual Investment Return of
                                         ---------------------------------------------------------------------


   End of          Accumulated                0%                         6%                         12%
    Year           Premiums (1)           (-.99% Net)                (5.01% Net)                (11.01% Net)
- --------------     -----------------     --------------            ----------------            ---------------
                                                                                        
      1                      21,000             14,551                      15,527                     16,506
      2                      43,050             28,612                      31,475                     34,459
      3                      66,203             42,166                      47,841                     53,998
      4                      90,513             55,192                      64,624                     75,273
      5                     116,038             67,651                      81,800                     98,436
      6                     142,840             79,438                      99,277                    123,582
      7                     170,982             90,564                     117,084                    150,955
      8                     200,531            100,545                     135,164                    180,740
      9                     231,558            110,545                     153,465                    213,155
     10                     264,136            119,229                     171,902                    248,420
     11                     298,343            127,054                     190,599                    287,099
     12                     334,260            133,798                     209,311                    329,287
     13                     371,973            139,389                     227,982                    375,383
     14                     411,571            143,727                     246,534                    425,827
     15                     453,150            146,651                     264,830                    481,089
     20                     694,385            132,510                     345,977                    852,372
     25                   1,002,269             38,886                     381,913                  1,481,487
     30                   1,395,216                  -                     295,278                  2,527,715


- ---------------------------------------------------------------------------------------------------------------

                                                                    Surrender Value (2)
                                                                 Assuming Hypothetical Gross
                                                                 Annual Investment Return of
                                        ------------------------------------------------------------------


   End of          Accumulated               0%                         6%                      12%
    Year           Premiums (1)          (-.99% Net)               (5.01% Net)              (11.01% Net)
- --------------     -----------------    --------------            ---------------          ---------------
                                                                                    
      1                      21,000             3,819                      4,795                    5,773
      2                      43,050            17,880                     20,743                   23,727
      3                      66,203            31,433                     37,109                   43,265
      4                      90,513            45,175                     54,607                   65,256
      5                     116,038            59,065                     73,214                   89,850
      6                     142,840            72,283                     92,122                  116,427
      7                     170,982            84,840                    111,360                  145,231
      8                     200,531            96,663                    130,871                  176,447
      9                     231,558           107,683                    150,603                  210,293
     10                     264,136           117,798                    170,471                  246,989
     11                     298,343           127,054                    190,599                  287,099
     12                     334,260           133,798                    209,311                  329,287
     13                     371,973           139,389                    227,982                  375,383
     14                     411,571           143,727                    246,534                  425,827
     15                     453,150           146,651                    264,830                  481,089
     20                     694,385           132,510                    345,977                  852,372
     25                   1,002,269            38,886                    381,913                1,481,487
     30                   1,395,216                 -                    295,278                2,527,715



(1)  Assumes net interest of 5% compounded annually.
(2)  Assumes no policy loans have been made.

The death benefit, policy value and surrender value will differ if premiums are
paid in different amounts or frequencies. It is emphasized that the hypothetical
investment results are illustrative only and should not be deemed to be a
representation of past or future investment results. Actual investment results
may be more or less than those shown. The death benefit, policy value and
surrender value for a policy would be different from those shown if actual rates
of investment return applicable to the policy averaged 0%, 6%, or 12% over a
period of years, but also fluctuated above or below that average for individual
policy years. The death benefit, policy value and surrender value for a policy
would also be different from those shown, depending on the investment
allocations made to the investment divisions of the separate account and the
different rates or return of the Fund portfolios, if the actual rates of
investment return applicable to the policy averaged 0%, 6%, or 12%, but varied
above or below that average for individual divisions. No representations can be
made that these hypothetical rates of return can be achieved for any one year or
sustained over any period of time.


APPENDIX C - TARGET PREMIUM


                                       TABLE 1:


                                                
                               STANDARD/PREFERRED
                                 TARGET PREMIUMS
                       ANNUAL PER $1000 POLICY FACE AMOUNT
                              NONSMOKER AND SMOKER
AGE     MALE     FEMALE    UNISEX          AGE       MALE     FEMALE      UNISEX
0       3.50       2.83      3.41           45      14.31      11.93       14.00
1       3.50       2.83      3.41           46      15.08      12.53       14.75
2       3.50       2.83      3.41           47      15.90      13.16       15.54
3       3.50       2.83      3.41           48      16.77      13.83       16.39
4       3.50       2.83      3.41           49      17.70      14.54       17.29
5       3.50       2.83      3.41           50      18.68      15.30       18.24
6       3.50       2.83      3.41           51      19.74      16.10       19.27
7       3.50       2.83      3.41           52      20.86      16.94       20.35
8       3.50       2.83      3.41           53      22.05      17.85       21.50
9       3.50       2.83      3.41           54      23.32      18.80       22.73
10      3.50       2.83      3.41           55      24.67      19.82       24.04
11      3.65       2.91      3.55           56      26.11      20.90       25.43
12      3.80       3.00      3.70           57      27.65      22.05       26.92
13      3.95       3.08      3.84           58      29.30      23.29       28.52
14      4.10       3.17      3.98           59      31.05      24.62       30.21
15      4.25       3.25      4.12           60      32.93      26.06       32.04
16      4.62       3.63      4.49           61      34.94      27.60       33.99
17      4.99       4.00      4.86           62      37.10      29.26       36.08
18      5.36       4.38      5.23           63      39.40      31.06       38.32
19      5.73       4.75      5.60           64      41.86      32.97       40.70
20      6.10       5.13      5.97           65      44.48      35.02       43.25
21      6.11       5.16      5.99           66      47.29      37.21       45.98
22      6.12       5.20      6.00           67      50.30      39.58       48.91
23      6.13       5.23      6.01           68      53.52      42.14       52.04
24      6.14       5.27      6.03           69      56.98      44.93       55.41
25      6.15       5.30      6.04           70      60.71      47.98       59.06
26      6.29       5.42      6.18           71      64.73      51.30       62.98
27      6.43       5.54      6.31           72      69.02      54.93       67.19
28      6.57       5.65      6.45           73      73.62      58.86       71.70
29      6.71       5.77      6.59           74      78.48      63.12       76.48
30      6.85       5.89      6.73           75      83.65      67.71       81.58
31      7.17       6.16      7.04           76      87.77      71.45       85.65
32      7.51       6.44      7.37           77      91.89      75.20       89.72
33      7.87       6.74      7.72           78      96.00      78.94       93.78
34      8.25       7.06      8.10           79     100.12      82.69       97.85
35      8.66       7.40      8.50           80     104.24      86.43      101.92
36      9.10       7.76      8.93           81     113.32      95.74      111.03
37      9.55       8.13      9.37           82     122.40     105.05      120.14
38     10.03       8.53      9.84           83     131.48     114.36      129.25
39     10.54       8.94     10.33           84     140.56     123.67      138.36
40     11.09       9.38     10.87           85     149.64     132.98      147.47
41     11.66       9.83     11.42
42     12.26      10.32     12.01
43     12.91      10.82     12.64
44     13.59      11.36     13.30





APPENDIX D - APPLICABLE PERCENTAGES (FOR LIFE INSURANCE DEFINITION TEST)


 GUIDELINE PREMIUM/CASH VALUE CORRIDOR TEST


  INSURED'S    PERCENTAGE OF    INSURED'S    PERCENTAGE OF    INSURED'S     PERCENTAGE OF
 ATTAINED AGE   POLICY VALUE   ATTAINED AGE   POLICY VALUE   ATTAINED AGE    POLICY VALUE
                                                            
      20           250.00           47           203.00           74            107.00
      21           250.00           48           197.00           75            105.00
      22           250.00           49           191.00           76            105.00
      23           250.00           50           185.00           77            105.00
      24           250.00           51           178.00           78            105.00
      25           250.00           52           171.00           79            105.00
      26           250.00           53           164.00           80            105.00
      27           250.00           54           157.00           81            105.00
      28           250.00           55           150.00           82            105.00
      29           250.00           56           146.00           83            105.00
      30           250.00           57           142.00           84            105.00
      31           250.00           58           138.00           85            105.00
      32           250.00           59           134.00           86            105.00
      33           250.00           60           130.00           87            105.00
      34           250.00           61           128.00           88            105.00
      35           250.00           62           126.00           89            105.00
      36           250.00           63           124.00           90            105.00
      37           250.00           64           122.00           91            104.00
      38           250.00           65           120.00           92            103.00
      39           250.00           66           119.00           93            102.00
      40           250.00           67           118.00           94            101.00
      41           243.00           68           117.00           95            101.00
      42           236.00           69           116.00           96            101.00
      43           229.00           70           115.00           97            101.00
      44           222.00           71           113.00           98            101.00
      45           215.00           72           111.00           99            101.00
      46           209.00           73           109.00







 CASH VALUE ACCUMULATION TEST (PERCENTAGE OF POLICY VALUE) - MALE
    RISK       PREFERRED OR
   CLASS:        STANDARD       A        B        C        D        E        F        G         H
ATTAINED AGE:
                                                                  
     20           639.37%     534.87%  499.92%  471.57%  427.89%  395.39%  369.97%  349.40%   317.80%
     21           621.01%     520.61%  487.03%  459.79%  417.81%  386.56%  362.12%  342.32%   311.91%
     22           603.00%     506.56%  474.31%  448.14%  407.80%  377.76%  354.27%  335.24%   305.99%
     23           585.25%     492.64%  461.66%  436.52%  397.78%  368.92%  346.35%  328.06%   299.94%
     24           567.76%     478.82%  449.08%  424.94%  387.73%  360.02%  338.34%  320.77%   293.76%
     25           550.50%     465.11%  436.55%  413.38%  377.66%  351.05%  330.24%  313.37%   287.43%
     26           533.49%     451.50%  424.08%  401.84%  367.55%  342.01%  322.03%  305.84%   280.93%
     27           516.76%     438.04%  411.72%  390.37%  357.45%  332.95%  313.77%  298.23%   274.33%
     28           500.37%     424.80%  399.53%  379.03%  347.44%  323.92%  305.52%  290.61%   267.68%
     29           484.35%     411.79%  387.54%  367.86%  337.55%  314.98%  297.32%  283.02%   261.02%
     30           468.73%     399.07%  375.79%  356.91%  327.82%  306.16%  289.22%  275.50%   254.40%
     31           453.53%     386.65%  364.31%  346.19%  318.27%  297.49%  281.25%  268.08%   247.85%
     32           438.79%     374.58%  353.14%  335.74%  308.96%  289.03%  273.44%  260.82%   241.42%
     33           424.48%     362.84%  342.26%  325.57%  299.87%  280.75%  265.81%  253.70%   235.10%
     34           410.64%     351.47%  331.72%  315.71%  291.05%  272.71%  258.38%  246.77%   228.94%
     35           397.25%     340.46%  321.50%  306.14%  282.49%  264.90%  251.15%  240.03%   222.94%
     36           384.33%     329.81%  311.63%  296.88%  274.20%  257.33%  244.15%  233.49%   217.11%
     37           371.86%     319.54%  302.08%  287.94%  266.18%  250.01%  237.38%  227.15%   211.47%
     38           359.85%     309.63%  292.89%  279.32%  258.46%  242.95%  230.84%  221.05%   206.02%
     39           348.28%     300.10%  284.04%  271.03%  251.02%  236.15%  224.55%  215.17%   200.77%
     40           337.17%     290.93%  275.53%  263.05%  243.87%  229.62%  218.50%  209.51%   195.73%
     41           326.48%     282.12%  267.35%  255.38%  237.00%  223.35%  212.70%  204.09%   190.90%
     42           316.22%     273.67%  259.50%  248.03%  230.41%  217.33%  207.14%  198.89%   186.27%
     43           306.36%     265.54%  251.96%  240.97%  224.08%  211.56%  201.79%  193.91%   181.83%
     44           296.89%     257.74%  244.72%  234.19%  218.01%  206.02%  196.68%  189.13%   177.58%
     45           287.78%     250.25%  237.77%  227.68%  212.19%  200.71%  191.76%  184.54%   173.50%
     46           279.04%     243.05%  231.09%  221.43%  206.59%  195.61%  187.05%  180.15%   169.60%
     47           270.63%     236.13%  224.68%  215.42%  201.22%  190.71%  182.53%  175.93%   165.85%
     48           262.54%     229.48%  218.51%  209.64%  196.05%  186.00%  178.18%  171.87%   162.25%
     49           254.76%     223.07%  212.57%  204.08%  191.08%  181.46%  173.99%  167.97%   158.78%
     50           247.28%     216.92%  206.86%  198.73%  186.30%  177.11%  169.96%  164.22%   155.45%
     51           240.08%     210.99%  201.36%  193.59%  181.69%  172.91%  166.09%  160.60%   152.24%
     52           233.17%     205.31%  196.09%  188.65%  177.28%  168.89%  162.38%  157.14%   149.17%
     53           226.54%     199.86%  191.04%  183.93%  173.06%  165.04%  158.83%  153.84%   146.24%
     54           220.19%     194.64%  186.21%  179.41%  169.02%  161.37%  155.45%  150.69%   143.45%
     55           214.12%     189.67%  181.60%  175.10%  165.18%  157.88%  152.23%  147.70%   140.81%
     56           208.30%     184.91%  177.20%  170.99%  161.52%  154.56%  149.17%  144.85%   138.30%
     57           202.74%     180.36%  172.99%  167.06%  158.03%  151.39%  146.26%  142.15%   135.93%
     58           197.41%     176.01%  168.97%  163.31%  154.69%  148.37%  143.49%  139.58%   133.66%
     59           192.30%     171.83%  165.11%  159.71%  151.50%  145.48%  140.83%  137.12%   131.50%
     60           187.39%     167.83%  161.41%  156.26%  148.43%  142.70%  138.29%  134.76%   129.43%
     61           182.68%     163.99%  157.87%  152.96%  145.50%  140.05%  135.86%  132.51%   127.46%
     62           178.18%     160.32%  154.48%  149.80%  142.70%  137.52%  133.53%  130.35%   125.57%
     63           173.87%     156.81%  151.24%  146.78%  140.03%  135.10%  131.32%  128.31%   123.78%
     64           169.75%     153.47%  148.17%  143.92%  137.50%  132.82%  129.23%  126.38%   122.09%
     65           165.83%     150.30%  145.24%  141.20%  135.10%  130.66%  127.26%  124.56%   120.51%
     66           162.10%     147.29%  142.47%  138.63%  132.83%  128.62%  125.40%  122.85%   119.02%
     67           158.55%     144.42%  139.84%  136.18%  130.68%  126.69%  123.65%  121.23%   117.62%
     68           155.15%     141.69%  137.33%  133.86%  128.64%  124.86%  121.98%  119.70%   116.30%
     69           151.90%     139.08%  134.93%  131.64%  126.68%  123.11%  120.39%  118.25%   115.05%
     70           148.80%     136.58%  132.64%  129.51%  124.82%  121.44%  118.88%  116.85%   113.85%
     71           145.83%     134.19%  130.45%  127.48%  123.04%  119.85%  117.43%  115.52%   112.70%
     72           143.00%     131.93%  128.37%  125.56%  121.35%  118.33%  116.05%  114.26%   111.61%
     73           140.33%     129.79%  126.41%  123.74%  119.76%  116.91%  114.76%  113.07%   110.58%
     74           137.81%     127.78%  124.58%  122.05%  118.28%  115.59%  113.56%  111.97%   109.63%
     75           135.45%     125.92%  122.88%  120.48%  116.91%  114.37%  112.46%  110.97%   108.77%
     76           133.24%     124.18%  121.30%  119.03%  115.66%  113.26%  111.46%  110.05%   107.99%
     77           131.17%     122.56%  119.83%  117.68%  114.50%  112.24%  110.54%  109.22%   107.28%
     78           129.21%     121.05%  118.46%  116.43%  113.42%  111.29%  109.70%  108.45%   106.64%
     79           127.36%     119.61%  117.16%  115.24%  112.41%  110.40%  108.90%  107.74%   106.04%
     80           125.59%     118.24%  115.93%  114.11%  111.44%  109.56%  108.15%  107.06%   105.47%
     81           123.91%     116.94%  114.75%  113.04%  110.52%  108.76%  107.44%  106.42%   104.93%
     82           122.31%     115.71%  113.64%  112.02%  109.65%  107.99%  106.76%  105.80%   104.42%
     83           120.81%     114.55%  112.60%  111.07%  108.83%  107.27%  106.11%  105.22%   103.93%
     84           119.41%     113.48%  111.63%  110.19%  108.08%  106.61%  105.52%  104.69%   103.48%
     85           118.11%     112.50%  110.75%  109.38%  107.39%  106.01%  104.99%  104.20%   103.07%
     86           116.91%     111.61%  109.95%  108.65%  106.77%  105.47%  104.51%  103.77%   102.71%
     87           115.79%     110.79%  109.21%  107.99%  106.21%  104.98%  104.08%  103.38%   102.39%
     88           114.74%     110.03%  108.55%  107.39%  105.71%  104.55%  103.69%  103.04%   102.11%
     89           113.74%     109.32%  107.93%  106.84%  105.25%  104.15%  103.34%  102.73%   101.97%
     90           112.77%     108.65%  107.34%  106.32%  104.82%  103.78%  103.02%  102.44%   101.00%
     91           111.80%     108.00%  106.78%  105.82%  104.42%  103.44%  102.72%  102.18%   101.00%
     92           110.82%     107.34%  106.22%  105.33%  104.02%  103.11%  102.44%  101.97%   101.00%
     93           109.79%     106.66%  105.64%  104.82%  103.62%  102.78%  102.16%  101.00%   101.00%
     94           108.68%     105.91%  105.00%  104.27%  103.19%  102.42%  101.97%  101.00%   101.00%
     95           107.47%     105.07%  104.28%  103.64%  102.69%  102.01%  101.00%  101.00%   101.00%
     96           106.16%     104.13%  103.48%  102.92%  102.13%  101.97%  101.00%  101.00%   101.00%
     97           104.76%     103.10%  102.60%  102.13%  101.97%  101.00%  101.00%  101.00%   101.00%
     98           103.33%     102.02%  101.97%  101.97%  101.00%  101.00%  101.00%  101.00%   101.00%
     99           101.97%     101.97%  101.00%  101.00%  101.00%  101.00%  101.00%  101.00%   101.00%
    100+          101.00%     101.00%  101.00%  101.00%  101.00%  101.00%  101.00%  101.00%   101.00%








 CASH VALUE ACCUMULATION TEST (PERCENTAGE OF POLICY VALUE) - FEMALE
    RISK       PREFERRED OR
   CLASS:        STANDARD       A        B        C        D        E        F        G         H
ATTAINED AGE:
                                                                  
     20           762.99%     637.79%  595.38%  560.82%  507.35%  467.43%  436.19%  410.90%   372.11%
     21           738.68%     618.38%  577.63%  544.40%  492.99%  454.60%  424.55%  400.21%   362.87%
     22           715.05%     599.48%  560.31%  528.38%  478.96%  442.04%  413.13%  389.71%   353.78%
     23           692.09%     581.06%  543.43%  512.74%  465.23%  429.74%  401.94%  379.41%   344.84%
     24           669.78%     563.13%  526.97%  497.48%  451.82%  417.70%  390.96%  369.30%   336.05%
     25           648.14%     545.70%  510.96%  482.63%  438.74%  405.94%  380.24%  359.41%   327.43%
     26           627.11%     528.72%  495.35%  468.13%  425.96%  394.44%  369.73%  349.71%   318.95%
     27           606.71%     512.22%  480.16%  454.01%  413.50%  383.20%  359.46%  340.21%   310.64%
     28           586.92%     496.17%  465.39%  440.27%  401.34%  372.24%  349.42%  330.92%   302.49%
     29           567.76%     480.61%  451.04%  426.91%  389.52%  361.56%  339.63%  321.85%   294.53%
     30           549.18%     465.50%  437.10%  413.93%  378.02%  351.15%  330.08%  313.00%   286.74%
     31           531.21%     450.86%  423.59%  401.33%  366.84%  341.03%  320.79%  304.38%   279.15%
     32           513.81%     436.66%  410.48%  389.10%  355.98%  331.19%  311.75%  295.98%   271.74%
     33           496.96%     422.89%  397.75%  377.23%  345.42%  321.61%  302.94%  287.79%   264.51%
     34           480.65%     409.53%  385.39%  365.69%  335.14%  312.28%  294.35%  279.80%   257.43%
     35           464.89%     396.62%  373.45%  354.53%  325.20%  303.25%  286.03%  272.05%   250.57%
     36           449.66%     384.12%  361.87%  343.71%  315.55%  294.48%  277.94%  264.52%   243.89%
     37           434.98%     372.07%  350.72%  333.29%  306.25%  286.02%  270.14%  257.26%   237.45%
     38           420.85%     360.48%  339.98%  323.25%  297.30%  277.88%  262.63%  250.26%   231.25%
     39           407.27%     349.33%  329.66%  313.60%  288.70%  270.06%  255.43%  243.55%   225.29%
     40           394.23%     338.64%  319.77%  304.36%  280.46%  262.57%  248.53%  237.14%   219.61%
     41           381.72%     328.39%  310.29%  295.51%  272.58%  255.41%  241.94%  231.01%   214.19%
     42           369.72%     318.57%  301.21%  287.03%  265.04%  248.58%  235.65%  225.16%   209.03%
     43           358.21%     309.16%  292.51%  278.91%  257.83%  242.04%  229.64%  219.58%   204.11%
     44           347.14%     300.11%  284.14%  271.11%  250.90%  235.76%  223.88%  214.23%   199.39%
     45           336.48%     291.40%  276.10%  263.61%  244.23%  229.72%  218.33%  209.09%   194.87%
     46           326.22%     283.02%  268.35%  256.38%  237.82%  223.92%  213.00%  204.14%   190.52%
     47           316.33%     274.93%  260.88%  249.41%  231.63%  218.31%  207.86%  199.38%   186.32%
     48           306.78%     267.12%  253.67%  242.69%  225.66%  212.91%  202.90%  194.77%   182.27%
     49           297.58%     259.60%  246.71%  236.20%  219.90%  207.69%  198.11%  190.33%   178.37%
     50           288.71%     252.34%  240.01%  229.94%  214.34%  202.66%  193.49%  186.05%   174.61%
     51           280.16%     245.35%  233.54%  223.92%  208.99%  197.82%  189.05%  181.93%   170.99%
     52           271.93%     238.60%  227.31%  218.10%  203.83%  193.15%  184.77%  177.97%   167.51%
     53           263.99%     232.11%  221.31%  212.50%  198.86%  188.65%  180.65%  174.15%   164.16%
     54           256.36%     225.87%  215.54%  207.13%  194.09%  184.34%  176.70%  170.49%   160.96%
     55           249.00%     219.85%  209.99%  201.95%  189.50%  180.20%  172.90%  166.98%   157.89%
     56           241.92%     214.06%  204.64%  196.96%  185.08%  176.20%  169.25%  163.61%   154.94%
     57           235.07%     208.46%  199.46%  192.14%  180.81%  172.34%  165.71%  160.34%   152.09%
     58           228.45%     203.02%  194.44%  187.45%  176.65%  168.59%  162.27%  157.16%   149.31%
     59           222.01%     197.74%  189.55%  182.88%  172.59%  164.91%  158.90%  154.04%   146.57%
     60           215.77%     192.59%  184.78%  178.43%  168.62%  161.31%  155.60%  150.97%   143.88%
     61           209.70%     187.58%  180.14%  174.08%  164.75%  157.79%  152.36%  147.96%   141.23%
     62           203.84%     182.74%  175.64%  169.87%  160.98%  154.37%  149.21%  145.03%   138.65%
     63           198.20%     178.06%  171.30%  165.81%  157.36%  151.07%  146.17%  142.21%   136.15%
     64           192.79%     173.59%  167.16%  161.93%  153.90%  147.93%  143.27%  139.52%   133.78%
     65           187.61%     169.33%  163.20%  158.24%  150.60%  144.94%  140.53%  136.98%   131.55%
     66           182.67%     165.26%  159.43%  154.72%  147.47%  142.11%  137.93%  134.57%   129.45%
     67           177.93%     161.37%  155.83%  151.36%  144.49%  139.41%  135.46%  132.29%   127.45%
     68           173.38%     157.62%  152.37%  148.12%  141.62%  136.82%  133.09%  130.10%   125.55%
     69           168.99%     154.01%  149.02%  145.00%  138.84%  134.30%  130.79%  127.97%   123.69%
     70           164.74%     150.50%  145.77%  141.96%  136.14%  131.86%  128.55%  125.89%   121.87%
     71           160.64%     147.11%  142.63%  139.02%  133.52%  129.48%  126.36%  123.87%   120.10%
     72           156.70%     143.86%  139.61%  136.20%  131.00%  127.19%  124.26%  121.91%   118.38%
     73           152.93%     140.75%  136.73%  133.50%  128.60%  125.01%  122.25%  120.05%   116.74%
     74           149.37%     137.82%  134.02%  130.96%  126.34%  122.96%  120.37%  118.31%   115.21%
     75           146.01%     135.06%  131.47%  128.59%  124.23%  121.05%  118.62%  116.69%   113.80%
     76           142.84%     132.48%  129.09%  126.37%  122.27%  119.29%  117.01%  115.21%   112.51%
     77           139.87%     130.07%  126.87%  124.31%  120.45%  117.66%  115.53%  113.84%   111.33%
     78           137.06%     127.80%  124.78%  122.38%  118.76%  116.14%  114.15%  112.58%   110.24%
     79           134.40%     125.66%  122.82%  120.56%  117.16%  114.72%  112.86%  111.40%   109.23%
     80           131.87%     123.63%  120.96%  118.84%  115.66%  113.38%  111.65%  110.29%   108.28%
     81           129.49%     121.72%  119.21%  117.22%  114.24%  112.11%  110.51%  109.24%   107.38%
     82           127.23%     119.92%  117.56%  115.69%  112.91%  110.93%  109.43%  108.26%   106.54%
     83           125.12%     118.24%  116.03%  114.28%  111.67%  109.82%  108.44%  107.35%   105.76%
     84           123.16%     116.70%  114.62%  112.98%  110.54%  108.82%  107.53%  106.53%   105.06%
     85           121.34%     115.28%  113.33%  111.79%  109.52%  107.91%  106.71%  105.78%   104.42%
     86           119.66%     113.98%  112.15%  110.72%  108.59%  107.09%  105.98%  105.11%   103.86%
     87           118.10%     112.79%  111.08%  109.74%  107.75%  106.36%  105.32%  104.52%   103.36%
     88           116.64%     111.69%  110.10%  108.85%  107.00%  105.70%  104.73%  103.99%   102.91%
     89           115.27%     110.68%  109.20%  108.03%  106.31%  105.10%  104.20%  103.51%   102.51%
     90           113.97%     109.73%  108.36%  107.27%  105.67%  104.55%  103.72%  103.07%   102.16%
     91           112.71%     108.83%  107.56%  106.56%  105.08%  104.04%  103.27%  102.68%   101.97%
     92           111.48%     107.95%  106.80%  105.88%  104.52%  103.57%  102.85%  102.31%   101.00%
     93           110.24%     107.08%  106.04%  105.21%  103.98%  103.11%  102.46%  101.97%   101.00%
     94           108.97%     106.19%  105.27%  104.53%  103.43%  102.64%  102.06%  101.00%   101.00%
     95           107.64%     105.23%  104.44%  103.80%  102.84%  102.16%  101.97%  101.00%   101.00%
     96           106.24%     104.21%  103.56%  103.01%  102.21%  101.97%  101.00%  101.00%   101.00%
     97           104.79%     103.13%  102.64%  102.17%  101.97%  101.00%  101.00%  101.00%   101.00%
     98           103.34%     102.04%  101.97%  101.97%  101.00%  101.00%  101.00%  101.00%   101.00%
     99           101.97%     101.97%  101.00%  101.00%  101.00%  101.00%  101.00%  101.00%   101.00%
    100+          101.00%     101.00%  101.00%  101.00%  101.00%  101.00%  101.00%  101.00%   101.00%






 CASH VALUE ACCUMULATION TEST (PERCENTAGE OF POLICY VALUE) - UNISEX
                PREFERRED OR
 RISK CLASS:      STANDARD       A        B        C        D        E        F        G         H
ATTAINED AGE:
                                                                   
     20           660.51%      551.81%  515.46%  485.97%  440.56%  406.80%  380.43%  359.09%   326.35%
     21           641.23%      536.78%  501.85%  473.50%  429.86%  397.39%  372.02%  351.49%   319.98%
     22           622.33%      522.00%  488.43%  461.19%  419.25%  388.04%  363.65%  343.90%   313.59%
     23           603.74%      507.36%  475.11%  448.95%  408.64%  378.66%  355.21%  336.24%   307.09%
     24           585.45%      492.88%  461.91%  436.78%  398.07%  369.26%  346.74%  328.50%   300.49%
     25           567.49%      478.59%  448.84%  424.71%  387.53%  359.86%  338.23%  320.72%   293.81%
     26           549.81%      464.44%  435.87%  412.70%  377.00%  350.43%  329.66%  312.84%   287.00%
     27           532.48%      450.50%  423.07%  400.82%  366.54%  341.04%  321.09%  304.94%   280.14%
     28           515.51%      436.78%  410.45%  389.09%  356.18%  331.69%  312.55%  297.05%   273.24%
     29           498.95%      423.35%  398.07%  377.56%  345.97%  322.46%  304.09%  289.21%   266.36%
     30           482.82%      410.24%  385.96%  366.27%  335.95%  313.39%  295.75%  281.48%   259.55%
     31           467.14%      397.44%  374.14%  355.23%  326.13%  304.48%  287.55%  273.85%   252.82%
     32           451.93%      385.01%  362.63%  344.49%  316.55%  295.78%  279.54%  266.40%   246.22%
     33           437.18%      372.92%  351.45%  334.03%  307.22%  287.28%  271.70%  259.09%   239.74%
     34           422.91%      361.22%  340.61%  323.89%  298.16%  279.03%  264.09%  251.99%   233.43%
     35           409.11%      349.88%  330.10%  314.06%  289.36%  271.01%  256.67%  245.08%   227.28%
     36           395.79%      338.93%  319.94%  304.55%  280.85%  263.25%  249.50%  238.38%   221.31%
     37           382.93%      328.35%  310.13%  295.35%  272.62%  255.74%  242.55%  231.89%   215.53%
     38           370.55%      318.17%  300.68%  286.50%  264.70%  248.50%  235.86%  225.64%   209.96%
     39           358.64%      308.36%  291.58%  277.98%  257.07%  241.54%  229.41%  219.61%   204.59%
     40           347.20%      298.94%  282.84%  269.80%  249.74%  234.85%  223.23%  213.84%   199.45%
     41           336.19%      289.89%  274.45%  261.94%  242.71%  228.43%  217.30%  208.30%   194.51%
     42           325.63%      281.21%  266.40%  254.40%  235.97%  222.28%  211.62%  203.00%   189.80%
     43           315.48%      272.87%  258.66%  247.16%  229.49%  216.38%  206.16%  197.91%   185.27%
     44           305.74%      264.86%  251.24%  240.22%  223.28%  210.73%  200.94%  193.04%   180.95%
     45           296.37%      257.16%  244.11%  233.54%  217.31%  205.29%  195.92%  188.36%   176.79%
     46           287.36%      249.77%  237.25%  227.13%  211.59%  200.07%  191.11%  183.87%   172.81%
     47           278.70%      242.66%  230.67%  220.97%  206.08%  195.06%  186.48%  179.56%   168.99%
     48           270.37%      235.82%  224.33%  215.04%  200.79%  190.24%  182.03%  175.42%   165.32%
     49           262.34%      229.23%  218.22%  209.33%  195.69%  185.59%  177.75%  171.42%   161.77%
     50           254.63%      222.89%  212.35%  203.83%  190.78%  181.13%  173.63%  167.58%   158.37%
     51           247.20%      216.79%  206.70%  198.55%  186.06%  176.83%  169.66%  163.89%   155.09%
     52           240.07%      210.94%  201.28%  193.48%  181.53%  172.71%  165.86%  160.35%   151.96%
     53           233.22%      205.32%  196.08%  188.61%  177.19%  168.76%  162.22%  156.96%   148.96%
     54           226.66%      199.95%  191.10%  183.96%  173.04%  164.99%  158.75%  153.73%   146.10%
     55           220.38%      194.81%  186.34%  179.52%  169.09%  161.40%  155.45%  150.66%   143.39%
     56           214.36%      189.89%  181.80%  175.27%  165.31%  157.98%  152.30%  147.74%   140.82%
     57           208.60%      185.18%  177.45%  171.22%  161.71%  154.71%  149.30%  144.96%   138.37%
     58           203.06%      180.66%  173.27%  167.32%  158.25%  151.58%  146.43%  142.30%   136.04%
     59           197.74%      176.32%  169.26%  163.59%  154.93%  148.58%  143.67%  139.74%   133.79%
     60           192.62%      172.15%  165.41%  159.99%  151.74%  145.69%  141.02%  137.29%   131.64%
     61           187.71%      168.14%  161.71%  156.54%  148.68%  142.92%  138.48%  134.93%   129.57%
     62           182.99%      164.30%  158.16%  153.23%  145.74%  140.26%  136.04%  132.67%   127.59%
     63           178.47%      160.62%  154.76%  150.07%  142.93%  137.72%  133.72%  130.52%   125.70%
     64           174.16%      157.12%  151.53%  147.06%  140.27%  135.32%  131.52%  128.48%   123.92%
     65           170.05%      153.78%  148.46%  144.20%  137.75%  133.05%  129.44%  126.57%   122.25%
     66           166.14%      150.62%  145.55%  141.50%  135.36%  130.90%  127.48%  124.76%   120.69%
     67           162.40%      147.60%  142.78%  138.92%  133.10%  128.87%  125.63%  123.06%   119.21%
     68           158.82%      144.72%  140.13%  136.47%  130.94%  126.94%  123.87%  121.45%   117.82%
     69           155.40%      141.96%  137.60%  134.12%  128.88%  125.09%  122.19%  119.90%   116.48%
     70           152.11%      139.32%  135.17%  131.87%  126.90%  123.31%  120.58%  118.42%   115.20%
     71           148.96%      136.78%  132.84%  129.71%  125.00%  121.61%  119.03%  117.00%   113.97%
     72           145.96%      134.37%  130.63%  127.65%  123.20%  119.99%  117.56%  115.64%   112.80%
     73           143.11%      132.08%  128.53%  125.71%  121.49%  118.46%  116.17%  114.36%   111.69%
     74           140.42%      129.93%  126.56%  123.89%  119.90%  117.03%  114.87%  113.17%   110.66%
     75           137.89%      127.93%  124.73%  122.20%  118.42%  115.72%  113.68%  112.08%   109.72%
     76           135.52%      126.05%  123.02%  120.63%  117.06%  114.51%  112.59%  111.08%   108.87%
     77           133.28%      124.30%  121.43%  119.17%  115.80%  113.39%  111.59%  110.17%   108.10%
     78           131.18%      122.66%  119.94%  117.80%  114.62%  112.36%  110.66%  109.34%   107.39%
     79           129.17%      121.10%  118.53%  116.51%  113.51%  111.39%  109.79%  108.55%   106.73%
     80           127.26%      119.61%  117.18%  115.28%  112.46%  110.46%  108.97%  107.80%   106.10%
     81           125.43%      118.19%  115.90%  114.10%  111.45%  109.57%  108.18%  107.09%   105.50%
     82           123.70%      116.85%  114.68%  112.99%  110.49%  108.73%  107.42%  106.41%   104.93%
     83           122.06%      115.59%  113.54%  111.94%  109.59%  107.94%  106.71%  105.77%   104.39%
     84           120.53%      114.41%  112.48%  110.97%  108.76%  107.21%  106.06%  105.18%   103.89%
     85           119.11%      113.33%  111.51%  110.09%  108.00%  106.55%  105.47%  104.64%   103.44%
     86           117.79%      112.34%  110.62%  109.28%  107.31%  105.95%  104.93%  104.16%   103.04%
     87           116.55%      111.43%  109.81%  108.54%  106.69%  105.40%  104.45%  103.72%   102.67%
     88           115.39%      110.58%  109.06%  107.87%  106.12%  104.91%  104.02%  103.33%   102.35%
     89           114.28%      109.79%  108.36%  107.24%  105.60%  104.46%  103.62%  102.98%   102.06%
     90           113.20%      109.03%  107.70%  106.65%  105.12%  104.05%  103.26%  102.65%   101.97%
     91           112.14%      108.30%  107.06%  106.09%  104.66%  103.65%  102.92%  102.35%   101.00%
     92           111.07%      107.57%  106.43%  105.53%  104.21%  103.28%  102.59%  102.07%   101.00%
     93           109.96%      106.82%  105.79%  104.97%  103.76%  102.90%  102.27%  101.97%   101.00%
     94           108.79%      106.02%  105.10%  104.37%  103.28%  102.51%  101.97%  101.00%   101.00%
     95           107.54%      105.14%  104.35%  103.70%  102.75%  102.07%  101.00%  101.00%   101.00%
     96           106.19%      104.16%  103.51%  102.96%  102.16%  101.97%  101.00%  101.00%   101.00%
     97           104.77%      103.11%  102.62%  102.15%  101.97%  101.00%  101.00%  101.00%   101.00%
     98           103.34%      102.03%  101.97%  101.97%  101.00%  101.00%  101.00%  101.00%   101.00%
     99           101.97%      101.97%  101.00%  101.00%  101.00%  101.00%  101.00%  101.00%   101.00%
    100+          101.00%      101.00%  101.00%  101.00%  101.00%  101.00%  101.00%  101.00%   101.00%




                          PART II. OTHER INFORMATION


                           UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securities  Exchange
Act of 1934,  the  undersigned  Registrant  hereby  undertakes  to file with the
Securities and Exchange Commission such supplementary and periodic  information,
documents  and reports as may be  prescribed  by any rule or  regulation  of the
Commission heretofore or hereafter adopted under the authority conferred in that
section.

                        UNDERTAKING PURSUANT TO RULE 484
Insofar as  indemnification  for liability  arising under the  Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
Registrant,  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  had 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.

  REPRESENTATION PURSUANT TO SECTION 26 OF THE INVESTMENT COMPANY ACT OF 1940

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.


                    REPRESENTATIONS PURSUANT TO RULE 6e-3(T) This filing is made
pursuant to Rules 6c-3 and  6e-3(T)  under the  Investment  Company Act of 1940.
Registrant  elects  to  be  governed  by  Rule  6e-3(T)(b)(13)(i)(A)  under  the
Investment  Company Act of 1940,  with respect to the Policies  described in the
prospectus. Registrant makes the following representations:

          (1)   Section 6e-3(T)(b)(13)(iii)(F) has been relied upon.

          (2)   The level of the  mortality  and expense  risks charge is within
                the range of industry practice for comparable contracts.

          (3)   The   Registrant  has  concluded  that  there  is  a  reasonable
                likelihood that the distribution  financing  arrangement for the
                Variable Life Separate Account will benefit the separate account
                and  policyowners,  and it will keep and make  available  to the
                Commission  on request a memorandum  setting forth the basis for
                this representation.

          (4)   The  Variable  Life   Separate   Account  will  invest  only  in
                management  investment companies which have undertaken to have a
                board  of  directors,  a  majority  of whom  are not  interested
                persons of the  Company,  formulate  and  approve any plan under
                Rule 12b-1 to finance distribution expenses.

The methodology used to support the  representation  made in paragraph (2) above
is based upon an analysis of the mortality  and expense risks charges  contained
in other  variable life  insurance  policies,  including  scheduled and flexible
premium  products.  Registrant  undertakes  to keep  and make  available  to the
Commission  on request  the  documents  used to support  the  representation  in
paragraph (2) above.



                       CONTENTS OF REGISTRATION STATEMENT


This registration statement comprises the following papers and documents:

     The facing sheet;

                     The prospectus, consisting of 172 pages;

     The undertaking to file reports;

     The undertaking pursuant to Rule 484;

     Representations pursuant to Rule 6e-3(T);

     The signatures;

     Written consents of the following persons:

          Ernst & Young LLP

     The following exhibits

1.                  Copies  of  all  exhibits  required  by  paragraph  A of the
                    instructions  as to  exhibits  in Form  N-8B-2 are set forth
                    below under designations based on such instructions

1.A1                Resolution  of Executive  Committee of Board of Directors of
                    Principal  Mutual Life Insurance  Company  establishing  the
                    Variable Life Separate Account (filed 5/31/02)

1.A3A.a             Distribution  Agreement between Princor  Financial  Services
                    Corporation and Principal Life Insurance Company
                    (filed 8/6/02)

1.A3B.a             Form of Selling Agreement (filed 5/31/02)

1.A3B.b             Registered Representative Agreement (filed 5/31/02)

1.A3C               Schedule of sales commissions (filed 8/6/02)

1.A5.a              Form of Policy (filed 5/31/02)

1.A5.a.iii          Accounting Benefit Rider (filed 5/31/02)

1.A5.a.iv           Aviation Exclusion Rider (filed 5/31/02)

1.A5.a.v            Change of Insured (filed 5/31/02)

1.A5.a.viii         Death Benefit Guarantee Rider (filed 5/31/02)

1.A5.a.ix           Extended Coverage Rider (filed 5/31/02)

1.A5.a.x            Hazardous Sports Rider (filed 5/31/02)

1.A5.a.xiii         Supplemental Benefit Rider (filed 5/31/02)

1.A6.a              Articles of Incorporation, as Amended of Principal
                    Life Insurance Company (filed 5/31/02)

1.A6.b              By-laws of Principal Life Insurance Company (filed 5/31/02)

1.A10.a             Form of Application (filed 5/31/02)

1.A10.c             Form of Supplemental Application (filed 5/31/02)

2.                  Opinion and consent of Karen E. Shaff, Senior Vice President
                    and General Counsel (filed 8/6/02)

3.                  Financial Statement Schedules *

4.                  Not applicable

5.                  Not applicable

6.                  Consent of Ernst & Young LLP*

7.                  Description of Issuance, Transfer and Redemption Procedures
                    Pursuant to Rule 6e-3(T)(b)(12)(iii)**

8.                  Powers of Attorney of Directors of Principal Life
                    Insurance Company (filed 5/31/02)

9.                  Opinion and Consent of Thomas Phillips  (filed 8/6/02)
- ---------------------------------
*  Included in this Filing.
** To be filed by Amendment.


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
has duly caused this amendment to the registration statement to be signed on its
behalf by the undersigned thereunto duly authorized, and its seal to be hereunto
affixed and attested,  all in the city of Des Moines,  and the state of Iowa, on
the 9th day of September, 2002.


                          PRINCIPAL LIFE INSURANCE COMPANY
                          VARIABLE LIFE SEPARATE ACCOUNT

                                      (Registrant)


                         By:  PRINCIPAL LIFE INSURANCE COMPANY

                                 (Depositor)

                                   /s/J. B. Griswell
                         By _________________________________________________
                            Chairman, President and Chief Executive Officer

Attest:

/s/ Joyce N. Hoffman
- -----------------------------------
Joyce N. Hoffman
Senior Vice President and
  Corporate Secretary


As required by the  Securities Act of 1933, this Registration Statement has been
signed by the following  persons in the capacities and on the date indicated.

Signature                          Title                           Date


/s/ J. B. Griswell             President, Chairman and         09/09/2002
- --------------------           Chief Executive Officer
J. B. Griswell


/s/ G. B. Elming               Vice President and              09/09/2002
- --------------------           Controller (Principal
G. B. Elming                   Accounting Officer)



/s/ M. H. Gersie               Executive Vice President        09/09/2002
- --------------------           and Chief Financial Officers
M. H. Gersie                   (Principal Financial
                               Officer)


  (B. J. Bernard)*             Director                        09/09/2002
- --------------------
B. J. Bernard


  (J. Carter-Miller)*          Director                        09/09/2002
- --------------------
J. Carter-Miller


  (G. E. Costley)*             Director                        09/09/2002
- --------------------
G. E. Costley


  (D. J. Drury)*               Director                        09/09/2002
- --------------------
D. J. Drury


  (C. D. Gelatt, Jr.)*         Director                        09/09/2002
- --------------------
C. D. Gelatt, Jr.


  (S. L. Helton)*              Director                        09/09/2002
- --------------------
S. L. Helton


  (C. S. Johnson)*             Director                        09/09/2002
- --------------------
C. S. Johnson


  (W. T. Kerr)*                Director                        09/09/2002
- --------------------
W. T. Kerr


  (R. L. Keyser)*              Director                        09/09/2002
- --------------------
R. L. Keyser


  (V. H. Loewenstein)*         Director                        09/09/2002
- --------------------
V. H. Loewenstein


  (F. F. Pena)*                Director                        09/09/2002
- --------------------
F. F. Pena


  (D. M. Stewart)*             Director                        09/09/2002
- --------------------
D. M. Stewart


  (E. E. Tallett)*             Director                        09/09/2002
- --------------------
E. E. Tallett



                           *By    /s/ J. Barry Griswell
                                  ------------------------------------
                                  J. Barry Griswell
                                  Chairman, President and
                                  Chief Executive Officer

                                  Pursuant to Powers of Attorney
                                  Previously Filed or Included Herein