Common use of Redemption Clause in Contracts

Redemption. If no redemption right is set forth on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemed.

Redemption. If no redemption right is set forth on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemed.

Redemption. (a) The Notes are subject to redemption in whole, but not in part, at the direction of the Servicer, pursuant to Section 9.1(a) of the Sale and Servicing Agreement, on any Distribution Date on which the Servicer exercises its option to purchase the assets of the Issuer pursuant to such Section 9.1(a), and the amount paid by the Servicer shall be treated as collections in respect of the Receivables and applied to pay all amounts due to the Servicer under the Sale and Servicing Agreement and the unpaid principal amount of the Notes plus all accrued and unpaid interest (including any overdue interest) thereon. If no redemption right is set forth on the face hereof, this Note may not Notes are to be redeemed pursuant to this Section 10.1(a), the Issuer shall furnish or cause the Servicer to furnish notice of such redemption to the Depositor, the Indenture Trustee, the Owner Trustee, the Asset Representations Reviewer, the Rating Agencies and the Administrator not later than ten (10) days prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on and the face hereof on which Issuer shall deposit the Funding Agreement is Redemption Price of the Notes to be redeemed in whole or in part the Note Payment Account by Principal Life Insurance Company 10:00 A.M. (“Principal Life”New York City time) (each, a “on the Redemption Date”), whereupon all such Notes shall be due and payable on the Redemption Date. (b) In the event that the assets of the Issuer are purchased by the Servicer pursuant to Section 9.1(a) of the Sale and Servicing Agreement, all amounts on deposit in which case this the Note must Payment Account shall be redeemed on such Redemption Date in whole or in part, as applicable, prior paid to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal Noteholders up to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement Notes and all accrued and unpaid interest thereon. If such amounts are to be redeemed by Principal Life by paid to Noteholders pursuant to this Section 10.1(b), the Issuer shall, to the extent practicable, furnish or cause the Servicer to furnish notice of such event to the Depositor, the Indenture Trustee, the Rating Agencies and the Administrator not later than ten (B10) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof whereupon all such amounts shall be issued in payable on the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedRedemption Date.

Redemption. If no redemption right is set forth on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Genworth Life and Annuity Insurance Company (“Principal LifeGLAIC”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount principal amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life GLAIC by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty seventy-five (6075) nor less than thirty forty-five (3045) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemed.

Redemption. If no (a) The Notes are subject to optional redemption right by the Issuer with the consent of the Credit Enhancer in whole on any Payment Date from the Payment Date immediately before which the aggregate Note Principal Balance is set forth less than or equal to 10% of the aggregate Original Note Principal Balance. The redemption price for the Notes shall be the Note Principal Balance plus accrued aggregate Note Interest through the day before the redemption date plus interest accrued on the face hereofaggregate Unpaid Investor Interest Shortfall, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth extent legally permissible. No premium or penalty will be payable by the Issuer in any redemption of the Notes. (b) The Issuer shall notify the Indenture Trustee of its election to redeem the Notes not later than the first day of the month preceding the month of the redemption. The Indenture Trustee shall first notify the Credit Enhancer and the Master Servicer and then notify the Noteholders by letter mailed or sent by facsimile transmission not earlier than the 15th day and not later than the 25th day of the month before the month of the redemption. Payment on the Notes will only be made on presentation and surrender of the Notes at the office or agency of the Indenture Trustee specified in the Indenture or redemption notice. By the redemption date, the Issuer shall deposit in Section 10 hereof. In the case of a Note Collection Account in immediately available funds an amount that, when added to the funds on deposit in the Collection Account that is not a Discount Noteare payable to the Noteholders, if a equals the redemption right is set forth price for the Notes, whereupon all the Notes called for redemption shall be payable on the face redemption date. (c) On presentation and surrender of this Notethe Notes, the Trust Indenture Trustee shall elect pay to redeem this Note the Holders of Notes on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean redemption date an amount equal to their redemption price. On the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemeddate, the Indenture Trustee will select shall, based on the information in the Servicing Certificate for the relevant Payment Date, withdraw from the Collection Account and remit to the Credit Enhancer the lesser of (x) the amount available for distribution on the redemption date, net of the amount needed to pay the redemption price and (y) the unpaid amounts due to the Credit Enhancer for unpaid premiums and unreimbursed draws on the Policy (together with interest on them as provided under the Insurance Agreement). If all of the Noteholders do not surrender their Notes for final payment and cancellation by lot or, in its discretion, on a pro rata basisthe redemption date, the amount Indenture Trustee shall on that date cause the remaining amounts representing the redemption price in the Collection Account not distributed in redemption to Noteholders to be withdrawn and credited to the remaining Noteholders by depositing the funds in a separate escrow account for the benefit of the interest of each direct participant Noteholders and the Issuer. (d) Any election to redeem Notes pursuant to Section 10.01(a) shall be evidenced by an Issuer Order. The Issuer Order shall specify the items required in the Trust notice of redemption to be redeemedmailed to Noteholders. The Issuer shall notify each Rating Agency of the redemption.

Redemption. If no (a) The Notes are subject to optional redemption right by the Issuer with the consent of the Credit Enhancer in whole on any Payment Date from the Payment Date immediately before which the aggregate Note Principal Balance of both Classes of Notes is set forth less than or equal to 10% of the aggregate Original Note Principal Balance of both Classes of Notes. The redemption price for each Class of Notes shall be the Note Principal Balance for that Class plus accrued aggregate Note Interest for that Class through the day before the redemption date plus interest accrued on the face hereofaggregate Unpaid Investor Interest Shortfall for that Class of Notes, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth extent legally permissible. No premium or penalty will be payable by the Issuer in any redemption of the Notes. (b) The Issuer shall notify the Indenture Trustee of its election to redeem the Notes not later than the first day of the month preceding the month of the redemption. The Indenture Trustee shall first notify the Credit Enhancer and the Master Servicer and then notify the Noteholders by letter mailed or sent by facsimile transmission not earlier than the 15th day and not later than the 25th day of the month before the month of the redemption. Payment on the Notes will only be made on presentation and surrender of the Notes at the office or agency of the Indenture Trustee specified in the Indenture or redemption notice. By the redemption date, the Issuer shall deposit in Section 10 hereof. In the case Payment Account in immediately available funds an amount that, when added to the funds on deposit in the Payment Account that are payable to the Noteholders, equals the redemption price for each Class of a Note that is not a Discount NoteNotes, if a whereupon all the Notes called for redemption right is set forth shall be payable on the face redemption date. (c) On presentation and surrender of this Notethe Notes, the Trust Indenture Trustee shall elect pay to redeem this Note the Holders of Notes on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean redemption date an amount equal to their redemption price. On the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemeddate, the Indenture Trustee will select shall, based on the information in the Servicing Certificate for the relevant Payment Date, withdraw from the Payment Account and remit to the Credit Enhancer the lesser of (x) the amount available for distribution on the redemption date, net of the amount needed to pay the redemption price and (y) the unpaid amounts due to the Credit Enhancer for unpaid premiums and unreimbursed draws on the Policy (together with interest on them as provided under the Insurance Agreement) and any other sums owed under the Insurance Agreement. If all of the Noteholders do not surrender their Notes for final payment and cancellation by lot or, in its discretion, on a pro rata basisthe redemption date, the amount Indenture Trustee shall hold in the Payment Account, for the benefit of the interest of each direct participant Noteholders and the Issuer, the remaining amounts representing the redemption price not distributed in redemption to Noteholders. (d) Any election to redeem Notes pursuant to Section 10.01(a) shall be evidenced by an Issuer Order. The Issuer Order shall specify the items required in the Trust notice of redemption to be redeemedmailed to Noteholders. The Issuer shall notify each Rating Agency of the redemption.

Redemption. If no redemption right is set forth on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date occurring on or after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. The Initial Redemption Percentage, if any, applicable to this Note shall decline at each anniversary of the Initial Redemption Date by an amount equal to the applicable Annual Redemption Percentage Reduction, if any, until the Redemption Price is equal to 100% of the unpaid amount thereof to be redeemed. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemed.

Redemption. If no redemption right is set forth on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise so specified on the face hereof, the Company may at its option redeem this Security in whole or from time to time in part in increments of $1,000 (provided that any remaining principal amount of this Security shall not be less than the minimum authorized denomination of such Security) on or after the date designated as the Initial Redemption Date on the face hereof at 100% of the unpaid principal amount hereof or the portion thereof redeemed (or, if this Security is a Discount Security, such lesser amount as is provided for below) multiplied by the Initial Redemption Percentage specified on the face hereof, together with accrued interest to the Redemption Date. Such Initial Redemption Percentage shall be 100% and decline at each anniversary of the Initial Redemption Date by an amount equal to the Annual Redemption Percentage Reduction shall be 0%specified on the face hereof until the redemption price is 100% of such amount. The unpaid Principal Amount Company may exercise such option by causing the Trustee to mail a notice of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given such redemption at least 30 but not more than sixty (60) nor less than thirty (30) calendar 60 days prior to the proposed Redemption Date. In the event of redemption of this Note Security in part only, a new Note Security or Securities for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender cancellation hereof. If less than all the Securities of the series, of which this Note Security is a part, with differing issue dates, interest rates and stated maturities are to be redeemed, the Indenture Trustee will select by lot or, Company in its discretion, on a pro rata basis, sole discretion shall select the amount particular Securities to be redeemed and shall notify the Trustee in writing thereof at least 45 days prior to the relevant redemption date. If less than all of the interest of each direct participant in the Trust Securities with like tenor and terms to this Security are to be redeemed, the Securities to be redeemed shall be selected by the Trustee by such method as the Trustee shall deem fair and appropriate.

Redemption. If no redemption right is This Note will not be convertible or subject to any sinking fund and, except as set forth in the following paragraph, will not be subject to redemption at the option of the Company or subject to repayment at the option of the Holder hereof prior to the Stated Maturity Date. Unless one or more Redemption Dates are specified on the face hereof, this Note may shall not be redeemed redeemable at the option of the Company before the Stated Maturity Date specified on the face hereof. If one or more Redemption Dates (or ranges of Redemption Dates) are so specified, this Note is subject to redemption on any such date (or during any such range) at the option of the Company, upon notice by first-class mail, postage prepaid, mailed not less than 30 days nor more than 60 days prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed specified in whole or in part by Principal Life Insurance Company (“Principal Life”) (eachsuch notice, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price specified on the face hereof (expressed as defined belowa percentage of the principal amount of this Note), together in the case of any such redemption with unpaid interestaccrued interest to the Redemption Date, but interest installments whose Stated Maturity Date is prior to the Redemption Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. The Company may elect to redeem less than the entire principal amount hereof, provided that the principal amount, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the that remains outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Dateafter such redemption is an Authorized Denomination as defined herein. In the event of any redemption in part, the Company shall not be required to (i) issue, register the transfer of, or exchange any Note during a period of 15 days next preceding the day of the first mailing of the notice of redemption of this Note in part onlySecurities selected for redemption or (ii) register the transfer or exchange of any Note, a new Note or any portion thereof, called for redemption, except the unredeemed portion hereof shall be issued of any Note being redeemed in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedpart.

Redemption. If no redemption right is set forth on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. The Initial Redemption Percentage, if any, applicable to this Note shall decline at each anniversary of the Initial Redemption Date by an amount equal to the applicable Annual Redemption Percentage Reduction, if any, until the Redemption Price is equal to 100% of the unpaid amount thereof to be redeemed. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemed.

Redemption. If no redemption right 6.1 On or after the first Business Day that is set forth on five years after the face hereof, this Note may not be redeemed prior to the Stated Maturity Issue Date, except as set forth in the Indenture or in Section 10 hereof. In Company shall have the case of a Note that is not a Discount Noteright, if a redemption right is set forth on the face of this Notesubject to applicable law, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on all but not less than all shares of Preferred Stock from any source of funds legally available for such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Datepurpose. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted Any redemption by the Annual Redemption Percentage Reduction, if applicable) multiplied Company pursuant to this Section 6 shall be subject to compliance with the provisions of the Credit Agreements and any other agreements governing the Company's and the Parent's future or existing outstanding indebtedness. Any such redemption shall occur on a date set by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified Company on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior days' notice to the proposed Holders (the "Optional Redemption Date"). In Notwithstanding anything to the event of redemption of contrary in this Note in part onlySection 6.1, a new Note Holder may exercise an Optional Parent Put Right after receipt of an Optional Redemption Notice, provided the Optional Parent Put Exchange Date precedes the Optional Redemption Date by at least three (3) Business Days. Upon the exchange of shares of Preferred Stock pursuant to such Optional Parent Put Right, such Optional Redemption Notice shall be rendered void in respect of such shares. 6.2 Subject to applicable law, the Company shall effect any such redemption pursuant to this Section 6 by paying cash for each share of Preferred Stock to be redeemed in an amount equal to the Liquidation Preference (including, for the unredeemed portion hereof avoidance of doubt, any Accrued Dividends added to the Liquidation Preference in accordance with Section 2.6.1) plus the Accumulated Cash Dividends (if any) (such amount, the "Optional Redemption Price"). 6.3 The Company shall give notice of its election to redeem the Preferred Stock pursuant to this Section 6 to the Holders of Preferred Stock as such Holders' names appear (as of the close of business on the Business Day next preceding the day on which notice is given) on the books of the Transfer Agent at the address of such Holders shown therein. Such notice (the "Optional Redemption Notice") shall state: (i) the Optional Redemption Date, (ii) the number of shares of Preferred Stock to be redeemed from such Holder, (iii) the Optional Redemption Price, and (iv) the place where any shares of Preferred Stock in certificated form are to be redeemed and shall be issued presented and surrendered for payment of the Optional Redemption Price therefor. 6.4 If the Company gives the Optional Redemption Notice, the Company shall deposit with or otherwise involve available to the Paying Agent funds sufficient to redeem the shares of Preferred Stock, no later than the open of business on the Optional Redemption Date, and the Company shall give the Paying Agent instructions and authority to pay the Optional Redemption Price to the Holders to be redeemed upon surrender or deemed surrender of the Certificates therefor as set forth in the name of the Holder hereof upon the surrender hereofOptional Redemption Notice. If less than the Optional Redemption Notice shall have been given, then from and after the Optional Redemption Date, unless the Company defaults in providing funds sufficient for such redemption at the time and place specified for payment pursuant to the Optional Redemption Notice, all dividends on such shares of this Note is redeemed, Preferred Stock to be redeemed shall cease to accrue and all other rights with respect to the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount shares of the interest of each direct participant in the Trust Preferred Stock to be redeemed, including the rights, if any, to receive notices, will terminate, except only the rights of Holders thereof to receive the Optional Redemption Price. The Company shall be entitled to receive from the Paying Agent the interest income, if any, earned on any such funds deposited with the Paying Agent (to the extent that such interest income is not required to pay the Optional Redemption Price of the shares of Preferred Stock to be redeemed), and the holders of any shares of Preferred Stock so redeemed shall have no claim to any such interest income. Any funds deposited with the Paying Agent hereunder by the Company for any reason, including redemption of shares of Preferred Stock, that remain unclaimed or unpaid after two years after the Optional Redemption Date or other payment date, shall be, to the extent permitted by applicable law, repaid to the Company upon its written request, after which repayment the Holders entitled to such redemption or other payment shall have recourse only to the Company.

Redemption. If no redemption right is set forth on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor Mortgage covers less than thirty (30) calendar days prior to the proposed Redemption Date. In 10 acres of land, and in the event of redemption the foreclosure of this Note Mortgage and sale of the property by sheriff’s sale in part onlysuch foreclosure proceedings, a new Note the time of one year for redemption from such sale provided by the statues of the State of Iowa shall be reduced to 6 months provided the Mortgagee, in such action files an election to waive any deficiency judgment against Mortgagor that may arise out of the foreclosure proceedings; all to be consistent with the provisions of Chapter 628 of the Iowa Code. If the redemption period is so reduced, for the unredeemed portion hereof first 3 months after sale such right of redemption shall be issued exclusive to the Mortgagor, and the time periods in the name Sections 628.5, 628.15 and 628.16 of the Holder hereof upon Iowa Code shall be reduced to 4 months. It is further agreed that the surrender hereofperiod of redemption after a foreclosure of this Mortgage shall be reduced to 60 days if all of the three following contingencies develop: (a) the real estate is less than 10 acres in size; (b) the Court finds affirmatively that the real estate has been abandoned by the owners and those persons personally liable under this Mortgage at the time of such foreclosure; and (c) Mortgagee in such action files an election to waive any deficiency judgment against Mortgagor or its successors in interest in such action. If less than the redemption period is so reduced, Mortgagor or its successors in interest or the owner shall have the exclusive right to redeem for the first 30 days after such sale, and the time provided for redemption by creditors as provided in Sections 628.5, 628.15 and 628.16 of the Iowa Code shall be reduced to 40 days. Entry of appearance by pleading or docket entry by or on behalf of Mortgagor shall be a presumption that the property is not abandoned. Any such redemption period shall be consistent with all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount provisions of Chapter 628 of the interest Iowa Code. This paragraph shall not be construed to limit or otherwise affect any other redemption provisions contained in Chapter 628 of each direct participant in the Trust to be redeemedIowa Code.

Redemption. If no redemption right is set forth on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Genworth Life and Annuity Insurance Company (“Principal LifeGLAIC”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount principal amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life GLAIC by (B) the outstanding principal amount of the Funding Agreement. The Initial Redemption Percentage, if any, applicable to this Note shall decline at each anniversary of the Initial Redemption Date by an amount equal to the applicable Annual Redemption Percentage Reduction, if any, until the Redemption Price is equal to 100% of the unpaid amount thereof to be redeemed. Notice must be given not more than sixty seventy-five (6075) nor less than thirty forty-five (3045) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemed.

Redemption. If no redemption right is set forth on Whenever the face hereof, this Note may not Company shall be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust permitted and shall elect to redeem this Note on shares of Preferred Stock in accordance with the Interest Payment Date after provisions of the Initial Redemption Date set forth on Certificate of Incorporation and the face hereof on which Certificate of Designations, it shall (unless otherwise agreed in writing with the Funding Agreement is Depositary) give the Depositary not less than 30 nor more than 60 days’ notice of the date of such proposed redemption of Preferred Stock. The Depositary shall mail notice of such redemption and the proposed simultaneous redemption of the number of Depositary Shares representing the Preferred Stock to be redeemed in whole or in part by Principal Life Insurance Company redeemed, first-class postage prepaid, not less than 20 and not more than 50 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (“Principal Life”) (each, a the “Redemption Date”), in which case this Note must ) to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed. Each such notice shall state: (a) the Redemption Date; (b) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such holder are to be redeemed the number of Depositary Shares held by such holder to be redeemed; (c) the redemption price (which shall include full cumulative dividends thereon to the Redemption Date); (d) the place or places where Receipts evidencing Depositary Shares are to be surrendered for payment of the redemption price; and (e) that dividends in respect of the Preferred Stock underlying the Depositary Shares to be redeemed will cease to accumulate at the close of business on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected by lot or pro rata or by such other method as may be determined by the Depositary to be equitable. Notice having been mailed by the Depositary as aforesaid, from and after the Redemption Date (unless the Company shall have failed to redeem the shares of Preferred Stock to be redeemed by it on such date), all dividends in whole or in partrespect of the shares of Preferred Stock so called for redemption shall cease to accumulate, as applicablethe Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, prior all rights of the holders of Receipts such Depositary Shares (except the right to receive the redemption price) shall, to the Stated Maturity Dateextent of such Depositary Shares, cease and terminate and, upon surrender in increments accordance with such notice of $1,000 at the applicable Redemption Price Receipts evidencing any such Depositary Shares (as defined belowproperly endorsed or assigned for transfer, if the Depositary shall so require), together with unpaid interestsuch Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to one-fourth of the redemption price per share paid in respect of the shares of Preferred Stock plus all money and other property, if any, accrued thereon torepresented by such Depositary Shares, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted including all amounts paid by the Annual Company in respect of dividends which on the Redemption Percentage Reduction, if applicable) multiplied by Date have accumulated on the unpaid Principal Amount shares of this Note Preferred Stock to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% so redeemed and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given have not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedtheretofore been paid.

Redemption. If no redemption right is set forth on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal ING USA Annuity and Life Insurance Company (“Principal LifeING USA”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life ING USA by (B) the outstanding principal amount of the Funding Agreement. The Initial Redemption Percentage, if any, applicable to this Note shall decline at each anniversary of the Initial Redemption Date by an amount equal to the applicable Annual Redemption Percentage Reduction, if any, until the Redemption Price is equal to 100% of the unpaid amount thereof to be redeemed. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant Participant in the Trust to be redeemed.

Redemption. If no redemption right is set forth (a) The Company may, at its option, on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the any Interest Payment Date on or after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (eachJune 30, a “Redemption Date”)2027, in which case redeem this Note must be redeemed on such Redemption Date Subordinated Note, in whole or in part, as applicablewithout premium or penalty, prior but in all cases in a principal amount with integral multiples of $1,000. In addition, the Company may, at its option, redeem all, but not a portion of the Subordinated Notes, at any time upon the occurrence of a Tier 2 Capital Event, Tax Event or an Investment Company Event. Any redemption of this Subordinated Note shall be subject to the Stated Maturity Dateprior approval of the Federal Reserve (or its designee) or any successor agency, in increments of $1,000 and any other banking regulatory agency, to the extent such approval shall then be required by law, regulation or policy. This Subordinated Note is not subject to redemption at the applicable option of the Holder. The Redemption Price (as defined below)with respect to any redemption permitted under the Indenture will be equal to 100% of the principal amount of this Subordinated Note, together with or portion thereof, to be redeemed, plus accrued but unpaid interestinterest and Additional Interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to . (b) If less than the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the then outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Subordinated Note is redeemed, (i) a new note shall be issued representing the Indenture Trustee will select by lot or, in its discretion, unredeemed portion without charge to the Holder thereof and (ii) such redemption shall be effected on a pro rata basisbasis as to the Holders. For purposes of clarity, upon a partial redemption, a like percentage of the principal amount of the interest of each direct participant in the Trust to every Subordinated Note held by every Holder shall be redeemed. (c) If notice of redemption has been duly given and notwithstanding that any Subordinated Notes so called for redemption have not been surrendered for cancellation, on and after the Redemption Date interest shall cease to accrue on all Subordinated Notes so called for redemption, all Subordinated Notes so called for redemption shall no longer be deemed outstanding and all rights with respect to such Subordinated Notes shall forthwith on such Redemption Date cease and terminate (unless the Company shall default in the payment of the redemption price), except only the right of the Holder thereof to receive the amount payable on such redemption, without interest.

Redemption. If no redemption right is set forth on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“"Principal Life”") (each, a “"Redemption Date”"), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “"Redemption Price” " shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. The Initial Redemption Percentage, if any, applicable to this Note shall decline at each anniversary of the Initial Redemption Date by an amount equal to the applicable Annual Redemption Percentage Reduction, if any, until the Redemption Price is equal to 100% of the unpaid amount thereof to be redeemed. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemed.

Redemption. If no redemption right is set forth on the face hereof, this (a) This Note may not be redeemed prior to at the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed Company’s election at any time in whole or from time to time in part part. The Company shall evidence such election by Principal Life Insurance Company sending a Notice to that effect to the Holder (the “Principal LifeNotice of Redemption”) in writing at least 15 calendar days but no more than 60 calendar days before the redemption date. (each, a “b) The Notice of Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to shall state: (i) the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), (ii) if less than the entire principal amount of this Note is to be redeemed, together with the principal amount to be redeemed, (iii) the redemption date, and (iv) the place or places that payment will be made upon presentation and surrender of the principal amount of this Note to be redeemed. (c) The redemption price for this Note will equal 100% of the principal amount being redeemed plus accrued and unpaid interest, if any, accrued thereon interest on the principal amount being redeemed up to, but excluding, the applicable Redemption Date. date of redemption (the “Redemption Price” shall mean an ”). (d) Unless the Company defaults in the payment of the Redemption Price, interest will cease to accrue at the redemption date on any principal amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying that has been called for redemption. (1e) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of a redemption of this Note in part only, the Note shall be surrendered at the place of payment set forth in the Notice of Redemption and the Company shall execute and deliver a new senior promissory note having the same terms as this Note in aggregate principal amount equal to and in exchange for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon principal of the surrender hereof. If less than all Note so surrendered. (f) This Note may not be redeemed if the principal amount of this Note has been accelerated, and such acceleration has not been rescinded, on or prior to the redemption date (except in the case of an acceleration resulting from a default by the Company in the payment of the Redemption Price with respect to this Note). (g) Notwithstanding anything to the contrary contained in the Note Purchase Agreement or this Note, if more than one of the Series Notes issued pursuant to the Note Purchase Agreement is redeemedoutstanding at a time when the Company elects to redeem any of the Series Notes, the Indenture Trustee will select by lot or, in its discretion, Company must redeem amounts outstanding under all of the issued and outstanding Series Notes on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemed.

Redemption. If no redemption right is set forth Holdings, on behalf of the face hereofObligors, this Note may not be redeemed prior to redeem the Stated Maturity DateNotes, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicableat any time, prior at its option, at a redemption price equal to the Stated Maturity DateApplicable Percentage of the principal amount of the Notes to be redeemed, in increments plus accrued and unpaid interest on the principal amount of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon Notes to be redeemed to, but excluding, the applicable Redemption Dateredemption date. “Redemption Price” shall mean an amount equal to If less than all of the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note Notes are to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage Notes shall be redeemed on a pro rata basis. The “Applicable Percentage” means (i) in the case of a redemption on or prior to June 12, 2016, 107% or (ii) in the case of a redemption after June 12, 2016, 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount Notice of this Note any such redemption must be mailed by first-class mail or electronically delivered to the registered holder of the Notes to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor no less than thirty (30) calendar 30 days prior to the proposed Redemption Dateredemption date and shall specify the designated redemption date and the aggregate principal amount to be redeemed thereon. Notice of redemption having been given, the Notes to be so redeemed shall, on the redemption date, become due and payable at the redemption price provided for herein, and from and after such date (unless the Obligors shall default in the payment of the redemption price and accrued interest) such Notes shall cease to bear interest. In the event of redemption of this Note in part only, a new Note or Notes for the unredeemed portion hereof shall will be issued in the name of the Holder hereof upon the surrender holder or holders hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemed.

Redemption. If no redemption right is set forth so specified on the face hereof, this Note may not be redeemed prior to at the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case option of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed NIB in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such the Optional Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise Dates specified on the face hereof, in the Initial Redemption Percentage case of Book-Entry Notes, by facsimile transmission to DTC in accordance with agreed upon procedures and, in the case of Certificated Notes, upon the mailing by the Fiscal Agent by first-class mail, postage prepaid, or via facsimile transmission to such number as the Fiscal Agent shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount have furnished to NIB, of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount a notice of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given such redemption not less than 30 nor more than sixty (60) nor less than thirty (30) calendar 60 days prior to the proposed date fixed for redemption, unless otherwise provided in the relevant Pricing Supplement, to the Holder hereof at its last registered address appearing in the Note Register, at the applicable Redemption DatePrice specified on the face hereof, together in each case with accrued interest, if any, to the date fixed for redemption. In Any Note called for redemption shall become due and payable on the event date specified in such notice (herein called the “redemption date”), and upon presentation and surrender of such Note at the place or places specified in such notice, such Note shall be paid at the Redemption Price together with accrued interest, if any, to the redemption date. From and after the redemption date (unless NIB shall default in the payment of the Redemption Price and accrued interest), if money for the redemption of this Note shall have been made available as provided herein, this Note shall cease to bear interest and the only right of the Holder hereof shall be to receive payment respectively of the Redemption Price and all unpaid interest accrued to the redemption date, as provided above. If any such Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal thereof shall, until paid, bear interest from the date of redemption at the rate borne by such Note. Any Note which is to be redeemed only in part onlyshall be surrendered to the Fiscal Agent, and the Fiscal Agent shall complete, authenticate and deliver to the Holder of such Note, without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, having identical terms and conditions, in an aggregate principal amount equal to and in exchange for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedso surrendered.

Redemption. If no redemption right is set forth The Company may, at any time or from time to time, on the face hereofor after December 15, 2021, redeem this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Subordinated Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicablewithout premium or penalty, prior to the Stated Maturity Date, but in increments all cases in a principal amount with minimum denominations of $1,000 and with integral multiples in excess thereof. In addition, the Company may, at its option, redeem all or a portion of the Subordinated Notes, at any time upon the occurrence of a Tier 2 Capital Event, Tax Event or an Investment Company Event. Any redemption with respect to this Subordinated Note will be subject to any required regulatory approvals. This Subordinated Note is not subject to redemption at the applicable option of the Holder. The Redemption Price (as defined below)with respect to any redemption permitted under this Indenture will be equal to 100% of the principal amount of this Subordinated Note, together with or portion thereof, to be redeemed, plus accrued but unpaid interestinterest and Additional Interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal If all or any portion of the Subordinated Notes ceases to be deemed to be Tier 2 Capital, other than due to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified limitation imposed on the face capital treatment of subordinated debt during the five (5) years immediately preceding the Maturity Date of the Subordinated Notes, the Company will as promptly as reasonably practicable notify the Trustee and the Holders thereof, and thereafter, subject to the terms hereof, the Initial Company and the Holders will work together in good faith, and the Company shall request the Trustee and the Holders to execute and deliver all agreements as reasonably necessary, in order to restructure the applicable portions of the obligations evidenced by the Subordinated Notes to qualify as Tier 2 Capital; provided, however, that nothing contained in this Section shall limit the Company’s right to redeem the Subordinated Notes upon the occurrence of a Tier 2 Capital Event pursuant to Section 10.01(3) of the Indenture. If notice of redemption has been duly given and notwithstanding that any Subordinated Notes so called for redemption have not been surrendered for cancellation, on and after the Redemption Percentage Date interest shall cease to accrue on all Subordinated Notes so called for redemption, all Subordinated Notes so called for redemption shall no longer be deemed outstanding and all rights with respect to such Subordinated Notes shall forthwith on such Redemption Date cease and terminate (unless the Company shall default in the payment of the Redemption Price), except only the right of the Holders thereof to receive the amount payable on such redemption, without interest. Any redemption of the Subordinated Notes or notice of redemption may, at the Company’s discretion, be subject to one or more conditions precedent. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be 100% satisfied (or waived by the Company in its sole discretion), or such redemption may not occur and such notice may be rescinded in the Annual Redemption Percentage Reduction event that any or all such conditions shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined not have been satisfied by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In , or by the event Redemption Date so delayed and such redemption provisions may be adjusted to comply with the requirements of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedany depositary.

Redemption. If no redemption right is set forth on Prior to January 1, 2011, the face hereof, this Note may Series U Debentures will not be redeemed prior redeemable at the Company’s option. At any time and from time to the Stated Maturity Datetime on or after January 1, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note2011, the Trust shall elect to Company may redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed Series U Debentures, in whole or in part by Principal Life Insurance Company part, in cash at a price (the “Principal Life”Redemption Price") equal to 100% of the principal amount of the redeemed Series U Debentures, plus (each, a 1) accrued and unpaid interest on the redeemed Series U Debentures to but not including the date of redemption (the “Redemption Date”), in which case this Note must and (2) as applicable and as provided below, the Redemption Adjustment Amount with respect to the Series U Debentures selected for redemption and scheduled to be redeemed on such Redemption Date in whole (including any such Series U Debentures selected for redemption with respect to which a Conversion Date has been set on or in part, as applicable, prior to the Stated Maturity Close of Business on the second Business Day immediately preceding the Redemption Date) (the “Called Debentures"); provided, however, that if such Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, in increments then the full amount of $1,000 at the applicable Redemption Price (as defined below), together with accrued and unpaid interest, if any, accrued thereon topayable on such Interest Payment Date shall be paid to the Holders of record of the Series U Debentures at the Close of Business on the corresponding Record Date (which may or may not be the same person to whom the Company will pay the Redemption Price) and the Redemption Price shall equal 100% of the principal amount of the redeemed Series U Debentures plus, but excludingas applicable and as provided below, the applicable Redemption Date. “Redemption Price” shall mean Adjustment Amount with respect to the Called Debentures minus an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified interest payable on that Interest Payment Date on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement redeemed Series U Debentures with respect to the period from the Redemption Date to but not including the Interest Payment Date. For the avoidance of doubt, the Redemption Adjustment Amount (if any) shall only be redeemed by Principal Life by (B) due and payable upon a redemption under and pursuant to this Section 5 and not upon the outstanding principal amount occurrence of, or in connection with, any other circumstance, event or condition, including without limitation a repurchase pursuant to Section 6 hereof. The Series U Debentures are not entitled to any sinking fund. In the case of any partial redemption, selection of the Funding AgreementSeries U Debentures for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Series U Debentures are listed or, if the Series U Debentures are not listed on a national securities exchange, by lot or by such other method as directed by the Company. Notice must be given The Trustee will make that selection not more than sixty (60) nor less than thirty (30) calendar forty-five days prior to before the proposed Redemption Date. In If a portion of a Holder’s Series U Debentures is selected for redemption and a Holder converts a portion of its Series U Debentures, the event converted portion will, notwithstanding the conversion, be deemed to be part of the portion selected for redemption of this Note in part only, a new Note (so that only the difference between the portion selected for redemption and the unredeemed converted portion hereof will need to actually be redeemed). The Company shall not redeem any Series U Debentures if it has failed to pay interest on the Series U Debentures and such failure to pay is continuing. Series U Debentures that the Trustee selects shall be issued in the name principal amounts of the Holder hereof upon the surrender hereof. If less than all $25.00 or integral multiples of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemed$25.00.

Redemption. This Senior Note shall be subject to redemption at the option of the Issuer, in whole or in part, at any time, and from time to time, in increments of U.S. $1,000 (provided that any remaining principal amount hereof shall be at least U.S. $1,000, and subject further to the provisions of the Indenture), at a redemption price equal to the sum of (i) the principal amount of the Senior Notes being redeemed, plus accrued and unpaid interest thereon to the redemption date, and (ii) the Make-Whole Amount, if any (together, the "Redemption Price"). If no notice has been given as provided in the Original Indenture and funds for the redemption right is set forth of any Senior Notes called for redemption shall have been made available on the face hereofredemption date referred to in such notice, this Note may such Senior Notes shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders from and after the redemption date shall be to receive payment of the Redemption Price upon surrender of such Senior Notes in accordance with such notice. Notice of any optional redemption of any Senior Notes shall be given to Holders at their addresses, as shown in the security register for the Senior Notes, not be redeemed less than 30 nor more than 60 days prior to the Stated Maturity Datedate fixed for redemption. The notice of redemption shall specify, except among other items, the Redemption Price and the principal amount of the Senior Notes held by such Holder to be redeemed. If less than all the Senior Notes are to be redeemed at the option of the Issuer, the Issuer will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as set forth in is satisfactory to the Indenture Trustee) of the aggregate principal amount of the Senior Notes to be redeemed and their redemption date. The Trustee shall select, pro rata, by lot or in Section 10 hereof. In the case of a Note that is not a Discount Notesuch manner as it shall deem fair and appropriate, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is Senior Notes to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must part. Senior Notes may be redeemed on such Redemption Date in whole or part in part, as applicable, prior to the Stated Maturity Date, in increments authorized denomination of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Dateor in any integral multiple thereof. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemed.As used herein:

Redemption. If no redemption right is This Note will not be convertible or subject to any sinking fund and, except as set forth in the following paragraph, will not be subject to redemption at the option of the Company or subject to repayment at the option of the Holder hereof prior to the Stated Maturity Date. Unless one or more Redemption Dates are specified on the face hereof, this Note may shall not be redeemed redeemable at the option of the Company before the Stated Maturity Date specified on the face hereof. If one or more Redemption Dates (or ranges of Redemption Dates) are so specified, this Note is subject to redemption on any such date (or during any such range) at the option of the Company, upon notice by first-class mail, postage prepaid, mailed not less than 30 days nor more than 60 days prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed specified in whole or in part by Principal Life Insurance Company (“Principal Life”) (eachsuch notice, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price specified on the face hereof (expressed as defined belowa percentage of the principal amount of this Note), together in the case of any such redemption with unpaid interestaccrued interest to the Redemption Date, but interest installments whose Stated Maturity Date is prior to the Redemption Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular Record Date or Special Record Date, all as provided in the Indenture. The Company may elect to redeem less than the entire principal amount hereof, provided that the principal amount, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the that remains outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Dateafter such redemption is an authorized denomination. In the event of any redemption in part, the Company shall not be required to (i) issue, register the transfer of, or exchange any Note during a period beginning at the opening of this Note in part onlybusiness 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the Redemption Notice or (ii) register the transfer or exchange of any Note, a new Note or any portion thereof, called for redemption, except the unredeemed portion hereof shall be issued of any Note being redeemed in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedpart.

Redemption. If no redemption right is set forth on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereofIndenture. In the case of a Note that is not a Discount Note, if If a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date on or after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Hartford Life Insurance Company (“Principal "Hartford Life”") (each, a “"Redemption Date”"), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “"Redemption Price” " shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on redeemed (or in the face hereofcase of Discount Notes, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%multiplied as set forth in Section 3(c)(ii) above). The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Hartford Life by (B) the outstanding principal amount of the Funding Agreement. The Initial Redemption Percentage, if any, applicable to this Note shall decline at each anniversary of the Initial Redemption Date by an amount equal to the applicable Annual Redemption Percentage Reduction, if any, until the Redemption Price is equal to 100% of the unpaid amount thereof to be redeemed. Notice must be given not more than sixty seventy-five (6075) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemed.

Redemption. If no redemption right is set forth on the face hereof, this Note may not be redeemed prior Prior to the Stated Maturity Par Call Date, except as set forth in the Indenture or in Section 10 hereof. In Company may redeem the case of a Note that is not a Discount NoteNotes at its option, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, at any time and from time to time, at a redemption price (expressed as applicable, prior a percentage of principal amount and rounded to three decimal places) equal to the Stated Maturity greater of: (a) the sum of the present values of the remaining scheduled payments of principal of the Notes being redeemed and interest thereon discounted to the redemption date (assuming the Notes being redeemed matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 40 basis points, less (b) interest accrued to the redemption date; and (ii) 100% of the principal amount of the Notes being redeemed, plus, in increments of $1,000 at the applicable Redemption Price (as defined below)either case, together with accrued and unpaid interest, if any, accrued thereon to, but excludingnot including, the applicable Redemption redemption date. On or after the Par Call Date. “Redemption Price” shall mean an amount , the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and of the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) Notes being redeemed, plus accrued and unpaid interest, if any, thereon to, but not including, the outstanding principal amount of the Funding Agreementredemption date. Notice must of any redemption will be given mailed or electronically delivered (or otherwise transmitted in accordance with the Depositary’s procedures or, for the avoidance of doubt, such shorter period as is specified solely in respect of a Special Mandatory Redemption) at least ten (10) days but not more than sixty (60) nor less days before the redemption date to each Holder of Notes to be redeemed. The notice of redemption for the Notes will (other than thirty (30in respect of a Special Mandatory Redemption, notice of which shall be provided in accordance with Section 107 below) calendar days prior to be provided in accordance with Section 4.03 of the proposed Redemption DateBase Indenture and will state the information required under Section 4.03(c) of the Base Indenture. In the event case of a partial redemption, selection of the Notes for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. No Notes of this a principal amount of $2,000 or less will be redeemed in part. A new Note in part only, a new Note for principal amount equal to the unredeemed portion hereof shall of the Note will be issued in the name of the Holder hereof holder of the Note upon surrender for cancellation of the surrender hereoforiginal Note. If less For so long as the Notes are held by the Depositary (or another depositary), the redemption of the Notes shall be done in accordance with the policies and procedures of the Depositary. Unless the Company defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the notes or portions thereof called for redemption. Notice of any optional redemption of the Notes may, at the Company’s discretion, be given in connection with a debt or equity offering or incurrence or other transaction (or series of related transactions), Change of Control or other event and prior to the completion or the occurrence thereof, and any such redemption may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of the related debt or equity offering, incurrence, transaction or event, as the case may be. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, in the Company’s discretion, the redemption date may be delayed until such time (including more than sixty (60) days after the date the notice of redemption was mailed or delivered, including by electronic transmission) as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Company in its sole discretion) by the redemption date or by the redemption date as so delayed, or such notice may be rescinded at any time in the Company’s discretion if the Company reasonably believes that any or all of this Note is redeemedsuch conditions will not be satisfied or waived. In addition, the Indenture Trustee will select by lot or, Company may provide in its discretion, on a pro rata basis, the amount such notice that payment of the interest redemption price and performance of each direct participant the Company’s obligations with respect to such redemption may be performed by another Person. The Company’s actions and determinations in determining the redemption price on any redemption date shall be conclusive and binding for all purposes, absent manifest error. The Trustee shall have no duty to determine or verify the Company’s determination of the redemption price or the Treasury Rate. The Company may, subject to compliance with applicable law, at any time purchase Notes in the Trust to be redeemedopen market or otherwise.

Redemption. If no redemption right is set forth so specified on the face hereof, this Note may not be redeemed prior to at the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case option of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed NIB in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such the Optional Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise Dates specified on the face hereof, in the Initial Redemption Percentage case of Book-Entry Notes, by facsimile transmission to DTC in accordance with agreed upon procedures and, in the case of Certificated Notes, upon the mailing by the Fiscal Agent by first-class mail, postage prepaid, or via facsimile transmission to such number as the Fiscal Agent shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount have furnished to NIB, of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount a notice of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given such redemption not less than 30 nor more than sixty (60) nor less than thirty (30) calendar 60 days prior to the proposed date fixed for redemption, unless otherwise provided in the relevant Pricing Supplement, to the Holder hereof at its last registered address appearing in the Note Register, at the applicable Redemption DatePrice specified on the face hereof, together in each case with accrued interest, if any, to the date fixed for redemption. In Any Note called for redemption shall become due and payable on the event date specified in such notice (herein called the “redemption date”), and upon presentation and surrender of such Note at the place or places specified in such notice, such Note shall be paid at the Redemption Price together with accrued interest, if any, to the redemption date. From and after the redemption date (unless NIB shall default in the payment of the Redemption Price and accrued interest), if money for the redemption of this Note shall have been made available as provided herein, this Note shall cease to bear interest and the only right of the Holder hereof shall be to receive payment respectively of the Redemption Price and all unpaid interest accrued to the redemption date, as provided above. If any such Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal thereof shall, until paid, bear interest from the date of redemption at the rate borne by such Note. Any Note which is to be redeemed only in part onlyshall be surrendered to the Fiscal Agent, and the Fiscal Agent shall complete, authenticate and deliver to the Holder of such Note, without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, having identical terms and conditions, in an aggregate principal amount equal to and in exchange for the unredeemed portion hereof shall be issued of the Note so surrendered. If this Note is an Original Issue Discount Note (other than an Indexed Note), anything to the contrary notwithstanding, the amount payable in the name event of (A) repayment at the option of the Holder hereof upon or redemption, in lieu of the surrender principal amount due at the maturity hereof. If less than all , shall be the Amortized Face Amount (as defined below) of this Note is redeemedas of the date fixed for repayment or redemption and (B) acceleration of maturity, shall be the Indenture Trustee will select aggregate principal amount of this Note multiplied by lot orthe sum of the Issue Price hereof (expressed as a percentage of the aggregate principal amount) plus the original issue discount amortized from the Original Issue Date hereof to the date of declaration of acceleration, which amortization shall be calculated using the “interest method” (computed in its discretion, accordance with generally accepted accounting principles in effect on a pro rata basis, the date of declaration of acceleration). The “Amortized Face Amount” of this Note shall be the amount equal to (a) the Issue Price (as set forth on the face hereof) plus (b) that portion of the interest difference between the Issue Price and the principal amount hereof that has accrued at the Yield to Maturity (as set forth on the face hereof) (computed in accordance with generally accepted United States bond yield computation principles) at the date as of each direct participant which the Amortized Face Amount is calculated, but in no event shall the Trust to be redeemedAmortized Face Amount of this Original Issue Discount Note exceed its stated principal amount.

Redemption. If no redemption right is set forth on The Borrower will have the face hereofoption at any time up to the 170th date after the Closing Date, of prepaying the outstanding Principal amount of this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption DateOptional Redemption”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior by paying to the Stated Maturity Date, Holder a sum of money in increments cash equal to one hundred and thirty percent (118%) of $1,000 at the applicable Redemption Price (as defined below)Principal amount to be redeemed, together with accrued but unpaid interest, if anyinterest thereon and any and all other sums due, accrued thereon toor payable to the Holder arising under this Note through the Redemption Payment Date as defined below (the “Redemption Amount”). Xxxxxxxx’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), but excludingwhich date shall be a date certain not sooner than twenty (20) business days after the date of the Notice of Redemption (the “Redemption Period”). At all times up to the Redemption Payment Date, the applicable holder may convert any portion of this Note. On the Redemption Payment Date. “, the Redemption Price” Amount, less any portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall mean an amount equal be paid in good funds to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption DateHolder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of redemption Redemption will be null and void, (ii) Borrower will have no right to deliver another Notice of this Note in part onlyRedemption, a new Note for the unredeemed portion hereof shall and (iii) Borrower’s failure may be issued in the name of the deemed by Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemeda non-curable Event of Default.

Redemption. If no redemption right is set forth The Company may, at any time or from time to time, on the face hereofor after December 15, 2021, redeem this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Subordinated Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicablewithout premium or penalty, prior to the Stated Maturity Date, but in increments all cases in a minimum denomination of $1,000 and with integral multiples of $1,000 in excess thereof. In addition, the Company may, at its option, redeem all or a portion of the Subordinated Notes, at any time upon the occurrence of a Tier 2 Capital Event, Tax Event or an Investment Company Event. Any redemption with respect to this Subordinated Note will be subject to any required regulatory approvals. This Subordinated Note is not subject to redemption at the applicable option of the Holder. The Redemption Price (as defined below)with respect to any redemption permitted under this Indenture will be equal to 100% of the principal amount of this Subordinated Note, together with or portion thereof, to be redeemed, plus accrued but unpaid interestinterest and Additional Interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal If all or any portion of the Subordinated Notes ceases to be deemed to be Tier 2 Capital, other than due to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified limitation imposed on the face capital treatment of subordinated debt during the five (5) years immediately preceding the Maturity Date of the Subordinated Notes, the Company will as promptly as reasonably practicable notify the Trustee and the Holders thereof, and thereafter, subject to the terms hereof, the Initial Company and the Holders will work together in good faith, and the Company shall request the Trustee and the Holders to execute and deliver all agreements as reasonably necessary, in order to restructure the applicable portions of the obligations evidenced by the Subordinated Notes to qualify as Tier 2 Capital; provided, however, that nothing contained in this Section shall limit the Company’s right to redeem the Subordinated Notes upon the occurrence of a Tier 2 Capital Event pursuant to Section 10.01(3) of the Indenture. If notice of redemption has been duly given and notwithstanding that any Subordinated Notes so called for redemption have not been surrendered for cancellation, on and after the Redemption Percentage Date interest shall cease to accrue on all Subordinated Notes so called for redemption, all Subordinated Notes so called for redemption shall no longer be deemed outstanding and all rights with respect to such Subordinated Notes shall forthwith on such Redemption Date cease and terminate (unless the Company shall default in the payment of the Redemption Price), except only the right of the Holders thereof to receive the amount payable on such redemption, without interest. Any redemption of the Subordinated Notes or notice of redemption may, at the Company’s discretion, be subject to one or more conditions precedent. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be 100% satisfied (or waived by the Company in its sole discretion), or such redemption may not occur and such notice may be rescinded in the Annual Redemption Percentage Reduction event that any or all such conditions shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined not have been satisfied by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In , or by the event Redemption Date so delayed and such redemption provisions may be adjusted to comply with the requirements of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedany depositary.

Redemption. If no redemption right is set forth on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in this Note, in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal ING USA Annuity and Life Insurance Company (“Principal LifeING USA”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life ING USA by (B) the outstanding principal amount of the Funding Agreement. The Initial Redemption Percentage, if any, applicable to this Note shall decline at each anniversary of the Initial Redemption Date by an amount equal to the applicable Annual Redemption Percentage Reduction, if any, until the Redemption Price is equal to 100% of the unpaid amount thereof to be redeemed. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemed.

Redemption. If no redemption right is set forth on the face hereof, this (a) This Note may shall not be redeemed redeemable by the Company prior to March 1, 2022. On and after March 1, 2022, the Stated Maturity DateCompany may, except as set forth in the Indenture at its option, redeem (an “Optional Redemption”) for cash all or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face any portion of this Note, at the Trust shall elect to redeem this Note on Optional Redemption Price, if the Interest Payment Date after Last Reported Sale Price of the Initial Redemption Date set forth on Common Stock has been at least 130% of the face hereof Conversion Rate then in effect for at least twenty (20) Trading Days (whether or not consecutive) during any thirty (30) consecutive Trading Day period (including the last Trading Day of such period) ending on, and including, the Trading Day immediately preceding the date on which the Funding Agreement is Company provides the Notice of Optional Redemption (as defined below) in accordance with this Section 3(b). (b) In case the Company exercises its Optional Redemption right to be redeemed in whole or in redeem all or, as the case may be, any part by Principal Life Insurance of this Note pursuant to Section 3(a), the Company shall give the Holder fifteen (15) Business Days’ prior written notice of any such Optional Redemption (the “Principal LifeNotice of Optional Redemption”) and shall fix a date for redemption (each, a the “Optional Redemption Date”). Upon receipt of a Notice of Optional Redemption, the Holder may surrender all or any portion of their Notes for conversion pursuant to Section 4(a) at any time prior to the close of business on the Scheduled Trading Day immediately preceding the Optional Redemption Date. After that time, the right to convert shall expire, unless the Company defaults in the payment of the Optional Redemption Price, in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at Holder may convert its Notes until the applicable Optional Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, has been paid or duly provided for. If fewer than all of the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note outstanding Notes are to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage Company shall be 100% and redeem the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, Notes on a pro rata basisbasis among all Holders. If any Note selected for partial redemption is submitted for conversion pursuant to Section 4(a) in part after such selection, the amount portion of the interest of each direct participant in the Trust Note submitted for conversion shall be deemed (so far as may be possible) to be redeemedthe portion selected for redemption.

Redemption. If no redemption right is set forth so specified on the face hereof, this Note may not be redeemed prior to at the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case option of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed NIB in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such the Optional Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise Dates specified on the face hereof, in the Initial Redemption Percentage case of Book-Entry Notes, by facsimile transmission to DTC in accordance with agreed upon procedures and, in the case of Certificated Notes, upon the mailing by the Fiscal Agent by first-class mail, postage prepaid, or via facsimile transmission to such number as the Fiscal Agent shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount have furnished to NIB, of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount a notice of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given such redemption not less than 30 nor more than sixty (60) nor less than thirty (30) calendar 60 days prior to the proposed date fixed for redemption, unless otherwise provided in the relevant Pricing Supplement, to the Holder hereof at its last registered address appearing in the Note Register, at the applicable Redemption DatePrice specified on the face hereof, together in each case with accrued interest, if any, to the date fixed for redemption. In Any Note called for redemption shall become due and payable on the event date specified in such notice (herein called the “redemption date”), and upon presentation and surrender of such Note at the place or places specified in such notice, such Note shall be paid at the Redemption Price together with accrued interest, if any, to the redemption date. From and after the redemption date (unless NIB shall default in the payment of the Redemption Price and accrued interest), if money for the redemption of this Note shall have been made available as provided herein, this Note shall cease to bear interest and the only right of the Holder hereof shall be to receive payment respectively of the Redemption Price and all unpaid interest accrued to the redemption date, as provided above. If any such Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal thereof shall, until paid, bear interest from the date of redemption at the rate borne by such Note. Any Note which is to be redeemed only in part onlyshall be surrendered to the Fiscal Agent, and the Fiscal Agent shall complete, authenticate and deliver to the Holder of such Note, without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, having identical terms and conditions, in an aggregate principal amount equal to and in exchange for the unredeemed portion hereof shall be issued of the Note so surrendered. If this Note is an Original Issue Discount Note (“OID Note”)(other than an Indexed Note), anything to the contrary notwithstanding, the amount payable in the name event of (A) repayment at the option of the Holder hereof upon or redemption, in lieu of the surrender principal amount due at the maturity hereof. If less than all , shall be the Amortized Face Amount (as defined below) of this Note is redeemedas of the date fixed for repayment or redemption and (B) acceleration of maturity, shall be the Indenture Trustee will select aggregate principal amount of this Note multiplied by lot orthe sum of the Issue Price hereof (expressed as a percentage of the aggregate principal amount) plus the original issue discount amortized from the Original Issue Date hereof to the date of declaration of acceleration, which amortization shall be calculated using the “interest method” (computed in its discretion, accordance with generally accepted accounting principles in effect on a pro rata basis, the date of declaration of acceleration). The “Amortized Face Amount” of this Note shall be the amount equal to (a) the Issue Price (as set forth on the face hereof) plus (b) that portion of the interest difference between the Issue Price and the principal amount hereof that has accrued at the Yield to Maturity (as set forth on the face hereof) (computed in accordance with generally accepted United States bond yield computation principles) at the date as of each direct participant which the Amortized Face Amount is calculated, but in no event shall the Trust to be redeemedAmortized Face Amount of this OID Note exceed its stated principal amount.

Redemption. If no redemption right is set forth The Company may, at any time or from time to time on the face hereofor after October 15, 2025, redeem this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Subordinated Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicablewithout premium or penalty, prior to the Stated Maturity Date, but in increments all cases in a principal amount with integral multiples of $1,000 1,000. In addition, the Company may redeem all, but not a portion of the Subordinated Notes, at any time upon the occurrence of a Tier 2 Capital Event, Tax Event or an Investment Company Event. Any redemption with respect to this Subordinated Note will be subject to any required regulatory approvals. This Subordinated Note is not subject to redemption at the applicable option of the Holder. The Redemption Price (as defined below)with respect to any redemption permitted under this Indenture will be equal to 100% of the principal amount of this Subordinated Note, together with or portion thereof, to be redeemed, plus accrued but unpaid interestinterest and Additional Interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal If all or any portion of the Subordinated Notes ceases to be deemed to be Tier 2 Capital, other than due to the Initial Redemption Percentage limitation imposed on the capital treatment of subordinated debt during the five (5) years immediately preceding the Maturity Date of the Subordinated Notes, Company will immediately notify the Trustee and the Holders, and thereafter Company shall request, subject to the terms hereof, that the Trustee and the Holders execute and deliver all agreements as adjusted reasonably necessary in order to restructure the applicable portions of the obligations evidenced by the Annual Redemption Percentage ReductionSubordinated Notes to qualify as Tier 2 Capital; provided, if applicable) multiplied by however, that the unpaid Principal Amount foregoing shall not limit the Company’s right to redeem the Subordinated Notes upon the occurrence of this Note to be redeemeda Tier 2 Capital Event. Unless otherwise specified on If less than the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the then outstanding principal amount of this Subordinated Note is redeemed, (i) a new note shall be issued representing the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior unredeemed portion without charge to the proposed Redemption DateHolder thereof and (ii) such redemption shall be effected on a pro rata basis as to the Holder, and if the Subordinated Notes are represented by Global Subordinated Notes held by DTC and such redemption is processed through DTC, such redemption will be made on a “Pro Rata Pass-Through Distribution of Principal” basis in accordance with the procedures of DTC. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basisredemption as provided in the preceding sentence is not permitted under applicable law or applicable requirements of DTC, the amount of the interest of each direct participant in the Trust Subordinated Notes to be redeemedredeemed will be selected by lot or such method as the Trustee will deem fair and appropriate.

Redemption. If no redemption right is set forth (a) The Company may, at its option, on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the any Interest Payment Date on or after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (eachMarch 30, a “Redemption Date”)2027, in which case redeem this Note must be redeemed on such Redemption Date Subordinated Note, in whole or in part, as applicablewithout premium or penalty, prior but in all cases in a principal amount with integral multiples of $1,000. In addition, the Company may, at its option, redeem all, but not a portion of the Subordinated Notes, at any time upon the occurrence of a Tier 2 Capital Event, Tax Event or an Investment Company Event. Any redemption of this Subordinated Note shall be subject to the Stated Maturity Dateprior approval of the Federal Reserve (or its designee) or any successor agency, in increments of $1,000 and any other banking regulatory agency, to the extent such approval shall then be required by law, regulation or policy. This Subordinated Note is not subject to redemption at the applicable option of the Holder. The Redemption Price (as defined below)with respect to any redemption permitted under the Indenture will be equal to 100% of the principal amount of this Subordinated Note, together with or portion thereof, to be redeemed, plus accrued but unpaid interestinterest and Additional Interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to . (b) If less than the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the then outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Subordinated Note is redeemed, (i) a new note shall be issued representing the Indenture Trustee will select by lot or, in its discretion, unredeemed portion without charge to the Holder thereof and (ii) such redemption shall be effected on a pro rata basisbasis as to the Holders. For purposes of clarity, upon a {N4515371.5}80 123157889v4 partial redemption, a like percentage of the principal amount of the interest of each direct participant in the Trust to every Subordinated Note held by every Holder shall be redeemed. (c) If notice of redemption has been duly given and notwithstanding that any Subordinated Notes so called for redemption have not been surrendered for cancellation, on and after the Redemption Date interest shall cease to accrue on all Subordinated Notes so called for redemption, all Subordinated Notes so called for redemption shall no longer be deemed outstanding and all rights with respect to such Subordinated Notes shall forthwith on such Redemption Date cease and terminate (unless the Company shall default in the payment of the redemption price), except only the right of the Holder thereof to receive the amount payable on such redemption, without interest.

Redemption. If no redemption right is set forth The Company may, at any time or from time to time on the face hereofor after March 30, 2026, redeem this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Subordinated Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicablewithout premium or penalty, prior to the Stated Maturity Date, but in increments all cases in a principal amount with integral multiples of $1,000 1,000. In addition, the Company may redeem all, but not a portion of the Subordinated Notes, at any time upon the occurrence of a Tier 2 Capital Event, Tax Event or an Investment Company Event. Any redemption with respect to this Subordinated Note will be subject to any required regulatory approvals. This Subordinated Note is not subject to redemption at the applicable option of the Holder. The Redemption Price (as defined below)with respect to any redemption permitted under this Indenture will be equal to 100% of the principal amount of this Subordinated Note, together with or portion thereof, to be redeemed, plus accrued but unpaid interestinterest and Additional Interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal If all or any portion of the Subordinated Notes ceases to be deemed to be Tier 2 Capital, other than due to the Initial Redemption Percentage limitation imposed on the capital treatment of subordinated debt during the five (5) years immediately preceding the Maturity Date of the Subordinated Notes, Company will immediately notify the Trustee and the Holders, and thereafter Company shall request, subject to the terms hereof, that the Trustee and the Holders execute and deliver all agreements as adjusted reasonably necessary in order to restructure the applicable portions of the obligations evidenced by the Annual Redemption Percentage ReductionSubordinated Notes to qualify as Tier 2 Capital; provided, if applicable) multiplied by however, that the unpaid Principal Amount foregoing shall not limit the Company’s right to redeem the Subordinated Notes upon the occurrence of this Note to be redeemeda Tier 2 Capital Event. Unless otherwise specified on If less than the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the then outstanding principal amount of this Subordinated Note is redeemed, (i) a new note shall be issued representing the Funding Agreement unredeemed portion without charge to the Holder thereof and (ii) such redemption shall be redeemed effected on a pro rata basis as to the Holder, and if the Subordinated Notes are represented by Principal Life Global Subordinated Notes held by (B) the outstanding principal amount Depositary and such redemption is processed through the Depositary, such redemption will be made on a “Pro Rata Pass-Through Distribution of Principal” basis in accordance with the procedures of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption DateDepositary. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basisredemption as provided in the preceding sentence is not permitted under applicable law or applicable requirements of the Depositary, the amount of the interest of each direct participant in the Trust Subordinated Notes to be redeemedredeemed will be selected by lot or such method as the Trustee will deem fair and appropriate.

Redemption. If no redemption right is set forth on the face hereof, this Note Investor Units may not be redeemed prior for a period ---------- of 90 days following the purchase thereof (such period the "Initial 90-day Period"). Following the expiration of the Initial 90-day Period, each Holder shall be entitled, upon 30 days' advance written notice to the Stated Maturity DateTrustee before the end of any calendar quarter, except as set forth in to have the Indenture Fund redeem all or in Section 10 hereofany portion of such Holder's Investor Units. In Notwithstanding the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (eachforegoing, a “Redemption Date”), in which case this Note must Holder may not be redeemed on such Redemption Date in whole or in part, as applicable, prior entitled to have the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If Fund redeem less than all of this Note is such Holder's Investor Units if, following such redemption, the Holder would own less than five Investor Units. The Holder's notice of request for redemption shall be delivered to the Trustee by certified mail, return receipt requested, indicate the number of Investor Units requested to be redeemed, and be signed by the Indenture Holder exactly as the Investor Units are registered in the Fund's Owner Ledger (e.g., a trustee or custodian must sign as such). The notice of request for redemption must also include the Holder's original Investor Unit Certificate(s). On or before the expiration of the 30-day period, the Trustee will select shall: (i) Determine the Redemption Value per Investor Unit of the Investor Units to be redeemed; (ii) Calculate the total amount due to the Holder by lot ormultiplying the number of Investor Units being redeemed by the Redemption Value per Investor Unit; and (iii) Forward the total amount due to the Holder in cash, pursuant to the instructions provided by such Holder in the redemption notice. In addition to the rights of each Holder to request the redemption of such Holder's Investor Units, the Fund shall be entitled, in its sole discretion, on a pro rata basisto redeem all of the Investor Units owned by any Holder at any time after the expiration of the Initial 90-Day Period. Should the Fund elect to redeem any Investor Units, the amount Trustee shall provide written notice to the applicable Holder, by certified mail, return receipt requested, and within 30 days of the interest Holder's receipt of each direct participant such notice, the Trustee shall forward the total amount due to the Holder as a result of the Fund's redemption of all of such Holder's Investor Units, as calculated in the Trust to be redeemedaccordance with this Section 2.3(h).

Redemption. If no redemption right is set forth (a) The Company may, at its option, on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the any Interest Payment Date on or after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (eachDecember 30, a “Redemption Date”)2027, in which case redeem this Note must be redeemed on such Redemption Date Subordinated Note, in whole or in part, as applicablewithout premium or penalty, prior but in all cases in a principal amount with integral multiples of $1,000. In addition, the Company may, at its option, redeem all, but not a portion of the Subordinated Notes, at any time upon the occurrence of a Tier 2 Capital Event, Tax Event or an Investment Company Event. Any redemption of this Subordinated Note shall be subject to the Stated Maturity Dateprior approval of the Federal Reserve (or its designee) or any successor agency, in increments of $1,000 and any other banking regulatory agency, to the extent such approval shall then be required by law, regulation or policy. This Subordinated Note is not subject to redemption at the applicable option of the Holder. The Redemption Price (as defined below)with respect to any redemption permitted under the Indenture will be equal to 100% of the principal amount of this Subordinated Note, together with or portion thereof, to be redeemed, plus accrued but unpaid interestinterest and Additional Interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to . (b) If less than the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the then outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Subordinated Note is redeemed, (i) a new note shall be issued representing the Indenture Trustee will select by lot or, in its discretion, unredeemed portion without charge to the Holder thereof and (ii) such redemption shall be effected on a pro rata basisbasis as to the Holders. For purposes of clarity, upon a partial redemption, a like percentage of the principal amount of the interest of each direct participant in the Trust to every Subordinated Note held by every Holder shall be redeemed. (c) If notice of redemption has been duly given and notwithstanding that any Subordinated Notes so called for redemption have not been surrendered for cancellation, on and after the Redemption Date interest shall cease to accrue on all Subordinated Notes so called for redemption, all Subordinated Notes so called for redemption shall no longer be deemed outstanding and all rights with respect to such Subordinated Notes shall forthwith on such Redemption Date cease and terminate (unless the Company shall default in the payment of the redemption price), except only the right of the Holder thereof to receive the amount payable on such redemption, without interest.

Redemption. If no redemption right is set forth on The Bonds shall be redeemable at the face hereof, this Note may not be redeemed prior to option of the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed Company in whole or in part at any time and from time to time, prior to maturity, upon notice to the Holders of such Bonds at his, her or its address last appearing in the Bond Register by Principal Life Insurance Company first class mail, mailed not less than 30 days but not more than 60 days prior to the date on which such Bonds are fixed to be redeemed (“Principal Life”) (eachsuch date fixed for redemption, a the “Redemption Date”), in cash at a redemption price (the “Redemption Price”) equal to (i) the sum of: (A) one hundred per centum (100%) of the principal amount of Bonds to be redeemed then Outstanding, and (B) if the Redemption Date is earlier than December 26, 2048 the Make-Whole Amount, if any; plus (ii) accrued and unpaid interest to the Redemption Date. Any notice of intention to redeem need not specify the Redemption Price but shall be sufficient if it sets forth in brief terms the manner in which case this Note must the Redemption Price is to be calculated. Each such notice shall specify the Redemption Date (which shall be a Business Day), the aggregate principal amount of the Bonds to be redeemed on such date, the principal amount of each Bond held by such Holder to be redeemed, and the interest to be paid on the Redemption Date in whole or in partwith respect to such principal amount being redeemed, and shall be accompanied by a certificate of an officer of the Company as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interestestimated Make-Whole Amount, if any, accrued thereon to, but excluding, due in connection with such redemption (calculated as if the applicable date of such notice were the Redemption Date), setting forth the details of such computation. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days Two Business Days prior to the proposed Redemption Date. In , the event Company shall deliver to each Holder of redemption such Bonds a certificate of this Note in part onlyan officer specifying the calculation of such Make-Whole Amount, a new Note for the unredeemed portion hereof shall be issued in the name if any, as of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedspecified Redemption Date.

Redemption. If no redemption The Company shall not have the right is set forth on the face hereof, this Note may not be redeemed to redeem any Notes prior to the Stated Maturity DateFebruary 21, 2012, except to preserve the Company’s status as set forth in the Indenture or in Section 10 hereofa real estate investment trust. In the case of a Note that is not a Discount NoteIf, if a redemption right is set forth on the face of this Noteat any time, the Trust shall elect Company determines it is necessary to redeem this Note on the Interest Payment Date after Notes in order to preserve the Initial Redemption Date set forth on Company’s status as a real estate investment trust, the face hereof on which Company may, upon not less than 30 nor more than 60 days’ prior written notice by mail to the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (eachHolders of the Notes, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date redeem the Notes in whole or in part, for cash equal to 100% of the principal amount of the Notes to be redeemed plus any accrued but unpaid interest (including Additional Interest, if any) to but excluding the Redemption Date. In such case, the Company shall provide the Trustee with an Officers’ Certificate evidencing that the Board of Directors of the Company has, in good faith, made the determination that it is necessary to redeem the Notes in order to preserve the Company’s status as applicablea real estate investment trust. The Company shall have the right to redeem the Notes, in whole or in part at any time or from time to time, on or after February 21, 2012 upon not less than 30 nor more than 60 days’ prior written notice by mail to the Stated Maturity Holders of the Notes, at a redemption price (“Redemption Price”) for cash equal to 100% of the principal amount of the Notes to be redeemed plus any accrued but unpaid interest (and Additional Interest, if any) to but excluding the Redemption Date. If less than all the Notes are to be redeemed, the Trustee shall select the Notes to be redeemed (in increments principal amounts of $1,000 at and integral multiples thereof) on a pro rata basis or by such other method the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted Trustee considers fair and appropriate or is required by the Annual Depositary for the Notes. The Trustee shall make the selection at least 30 days but not more than 60 days before the Redemption Percentage Reduction, if applicable) multiplied by Date from Outstanding Notes not previously called for redemption. Notes and portions of the unpaid Principal Amount principal amount thereof selected for redemption shall be in integral multiples of this Note $1,000. The Trustee shall notify the Company promptly of the Notes or portions of the principal amount thereof to be redeemed. Unless otherwise specified on If the face hereofTrustee selects a portion of a Note for partial redemption and a Holder converts a portion of the same Note in accordance with the provisions of Section 2.11 hereof before termination of the conversion right with respect to the portion of the Note so selected, the Initial Redemption Percentage converted portion of such Note shall be 100% and deemed to be from the Annual Redemption Percentage Reduction shall be 0%portion selected for redemption. The unpaid Principal Amount Notes that have been converted during a selection of this Note Notes to be redeemed shall be determined treated by multiplying (1) the Trustee as Outstanding Principal Amount for the purpose of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Datesuch selection. In the event of any redemption in part, the Company shall not be required to: (i) issue or register the transfer or conversion of this any Note during a period beginning at the opening of business 15 days before any selection of Notes for redemption and ending at the close of business on the earliest date on which the relevant notice of redemption is deemed to have been given to all Holders of Notes to be so redeemed, or (ii) register the transfer or conversion of any Note so selected for redemption, in part onlywhole or in part, a new Note for except the unredeemed portion hereof of any Note being redeemed in part. In addition to those matters set forth in Section 1104 of the Indenture, a notice of redemption sent to the Holders of Notes to be redeemed in accordance with the provisions of the two preceding paragraphs shall be issued in state: (a) the name of the Holder hereof upon Paying Agent and Conversion Agent; (b) the surrender then current Conversion Rate; (c) that Notes called for redemption may be converted at any time prior to the close of business on the third Business Day immediately preceding the Redemption Date; and (d) that Holders who wish to convert Notes must comply with the procedures relating thereto specified in Section 2.13 hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemed.

Redemption. If no redemption right (a) Series A Preferred Stock is set forth on the face hereofnot subject to any mandatory redemption, this Note may sinking fund or other similar provisions. Series A Preferred Stock is not be redeemed redeemable prior to April 15, 2026. On and after that date, Series A Preferred Stock will be redeemable at the Stated Maturity Dateoption of the Corporation, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity on any Series A Dividend Payment Date, in increments of at a redemption price equal to $1,000 at per share, plus any declared and unpaid dividends for prior Series A Dividend Periods and accrued but unpaid dividends (whether or not declared) for the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon then-current Series A Dividend Period prior to, but excluding, the applicable Redemption Dateredemption date. “Redemption Price” shall mean an amount Holders of Series A Preferred Stock will have no right to require the redemption or repurchase of Series A Preferred Stock. Notwithstanding the foregoing, within 90 days following the occurrence of a Regulatory Capital Treatment Event, the Corporation, at its option, may redeem, at any time, all (but not less than all) of the shares of the Series A Preferred Stock at the time outstanding, at a redemption price equal to $1,000 per share, plus any declared and unpaid dividends for prior Series A Dividend Periods and accrued but unpaid dividends (whether or not declared) for the Initial Redemption Percentage then-current Series A Dividend Period prior to, but excluding, the redemption date, upon notice given as provided in Subsection (as adjusted by the Annual Redemption Percentage Reduction, if applicableb) multiplied by the unpaid Principal Amount below. (b) If shares of this Note Series A Preferred Stock are to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage notice of redemption shall be 100% sent to the holders of record of Series A Preferred Stock to be redeemed, sent not less than 30 days nor more than 60 days prior to the date fixed for redemption thereof (provided that, if the depositary shares representing Series A Preferred Stock are held in book-entry form through DTC, the Corporation may give such notice in any manner permitted by DTC). Each notice of redemption will include a statement setting forth: (1) the redemption date; (2) the number of shares of Series A Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (3) the redemption price; and (4) the Annual Redemption Percentage Reduction place or places where the certificates evidencing shares of Series A Preferred Stock are to be surrendered for payment of the redemption price. On and after the redemption date, dividends will cease to accrue on shares of Series A Preferred Stock, and such shares of Series A Preferred Stock shall no longer be 0%. The deemed outstanding and all rights of the holders of such shares will terminate, including rights described under Section 6, except the right to receive the redemption price plus any declared and unpaid Principal Amount dividends. (c) In case of this Note any redemption of only part of the shares of Series A Preferred Stock at the time outstanding, the shares to be redeemed shall be determined selected pro rata or by multiplying lot. (1d) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount Any redemption of the Funding Agreement Preferred Stock is subject to be redeemed the Corporation’s receipt of any required prior approval by Principal Life by (B) the outstanding principal amount Federal Reserve and to the satisfaction of any conditions set forth in the capital adequacy regulations and policies of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior Federal Reserve applicable to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedPreferred Stock.

Redemption. If no redemption right is set forth The Company may, at any time or from time to time on the face hereofor after September 1, 2025, redeem this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Subordinated Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicablewithout premium or penalty, prior to the Stated Maturity Date, but in increments all cases in a principal amount with integral multiples of $1,000 1,000. In addition, the Company may redeem all, but not a portion of the Subordinated Notes, at any time upon the occurrence of a Tier 2 Capital Event, Tax Event or an Investment Company Event. Any redemption with respect to this Subordinated Note will be subject to any required regulatory approvals. This Subordinated Note is not subject to redemption at the applicable option of the Holder. The Redemption Price (as defined below)with respect to any redemption permitted under this Indenture will be equal to 100% of the principal amount of this Subordinated Note, together with or portion thereof, to be redeemed, plus accrued but unpaid interestinterest and Additional Interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal If all or any portion of the Subordinated Notes ceases to be deemed to be Tier 2 Capital, other than due to the Initial Redemption Percentage limitation imposed on the capital treatment of subordinated debt during the five (5) years immediately preceding the Maturity Date of the Subordinated Notes, Company will immediately notify the Trustee and the Holders, and thereafter Company shall request, subject to the terms hereof, that the Trustee and the Holders execute and deliver all agreements as adjusted reasonably necessary in order to restructure the applicable portions of the obligations evidenced by the Annual Redemption Percentage ReductionSubordinated Notes to qualify as Tier 2 Capital; provided, if applicable) multiplied by however, that the unpaid Principal Amount foregoing shall not limit the Company’s right to redeem the Subordinated Notes upon the occurrence of this Note to be redeemeda Tier 2 Capital Event. Unless otherwise specified on If less than the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the then outstanding principal amount of this Subordinated Note is redeemed, (i) a new note shall be issued representing the Funding Agreement unredeemed portion without charge to the Holder thereof and (ii) such redemption shall be redeemed effected on a pro rata basis as to the Holder, and if the Subordinated Notes are represented by Principal Life Global Subordinated Notes held by (B) the outstanding principal amount Depositary and such redemption is processed through the Depositary, such redemption will be made on a “Pro Rata Pass-Through Distribution of Principal” basis in accordance with the procedures of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption DateDepositary. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basisredemption as provided in the preceding sentence is not permitted under applicable law or applicable requirements of the Depositary, the amount of the interest of each direct participant in the Trust Subordinated Notes to be redeemedredeemed will be selected by lot or such method as the Trustee will deem fair and appropriate.

Redemption. If no redemption right is set forth on (a) Except upon the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except occurrence of a Default as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Noteprovided, the Trust Bonds will not be subject to any mandatory redemption, sinking fund or other obligation of the Company to amortize, redeem or retire the Bonds prior to maturity and, in any case, the Bonds shall elect not be redeemable prior to redeem this Note on maturity at the Interest Payment Date after option of any holder of Bonds. (i) Bonds of the Initial Redemption Date set forth on Thirtieth Series shall be redeemable, however, at the face hereof on which option of the Funding Agreement is Company subject to be redeemed the requirements of the Indenture in whole or in part at any time and from time to time, prior to maturity, upon notice to the Holders of such Bonds at his, her or its address last appearing in the Bond Register by Principal Life Insurance Company first class mail, mailed not less than 30 days but not more than 60 days prior to the date on which such Bonds are fixed to be redeemed (“Principal Life”) (eachsuch date fixed for redemption, a the “Redemption Date”), in which case this Note must cash at a redemption price (the “Redemption Price”) equal to (i) the greater of: (A) one hundred per centum (100%) of the principal amount of Bonds to be redeemed on such Redemption Date in whole or in partthen Outstanding, as applicable, prior to and (B) the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interestMake-Whole Amount, if any, plus (ii) accrued thereon to, but excluding, and unpaid interest to the applicable Redemption Date. “Redemption Price” shall mean an amount equal In the case of each partial redemption of the Bonds pursuant to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereofSection 1.02(b)(i), the Initial Redemption Percentage shall be 100% and principal amount of the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note Bonds to be redeemed shall be determined allocated by multiplying the Company among all of the Bonds at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for redemption. Any notice of intention to redeem need not specify the Redemption Price but shall be sufficient if it sets forth in brief terms the manner in which the Redemption Price is to be calculated. Each such notice shall specify the Redemption Date (1) which shall be a Business Day), the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding aggregate principal amount of the Funding Agreement Bonds to be redeemed by Principal Life by (B) on such date, the outstanding principal amount of each Bond held by such Holder to be redeemed, and the Funding Agreementinterest to be paid on the Redemption Date with respect to such principal amount being redeemed, and shall be accompanied by a certificate of an officer of the Company as to the estimated Make-Whole Amount due in connection with such redemption (calculated as if the date of such notice were the Redemption Date), setting forth the details of such computation. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days Two Business Days prior to the proposed Redemption Date. In , the event Company shall deliver to each Holder of redemption such Bonds a certificate of this Note in part only, a new Note for an officer specifying the unredeemed portion hereof shall be issued in the name calculation of such Make-Whole Amount as of the Holder hereof upon the surrender hereof. If less than all specified Redemption Date. (ii) The Company shall not be required to make transfers or exchanges of this Note is redeemedBonds for a period of ten (10) days next preceding any Interest Payment Date, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount or next preceding any designation of the interest of each direct participant in the Trust Bonds to be redeemed. The Company shall not be required to make transfers or exchanges of any Bonds designated in whole or in part for redemption. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date interest will cease to accrue on the Bonds or portions thereof called for redemption. (c) For purposes of this Section 1.02:

Redemption. If no redemption right is set forth on the face hereofAt any time prior to May 1, this Note may not be redeemed 2043 (six months prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this NoteMaturity), the Trust shall elect to Company may redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date Notes in whole or in part, at its option, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as applicablea percentage of the principal amount of the Notes to be redeemed) equal to the greater of (i) 100.000% of the principal amount of Notes then outstanding to be so redeemed, or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such Notes matured on May 1, 2043 but for the redemption (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points, plus, in either of the above cases, accrued and unpaid interest thereon to the Redemption Date. In addition, the Notes are redeemable, in whole or in part at any time and from time to time on or after May 1, 2043 (six months prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined belowMaturity), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount at our option at a redemption price equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and of the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement Notes then outstanding to be redeemed by Principal Life by (B) redeemed, plus accrued and unpaid interest thereon to the outstanding principal amount Redemption Date. The Adjusted Treasury Rate shall be calculated no later than the third Business Day preceding the Redemption Date. Unless the Company defaults in the payment of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to Redemption Price, on and after the proposed Redemption Date, interest will cease to accrue on the Notes or portions thereof called for redemption. In the event of the redemption of this Note the Notes in part only, a new Note or Notes for the unredeemed portion hereof shall will be issued in the name or names of the Holder hereof Holders thereof upon surrender thereof. The Company shall notify the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest Redemption Price in writing promptly after the calculation thereof and the Trustee shall have no responsibility for such calculation. The notice of each direct participant redemption shall be sent in accordance with the Trust to be redeemedterms of the Base Indenture.

Redemption. If no redemption right is set forth on the face hereof(a) The Company, this Note at its option, may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance at any time upon the giving of notice of redemption as described below, at a Redemption Price, payable in cash, equal (except as hereinafter stated) to 100% of the principal amount of this Note. (b) In the event of any redemption, the Company (“Principal Life”) (each, a “Redemption Date”)will also pay the Holder, in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior addition to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean , an amount equal to the Initial Redemption Percentage (as adjusted by accrued and unpaid interest with respect to the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount principal amount of this Note redeemed, including any Additional Interest thereon, to the Redemption Date. Any such interest actually paid on such date will be deemed paid, immediately prior to the payment of the Redemption Price. The Company shall pay or cause to be redeemed. Unless otherwise specified paid the Redemption Price and any such interest on presentation and surrender, at any place(s) designated by the notice given pursuant to Section 6(c), of this Note. (c) Notice of redemption shall be given not less than 5 nor more than 20 Business Days prior to the Redemption Date, to the Holder of this Note, at its address appearing on the face hereof, books and records of the Initial Redemption Percentage Company. All notices of redemption shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying state: (1) the Outstanding Principal Amount of this Note by Redemption Date, (2) the quotient derived by dividing Redemption Price, (A3) that on the Redemption Date the Redemption Price will become due and payable upon this Note and, if applicable, that interest (including any Additional Interest) thereon shall cease to accrue on and after said date, and (4) the outstanding place or places where this Note is to be surrendered for payment of the Redemption Price. (d) The Company may issue a notice of redemption with respect to all or part of the principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding this Note specified for conversion in a Conversion Notice. Any such principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days converted prior to the proposed applicable Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof Date shall be issued redeemed in accordance with this Section 6 on or prior to the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedConversion Date.

Redemption. If no redemption right is set forth The Company may, on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the any Interest Payment Date on or after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (eachSeptember 1, a “Redemption Date”)2026, in which case redeem this Note must be redeemed on such Redemption Date Subordinated Note, in whole or in part, as applicablewithout premium or penalty, prior to the Stated Maturity Date, but in increments all cases in a principal amount with integral multiples of $1,000 1,000. In addition, the Company may redeem all, but not a portion of the Subordinated Notes, at any time upon the occurrence of a Tier 2 Capital Event, Tax Event or an Investment Company Event. Any redemption with respect to this Subordinated Note will be subject to any required regulatory approvals. This Subordinated Note is not subject to redemption at the applicable option of the Holder. The Redemption Price (as defined below)with respect to any redemption permitted under this Indenture will be equal to 100% of the principal amount of this Subordinated Note, together with or portion thereof, to be redeemed, plus accrued but unpaid interestinterest and Additional Interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal If all or any portion of the Subordinated Notes ceases to be deemed to be Tier 2 Capital, other than due to the Initial Redemption Percentage limitation imposed on the capital treatment of subordinated debt during the five (5) years immediately preceding the Maturity Date of the Subordinated Notes, Company will immediately notify the Trustee and the Holders, and thereafter Company shall request, subject to the terms hereof, that the Trustee and the Holders execute and deliver all agreements as adjusted reasonably necessary in order to restructure the applicable portions of the obligations evidenced by the Annual Redemption Percentage ReductionSubordinated Notes to qualify as Tier 2 Capital; provided, if applicable) multiplied by however, that the unpaid Principal Amount foregoing shall not limit the Company’s right to redeem the Subordinated Notes upon the occurrence of this Note to be redeemeda Tier 2 Capital Event. Unless otherwise specified on If less than the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the then outstanding principal amount of this Subordinated Note is redeemed, (i) a new note shall be issued representing the Funding Agreement unredeemed portion without charge to the Holder thereof and (ii) such redemption shall be redeemed effected on a pro rata basis as to the Holder, and if the Subordinated Notes are represented by Principal Life Global Subordinated Notes held by (B) the outstanding principal amount Depositary and such redemption is processed through the Depositary, such redemption will be made on a “Pro Rata Pass-Through Distribution of Principal” basis in accordance with the procedures of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption DateDepositary. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basisredemption as provided in the preceding sentence is not permitted under applicable law or applicable requirements of the Depositary, the amount of the interest of each direct participant in the Trust Subordinated Notes to be redeemedredeemed will be selected by lot or such method as the Trustee will deem fair and appropriate.

Redemption. If no redemption right is set forth on The Borrower will have the face hereof, option of prepaying the outstanding Principal amount of this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption DateOptional Redemption”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior by paying to the Stated Maturity Date, Holder a sum of money in increments cash equal to one hundred and twenty percent (120%) of $1,000 at the applicable Redemption Price (as defined below)Principal amount to be redeemed, together with accrued but unpaid interest, if anyinterest thereon and any and all other sums due, accrued thereon toor payable to the Holder arising under this Note through the Redemption Payment Date as defined below (the “Redemption Amount”). Bxxxxxxx’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), but excludingwhich date shall be a date certain not sooner than fourteen (14) business days after the date of the Notice of Redemption (the “Redemption Period”). On the Redemption Payment Date, the applicable Redemption Date. “Amount, less any portion of the Redemption Price” Amount against which the Holder has permissibly exercised its conversion rights, shall mean an amount equal be paid in good funds to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption DateHolder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of redemption Redemption will be null and void, (ii) Borrower will have no right to deliver another Notice of this Note in part onlyRedemption, a new Note for the unredeemed portion hereof shall and (iii) Borrower’s failure may be issued in the name of the deemed by Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemeda non-curable Event of Default.

Redemption. If no redemption right is set forth (a) The Company may, at its option, on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the any Interest Payment Date on or after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (eachDecember 30, a “Redemption Date”)2024, in which case redeem this Note must be redeemed on such Redemption Date Subordinated Note, in whole or in part, as applicablewithout premium or penalty, prior but in all cases in a principal amount with integral multiples of $1,000. In addition, the Company may redeem all, but not a portion of the Subordinated Notes, at any time upon the occurrence of a Tier 2 Capital Event, Tax Event or an Investment Company Event. Any redemption of this Subordinated Note shall be subject to the Stated Maturity Dateprior approval of the Federal Reserve (or its designee) or any successor agency, in increments of $1,000 and any other banking regulatory agency, to the extent such approval shall then be required by law, regulation or policy. This Subordinated Note is not subject to redemption at the applicable option of the Holder. The Redemption Price (as defined below)with respect to any redemption permitted under the Indenture will be equal to 100% of the principal amount of this Subordinated Note, together with or portion thereof, to be redeemed, plus accrued but unpaid interestinterest and Additional Interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to . (b) If less than the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the then outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Subordinated Note is redeemed, (i) a new note shall be issued representing the Indenture Trustee will select by lot or, in its discretion, unredeemed portion without charge to the Holder thereof and (ii) such redemption shall be effected on a pro rata basisbasis as to the Holders. For purposes of clarity, upon a partial redemption, a like percentage of the principal amount of the interest of each direct participant in the Trust to every Subordinated Note held by every Holder shall be redeemed. (c) If notice of redemption has been duly given and notwithstanding that any Subordinated Notes so called for redemption have not been surrendered for cancellation, on and after the Redemption Date interest shall cease to accrue on all Subordinated Notes so called for redemption, all Subordinated Notes so called for redemption shall no longer be deemed outstanding and all rights with respect to such Subordinated Notes shall forthwith on such Redemption Date cease and terminate (unless the Company shall default in the payment of the redemption price), except only the right of the Holder thereof to receive the amount payable on such redemption, without interest.

Redemption. If no redemption right is set forth (a) The Company may, at its option, on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the any Interest Payment Date on or after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (eachSeptember 30, a “Redemption Date”)2024, in which case redeem this Note must be redeemed on such Redemption Date Subordinated Note, in whole or in part, as applicablewithout premium or penalty, prior but in all cases in a principal amount with integral multiples of $1,000. In addition, the Company may redeem all, but not a portion of the Subordinated Notes, at any time upon the occurrence of a Tier 2 Capital Event, Tax Event or an Investment Company Event. Any redemption of this Subordinated Note shall be subject to the Stated Maturity Dateprior approval of the Federal Reserve (or its designee) or any successor agency, in increments of $1,000 and any other banking regulatory agency, to the extent such approval shall then be required by law, regulation or policy. This Subordinated Note is not subject to redemption at the applicable option of the Holder. The Redemption Price (as defined below)with respect to any redemption permitted under the Indenture will be equal to 100% of the principal amount of this Subordinated Note, together with or portion thereof, to be redeemed, plus accrued but unpaid interestinterest and Additional Interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to . (b) If less than the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the then outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Subordinated Note is redeemed, (i) a new note shall be issued representing the Indenture Trustee will select by lot or, in its discretion, unredeemed portion without charge to the Holder thereof and (ii) such redemption shall be effected on a pro rata basisbasis as to the Holders. For purposes of clarity, upon a partial redemption, a like percentage of the principal amount of the interest of each direct participant in the Trust to every Subordinated Note held by every Holder shall be redeemed. (c) If notice of redemption has been duly given and notwithstanding that any Subordinated Notes so called for redemption have not been surrendered for cancellation, on and after the Redemption Date interest shall cease to accrue on all Subordinated Notes so called for redemption, all Subordinated Notes so called for redemption shall no longer be deemed outstanding and all rights with respect to such Subordinated Notes shall forthwith on such Redemption Date cease and terminate (unless the Company shall default in the payment of the redemption price), except only the right of the Holder thereof to receive the amount payable on such redemption, without interest.

Redemption. If no Subject to certain terms and conditions, the Company may at any time redeem all but not some only of the Bonds at the Early Redemption Amount as at the relevant Redemption Date, provided that all of the outstanding Bonds shall be immediately convertible into Shares at the option of the Holders at any time on or from the date of such redemption right notice up to the close of business (at the place where the certificate evidencing such Bond is set forth deposited for conversion) on the face hereof, this Note may not be redeemed seventh day prior to the Stated Maturity date fixed for redemption thereof in accordance with the conversion procedure set out in Section 4.02 and the Company’s suspension right set out in paragraph 4 shall not apply. Following the occurrence of a Relevant Event, each Holder will have the right to require the Company to redeem all or some only of such holder’s Bonds on the Relevant Event Redemption Date at the Early Redemption Amount as at such date. The Company will, at the option of the holder of any Bond, redeem all or some only of the Bonds held by such Holder on December 31, 2026 at the Early Redemption Amount, provided that if the Company receives Put Exercise Notices from Holders in respect of more than 50% of the Initial Principal Amount of the Bonds as of the Put Option Date, except as set forth in the Indenture or in Section 10 hereof. In aggregate principal amount of each electing Holder shall be scaled back on a pro rata basis so that the case of a Note that Company is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect obligated to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed Bonds in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to 50% of the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, relevant Redemption Date. The early redemption amount (the Initial “Early Redemption Percentage Amount”) shall be 100the sum of: (a) 115% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement Bonds as at the relevant Redemption Date, plus accrued and unpaid interest thereon until the relevant Redemption Date; and (b) the aggregate amount of the Deferred Interest as at the relevant Redemption Date, plus interest accrued and unpaid on the Deferred Interest until the relevant Redemption Date. A Bond of U.S.$200,000 in principal amount or less shall not be redeemed in part. If any Bond is to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, the notice of redemption relating to such Bond will state the portion of the principal amount to be redeemed. With respect to any Certificated Bond, a new Note for Bond in principal amount equal to the unredeemed portion hereof will be issued upon cancellation of the original Bond. On and after the redemption date, interest will cease to accrue on Bonds or portions of them called for redemption. Neither the Trustee nor the Paying Agent shall be issued in responsible for calculating or verifying the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedEarly Redemption Amount.

Redemption. If no redemption right is set forth This Note matures on the face hereof, Stated Maturity and will be subject to redemption prior to maturity as described below. The Company shall have the right to call the principal amount of this Note may not be redeemed for redemption prior to each [ ] of each year prior to the Stated Maturity Datein an aggregate principal amount sufficient to allow the Company to pay to any or all of the holders of the Preferred Securities who have exercised their right to redeem the Preferred Securities and, except if applicable, a pro rata portion of the related Common Securities, an amount equal to the Early Redemption Value (as set forth defined in the Indenture Prospectus Supplement described below) plus accrued and unpaid dividends on such Related Securities to but excluding the date of redemption. In addition, within 90 days following the occurrence and during the continuance of certain taxrelated events (a "Tax Event") or events related to the Investment Company Act of 1940, as amended (an "Investment Company Event", and together with a Tax Event, a "Special Event"), the Bank shall have the right to redeem this Note in whole or in Section 10 hereof. In an amount sufficient to cause the discontinuance of such Special Event, in either case in cash, or, in the case of a Tax Event, to allow this Note to remain outstanding and to indemnify the Company for any taxes payable by the Company as a result of such Tax Event. In the event that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust Bank shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding Company will redeem a principal amount of the Funding Agreement Preferred Securities and the related Common Securities equal to be redeemed by Principal Life by (B) the outstanding principal amount of this Note so redeemed. If a Tax Event shall have occurred and be continuing and X.X. Xxxxxx & Co. Incorporated ("X.X. Xxxxxx") shall have elected to direct the Funding AgreementBank to allow this Note to remain outstanding and provided that the Company shall received indemnification by X.X. Xxxxxx for all taxes payable by the Company as a result of such Tax Event, then the Company may allow the Preferred Securities and the related Common Securities to remain outstanding. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior Notwithstanding the foregoing, if there is available to the proposed Redemption DateCompany the opportunity to eliminate, within such 90-day period, the Special Event by taking some ministerial action, such as filing a form or making an election, or pursuing some other similar reasonable measure, that has no adverse effect on the Company, X.X. Xxxxxx, the Bank or the holders of the Preferred Securities, the Company will pursue such measure in lieu of redemption; provided that the Bank shall have no right to redeem this Note while the Company is pursuing any such ministerial action or reasonable measure unless the Special Event shall not have been so eliminated by the 85th day following the occurrence thereof, in which case X.X. Xxxxxx shall be permitted to direct the Bank to provide, and the Bank shall be permitted to so provide, notice to the Company of the redemption of this Note. The parties hereto agree that the terms Tax Event and Investment Company Event shall have the meanings assigned to such terms in the Prospectus Supplement dated [ ], 199[ ] (the "Prospectus Supplement") relating to the Preferred Securities and filed with the Securities and Exchange Commission (the "SEC") to the Prospectus dated November 18, 1996 and filed with the SEC (Registration Nos. 333-01121 and 333-01121-01) and that such definitions are hereby incorporated herein by reference and made a part of this Note. In the event of redemption a Market Disruption Event (as defined in the Prospectus Supplement and incorporated herein by reference), under certain circumstances, payment of the Redemption Value (as defined in the Prospectus Supplement) to the holder of the Preferred Securities could be delayed for an indefinite period, in which case no interest or dividends on the Preferred Securities will accrue or be payable thereon beyond the Stated Maturity. If such circumstances occur, the Stated Maturity of this Note in part only, a new Note for the unredeemed portion hereof shall would be issued in the name of the Holder hereof upon the surrender hereof. If less than all of similarly delayed and no interest will be payable on this Note is redeemed, beyond the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedStated Maturity.

Redemption. If no redemption right is set forth on the face hereof, this Note The Debentures are not subject to any sinking fund and may not be redeemed by the Company prior to the Stated Maturity DateOctober 1, except as set forth in the Indenture 1998. On or in Section 10 hereof. In the case of a Note after that is not a Discount Note, if a redemption right is set forth on the face of this Notedate, the Trust shall elect to Company, at its option, may redeem this Note on any or all of the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (eachDebentures, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price any time on not less than thirty (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable30) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not nor more than sixty (60) nor days' prior notice, given as provided in the Debenture Agreement. If less than thirty all Debentures are redeemed, the Company will select the Debentures to be redeemed by such method as the Company may deem fair and appropriate. This Debenture shall be fully redeemed by payment of one hundred percent (30100%) calendar days prior of the principal hereof, plus the appropriate premium as calculated pursuant to the proposed Debenture Agreement (collectively, the "Redemption Price"), plus interest that is accrued but unpaid to the Redemption Date, and shall be partially redeemed by payment of a pro rata portion of the Redemption Price, plus interest accrued thereon. If this Debenture (or a portion hereof) is duly called for redemption and funds for payment duly provided, this Debenture (or such portion hereof) shall cease to bear interest from and after such Redemption Date. Interest installments whose Stated Maturity is on the Redemption Date will be payable to the Holders of such Debentures, or one or more Predecessor Debentures, of record at the close of business on the relevant Regular Record Date referred to on the face hereof, all as provided in the Debenture Agreement. In the event of redemption of this Note Debenture in part only, a new Note Debenture or Debentures for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemed.

Redemption. If no redemption right is set forth 123157889v4 (a) The Company may, at its option, on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the any Interest Payment Date on or after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (eachMarch 30, a “Redemption Date”)2027, in which case redeem this Note must be redeemed on such Redemption Date Subordinated Note, in whole or in part, as applicablewithout premium or penalty, prior but in all cases in a principal amount with integral multiples of $1,000. In addition, the Company may, at its option, redeem all, but not a portion of the Subordinated Notes, at any time upon the occurrence of a Tier 2 Capital Event, Tax Event or an Investment Company Event. Any redemption of this Subordinated Note shall be subject to the Stated Maturity Dateprior approval of the Federal Reserve (or its designee) or any successor agency, in increments of $1,000 and any other banking regulatory agency, to the extent such approval shall then be required by law, regulation or policy. This Subordinated Note is not subject to redemption at the applicable option of the Holder. The Redemption Price (as defined below)with respect to any redemption permitted under the Indenture will be equal to 100% of the principal amount of this Subordinated Note, together with or portion thereof, to be redeemed, plus accrued but unpaid interestinterest and Additional Interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to . (b) If less than the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the then outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Subordinated Note is redeemed, (i) a new note shall be issued representing the Indenture Trustee will select by lot or, in its discretion, unredeemed portion without charge to the Holder thereof and (ii) such redemption shall be effected on a pro rata basisbasis as to the Holders. For purposes of clarity, upon a partial redemption, a like percentage of the principal amount of the interest of each direct participant in the Trust to every Subordinated Note held by every Holder shall be redeemed. (c) If notice of redemption has been duly given and notwithstanding that any Subordinated Notes so called for redemption have not been surrendered for cancellation, on and after the Redemption Date interest shall cease to accrue on all Subordinated Notes so called for redemption, all Subordinated Notes so called for redemption shall no longer be deemed outstanding and all rights with respect to such Subordinated Notes shall forthwith on such Redemption Date cease and terminate (unless the Company shall default in the payment of the redemption price), except only the right of the Holder thereof to receive the amount payable on such redemption, without interest.

Redemption. If no redemption right is set forth The Company may, at any time or from time to time on the face hereofor after June 15, 2026, redeem this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Subordinated Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicablewithout premium or penalty, prior to the Stated Maturity Date, but in increments all cases in a principal amount with integral multiples of $1,000 1,000. In addition, the Company may redeem all, but not a portion of the Subordinated Notes, at any time upon the occurrence of a Tier 2 Capital Event, Tax Event or an Investment Company Event. Any redemption with respect to this Subordinated Note will be subject to any required regulatory approvals. This Subordinated Note is not subject to redemption at the applicable option of the Holder. The Redemption Price (as defined below)with respect to any redemption permitted under this Indenture will be equal to 100% of the principal amount of this Subordinated Note, together with or portion thereof, to be redeemed, plus accrued but unpaid interestinterest and Additional Interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal If all or any portion of the Subordinated Notes ceases to be deemed to be Tier 2 Capital, other than due to the Initial Redemption Percentage limitation imposed on the capital treatment of subordinated debt during the five (5) years immediately preceding the Maturity Date of the Subordinated Notes, Company will immediately notify the Trustee and the Holders, and thereafter Company shall request, subject to the terms hereof, that the Trustee and the Holders execute and deliver all agreements as adjusted reasonably necessary in order to restructure the applicable portions of the obligations evidenced by the Annual Redemption Percentage ReductionSubordinated Notes to qualify as Tier 2 Capital; provided, if applicable) multiplied by however, that the unpaid Principal Amount foregoing shall not limit the Company’s right to redeem the Subordinated Notes pursuant to the terms of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% Subordinated Notes and the Annual Redemption Percentage Reduction shall be 0%Indenture, including upon the occurrence of a Tier 2 Capital Event. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) If less than the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the then outstanding principal amount of this Subordinated Note is redeemed, (i) a new note shall be issued representing the Funding Agreement unredeemed portion without charge to the Holder thereof and (ii) such redemption shall be redeemed effected on a pro rata basis as to the Holder, and if the Subordinated Notes are represented by Principal Life Global Subordinated Notes held by (B) the outstanding principal amount Depositary and such redemption is processed through the Depositary, such redemption will be made on a “Pro Rata Pass-Through Distribution of Principal” basis in accordance with the procedures of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption DateDepositary. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basisredemption as provided in the preceding sentence is not permitted under applicable law or applicable requirements of the Depositary, the amount of the interest of each direct participant in the Trust Subordinated Notes to be redeemedredeemed will be selected by lot or such method as the Trustee will deem fair and appropriate.

Redemption. If no redemption right is set forth (a) The Company may, at its option, on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the any Interest Payment Date on or after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (eachJuly 30, a “Redemption Date”)2025, in which case redeem this Note must be redeemed on such Redemption Date Subordinated Note, in whole or in part, as applicablewithout premium or penalty, prior to the Stated Maturity Date, but in increments all cases in a principal amount with integral multiples of $1,000 1,000. In addition, the Company may redeem all, but not a portion of, the Subordinated Notes, at any time upon the occurrence of a Tier 2 Capital Event, Tax Event or an Investment Company Event. Any redemption with respect to this Subordinated Note will be subject to any required regulatory approvals. This Subordinated Note is not subject to redemption at the applicable option of the Holder. The Redemption Price (as defined below)with respect to any redemption permitted under this Indenture will be equal to 100% of the principal amount of this Subordinated Note, together with or portion thereof, to be redeemed, plus accrued but unpaid interestinterest and Additional Interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal If all or any portion of the Subordinated Notes ceases to be deemed to be Tier 2 Capital, other than due to the Initial Redemption Percentage limitation imposed on the capital treatment of subordinated debt during the five (5) years immediately preceding the Maturity Date of the Subordinated Notes, Company will immediately notify the Trustee, the Holders, and thereafter Company shall request, subject to the terms hereof, that the Trustee and the Holders execute and deliver all agreements as adjusted reasonably necessary in order to restructure the applicable portions of the obligations evidenced by the Annual Redemption Percentage Reduction, if applicableSubordinated Notes to qualify as Tier 2 Capital. (b) multiplied by If less than the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the then outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Subordinated Note is redeemed, (i) a new note shall be issued representing the Indenture Trustee will select by lot or, in its discretion, unredeemed portion without charge to the Holders thereof and (ii) such redemption shall be effected on a pro rata basisbasis as to the Holders, unless otherwise required by law or applicable Depositary requirements. For purposes of clarity, upon a partial redemption, a like percentage of the principal amount of the interest of each direct participant in the Trust to every Subordinated Note held by every Holder shall be redeemed.

Redemption. If no redemption right is set forth This Note matures on the face hereof, Stated Maturity and will be subject to redemption prior to maturity as described below. The Trust shall have the right to put the principal amount of this Note may not be redeemed for redemption prior to each [ ] of each year prior to the Stated Maturity Datein an aggregate principal amount sufficient to allow the Trust to pay to any or all of the holders of the Preferred Securities who have exercised their right to redeem the Preferred Securities and, except if applicable, a pro rata portion of the 3 3 related Common Securities, an amount equal to the Early Redemption Value (as set forth defined in the Indenture Prospectus Supplement described below) plus accrued and unpaid dividends on such Related Securities to but excluding the date of redemption. In addition, within 90 days following the occurrence and during the continuance of certain tax-related events (a "Tax Event") or events related to the Investment Company Act of 1940, as amended (an "Investment Company Event", and together with a Tax Event, a "Special Event"), the Bank shall have the right to redeem this Note in whole or in Section 10 hereof. In an amount sufficient to cause the discontinuance of such Special Event, in either case in cash, or, in the case of a Tax Event, to allow this Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, to remain outstanding and to indemnify the Trust for any taxes payable by the Trust as a result of such Tax Event. In the event that the Bank shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding Trust will redeem a principal amount of the Funding Agreement Preferred Securities and the related Common Securities equal to be redeemed by Principal Life by (B) the outstanding principal amount of this Note so redeemed. If a Tax Event shall have occurred and be continuing and J.P. Xxxxxx & Xo. Incorporated ("J.P. Xxxxxx") xhall have elected to direct the Funding AgreementBank to allow this Note to remain outstanding and provided that the Trust shall received indemnification by J.P. Xxxxxx xxx all taxes payable by the Trust as a result of such Tax Event, then the Trust may allow the Preferred Securities and the related Common Securities to remain outstanding. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior Notwithstanding the foregoing, if there is available to the proposed Redemption DateTrust the opportunity to eliminate, within such 90-day period, the Special Event by taking some ministerial action, such as filing a form or making an election, or pursuing some other similar reasonable measure, that has no adverse effect on the Trust, J.P. Xxxxxx, xxe Bank or the holders of the Preferred Securities, the Trust will pursue such measure in lieu of redemption; provided that the Bank shall have no right to redeem this Note while the Trust is pursuing any such ministerial action or reasonable measure unless the Special Event shall not have been so eliminated by the 85th day following the occurrence thereof, in which case J.P. Xxxxxx xxxll be permitted to direct the Bank to provide, and the Bank shall be permitted to so provide, notice to the Trust of the redemption of this Note. The parties hereto agree that the terms Tax Event and Investment Company Event shall have the meanings assigned to such terms in the Prospectus Supplement dated [ ], 199[ ] (the "Prospectus Supplement") relating to the Preferred Securities and filed with the Securities and Exchange Commission (the "SEC") to the Prospectus dated [ ], 199[ ] and filed with the SEC (Registration Nos. 333-01121 and 333-01121-01) and that such definitions are hereby 4 4 incorporated herein by reference and made a part of this Note. In the event of redemption a Market Disruption Event (as defined in the Prospectus Supplement and incorporated herein by reference), under certain circumstances, payment of the Redemption Value (as defined in the Prospectus Supplement) to the holder of the Preferred Securities could be delayed for an indefinite period, in which case no interest or dividends on the Preferred Securities will accrue or be payable thereon beyond the Stated Maturity. If such circumstances occur, the Stated Maturity of this Note in part only, a new Note for the unredeemed portion hereof shall would be issued in the name of the Holder hereof upon the surrender hereof. If less than all of similarly delayed and no interest will be payable on this Note is redeemed, beyond the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedStated Maturity.

Redemption. If no redemption right is set forth on (a) The provisions of Article 11 of the face hereof, this Note may not be redeemed prior Original Indenture will apply to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereofDesignated Securities. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect The “Redemption Price” means: (A) with respect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is any Designated Securities to be redeemed in whole other than pursuant to Section 11.8 of the Original Indenture or in part by Principal Life Insurance Company Section 2.13(b) of this Supplemental Indenture, an amount equal to the greater of: (“Principal Life”x) (each, a “Redemption Date”), in which case this Note must 100% of the principal amount of such Designated Securities to be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with plus accrued and unpaid interest, if any, accrued interest thereon to, but excluding, the applicable Redemption Date (as defined below) of such Designated Securities and (y) as determined by the Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal thereof and interest thereon (exclusive of interest accrued thereon to the Redemption Date and assuming that LIBOR through the Stated Maturity would remain constant as of the Redemption Date. “) discounted to the Redemption Price” shall mean Date of the Designated Securities being redeemed on a bond-equivalent yield basis (using the same interest rate convention as that used in computing interest on the Designated Securities) at a rate per annum equal to LIBOR as of the Redemption Date plus 10 basis points for the Designated Securities being redeemed, plus accrued and unpaid interest on the principal amount of such Designated Securities (or any portion thereof) being redeemed to, but excluding, the Redemption Date of the Designated Securities (or any portion thereof) being redeemed; and (B) with respect to any Designated Securities to be redeemed pursuant to Section 11.8 of the Original Indenture or Section 2.13(b) of this Supplemental Indenture, an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reductiontheir principal amount, together with accrued and unpaid interest, if applicable) multiplied by any, thereon to but excluding the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%Date. The unpaid Principal Amount “Redemption Date” of this Note any Designated Securities to be redeemed shall will be determined any Floating Rate Business Day fixed by multiplying (1) the Outstanding Principal Amount Issuer for redemption of this Note such Designated Securities and specified in the applicable notice of redemption provided by (2) the quotient derived by dividing (A) Issuer to the outstanding principal amount Trustee pursuant to Section 11.2 of the Funding Agreement Original Indenture; provided, however, that the Redemption Date of any Designated Securities to be redeemed by Principal Life by (Bpursuant to Section 11.8(a) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof Original Indenture shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedan Interest Payment Date.

Redemption. If no redemption (a) The Holder of the Class B Certificate shall have the right is set forth on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect direct Xxxxxx Xxx to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed Class A Certificates, in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or but not in part, as applicable, prior to on any Distribution Date commencing with the Stated Maturity Date, related Distribution Date in increments of $1,000 at December 1997. (b) The price payable by Xxxxxx Mae for the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” Class A Certificates upon redemption shall mean an amount be equal to the Initial Redemption Percentage Price. Xxxxxx Xxx shall redeem the Class A Certificates only if (i) as adjusted by of the Annual Redemption Percentage Reduction, if applicable) multiplied by date Xxxxxx Mae receives notice from the unpaid Principal Amount Holder of this Note the Call Class directing Xxxxxx Xxx to be redeemed. Unless otherwise specified on the face hereofredeem, the Initial Xxxxxx Mae Security has a market value (exclusive of accrued interest) in excess of its outstanding principal balance and (ii) Xxxxxx Xxx shall have received from the Holder of the Class B Certificate the Redemption Percentage shall be 100% Amount and the Annual Redemption Percentage Reduction shall be 0%related Exchange Fee, as provided below . The unpaid Principal Amount For this purpose, the “market value” of this Note to be redeemed the Xxxxxx Mae Security shall be determined by multiplying (1) the Outstanding Principal Amount of this Note reference to bid quotations obtained by (2) the quotient derived by dividing (A) the outstanding principal amount Xxxxxx Xxx as of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount date Xxxxxx Mae receives notice of the Funding Agreementintention to direct a redemption. Notice must The determination by Xxxxxx Xxx of the market value as described above shall (in the absence of manifest error) be given not more final and binding. (c) The Holder of a Class B Certificate proposing to effect a redemption and exchange as of any applicable Distribution Date shall so notify Xxxxxx Mae no sooner than sixty (60the first Business Day and no later than 11:00 a.m. on the fifth Business Day occurring in the month of such Distribution Date. Not later than the fifth Business Day in the month of redemption the Holder of the Class B Certificate shall deposit with Xxxxxx Xxx the applicable Redemption Amount. Upon determination of a satisfactory market value and delivery of the Redemption Amount and Exchange Fee as specified in Section 8.01(b) nor less than thirty (30) calendar days prior hereof, the notice of redemption and exchange shall become irrevocable and redemption of the Class A Certificates will be made on the following Distribution Date. The Certificate Principal Factor for the month of redemption for the Class A Certificates and the Class B Certificate shall be zero. Xxxxxx Mae shall distribute the Redemption Price to the proposed Redemption Date. In Holders of the event of redemption of this Note in part only, a new Note for Class A Certificates on the unredeemed portion hereof shall be issued Distribution Date in the name month of the Holder hereof upon the surrender hereofredemption. If less than all Such distribution will be in lieu of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, any distribution of principal and interest that would otherwise be made on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedthat Distribution Date.

Redemption. If no redemption right is set forth on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except Except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Noteparagraph, the Trust shall elect Notes are not redeemable. (a) The Company may, at any time and from time to time, at its option, redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company Outstanding Notes (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part) at a redemption price equal to 95.167% of /a/ Delete if an Exchange Note. the principal amount thereof, plus the original issue discount on such Notes that the accrued pursuant to Section 1272 of the Internal Revenue Code of 1986, as applicableamended, prior to the Stated Maturity Dateapplicable redemption date, in increments of $1,000 at plus accrued and unpaid interest on the Notes to the applicable Redemption Price redemption date, plus the applicable Make-Whole Premium (as defined belowa "Specified Redemption"); provided that in the case of any such redemption in part, together at least 50% of the original principal amount of the Notes remains outstanding after giving effect to such redemption. The Company shall give not less than 30 nor more than 60 days notice of such redemption. In the event that the Company chooses to redeem less than all of the Notes, selection of the Notes for redemption will be made by the Trustee either: (1) in compliance with unpaid interestthe requirements of the principle national securities exchange, if any, accrued thereon toon which the Notes are listed; or, (2) if the Notes are not so listed, but excludingon a pro rata basis, by lot or by such method as the applicable Redemption Date. “Redemption Price” Trustee shall mean an amount equal deem fair and appropriate. (b) In the case of any redemption of Notes, interest installments whose Stated Maturity is on or prior to the Initial Redemption Percentage (as adjusted by Date will be payable to the Annual Redemption Percentage ReductionHolders of such Notes, if applicable) multiplied by or one or more Predecessor Notes, of record at the unpaid Principal Amount close of this Note business on the relevant Record Date referred to be redeemed. Unless otherwise specified on the face hereof, . Notes (or portions thereof) for whose redemption and payment provision is made in accordance with the Initial Redemption Percentage Indenture shall be 100% cease to bear interest from and after the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. . (c) In the event of redemption of this Note in part only, a new Note or Notes for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender cancellation hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemed.

Redemption. If no redemption right is set forth on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereofIndenture. In the case of a Note that is not a Discount Note, if If a redemption right is set forth on the face of this Note, the Trust shall elect to Company may redeem this Note on the Interest Payment Date on or after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”"REDEMPTION DATE"), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 equal to the Authorized Denominations (provided that any remaining Principal Amount hereof shall be at least equal to the Authorized Denomination) at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “"Redemption Price” " shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed (or in the case of Discount Notes, multiplied as set forth in Section 3(d)(ii) above). The Initial Redemption Percentage, if any, applicable to this Note shall decline at each anniversary of the Initial Redemption Date by an amount equal to the applicable Annual Redemption Percentage Reduction, if any, until the Redemption Price is equal to 100% of the unpaid amount thereof to be redeemed. Unless otherwise specified set forth on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice Note, notice must be given not more than sixty seventy-five (6075) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemed.

Redemption. If no redemption right is set forth on the face hereofPrior to July 21, 2008, this Note may shall not be redeemed redeemable at the Company's option. Beginning on July 21, 2008, the Company, at its option, shall be entitled to redeem this Note for cash at any time, as a whole, or from time to time in part (in any principal amount that is an integral multiple of not less than $50,000,000 or, if less, the aggregate principal amount outstanding), on the Redemption Date (as herein defined), at a price equal to 100% of the principal amount to be redeemed, together with accrued but unpaid interest thereon through the Redemption Date (if any) (the "Redemption Price"); provided that the Company shall not be entitled to redeem this Note to the extent that the Holder shall have duly delivered to the Company, on or prior to the Stated Maturity close of business on the second Business Day next preceding the Redemption Date, a Conversion Notice relating to all or a portion of the principal amount hereof. Not fewer than 30 nor more than 60 days prior to the date on which redemption is to be effected (such date, the "Redemption Date"), the Company shall provide the Holder with written notice (a "Redemption Notice") of the Redemption Date and the principal amount to be redeemed, and this Note shall thereupon be due and payable at the Redemption Price at 3:00 p.m., Central time, on the Redemption Date, to the extent of the principal amount to be redeemed, except as set forth to the extent that the Holder shall have so delivered such a Conversion Notice. On the Redemption Date, the Company shall pay to the Holder, by transfer to an account maintained by the Holder with a bank in the Indenture or United States of America specified to the Company in Section 10 hereof. In writing not fewer than five Business Days prior to the Redemption Date, the Redemption Price in respect of the principal amount to be redeemed and, in the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicableshall execute, prior issue and deliver to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, the Holder a replacement note identical to this Note but excluding, the applicable Redemption Date. “Redemption Price” shall mean an having a principal amount equal to the Initial principal amount hereof not theretofore converted, redeemed or repurchased. Upon the Holder's receipt of the Redemption Percentage Price (as adjusted by and, in the Annual Redemption Percentage Reductioncase of a redemption in part, if applicable) multiplied by such replacement note), this Note shall be deemed to be cancelled, and the unpaid Principal Amount of Holder shall thereafter send this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedCompany.

Redemption. If no redemption right is set forth on (a) The provisions of Article 11 (other than Section 11.8(b) thereof) of the face hereof, this Note may not be redeemed prior Original Indenture will apply to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereofDesignated Securities. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect The “Redemption Price” means: (A) with respect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is any Designated Securities to be redeemed in whole or in part by Principal Life Insurance Company other than pursuant to Section 11.8 of the Original Indenture, an amount equal to the greater of: (“Principal Life”x) (each, a “Redemption Date”), in which case this Note must 100% of the principal amount of such Designated Securities to be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with plus accrued and unpaid interest, if any, accrued interest thereon to, but excluding, the applicable Redemption Date (as defined below) of such Designated Securities; and (y) as determined by the Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal thereof and interest thereon (exclusive of interest accrued thereon to the Redemption Date and assuming that LIBOR through the Stated Maturity would remain constant as of the Redemption Date. “) discounted to the Redemption Price” shall mean Date of the Designated Securities being redeemed on a bond-equivalent yield basis (using the same interest rate convention as that used in computing interest on the Designated Securities) at a rate per annum equal to LIBOR as of the Redemption Date minus 12.5 basis points for the Designated Securities being redeemed, plus accrued and unpaid interest on such Designated Securities (or any portion thereof) being redeemed to, but excluding the Redemption Date of the Designated Securities (or any portion thereof) being redeemed; and (B) with respect to any Designated Securities to be redeemed pursuant to Section 11.8(a) of the Original Indenture or Section 2.13(b) of this Supplemental Indenture, an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reductiontheir principal amount, together with accrued and unpaid interest, if applicable) multiplied by any, thereon to but excluding the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%Date. The unpaid Principal Amount “Redemption Date” of this Note any Designated Securities to be redeemed shall will be determined any Business Day fixed by multiplying (1) the Outstanding Principal Amount Issuer for redemption of this Note such Designated Securities and specified in the applicable notice of redemption provided by (2) the quotient derived by dividing (A) Issuer to the outstanding principal amount Trustee pursuant to Section 11.2 of the Funding Agreement Original Indenture; provided, however, that the Redemption Date of any Designated Securities to be redeemed by Principal Life by (Bpursuant to Section 11.8(a) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof Original Indenture shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedan Interest Payment Date.

Redemption. If no redemption right 6.1 On or after the first Business Day that is set forth on five years after the face hereof, this Note may not be redeemed prior to the Stated Maturity Issue Date, except as set forth in the Indenture or in Section 10 hereof. In Company shall have the case of a Note that is not a Discount Noteright, if a redemption right is set forth on the face of this Notesubject to applicable law, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on all but not less than all shares of Preferred Stock from any source of funds legally available for such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Datepurpose. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted Any redemption by the Annual Redemption Percentage Reduction, if applicable) multiplied Company pursuant to this Section 6 shall be subject to compliance with the provisions of the Credit Agreements and any other agreements governing the Company’s and the Parent’s future or existing outstanding indebtedness. Any such redemption shall occur on a date set by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified Company on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior days’ notice to the proposed Holders (the “Optional Redemption Date”). In Notwithstanding anything to the event of redemption of contrary in this Note in part onlySection 6.1, a new Note Holder may exercise an Optional Parent Put Right after receipt of an Optional Redemption Notice, provided the Optional Parent Put Exchange Date precedes the Optional Redemption Date by at least three (3) Business Days. Upon the exchange of shares of Preferred Stock pursuant to such Optional Parent Put Right, such Optional Redemption Notice shall be rendered void in respect of such shares. 6.2 Subject to applicable law, the Company shall effect any such redemption pursuant to this Section 6 by paying cash for each share of Preferred Stock to be redeemed in an amount equal to the Liquidation Preference (including, for the unredeemed portion hereof avoidance of doubt, any Accrued Dividends added to the Liquidation Preference in accordance with Section 2.6.1) plus the Accumulated Cash Dividends (if any) (such amount, the “Optional Redemption Price”). 6.3 The Company shall give notice of its election to redeem the Preferred Stock pursuant to this Section 6 to the Holders of Preferred Stock as such Holders’ names appear (as of the close of business on the Business Day next preceding the day on which notice is given) on the books of the Transfer Agent at the address of such Holders shown therein. Such notice (the “Optional Redemption Notice”) shall state: (i) the Optional Redemption Date, (ii) the number of shares of Preferred Stock to be redeemed from such Holder, (iii) the Optional Redemption Price, and (iv) the place where any shares of Preferred Stock in certificated form are to be redeemed and shall be issued presented and surrendered for payment of the Optional Redemption Price therefor. 6.4 If the Company gives the Optional Redemption Notice, the Company shall deposit with or otherwise involve available to the Paying Agent funds sufficient to redeem the shares of Preferred Stock, no later than the open of business on the Optional Redemption Date, and the Company shall give the Paying Agent instructions and authority to pay the Optional Redemption Price to the Holders to be redeemed upon surrender or deemed surrender of the Certificates therefor as set forth in the name of the Holder hereof upon the surrender hereofOptional Redemption Notice. If less than the Optional Redemption Notice shall have been given, then from and after the Optional Redemption Date, unless the Company defaults in providing funds sufficient for such redemption at the time and place specified for payment pursuant to the Optional Redemption Notice, all dividends on such shares of this Note is redeemed, Preferred Stock to be redeemed shall cease to accrue and all other rights with respect to the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount shares of the interest of each direct participant in the Trust Preferred Stock to be redeemed, including the rights, if any, to receive notices, will terminate, except only the rights of Holders thereof to receive the Optional Redemption Price. The Company shall be entitled to receive from the Paying Agent the interest income, if any, earned on any such funds deposited with the Paying Agent (to the extent that such interest income is not required to pay the Optional Redemption Price of the shares of Preferred Stock to be redeemed), and the holders of any shares of Preferred Stock so redeemed shall have no claim to any such interest income. Any funds deposited with the Paying Agent hereunder by the Company for any reason, including redemption of shares of Preferred Stock, that remain unclaimed or unpaid after two years after the Optional Redemption Date or other payment date, shall be, to the extent permitted by applicable law, repaid to the Company upon its written request, after which repayment the Holders entitled to such redemption or other payment shall have recourse only to the Company.

Redemption. If no redemption right is set forth on The Borrower will have the face hereof, option of prepaying the outstanding Principal amount of this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption DateOptional Redemption”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior by paying to the Stated Maturity Date, Holder a sum of money in increments cash equal to one hundred and twenty percent (120%) of $1,000 at the applicable Redemption Price (as defined below)Principal amount to be redeemed, together with accrued but unpaid interest, if anyinterest thereon and any and all other sums due, accrued thereon toor payable to the Holder arising under this Note through the Redemption Payment Date as defined below (the “Redemption Amount”). Xxxxxxxx’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), but excludingwhich date shall be a date certain not sooner than fourteen (14) business days after the date of the Notice of Redemption (the “Redemption Period”). On the Redemption Payment Date, the applicable Redemption Date. “Amount, less any portion of the Redemption Price” Amount against which the Holder has permissibly exercised its conversion rights, shall mean an amount equal be paid in good funds to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption DateHolder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of redemption Redemption will be null and void, (ii) Borrower will have no right to deliver another Notice of this Note in part onlyRedemption, a new Note for the unredeemed portion hereof shall and (iii) Borrower’s failure may be issued in the name of the deemed by Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemeda non-curable Event of Default.

Redemption. If no redemption right is set forth (a) The Company may, at its option, on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the any Interest Payment Date on or after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (eachDecember 1, a “Redemption Date”)2026, in which case redeem this Note must be redeemed on such Redemption Date Subordinated Note, in whole or in part, as applicablewithout premium or penalty, prior but in all cases in a principal amount with integral multiples of $1,000. In addition, the Company may, at its option, redeem all, but not a portion of the Subordinated Notes, at any time upon the occurrence of a Tier 2 Capital Event, Tax Event or an Investment Company Event. Any redemption of this Subordinated Note shall be subject to the Stated Maturity Dateprior approval of the Federal Reserve (or its designee) or any successor agency, in increments of $1,000 and any other banking regulatory agency, to the extent such approval shall then be required by law, regulation or policy. This Subordinated Note is not subject to redemption at the applicable option of the Holder. The Redemption Price (as defined below)with respect to any redemption permitted under the Indenture will be equal to 100% of the principal amount of this Subordinated Note, together with or portion thereof, to be redeemed, plus accrued but unpaid interestinterest and Additional Interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to . (b) If less than the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the then outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Subordinated Note is redeemed, (i) a new note shall be issued representing the Indenture Trustee will select by lot or, in its discretion, unredeemed portion without charge to the Holder thereof and (ii) such redemption shall be effected on a pro rata basisbasis as to the Holders. For purposes of clarity, upon a partial redemption, a like percentage of the principal amount of the interest of each direct participant in the Trust to every Subordinated Note held by every Holder shall be redeemed. (c) If notice of redemption has been duly given and notwithstanding that any Subordinated Notes so called for redemption have not been surrendered for cancellation, on and after the Redemption Date interest shall cease to accrue on all Subordinated Notes so called for redemption, all Subordinated Notes so called for redemption shall no longer be deemed outstanding and all rights with respect to such Subordinated Notes shall forthwith on such Redemption Date cease and terminate (unless the Company shall default in the payment of the redemption price), except only the right of the Holder thereof to receive the amount payable on such redemption, without interest.

Redemption. If no redemption right is set forth The Company may, at any time or from time to time on the face hereofor after June 1, 2026, redeem this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Subordinated Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicablewithout premium or penalty, prior to the Stated Maturity Date, but in increments all cases in a principal amount with integral multiples of $1,000 1,000. In addition, the Company may redeem all, but not a portion of the Subordinated Notes, at any time upon the occurrence of a Tier 2 Capital Event, Tax Event or an Investment Company Event. Any redemption with respect to this Subordinated Note will be subject to any required regulatory approvals. This Subordinated Note is not subject to redemption at the applicable option of the Holder. The Redemption Price (as defined below)with respect to any redemption permitted under this Indenture will be equal to 100% of the principal amount of this Subordinated Note, together with or portion thereof, to be redeemed, plus accrued but unpaid interestinterest and Additional Interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal If all or any portion of the Subordinated Notes ceases to be deemed to be Tier 2 Capital, other than due to the Initial Redemption Percentage limitation imposed on the capital treatment of subordinated debt during the five (5) years immediately preceding the Maturity Date of the Subordinated Notes, Company will immediately notify the Trustee and the Holders, and thereafter Company shall request, subject to the terms hereof, that the Trustee and the Holders execute and deliver all agreements as adjusted reasonably necessary in order to restructure the applicable portions of the obligations evidenced by the Annual Redemption Percentage ReductionSubordinated Notes to qualify as Tier 2 Capital; provided, if applicable) multiplied by however, that the unpaid Principal Amount foregoing shall not limit the Company’s right to redeem the Subordinated Notes upon the occurrence of this Note to be redeemeda Tier 2 Capital Event. Unless otherwise specified on If less than the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the then outstanding principal amount of this Subordinated Note is redeemed, (i) a new note shall be issued representing the Funding Agreement unredeemed portion without charge to the Holder thereof and (ii) such redemption shall be redeemed effected on a pro rata basis as to the Holder, and if the Subordinated Notes are represented by Principal Life Global Subordinated Notes held by (B) the outstanding principal amount Depositary and such redemption is processed through the Depositary, such redemption will be made on a “Pro Rata Pass-Through Distribution of Principal” basis in accordance with the procedures of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption DateDepositary. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basisredemption as provided in the preceding sentence is not ​ ​ ​ permitted under applicable law or applicable requirements of the Depositary, the amount of the interest of each direct participant in the Trust Subordinated Notes to be redeemedredeemed will be selected by lot or such method as the Trustee will deem fair and appropriate.

Redemption. If no redemption right is set forth on (a) Unless otherwise specified in the face hereofapplicable Pricing Supplement and the Notes of the relevant series, this Note the Company may not be redeemed redeem such Notes after the date that is thirty (30) days prior to the Stated Maturity Date of such Notes. (b) If, but only if, specified in the applicable Pricing Supplement and the Notes of the relevant series, such Notes will be redeemable at the option of the Company and/or the Holders thereof, as the case may be, in accordance with the redemption provisions included in such Pricing Supplement and such Notes. (c) Unless otherwise specified in the applicable Pricing Supplement, in connection with the redemption by the Company of Notes under Section 2.04(b) hereof, the Company will give written notice to the Holders in accordance with Section 1.06 hereunder not less than thirty (30) days and no more than seventy-five (75) days prior to the date set for such redemption. All notices of redemption shall state: (i) the redemption date; (ii) the Redemption Price or, if not then ascertainable, the manner of calculation thereof; (iii) that on the redemption date the Redemption Price will become due and payable on the Notes to be redeemed and that interest thereon will cease to accrue on and after said date; and (iv) the place or places where the Notes to be redeemed are to be surrendered for payment of the Redemption Price. Notice of redemption of Notes to be redeemed by the Company shall be given by the Company or, at the Company's request, by the Indenture Trustee in the name and at the expense of the Company. (d) Prior to any redemption date, the Company shall deposit with the Paying Agent an amount of money sufficient to pay the Redemption Price of and (except if the redemption date shall be an Interest Payment Date) accrued and unpaid interest on, all Notes which are to be redeemed on that date. (e) Upon notice of redemption having been given pursuant to Section 2.04(c) hereunder, the Notes to be so redeemed shall, on the redemption date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest, if any) such Notes shall cease to bear or accrue any interest. Upon surrender of Notes for redemption in accordance with said notice, such Notes shall be paid by the Company at the Redemption Price, together with any accrued but unpaid interest to, but not including the redemption date provided that, installments of interest whose Stated Maturity Date is on or prior to the redemption date will be payable to the Holders of such Notes, or one or more Predecessor Notes, registered as such at the close of business on the relevant Record Date according to their terms and the provisions of Section 2.10, unless, in connection with a redemption date falling on an Interest Payment Date, except as set forth in the Notes of the particular series provide that interest payable on an Interest Payment Date that is a redemption date shall be paid to the Person to whom principal is payable. (f) In case of any redemption by the Company, the Company shall, at least forty-five (45) days prior to the redemption date fixed by the Company (unless a shorter notice shall be satisfactory to the Indenture or in Section 10 hereofTrustee), notify the Indenture Trustee by an Officer's Certificate of such redemption date, and of the principal amount of Notes to be redeemed. In the case of any redemption of Notes (A) prior to the expiration of any restriction on such redemption provided in the terms of such Notes or elsewhere in this Indenture, or (B) which is subject to a condition specified in the terms of such Notes or elsewhere in this Indenture, the Company shall furnish the Indenture Trustee with an Officer's Certificate evidencing compliance with such restriction or condition. (g) If less than all Notes of a series are to be redeemed (unless such redemption affects only a single Note), the particular Notes of such series to be redeemed shall be selected not more than seventy-five (75) days prior to the redemption date by the Indenture Trustee, from the Outstanding Notes of such series not previously called for redemption, by such method as the Indenture Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Note of such series; provided that is the unredeemed portion of the principal amount of any Note of such series shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for Notes of such series. The Indenture Trustee shall promptly notify the Company in writing of the Notes selected for redemption as aforesaid and, in the case of any Notes of a Discount series selected for partial redemption as aforesaid, the principal amount thereof to be redeemed. The provisions of the two preceding paragraphs shall not apply with respect to any redemption affecting only a single Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this whether such Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which part. In the case this Note must be redeemed on of any such Redemption Date in whole or redemption in part, as applicable, prior to the Stated Maturity Date, in increments unredeemed portion of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement Note shall be in an authorized denomination (which shall not be less than the minimum denomination) for such Note. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Notes shall relate, in the case of any Notes redeemed or to be redeemed by Principal Life by (B) only in part, to the outstanding portion of the principal amount of such Notes which has been or is to be redeemed. (h) Any Note which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior Company or the Indenture Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the proposed Redemption Date. In Company and the event Indenture Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Indenture Trustee shall authenticate and deliver to the Holder of redemption of this such Note in part onlywithout service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount principal of the interest of each direct participant in the Trust to be redeemedNote so surrendered.

Redemption. If no redemption right is set forth a. The Company may, at its option, on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the any Interest Payment Date on or after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (eachApril 1, a “Redemption Date”)2027, in which case redeem this Note must be redeemed on such Redemption Date Subordinated Note, in whole or in part, as applicablewithout premium or penalty, prior but in all cases in a principal amount with integral multiples of $1,000. In addition, the Company may, at its option, redeem all, but not a portion of the Subordinated Notes, at any time upon the occurrence of a Tier 2 Capital Event, a Tax Event or an Investment Company Event. Any redemption of this Subordinated Note shall be subject to the Stated Maturity Dateprior approval of the Federal Reserve (or its designee) or any successor agency, in increments of $1,000 and any other bank regulatory agency, to the extent such approval shall then be required by law, regulation or policy. This Subordinated Note is not subject to redemption at the applicable option of the Holder. The Redemption Price (as defined below)with respect to any redemption permitted under the Indenture will be equal to 100% of the principal amount of this Subordinated Note, together with or portion thereof, to be redeemed, plus accrued but unpaid interestinterest and Additional Interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to . b. If less than the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the then outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Subordinated Note is redeemed, (i) a new note shall be issued representing the Indenture Trustee will select by lot or, in its discretion, unredeemed portion without charge to the Holder thereof and (ii) such redemption shall be effected on a pro rata basisbasis as to the Holders. For purposes of clarity, upon a partial redemption, a like percentage of the principal amount of the interest of each direct participant in the Trust to every Subordinated Note held by every Holder shall be redeemed. c. If notice of redemption has been duly given and notwithstanding that any Subordinated Notes so called for redemption have not been surrendered for cancellation, on and after the Redemption Date interest shall cease to accrue on all Subordinated Notes so called for redemption, all Subordinated Notes so called for redemption shall no longer be deemed outstanding and all rights with respect to such Subordinated Notes shall forthwith on such Redemption Date cease and terminate (unless the Company shall default in the payment of the redemption price), except only the right of the Holder thereof to receive the amount payable on such redemption, without interest.

Redemption. If no redemption right is set forth on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal GE Life Insurance and Annuity Assurance Company (“Principal LifeGELAAC”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount principal amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life GELAAC by (B) the outstanding principal amount of the Funding Agreement. The Initial Redemption Percentage, if any, applicable to this Note shall decline at each anniversary of the Initial Redemption Date by an amount equal to the applicable Annual Redemption Percentage Reduction, if any, until the Redemption Price is equal to 100% of the unpaid amount thereof to be redeemed. Notice must be given not more than sixty seventy-five (6075) nor less than thirty forty-five (3045) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemed.

Redemption. If no redemption right is set forth (a) Prior to March 17, 2051, the Notes shall be redeemable, at the option of the Company, at any time in whole, or from time to time in part, at a Redemption Price, payable in cash, equal to the greater of: (x) 100% of the principal amount of the Notes to be redeemed; and (y) the sum of the present values of the remaining (as of the Redemption Date) scheduled interest and principal payments on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture Notes (or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is portions thereof) to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “excluding interest accrued to such Redemption Date”), in which case this Note must be redeemed on discounted to such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments on a semiannual basis (assuming a 360-day year consisting of $1,000 twelve 30-day months) at the applicable Redemption Price (as defined below)Treasury Yield plus 25 basis points, together with in each case plus unpaid interest, if any, interest that has accrued thereon to, but excluding, such Redemption Date and (b) on or after March 17, 2051, the applicable Redemption Date. “Notes shall be redeemable, at the option of the Company, at any time in whole, or from time to time in part, at a Redemption Price” shall mean an amount , payable in cash, equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and of the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement Notes to be redeemed by Principal Life by (B) redeemed, plus unpaid interest that has accrued to, but excluding the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In The Trustee shall not be responsible for calculating the event of redemption of this Note in part only, Redemption Price. If such Redemption Date is after a new Note Regular Record Date for the unredeemed portion hereof Notes and on or before the related Interest Payment Date, then the payment of interest becoming due on such Interest Payment Date shall be issued payable, on such Interest Payment Date, to the Holder of record at the close of business on such Regular Record Date, and the Redemption Price shall not include unpaid interest that has accrued to, but excluding, such Redemption Date. The Notes shall not be redeemable by the Company except as provided in the name preceding sentences. The Notes shall not be redeemable at the election of any Holder, except to the extent that the principal of, and interest on, the Notes may be accelerated in accordance with Article 5 of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedIndenture.

Redemption. If no redemption right is set forth so specified on the face hereof, this Note may not be redeemed prior to at the Stated Maturity Dateoption of NIB, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to on the Stated Maturity Date, in increments of $1,000 at the applicable Optional Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise Date or Dates specified on the face hereof, in the Initial Redemption Percentage shall be 100% and case of Book-Entry Notes, by facsimile transmission to DTC in accordance with agreed upon procedures and, in the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount case of this Note to be redeemed shall be determined Certificated Notes, upon the mailing by multiplying (1) the Outstanding Principal Amount Fiscal Agent by first-class mail, postage prepaid, of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount a notice of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given such redemption not less than 30 nor more than sixty (60) nor less than thirty (30) calendar 60 days prior to the proposed date fixed for redemption, unless otherwise provided in the relevant Pricing Supplement, to the Holder hereof at its last registered address appearing in the Note Register, at the applicable Redemption DatePrice specified on the face hereof, together in each case with accrued interest, if any, to the date fixed for redemption. In Any Note called for redemption shall become due and payable on the event date specified in such notice (herein called the “redemption date”), and upon presentation and surrender of such Note at the place or places specified in such notice, such Note shall be paid at the Redemption Price together with accrued interest, if any, to the redemption date. From and after the redemption date (unless NIB shall default in the payment of the Redemption Price and accrued interest), if money for the redemption of this Note shall have been made available as provided herein, this Note shall cease to bear interest and the only right of the Holder hereof shall be to receive payment respectively of the Redemption Price and all unpaid interest accrued to the redemption date, as provided above. If any such Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal thereof shall, until paid, bear interest from the date of redemption at the rate borne by such Note. Any Note which is to be redeemed only in part onlyshall be surrendered to the Fiscal Agent, and the Fiscal Agent shall complete, authenticate and deliver to the Holder of such Note, without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, having identical terms and conditions in an aggregate principal amount equal to and in exchange for the unredeemed portion hereof shall be issued of the Note so surrendered. If this Note is an Original Issue Discount Note (other than an Indexed Note), anything to the contrary notwithstanding, the amount payable in the name event of (A) repayment at the option of the Holder hereof upon or redemption, in lieu of the surrender principal amount due at the maturity hereof. If less than all , shall be the Amortized Face Amount (as defined below) of this Note is redeemedas of the date fixed for repayment or redemption and (B) acceleration of maturity, shall be the Indenture Trustee will select aggregate principal amount of this Note multiplied by lot orthe sum of the Issue Price hereof (expressed as a percentage of the aggregate principal amount) plus the original issue discount amortized from the Original Issue Date hereof to the date of declaration of acceleration, which amortization shall be calculated using the “interest method” (computed in its discretion, accordance with generally accepted accounting principles in effect on a pro rata basis, the date of declaration of acceleration). The “Amortized Face Amount” of this Note shall be the amount equal to (a) the Issue Price (as set forth on the face hereof) plus (b) that portion of the interest difference between the Issue Price and the principal amount hereof that has accrued at the Yield to Maturity (as set forth on the face hereof) (computed in accordance with generally accepted United States bond yield computation principles) at the date as of each direct participant which the Amortized Face Amount is calculated, but in no event shall the Trust to be redeemedAmortized Face Amount of this Original Issue Discount Note exceed its stated principal amount.

Redemption. If no redemption right is set forth on The Company may redeem the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face principal amount of this NoteSecurity, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicablein integrals of $1,000, on any Interest Payment Date, other than the Stated Maturity Date of this Security (each a "Redemption Date") at a price equal to 100% of the principal amount of this Security to be redeemed (the "Redemption Price") together with any unpaid interest accrued hereon up to be excluding such Redemption Date. The Company shall give written notice of such a redemption to the Holder not more than 20 nor less than 15 days prior to the Stated Maturity applicable Redemption Date stating: (i) the Redemption Date; (ii) the Redemption Price; (iii) if less than the full principal amount of this Security is to be redeemed. the identification (and, in increments the case of $1,000 at a partial redemption, the applicable Redemption Price principal amount) of this Security to be redeemed; (as defined below)iv) in the case of a partial redemption of this Security, together with unpaid interestthe Holder will receive, if anywithout charge, accrued thereon toupon the surrender of this Security, but excluding, a new certificate representing an authorized denomination of the principal amount of this Security remaining unredeemed; (v) that on the applicable Redemption Date. “, the Redemption Price” Price shall mean an amount equal become due and payable upon the Securities so redeemed and that interest thereon shall cease to accrue on and after the applicable Redemption Date; (vi) the place or places where the applicable certificate or certificates representing this Security is to be surrendered for the payment of the Redemption Price together with any unpaid interest thereon to the Initial applicable Redemption Percentage Date; and (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1vii) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount CUSIP number of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount Security or portion of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust such Security to be redeemed.

Redemption. If no redemption right is set forth on The Borrower will have the face hereofoption at any time up to the 179th day after the Closing Date, of prepaying the outstanding Principal amount of this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption DateOptional Redemption”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior by paying to the Stated Maturity Date, Holder a sum of money in increments cash equal to one hundred and eighteen percent (118%) of $1,000 at the applicable Redemption Price (as defined below)Principal amount to be redeemed, together with accrued but unpaid interest, if anyinterest thereon and any and all other sums due, accrued thereon toor payable to the Holder arising under this Note through the Redemption Payment Date as defined below (the “Redemption Amount”). Bxxxxxxx’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), but excludingwhich date shall be a date certain not sooner than five (5) business days after the date of the Notice of Redemption (the “Redemption Period”). At all times up to the Redemption Payment Date, the applicable Holder may convert any portion of this Note, except as otherwise prohibited herein. On the Redemption Payment Date. “, the Redemption Price” Amount, less any portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall mean an amount equal be paid in good funds to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption DateHolder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of redemption Redemption will be null and void, (ii) Borrower will have no right to deliver another Notice of this Note in part onlyRedemption, a new Note for the unredeemed portion hereof shall and (iii) Borrower’s failure may be issued in the name of the deemed by Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemeda non-curable Event of Default.

Redemption. If no redemption right is set forth on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereofIndenture. In the case of a Note that is not a Discount Note, if If a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date on or after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Hartford Life Insurance Company (“Principal "Hartford Life”") (each, a “"Redemption Date”"), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 equal to the Authorized Denominations (provided that any remaining Principal Amount hereof shall be at least equal to the Authorized Denomination) at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “"Redemption Price” " shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on redeemed (or in the face hereofcase of Discount Notes, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%multiplied as set forth in Section 3(c)(ii) above). The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Hartford Life by (B) the outstanding principal amount of the Funding Agreement. The Initial Redemption Percentage, if any, applicable to this Note shall decline at each anniversary of the Initial Redemption Date by an amount equal to the applicable Annual Redemption Percentage Reduction, if any, until the Redemption Price is equal to 100% of the unpaid amount thereof to be redeemed. Notice must be given not more than sixty seventy-five (6075) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemed.

Redemption. If no redemption The Company shall not have the right is set forth on the face hereof, this Note may not be redeemed to redeem any Notes prior to the Stated Maturity DateAugust 4, 2011, except to preserve the Company’s status as set forth in the Indenture or in Section 10 hereofa real estate investment trust. In the case of a Note that is not a Discount NoteIf, if a redemption right is set forth on the face of this Noteat any time, the Trust shall elect Company determines it is necessary to redeem this Note on the Interest Payment Date after Notes in order to preserve the Initial Redemption Date set forth on Company’s status as a real estate investment trust, the face hereof on which Company may, upon not less than 30 nor more than 60 days’ prior written notice by mail to the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (eachHolders of the Notes, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date redeem the Notes in whole or in part, as applicablefor cash equal to 100% of the principal amount of the Notes to be redeemed plus unpaid interest (including Additional Interest, prior if any) accrued thereon to the Stated Maturity Redemption Date. In such case, the Company shall provide the Trustee with an Officers’ Certificate evidencing that the Board of Trust Managers of the Company has, in increments good faith, made the determination that it is necessary to redeem the Notes in order to preserve the Company’s status as a real estate investment trust. The Company shall have the right to redeem the Notes, in whole or in part at any time or from time to time, on or after August 4, 2011 upon not less than 30 nor more than 60 days’ prior written notice by mail to the Holders of the Notes, at a redemption price (“Redemption Price”) for cash equal to 100% of the principal amount of the Notes to be redeemed plus unpaid interest (and Additional Interest, if any) accrued thereon to the Redemption Date. If less than all the Notes are to be redeemed, the Trustee shall select the Notes to be redeemed (in principal amounts of $1,000 and integral multiples thereof) on a pro rata basis or by such other method the Trustee considers fair and appropriate. The Trustee shall make the selection at least 30 days but not more than 60 days before the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, Date from Outstanding Notes not previously called for redemption. Notes and portions of the applicable Redemption Dateprincipal amount thereof selected for redemption shall be in integral multiples of $1,000. “Redemption Price” The Trustee shall mean an notify the Company promptly of the Notes or portions of the principal amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note thereof to be redeemed. Unless otherwise specified on If the face hereofTrustee selects a portion of a Note for partial redemption and a Holder converts a portion of the same Note in accordance with the provisions of Section 2.11 hereof before termination of the conversion right with respect to the portion of the Note so selected, the Initial Redemption Percentage converted portion of such Note shall be 100% and deemed to be from the Annual Redemption Percentage Reduction shall be 0%portion selected for redemption. The unpaid Principal Amount Notes that have been converted during a selection of this Note Notes to be redeemed shall be determined treated by multiplying (1) the Trustee as Outstanding Principal Amount for the purpose of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Datesuch selection. In the event of any redemption in part, the Company shall not be required to: (i) issue or register the transfer or exchange of this any Note during a period beginning at the opening of business 15 days before any selection of Notes for redemption and ending at the close of business on the earliest date on which the relevant notice of redemption is deemed to have been given to all Holders of Notes to be so redeemed, or (ii) register the transfer or exchange of any Note so selected for redemption, in part onlywhole or in part, a new Note for except the unredeemed portion hereof of any Note being redeemed in part. In addition to those matters set forth in Section 1104 of the Indenture, a notice of redemption sent to the Holders of Notes to be redeemed in accordance with the provisions of the two preceding paragraphs shall be issued in state: (a) the name of the Holder hereof upon Paying Agent and Conversion Agent; (b) the surrender then current Conversion Rate; (c) that Notes called for redemption may be converted at any time prior to the close of business on the third Business Day immediately preceding the Redemption Date; and (d) that Holders who wish to convert Notes must comply with the procedures relating thereto specified in Section 2.13 hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemed.

Redemption. If no redemption right is set forth (a) The Company may, at its option, on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the any Interest Payment Date on or after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (eachSeptember 1, a “Redemption Date”)2025 redeem this Subordinated Note, in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicablewithout premium or penalty, prior to the Stated Maturity Date, but in increments all cases in a principal amount with integral multiples of $1,000 1,000. In addition, the Company may redeem all, but not a portion of, the Subordinated Notes, at any time upon the occurrence of a Tier 2 Capital Event, Tax Event or an Investment Company Event. Any redemption with respect to this Subordinated Note will be subject to any required regulatory approvals. This Subordinated Note is not subject to redemption at the applicable option of the Holder. The Redemption Price (as defined below)with respect to any redemption permitted under the Indenture will be equal to 100% of the principal amount of this Subordinated Note, together with or portion thereof, to be redeemed, plus accrued but unpaid interestinterest and Additional Interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal If all or any portion of the Subordinated Notes ceases to be Tier 2 Capital, other than due to the Initial Redemption Percentage limitation imposed on the capital treatment of subordinated debt during the five (5) years immediately preceding the Maturity Date of the Subordinated Notes, Company will immediately notify the Trustee, the Holders, and thereafter Company shall request, subject to the terms hereof, that the Trustee and the Holders execute and deliver all agreements as adjusted reasonably necessary in order to restructure the applicable portions of the obligations evidenced by the Annual Redemption Percentage Reduction, if applicableSubordinated Notes to qualify as Tier 2 Capital. (b) multiplied by If less than the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the then outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Subordinated Note is redeemed, (i) a new note shall be issued representing the Indenture Trustee will select by lot or, in its discretion, unredeemed portion without charge to the Holders thereof and (ii) such redemption shall be effected on a pro rata basisbasis as to the Holders, unless otherwise required by law or applicable Depositary requirements. For purposes of clarity, upon a partial redemption, a like percentage of the principal amount of the interest of each direct participant in the Trust to every Subordinated Note held by every Holder shall be redeemed. (c) If notice of redemption has been duly given and notwithstanding that any Subordinated Notes so called for redemption have not been surrendered for cancellation, on and after the Redemption Date interest shall cease to accrue on all Subordinated Notes so called for redemption, all Subordinated Notes so called for redemption shall no longer be deemed outstanding and all rights with respect to such Subordinated Notes shall forthwith on such Redemption Date cease and terminate (unless the Company shall default in the payment of the redemption price), except only the right of the Holders thereof to receive the amount payable on such redemption, without interest.

Redemption. If no redemption right is set forth The Company may, at any time or from time to time on the face hereofor after June 15, 2026, redeem this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Subordinated Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicablewithout premium or penalty, prior to the Stated Maturity Date, but in increments all cases in a principal amount with integral multiples of $1,000 1,000. In addition, the Company may redeem all, but not a portion of the Subordinated Notes, at any time upon the occurrence of a Tier 2 Capital Event, Tax Event or an Investment Company Event. Any redemption with respect to this Subordinated Note will be subject to any required regulatory approvals. This Subordinated Note is not subject to redemption at the applicable option of the Holder. The Redemption Price (as defined below)with respect to any redemption permitted under this Indenture will be equal to 100% of the principal amount of this Subordinated Note, together with or portion thereof, to be redeemed, plus accrued but unpaid interestinterest and Additional Interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal If all or any portion of the Subordinated Notes ceases to be deemed to be Tier 2 Capital, other than due to the Initial Redemption Percentage limitation imposed on the capital treatment of subordinated debt during the five (5) years immediately preceding the Maturity Date of the Subordinated Notes, Company will immediately notify the Trustee and the Holders, and thereafter Company shall request, subject to the terms hereof, that the Trustee and the Holders execute and deliver all agreements as adjusted reasonably necessary in order to restructure the applicable portions of the obligations evidenced by the Annual Redemption Percentage ReductionSubordinated Notes to qualify as Tier 2 Capital; provided, if applicable) multiplied by however, that the unpaid Principal Amount foregoing shall not limit the Company’s right to redeem the Subordinated Notes pursuant to the terms of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% Subordinated Notes and the Annual Redemption Percentage Reduction shall be 0%Indenture, including upon the occurrence of a Tier 2 Capital Event. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) If less than the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the then outstanding principal amount of this Subordinated Note is redeemed, (i) a new note shall be issued representing the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior unredeemed portion without charge to the proposed Redemption DateHolder thereof and (ii) such redemption shall be effected on a pro rata basis as to the Holder, and if the Subordinated Notes are represented by Global Subordinated Notes held by DTC and such redemption is processed through DTC, such redemption will be made on a “Pro Rata Pass-Through Distribution of Principal” basis in accordance with the procedures of DTC. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basisredemption as provided in the preceding sentence is not permitted under applicable law or applicable requirements of DTC, the amount of the interest of each direct participant in the Trust Subordinated Notes to be redeemedredeemed will be selected by lot or such method as the Trustee will deem fair and appropriate.

Redemption. If (a) Except as provided in this Article III, the Company shall have no redemption right is set forth on obligation to redeem, purchase or repay the face hereofNotes pursuant to any mandatory redemption, this Note may not be redeemed prior to sinking fund or analogous provisions or at the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case option of a Note that is not a Discount NoteHolder thereof. (b) The Notes are subject to redemption at any time or from time to time, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, at the Company’s option. If the Ten Year Notes are redeemed before December 15, 2021 or the Thirty Year Notes are redeemed before September 15, 2041, such Notes, as applicable, prior to the Stated Maturity Date, in increments of $1,000 shall be redeemed at the applicable a Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage greater of (as adjusted by the Annual Redemption Percentage Reduction, if applicablei) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and of the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement Notes to be redeemed by Principal Life by on the Redemption Date, and (Bii) the outstanding sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed on that Redemption Date (not including any portion of any payments of interest accrued to the Redemption Date) discounted to the Redemption Date on a semiannual basis at the Treasury Rate, as determined by the Reference Treasury Dealer, plus 25 basis points for the Ten Year Notes and 30 basis points for the Thirty Year Notes, plus, in each case, accrued and unpaid interest on the Notes to the Redemption Date. If the Ten Year Notes are redeemed by the Company on or after December 15, 2021, such Ten Year Notes will be redeemed by the Company at a Redemption Price equal to 100% of the principal amount of the Funding Agreement. Notice must Ten Year Notes that are to be given not more than sixty (60) nor less than thirty (30) calendar days prior so redeemed, plus accrued and unpaid interest on the Ten Year Notes to the proposed Redemption Date. In If the event of redemption of this Note in part onlyThirty Year Notes are redeemed by the Company on or after September 15, 2041, such Thirty Year Notes will be redeemed by the Company at a new Note for the unredeemed portion hereof shall be issued in the name Redemption Price equal to 100% of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the principal amount of the interest of each direct participant in the Trust Thirty Year Notes that are to be so redeemed, plus accrued and unpaid interest on the Thirty Year Notes to the Redemption Date. The Company may provide in such notice that payment of such Redemption Price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another Person. Any such notice may, at the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.

Redemption. If no redemption right is set forth (a) The Company may, at its option, on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the any Interest Payment Date on or after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (eachSeptember 1, a “Redemption Date”)2025, in which case redeem this Note must be redeemed on such Redemption Date Subordinated Note, in whole or in part, as applicablewithout premium or penalty, prior to the Stated Maturity Date, but in increments all cases in a principal amount with integral multiples of $1,000 1,000. In addition, the Company may redeem all, but not a portion of, the Subordinated Notes, at any time upon the occurrence of a Tier 2 Capital Event, Tax Event or an Investment Company Event. Any redemption with respect to this Subordinated Note will be subject to any required regulatory approvals. This Subordinated Note is not subject to redemption at the applicable option of the Holder. The Redemption Price (as defined below)with respect to any redemption permitted under the Indenture will be equal to 100% of the principal amount of this Subordinated Note, together with or portion thereof, to be redeemed, plus accrued but unpaid interestinterest and Additional Interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal If all or any portion of the Subordinated Notes ceases to be Tier 2 Capital, other than due to the Initial Redemption Percentage limitation imposed on the capital treatment of subordinated debt during the five (5) years immediately preceding the Maturity Date of the Subordinated Notes, Company will immediately notify the Trustee, the Holders, and thereafter Company shall request, subject to the terms hereof, that the Trustee and the Holders execute and deliver all agreements as adjusted reasonably necessary in order to restructure the applicable portions of the obligations evidenced by the Annual Redemption Percentage Reduction, if applicableSubordinated Notes to qualify as Tier 2 Capital. (b) multiplied by If less than the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the then outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Subordinated Note is redeemed, (i) a new note shall be issued representing the Indenture Trustee will select by lot or, in its discretion, unredeemed portion without charge to the Holders thereof and (ii) such redemption shall be effected on a pro rata basisbasis as to the Holders, unless otherwise required by law or applicable Depositary requirements. For purposes of clarity, upon a partial redemption, a like percentage of the principal amount of the interest of each direct participant in the Trust to every Subordinated Note held by every Holder shall be redeemed. (c) If notice of redemption has been duly given and notwithstanding that any Subordinated Notes so called for redemption have not been surrendered for cancellation, on and after the Redemption Date interest shall cease to accrue on all Subordinated Notes so called for redemption, all Subordinated Notes so called for redemption shall no longer be deemed outstanding and all rights with respect to such Subordinated Notes shall forthwith on such Redemption Date cease and terminate (unless the Company shall default in the payment of the redemption price), except only the right of the Holders thereof to receive the amount payable on such redemption, without interest.

Redemption. If no redemption right is set forth on the face hereof(a) [Reserved] (b) [Reserved] (c) The Issuer, this Note at its option, may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (eachoutstanding Class A Notes, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity on each Payment Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount aggregate price equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement Class A Notes so redeemed, plus accrued interest thereon to the respective dates of redemption and any unpaid Noteholders' Interest Basis Carryover relating to the Class A Notes so redeemed. Notice of any redemption pursuant to this Section 9.01(c) shall be redeemed furnished by Principal Life the Issuer to the Indenture Trustee not less than 30 nor more than 60 days prior to the Redemption Date whereupon all of the amounts set forth above in this Section 9.01(c) shall be payable on such Redemption Date. To the extent that redemption pursuant to this Section 9.01(c) is a partial redemption, amounts paid by the Issuer to the Class A Noteholders to redeem the Outstanding Notes shall be paid pro rata within such Class. (Bd) The Issuer, at its option but only after the Class A Notes have been paid in full whether by redemption or otherwise, may elect to redeem the outstanding Class B Notes, in whole or in part, on each Payment Date, at an aggregate price equal to the outstanding principal amount of the Funding AgreementClass B Notes so redeemed, plus accrued interest thereon to the date of redemption and any unpaid Noteholders' Interest Basis Carryover relating to the Class B Notes so redeemed. Notice must of any redemption pursuant to this Section 9.01(d) shall be given furnished by the Issuer to the Indenture Trustee not less than 30 nor more than sixty (60) nor less than thirty (30) calendar 60 days prior to the proposed Redemption Date whereupon all of the amounts set forth above in this Section 9.01(d) shall be payable on such Redemption Date. In To the event of extent that redemption of pursuant to this Note in part onlySection 9.01(d) is a partial redemption, a new Note for amounts paid by the unredeemed portion hereof Issuer to the Class B Noteholders to redeem the Outstanding Notes shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a paid pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedwithin such Class.

Redemption. If no redemption right is set forth on The Borrower will have the face hereofoption at any time up to the 179th day after the Closing Date, of prepaying the outstanding Principal amount of this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption DateOptional Redemption”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior by paying to the Stated Maturity Date, Holder a sum of money in increments cash equal to one hundred and eighteen percent (118%) of $1,000 at the applicable Redemption Price (as defined below)Principal amount to be redeemed, together with accrued but unpaid interest, if anyinterest thereon and any and all other sums due, accrued thereon toor payable to the Holder arising under this Note through the Redemption Payment Date as defined below (the “Redemption Amount”). Bxxxxxxx’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), but excludingwhich date shall be a date certain not sooner than five (5) business days after the date of the Notice of Redemption (the “Redemption Period”). At all times up to the Redemption Payment Date, the applicable Holder may convert any portion of this Note. On the Redemption Payment Date. “, the Redemption Price” Amount, less any portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall mean an amount equal be paid in good funds to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption DateHolder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of redemption Redemption will be null and void, (ii) Borrower will have no right to deliver another Notice of this Note in part onlyRedemption, a new Note for the unredeemed portion hereof shall and (iii) Borrower’s failure may be issued in the name of the deemed by Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemeda non-curable Event of Default.

Redemption. If no redemption right is set forth The Company may, at its option, redeem the Notes, in whole or in part, on any Interest Payment Date on or after March 30, 2022. The Company may also, at its option, redeem the face hereof, this Note may not be redeemed prior to Notes before the Stated Maturity Date, except as set forth in whole, but not in part, at any time, upon the Indenture or in Section 10 hereof. In the case occurrence of a Note that is not Tier 2 Capital Event, a Discount Note, if Tax Event or a 1940 Act Event. Any such redemption will be at a redemption right is set forth on price equal to 100% of the face principal amount of this Notethe Notes to be redeemed, plus accrued and unpaid interest (the “Redemption Price”) to but excluding, the Trust shall elect to redeem this Note on date of redemption (the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, No redemption of the Notes by the Company prior to the Stated Maturity Date, in increments Date will be made without the prior approval of $1,000 the Federal Reserve if such prior approval is or will be required at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable scheduled Redemption Date. “Redemption Price” shall mean an amount equal The provisions of Article XI of the Base Indenture and Section 3.02(f) of the First Supplemental Indenture will apply to the Initial Redemption Percentage (as adjusted redemption of any Notes by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereofCompany. If less than all the then outstanding principal amount of this Note is redeemed, (i) a new note will be issued representing the Indenture Trustee unredeemed portion without charge to the Holder thereof and (ii) such redemption will select by lot or, in its discretion, be effected on a pro rata basisbasis as to the Holders of the Notes subject to adjustments in the discretion of Company to ensure the unredeemed portion of this Note remains in an authorized denomination hereunder. For purposes of clarity, upon a partial redemption, a like percentage of the principal amount of every Note held by every Holder will be redeemed; provided however that the interest of each direct participant in Company may round the Trust portion to be redeemedredeemed of this Note up or down so that the unredeemed amount remains an authorized denomination hereunder with written notice provided to the Trustee, without any impact on the pro rata amount to be redeemed from other holders of Notes. The Notes are not subject to redemption or prepayment at the option of the Holders.

Redemption. If no redemption right is set forth on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. (1) Redemption at Maturity.] [In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be Notes other than Instalment Notes insert: Unless previously redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (eachor purchased and cancelled, a “Redemption Date”), in which case this Note must the Notes shall be redeemed at their Final Redemption Amount on [in the case of a specified Maturity Date insert such Maturity Date] [in the case of a Redemption Month insert: the Interest Payment Date falling in [insert Redemption Month]] (the "Maturity Date"). The Final Redemption Amount in respect of each Note shall be [if the Notes are redeemed at their principal amount insert: its principal amount] [otherwise insert Final Redemption Amount per Designated Denomination/index and/or formula by reference to which the Final Redemption Amount is to be calculated]].] [In the case of Instalment Notes insert: Unless previously redeemed in whole or in partpart or purchased and cancelled, as applicable, prior to the Stated Maturity Date, in increments of $1,000 Notes shall be redeemed at the applicable Instalment Date(s) and in the Instalment Amount(s) set forth below: Instalment Date(s) Instalment Amount(s) [insert Instalment Date(s)] [insert Instalment Amount(s)] [ ] [ ] [ ] [ ] [If the Notes are subject to Early Redemption Price at the Option of the Issuer insert: [(as defined below2)] Early Redemption at the Option of the Issuer. (a) The Issuer may, upon notice given in accordance with clause (b), redeem all or some only of the Notes on the Call Redemption Date(s) at the Call Redemption Amount(s) set forth below together with unpaid accrued interest, if any, accrued thereon to, to (but excluding, ) the applicable Call Redemption Date. “[if Minimum Redemption Price” shall mean an Amount or Higher Redemption Amount applies insert: Any such redemption must be of a principal amount equal to [at least [insert Minimum Redemption Amount]] [Higher Redemption Amount]. Call Redemption Date(s) Call Redemption Amount(s) [insert Call Redemption Date(s)] [insert Call Redemption Amount(s)] [ ] [ ] [ ] [ ] [If Notes are subject to Early Redemption at the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name Option of the Holder hereof upon insert: The Issuer may not exercise such option in respect of any Note which is the surrender hereof. If less than all subject of the prior exercise by the Holder thereof of its option to require the redemption of such Note under subparagraph (3) of this Note is redeemed, ss. 5.] (b) Notice of redemption shall be given by the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, Issuer to the amount Holders of the interest of each direct participant Notes in the Trust to be redeemedaccordance with ss.

Redemption. If no redemption right is set forth The Company may, on the face hereofNovember 15, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture 2025 or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the any Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (eachoccurring thereafter, a “Redemption Date”)redeem this Subordinated Note, in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicablewithout premium or penalty, prior to the Stated Maturity Date, but in increments all cases in a principal amount with integral multiples of $1,000 1,000. In addition, the Company may redeem all, but not a portion, of the Subordinated Notes, at any time upon the occurrence of a Tier 2 Capital Event, Tax Event or an Investment Company Event. Any redemption with respect to this Subordinated Note will be subject to any required regulatory approvals. This Subordinated Note is not subject to redemption at the applicable option of the Holder. The Redemption Price (as defined below)with respect to any redemption permitted under this Indenture will be equal to 100% of the principal amount of this Subordinated Note, together with or portion thereof, to be redeemed, plus accrued but unpaid interestinterest and Additional Interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal If all or any portion of the Subordinated Notes ceases to be deemed to be Tier 2 Capital, other than due to the Initial Redemption Percentage limitation imposed on the capital treatment of subordinated debt during the five (5) years immediately preceding the Maturity Date of the Subordinated Notes, Company will immediately notify the Trustee and the Holders, and thereafter Company shall request, subject to the terms hereof, that the Trustee and the Holders execute and deliver all agreements as adjusted reasonably necessary in order to restructure the applicable portions of the obligations evidenced by the Annual Redemption Percentage ReductionSubordinated Notes to qualify as Tier 2 Capital; provided, if applicable) multiplied by however, that the unpaid Principal Amount foregoing shall not limit the Company’s right to redeem the Subordinated Notes upon the occurrence of this Note to be redeemeda Tier 2 Capital Event. Unless otherwise specified on If less than the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the then outstanding principal amount of this Subordinated Note is redeemed, (i) a new note shall be issued representing the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior unredeemed portion without charge to the proposed Redemption DateHolder thereof and (ii) such redemption shall be effected on a pro rata basis as to the Holder, and if the Subordinated Notes are represented by Global Subordinated Notes held by DTC and such redemption is processed through DTC, such redemption will be made on a “Pro Rata Pass-Through Distribution of Principal” basis in accordance with the procedures of DTC. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basisredemption as provided in the preceding sentence is not permitted under applicable law or applicable requirements of DTC, the amount of the interest of each direct participant in the Trust Subordinated Notes to be redeemedredeemed will be selected by lot or such method as the Trustee will deem fair and appropriate.

Redemption. If no redemption right is set forth on the face hereofAt any time prior to May 15, this Note may not be redeemed 2049 (six months prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this NoteMaturity), the Trust shall elect to Company may redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date Notes in whole or in part, at its option, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as applicablea percentage of the principal amount of the Notes to be redeemed) equal to the greater of (i) 100.000% of the principal amount of Notes then outstanding to be so redeemed, or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such Notes matured on May 15, 2049 but for the redemption (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 25 basis points, plus, in either of the above cases, accrued and unpaid interest thereon to the Redemption Date. In addition, the Notes are redeemable, in whole or in part at any time and from time to time on or after May 15, 2049 (six months prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined belowMaturity), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount at our option at a redemption price equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and of the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement Notes then outstanding to be redeemed by Principal Life by (B) redeemed, plus accrued and unpaid interest thereon to the outstanding principal amount Redemption Date. The Adjusted Treasury Rate shall be calculated no later than the third Business Day preceding the Redemption Date. Unless the Company defaults in the payment of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to Redemption Price, on and after the proposed Redemption Date, interest will cease to accrue on the Notes or portions thereof called for redemption. In the event of the redemption of this Note the Notes in part only, a new Note or Notes for the unredeemed portion hereof shall will be issued in the name or names of the Holder hereof Holders thereof upon surrender thereof. The Company shall notify the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest Redemption Price in writing promptly after the calculation thereof and the Trustee shall have no responsibility for such calculation. The notice of each direct participant redemption shall be sent in accordance with the Trust to be redeemedterms of the Base Indenture.

Redemption. If no redemption right is set forth on (a) The Authority shall have the face hereofright, this Note may not be redeemed prior at its option, to redeem, according to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Noteprocedure hereinafter provided, the Trust shall elect to redeem this Note 20 Bonds maturing on the Interest Payment Date or after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each15, a “Redemption Date”)20 , in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicablein any order of maturity or maturities selected by the Authority and by lot within any maturity, on any date not earlier than 15, 20 , at face value, plus interest accrued to the date fixed for redemption and without premium. (b) The 20 Bonds are subject to extraordinary redemption prior to maturity, without premium, from proceeds of condemnation in certain circumstances as described in Section 6.07 hereof. (c) From moneys held in the Stated Sinking Fund, the 20 Bonds maturing on 15, 20 are subject to mandatory sinking fund redemption prior to maturity on the dates shown below, plus accrued interest and without premium: * Final Maturity DateFrom moneys held in the Sinking Fund, the 20 Bonds maturing on 15, 20 are subject to mandatory sinking fund redemption prior to maturity on the dates shown below, plus accrued interest and without premium: * Final Maturity The Trustee shall credit against the mandatory sinking fund requirement for any Term Bonds, and corresponding mandatory sinking fund redemption obligation, in increments the order determined by the Authority, any such Term Bonds which have previously been redeemed (otherwise than as a result of $1,000 at a previous mandatory sinking fund redemption requirement) or delivered to the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excludingTrustee, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to Registrar or the Initial Redemption Percentage (as adjusted Paying Agent for cancellation or purchased for cancellation by the Annual Redemption Percentage Reduction, if applicable) multiplied Trustee and not theretofore applied as a credit against any redemption obligation. Each Term Bond so delivered or canceled shall be credited by the unpaid Principal Amount Trustee at 100% of this Note to be redeemed. Unless otherwise specified the principal amount thereof against the mandatory sinking fund obligation on the face hereofsuch mandatory sinking fund redemption date, the Initial Redemption Percentage and any excess of such amount shall be 100% credited on future redemption obligations, and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement Term Bonds to be redeemed by Principal Life by (B) the outstanding principal amount operation of the Funding Agreement. Notice must mandatory sinking fund requirement shall be given not more than sixty (60) nor less than thirty (30) calendar days prior accordingly reduced; provided, however, the Trustee, the Registrar or the Paying Agent shall only credit such Term Bonds to the proposed Redemption Date. In extent received on or before forty-five (45) days preceding the event of applicable mandatory sinking fund redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemeddate stated above.

Redemption. If no redemption right is set forth (a) The Company may, at its option, on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the any Interest Payment Date on or after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (eachDecember 1, a “Redemption Date”)2026, in which case redeem this Note must be redeemed on such Redemption Date Subordinated Note, in whole or in part, as applicablewithout premium or penalty, prior to but in all cases in a principal amount with integral multiples of $1,000. In addition, the Stated Maturity DateCompany may redeem, in increments whole but not in part, the Subordinated Notes at any time upon the occurrence of $1,000 at the applicable Redemption Price a Tier 2 Capital Event, Tax Event or an Investment Company Event (as defined belowin the Indenture). Any redemption of this Subordinated Note shall be subject to the prior approval of the Federal Reserve Board (or its designee) or any successor agency, together or any bank regulatory agency, to the extent such approval shall then be required by law, regulation or policy. This Subordinated Note is not subject to redemption at the option of the Holder. The Redemption Price with respect to any redemption permitted under this Indenture will be equal to 100% of the principal amount of this Subordinated Note, or portion thereof, to be redeemed, plus accrued but unpaid interestinterest and Additional Interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal If all or any portion of the Subordinated Notes ceases to be deemed to be Tier 2 Capital, other than due to the Initial Redemption Percentage limitation imposed on the capital treatment of subordinated debt during the five (5) years immediately preceding the Stated Maturity of the Subordinated Notes, the Company will immediately notify the Trustee and the Holders, and thereafter the Company shall request, subject to the terms hereof, that the Trustee and the Holders execute and deliver all agreements as adjusted reasonably necessary in order to restructure the applicable portions of the obligations evidenced by the Annual Redemption Percentage ReductionSubordinated Notes to qualify as Tier 2 Capital; provided, if applicable) multiplied by however, that the unpaid Principal Amount foregoing shall not limit the Company’s right to redeem the Subordinated Notes pursuant to the terms of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% Subordinated Notes and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount Indenture, including upon the occurrence of this Note to be redeemed shall be determined by multiplying a Tier 2 Capital Event. (1b) If less than the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the then outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Subordinated Note is redeemed, (i) a new note shall be issued representing the Indenture Trustee will select by lot or, in its discretion, unredeemed portion without charge to the Holders thereof and (ii) such redemption shall be effected on a pro rata basisbasis as to the Holders. For purposes of clarity, upon a partial redemption, a like percentage of the principal amount of the interest of each direct participant in the Trust to every Subordinated Note held by every Holder shall be redeemed.

Redemption. If no redemption right is set forth on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date redemption dates set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemed.

Redemption. If no redemption right is set forth on Provided an Event of Default or an event which with the face hereofpassage of time or the giving of notice could become an Event of Default has not occurred, this Note may whether or not be redeemed such Event of Default has been cured, then upon ten (10) days prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case notice (“Notice of a Note that is not a Discount Note, if a redemption right is set forth on the face of this NoteRedemption”), the Trust shall elect Borrower will have the option to redeem this Note by payment of the Redemption Amount (“Redemption”). Until the one year anniversary of the Issue date the Redemption Amount shall equal 120% of the outstanding Principal Amount and after the one year anniversary of the Issue date the Redemption Amount shall equal 105% of the outstanding Principal Amount (the “Redemption Amount”). The Notice of Redemption shall provide a date, which date shall be a date certain not sooner than ten (10) business days after the date of the Notice of Redemption when the Redemption Amount will be paid (such date the “Redemption Payment Date” and the time between the delivery of the Notice of Redemption and the Redemption Payment Date is the “Redemption Period”). A Notice of Redemption, if given, must be given on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company first business day following ten (10) consecutive trading days (“Principal LifeLookback Period”) (each, during which all of the Equity Conditions have been in effect. During the Redemption Period the Holder may convert all or a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount portion of this Note to be redeemedas set forth herein. Unless otherwise specified on On the face hereofRedemption Payment Date, the Initial Redemption Percentage Amount, less any portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior paid in good funds to the proposed Redemption DateHolder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of redemption Redemption will be null and void, and (ii) Borrower’s failure may be deemed by Holder to be a non-curable Event of this Note Default. In the event the Equity Conditions cease to be in part only, a new Note for effect prior to the unredeemed portion hereof shall be issued in the name payment of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemedRedemption Amount, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, Holder may cancel the amount Notice of the interest of each direct participant in the Trust to be redeemedRedemption.

Redemption. If no redemption right is set forth on The Bonds shall be redeemable at the face hereof, this Note may not be redeemed prior to option of the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed Company in whole or in part at any time and from time to time, prior to maturity, upon notice to the Holders of such Bonds at his, her or its address last appearing in the Bond Register by Principal Life Insurance Company first class mail, mailed not less than 30 days but not more than 60 days prior to the date on which such Bonds are fixed to be redeemed (“Principal Life”) (eachsuch date fixed for redemption, a the “Redemption Date”), in cash at a redemption price (the “Redemption Price”) equal to (i) the sum of: (A) one hundred per centum (100%) of the principal amount of Bonds to be redeemed then Outstanding, and (B) if the Redemption Date is earlier than June 19, 2043, the Make-Whole Amount, if any; plus (ii) accrued and unpaid interest to the Redemption Date. Any notice of intention to redeem need not specify the Redemption Price but shall be sufficient if it sets forth in brief terms the manner in which case this Note must the Redemption Price is to be calculated. Each such notice shall specify the Redemption Date (which shall be a Business Day), the aggregate principal amount of the Bonds to be redeemed on such date, the principal amount of each Bond held by such Holder to be redeemed, and the interest to be paid on the Redemption Date in whole or in partwith respect to such principal amount being redeemed, and shall be accompanied by a certificate of an officer of the Company as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interestestimated Make-Whole Amount, if any, accrued thereon to, but excluding, due in connection with such redemption (calculated as if the applicable date of such notice were the Redemption Date), setting forth the details of such computation. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days Two Business Days prior to the proposed Redemption Date. In , the event Company shall deliver to each Holder of redemption such Bonds a certificate of this Note in part onlyan officer specifying the calculation of such Make-Whole Amount, a new Note for the unredeemed portion hereof shall be issued in the name if any, as of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedspecified Redemption Date.

Redemption. If a) So long as no Event of Default (as defined in Section 8(a)) shall have occurred and be continuing (whether such Event of Default has been declared by the Holder) (unless the Holder consents to such redemption right notwithstanding such Event of Default, as described in clause (v), below), the Company may at its option call for redemption (the “Redemption”) all or part of the Note, with the exception of any portion thereof which is set forth on the face hereofsubject of a previously-delivered Notice of Conversion, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth follows: i. The Note called for redemption shall be redeemable by the Company, upon not less than ten (10) calendar days written notice, for an amount (the “Redemption Price”) equal to: (x) if the Redemption Date (as defined below) is ninety (90) calendar days or less from the date of issuance of this Note, One Hundred Five Percent (105%) of the sum of the principal amount of this Note then being redeemed plus accrued but unpaid interest on such principal amount; (y) if the Redemption Date is greater than or equal to ninety-one (91) calendar days from the date of issuance of this Note and less than or equal to one hundred fifty (180) calendar days from the date of issuance of this Note, One Hundred Ten Percent (110%) of the sum of the principal amount of this Note then being redeemed plus accrued but unpaid interest on such principal amount; (z) if the Redemption Date is greater than or equal to one hundred eighty one (181) calendar days from the date of issuance of this Note, One Hundred Fifteen Percent (115%) of the sum of the principal amount of this Note then being redeemed plus accrued but unpaid interest on such principal amount. The date upon which the Note is redeemed and paid shall be referred to as the “Redemption Date” (and, in the Indenture or in Section 10 hereofcase of multiple redemptions of less than the entire outstanding principal amount of this Note, each such date shall be a Redemption Date with respect to the corresponding redemption). ii. On the Redemption Date, the Company shall cause the Holder whose Notes have been presented for redemption to be issued payment of the Redemption Price. In the case of a partial redemption, the Company shall also issue a new Note that is not to the Holder for the outstanding principal amount of this Note and accrued but unpaid interest remaining outstanding after the Redemption Date promptly after the Holder’s presentation of the Note called for redemption. iii. The payment of cash on a Discount Note, if a redemption right is set forth Redemption shall be payable on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “If any portion of the payment pursuant to a Redemption Price” shall mean not be paid by the Company by the applicable due date, interest shall accrue thereon at an amount interest rate equal to the Initial Redemption Percentage (as adjusted lesser of 10% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the Annual Redemption Percentage Reductioncontrary, if applicable) multiplied by any portion of the Redemption Price remains unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereofafter such date, the Initial Redemption Percentage Holder may elect, by written notice to the Company given at any time thereafter, to invalidate such Redemption, ab initio, and, with respect to the Company’s failure to honor the Redemption, the Company shall have no further right to exercise such Redemption. Notwithstanding anything to the contrary in this Section 6, the Company’s determination to redeem in cash or its elections under Section 6 shall be 100% and applied ratably among the Annual Redemption Percentage Reduction shall be 0%Holders of Notes. The unpaid Principal Amount of this Note Holder may elect to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) convert the outstanding principal amount of the Funding Agreement Note pursuant to be Section 4 prior to actual payment in cash for any redemption under this Section 6 by the delivery of a Notice of Conversion to the Company. b) In addition, to the redemption provisions set forth above, one (1) day after the Company’s receipt of proceeds from a Subsequent Financing (“Mandatory Redemption Date”), the Company shall pay to the Holder of this Note for redemption of a portion of the amounts then outstanding under this Note and not converted, its Pro Rata Portion of twenty five percent (25%) of the gross proceeds received by the Company from such Subsequent Financing (which does not include any Exempt Issuance) (the “Subsequent Financing Proceeds”). The portion of the Note redeemed by Principal Life payment of the Subsequent Financing Proceeds (the “Subsequent Financing Redemption Price”) shall be equal to the Subsequent Financing Proceeds received by the Holder divided by (Bi) 1.05 if the Redemption Date is ninety (90) calendar days or less from the date of issuance of this Note; (ii) 1.10 if the Redemption Date is greater than or equal to ninety-one (91) calendar days from the date of issuance of this Note and less than or equal to one hundred fifty (180) calendar days from the date of issuance of this Note, (iii)1.15 if the Redemption Date is greater than or equal to one hundred eighty one (181) calendar days from the date of issuance of this Note. The Company shall also issue a new Note to the Holder for the outstanding principal amount of this Note and accrued but unpaid interest remaining outstanding after the redemption set forth in this paragraph (b) promptly after the Holder’s presentation of the Note called for redemption. If any portion of the payment pursuant to a Subsequent Financing Redemption Price shall not be paid by the Company by the applicable due date, interest shall accrue thereon at an interest rate equal to the lesser of 10% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of the Subsequent Financing Redemption Price remains unpaid after such date, the Holder may elect, by written notice to the Company given at any time thereafter, to invalidate such redemption, ab initio, Any redemption under this paragraph (b) shall be applied ratably among the Holders of Notes. The Holder may elect to convert the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days Note pursuant to Section 4 prior to actual payment in cash for any redemption under this paragraph (b) by the proposed Redemption Date. In delivery of a Notice of Conversion to the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemed.Company

Redemption. If no redemption right is set forth The Company may, at any time or from time to time on the face hereofor after December 30, 2025, redeem this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Subordinated Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicablewithout premium or penalty, prior to the Stated Maturity Date, but in increments all cases in a principal amount with integral multiples of $1,000 1,000. In addition, the Company may redeem all, but not a portion of the Subordinated Notes, at any time upon the occurrence of a Tier 2 Capital Event, Tax Event or an Investment Company Event. Any redemption with respect to this Subordinated Note will be subject to any required regulatory approvals. This Subordinated Note is not subject to redemption at the applicable option of the Holder. The Redemption Price (as defined below)with respect to any redemption permitted under this Indenture will be equal to 100% of the principal amount of this Subordinated Note, together with or portion thereof, to be redeemed, plus accrued but unpaid interestinterest and Additional Interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal If all or any portion of the Subordinated Notes ceases to be deemed to be Tier 2 Capital, other than due to the Initial Redemption Percentage limitation imposed on the capital treatment of subordinated debt during the five (5) years immediately preceding the Maturity Date of the Subordinated Notes, Company will immediately notify the Trustee and the Holders, and thereafter Company shall request, subject to the terms hereof, that the Trustee and the Holders execute and deliver all agreements as adjusted reasonably necessary in order to restructure the applicable portions of the obligations evidenced by the Annual Redemption Percentage ReductionSubordinated Notes to qualify as Tier 2 Capital; provided, if applicable) multiplied by however, that the unpaid Principal Amount foregoing shall not limit the Company’s right to redeem the Subordinated Notes upon the occurrence of this Note to be redeemeda Tier 2 Capital Event. Unless otherwise specified on If less than the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the then outstanding principal amount of this Subordinated Note is redeemed, (i) a new note shall be issued representing the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior unredeemed portion without charge to the proposed Redemption DateHolder thereof and (ii) such redemption shall be effected on a pro rata basis as to the Holder, and if the Subordinated Notes are represented by Global Subordinated Notes held by DTC and such redemption is processed through DTC, such redemption will be made on a “Pro Rata Pass-Through Distribution of Principal” basis in accordance with the procedures of DTC. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basisredemption as provided in the preceding sentence is not permitted under applicable law or applicable requirements of DTC, the amount of the interest of each direct participant in the Trust Subordinated Notes to be redeemedredeemed will be selected by lot or such method as the Trustee will deem fair and appropriate.

Redemption. If no (1) The Issuer shall send notice of any redemption right is set forth on the face hereof, this Note may pursuant to Section 1.01(9) not be redeemed less than 30 nor more than 60 days prior to the Stated Maturity Redemption Date, except as set forth in to each Holder of the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note Notes to be redeemed. Unless otherwise specified The Issuer shall deliver to the Trustee an Officers’ Certificate setting forth the Redemption Price with respect to the foregoing redemption no later than two (2) Business Days prior to the Redemption Date. The Trustee shall have no responsibility for determining said Redemption Price on the face hereofRedemption Date, and from and after such date (unless the Issuer shall default in the payment of the Redemption Price and accrued interest) such Notes shall cease to bear interest. (2) Section 11.03 (Selection by Trustee of Securities to Be Redeemed) of the Original Indenture is hereby amended and restated in its entirety as follows: If less than all the 3.600% Senior Notes due 2024 are to be redeemed, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note particular Notes to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given selected not more than sixty (60) nor less than thirty (30) calendar 60 days prior to the proposed Redemption Date. In Date by the event Trustee, from the Outstanding Notes not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and in accordance with the applicable procedures of the Depositary, and which may provide for the selection for redemption of this Note in part onlyportions (equal to $1,000 or any integral multiple thereof) of the principal amount of Notes of a denomination larger than $2,000; provided, a new Note for the unredeemed portion hereof shall be issued however, that Notes registered in the name of the Holder hereof upon Issuer shall be excluded from any such selection for redemption until all Notes being redeemed and that are not so registered shall have been previously selected for redemption. The Trustee shall promptly notify the surrender hereofIssuer in writing of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed. If less than For all purposes of this Note is redeemedIndenture, unless the Indenture Trustee will select by lot orcontext otherwise requires, all provisions relating to the redemption of Notes shall relate, in its discretionthe case of any Notes redeemed or to be redeemed only in part, on a pro rata basis, to the portion of the principal amount of the interest of each direct participant in the Trust such Notes which has been or is to be redeemed.

Redemption. If no redemption right is set forth on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date occurring on or after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. The Initial Redemption Percentage, if any, applicable to this Note shall decline at each anniversary of the Initial Redemption Date by an amount equal to the applicable Annual Redemption Percentage Reduction, if any, until the Redemption Price is equal to 100% of the unpaid amount thereof to be redeemed. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee (or the Registrar on behalf of the Indenture Trustee) will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemed.

Redemption. If no (i) In the event of a Change in Control Transaction, the Company shall redeem in cash all of the Notes for a redemption right is set forth on price equal to 125% of the face hereofamount of the outstanding Principal Amount, plus accrued and unpaid interest thereon to the applicable redemption date. The Company shall give the Holder written notice of such redemption under this Note may Section 1(e)(i) not be redeemed less than ten (10) days prior to the Stated Maturity Datedate fixed for such redemption, except as set forth in the Indenture or in Section 10 hereof. In the each case of a Note that is not a Discount Note, if a specifying such redemption right is set forth on the face of this Notedate, the Trust shall elect to redeem this Note on Principal Amount of the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is Notes (and accrued and unpaid interest thereon) to be redeemed and terms of such Change in whole or Control Transaction in part by Principal Life Insurance Company (“Principal Life”) (eachdetail. Upon receipt of such redemption notice, a “Redemption Date”)the Holder may convert at the ten applicable Conversion Price, in which case this Note must be redeemed on lieu of such Redemption Date in whole or in partredemption, as applicable, at any time prior to the Stated Maturity Datedate fixed for such redemption, all or any part of Principal Amount and accrued and unpaid interest designated by the Company for redemption. (ii) At any time after the date hereof, the Company may redeem in cash all of the Note for a redemption price equal to 125% of the amount of the outstanding Principal Amount, plus accrued and unpaid interest thereon to the applicable redemption date. The Company shall give the Holder written notice of such redemption under this Section 1(e)(ii) not less than ten (10) days prior to the date fixed for such redemption, in increments of $1,000 at each case specifying such redemption date and the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this the Note (and accrued and unpaid interest thereon) to be redeemed. Unless otherwise specified on the face hereofUpon receipt of such redemption notice, the Initial Redemption Percentage shall be 100% and Holder may convert at the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount then applicable Conversion Price, in lieu of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days such redemption, at any time prior to the proposed Redemption Date. In date fixed for such redemption, all or any part of Principal Amount and accrued and unpaid interest designated by the event of redemption of this Note in part only, a new Note Company for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedredemption.

Redemption. If no redemption (a) The Holder of the Class B Certificate shall have the right is set forth on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect direct Xxxxxx Mae to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed Class A Certificates, in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or but not in part, as applicable, prior to on any Distribution Date commencing with the Stated Maturity Date, related Distribution Date in increments of $1,000 at October 1997. (b) The price payable by Xxxxxx Xxx for the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” Class A Certificates upon redemption shall mean an amount be equal to the Initial Redemption Percentage Price. Xxxxxx Mae shall redeem the Class A Certificates only if (i) as adjusted by of the Annual Redemption Percentage Reduction, if applicable) multiplied by date Xxxxxx Xxx receives notice from the unpaid Principal Amount Holder of this Note the Call Class directing Xxxxxx Mae to be redeemed. Unless otherwise specified on the face hereofredeem, the Initial Xxxxxx Xxx Security has a market value (exclusive of accrued interest) in excess of its outstanding principal balance and (ii) Xxxxxx Mae shall have received from the Holder of the Class B Certificate the Redemption Percentage shall be 100% Amount and the Annual Redemption Percentage Reduction shall be 0%related Exchange Fee, as provided below . The unpaid Principal Amount For this purpose, the “market value” of this Note to be redeemed the Xxxxxx Xxx Security shall be determined by multiplying (1) the Outstanding Principal Amount of this Note reference to bid quotations obtained by (2) the quotient derived by dividing (A) the outstanding principal amount Xxxxxx Mae as of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount date Xxxxxx Xxx receives notice of the Funding Agreementintention to direct a redemption. Notice must The determination by Xxxxxx Mae of the market value as described above shall (in the absence of manifest error) be given not more final and binding. (c) The Holder of a Class B Certificate proposing to effect a redemption and exchange as of any applicable Distribution Date shall so notify Xxxxxx Xxx no sooner than sixty (60the first Business Day and no later than 11:00 a.m. on the fifth Business Day occurring in the month of such Distribution Date. Not later than the fifth Business Day in the month of redemption the Holder of the Class B Certificate shall deposit with Xxxxxx Mae the applicable Redemption Amount. Upon determination of a satisfactory market value and delivery of the Redemption Amount and Exchange Fee as specified in Section 8.01(b) nor less than thirty (30) calendar days prior hereof, the notice of redemption and exchange shall become irrevocable and redemption of the Class A Certificates will be made on the following Distribution Date. The Certificate Principal Factor for the month of redemption for the Class A Certificates and the Class B Certificate shall be zero. Xxxxxx Xxx shall distribute the Redemption Price to the proposed Redemption Date. In Holders of the event of redemption of this Note in part only, a new Note for Class A Certificates on the unredeemed portion hereof shall be issued Distribution Date in the name month of the Holder hereof upon the surrender hereofredemption. If less than all Such distribution will be in lieu of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, any distribution of principal and interest that would otherwise be made on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedthat Distribution Date.

Redemption. If no redemption right is set forth on the face hereof, this Note This Warrant may not be redeemed by the Company at any time after thirty (30) days from the date of its issuance and prior to the Stated Maturity DateExpiration Date upon twenty (20) days' written notice (such notice to be referred to hereinafter as the "Notice of Redemption") to the Holder of this Warrant for $.01 per Warrant Share if the closing high bid quotation of the company's common stock exceeds one hundred thirty percent (130%) of the Exercise Price for a period of twenty (20) consecutive trading days immediately preceding the mailing by the company of the Notice of Redemption. The Notice of Redemption shall be sent to the last known address of the Holder of this Warrant as maintained on the books and records of the Company. The redemption date shall be not earlier than twenty (20) days after the date of mailing of the Notice of Redemption. Upon receipt of a Notice of Redemption, except as set forth the Holder of this Warrant may exercise this Warrant to the extent of the number of Warrant Shares called for redemption until two (2) business days prior to the redemption date. A "business day" shall mean any day other than Saturday, Sunday or other day on which banks are required or authorized to be closed in the Indenture City of Denver or in Section 10 hereofthe State of Colorado. In the case of a Note that is not a Discount Note, if a redemption right is set forth If on the face redemption date the Company shall have paid the redemption price or shall have reserved and set apart an amount sufficient to pay the redemption price, then this Warrant shall expire to the extent of this Note, the Trust shall elect number of Warrant Shares called for redemption pursuant to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed Notice of Redemption. Warrants called for redemption in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must shall be redeemed on such Redemption Date in whole or in part, as applicable, prior tendered to the Stated Maturity Date, in increments of $1,000 at Company on or before the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Dateredemption date. “Redemption Price” The redemption price shall mean an amount equal be paid to the Initial Redemption Percentage Holder within three (as adjusted 3) business days after the expiration of the twenty (20) day notice period called for above, and shall be delivered via wire transfer according to directions given to the Company by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedHolder.

Redemption. If no redemption right is set forth on The Bonds shall be redeemable at the face hereof, this Note may not be redeemed prior to option of the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed Company in whole or in part at any time and from time to time, prior to maturity, upon notice to the Holders of such Bonds at his, her or its address last appearing in the Bond Register by Principal Life Insurance Company first class mail, mailed not less than 30 days but not more than 60 days prior to the date on which such Bonds are fixed to be redeemed (“Principal Life”) (eachsuch date fixed for redemption, a the “Redemption Date”), in cash at a redemption price (the “Redemption Price”) equal to (i) the greater of: (A) one hundred per centum (100%) of the principal amount of Bonds to be redeemed then Outstanding, and (B) the Make-Whole Amount, if any, plus (ii) accrued and unpaid interest to the Redemption Date. Any notice of intention to redeem need not specify the Redemption Price but shall be sufficient if it sets forth in brief terms the manner in which case this Note must the Redemption Price is to be calculated. Each such notice shall specify the Redemption Date (which shall be a Business Day), the aggregate principal amount of the Bonds to be redeemed on such date, the principal amount of each Bond held by such Holder to be redeemed, and the interest to be paid on the Redemption Date with respect to such principal amount being redeemed, and shall be accompanied by a certificate of an officer of the Company as to the estimated Make-Whole Amount due in whole or in partconnection with such redemption (calculated as if the date of such notice were the Redemption Date), as applicable, setting forth the details of such computation. Two Business Days prior to the Stated Maturity Redemption Date, in increments the Company shall deliver to each Holder of $1,000 at such Bonds a certificate of an officer specifying the applicable Redemption Price (calculation of such Make-Whole Amount as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, of the applicable specified Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemed.

Redemption. If no redemption right (a) Subject to the terms of this Section 10, if Parent engages in an offering of its equity securities, the primary purpose of which is set forth on to raise capital (an “Offering”), Holder may require Maker to redeem a portion of the face hereof, outstanding and unpaid principal of this Note may (the “Redemption Amount”) equal to: (i) up to $1,000,000 if the net cash proceeds of the Offering to Parent (after deduction of underwriting discounts, commissions and expenses of sale) are at least $12,000,000; (ii) up to $2,000,000 if the net cash proceeds of the Offering to Parent (after deduction of underwriting discounts, commissions and expenses of sale) are at least $15,000,000; and (iii) up to $2,500,000 if the net cash proceeds of the Offering to Parent after deduction of underwriting discounts, commissions and expenses of sale are at least $20,000,000. (b) Upon the consummation of an Offering, but not be redeemed prior to the Stated Maturity Datepublic announcement of such Offering, except as set forth the Company shall deliver written notice thereof to Holder (an “Offering Notice”). If Holder wishes to redeem the Redemption Amount pursuant to this Section 10, Holder shall deliver a written notice (the “Redemption Notice”) to Maker during the period beginning upon Holder’s receipt of the Offering Notice and ending 60 days after the consummation of the Offering described in the Indenture or in Section 10 hereofOffering Notice, which Redemption Notice shall indicate the Redemption Amount Holder is electing to redeem and shall be accompanied by this Note. In Notwithstanding the case of a Note that is not a Discount Noteforegoing, if a redemption right is set forth on Maker delivers an Offering Notice to Holder not less than 30 days before the face consummation of this Notethe Offering, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Maker may require in such Offering Notice that Holder deliver its Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, Notice prior to the Stated Maturity Date, consummation of the Offering in increments order to effect a redemption pursuant to this Section 10. (c) The portion of $1,000 this Note subject to redemption pursuant to this Section 10 shall be redeemed by the Company in cash at a price equal to the applicable sum of the Redemption Price (as defined below), together with Amount being redeemed plus accrued and unpaid interest, if any, accrued thereon toin respect of such Redemption Amount up to and including the date of redemption (such sum, but excludingthe “Redemption Price”). (d) If Holder has submitted a Redemption Notice in accordance with Section 10(b), Maker shall deliver the applicable Redemption Date. “Redemption Price” shall mean an amount equal Price to Holder (i) concurrently with the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount consummation of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. applicable Offering if such Redemption Notice must be given not more than sixty (60) nor less than thirty (30) calendar days is received at least five Business Days prior to the proposed consummation of such Offering or (ii) within five Business Days after Maker’s receipt of such Redemption DateNotice otherwise. In the event of a redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of the outstanding and unpaid principal of this Note, Maker shall promptly cause to be issued and delivered to Holder a new Note is representing the outstanding principal that has not been redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant . (e) Any payments made pursuant to this Section shall be made in the Trust to be redeemedmanner described in Section 2(e).

Redemption. If no (a) The Holder of the Class B1 Certificate and the Holder of the Class B2 Certificate shall have the right to direct Xxxxxx Xxx to redeem the Class A1 Certificates and the Class A2 Certificates, respectively, in whole but not in part, on any Distribution Date commencing with the Distribution Date in January 2000. The foregoing rights are exercisable by the respective Holders separately and independently of each other. (b) The price payable by Xxxxxx Mae for the related Class of Redeemable Certificates upon redemption right is set forth on the face hereof, this Note may not shall be redeemed prior equal to the Stated Maturity Dateapplicable Redemption Price. Xxxxxx Xxx shall redeem a Class of Redeemable Certificates only if (i) as of the date Xxxxxx Mae receives notice from the Holder of the related Redemption Class directing Xxxxxx Xxx to redeem, except as set forth the related Xxxxxx Mae Security has a market value (exclusive of accrued interest) in the Indenture or excess of (x) 102% of its outstanding principal balance, in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity DateDistribution Date in January 2002, and (y) 100% of its outstanding principal balance, in increments the case of $1,000 at a redemption on or after the applicable Distribution Date in January 2002, and (ii) Xxxxxx Xxx shall have received from the Holder of the related Redemption Price (Certificate the Redemption Amount and the related Exchange Fee, as defined provided below), together with unpaid interest, if any, accrued thereon to, but excluding. For this purpose, the applicable Redemption Date. “Redemption Pricemarket value” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed a Xxxxxx Mae Security shall be determined by multiplying (1) the Outstanding Principal Amount of this Note reference to bid quotations obtained by (2) the quotient derived by dividing (A) the outstanding principal amount Xxxxxx Xxx as of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount date Xxxxxx Mae receives notice of the Funding Agreementintention to direct a redemption. Notice must The determination by Xxxxxx Xxx of the market value as described above shall (in the absence of manifest error) be given not more final and binding. (c) The Holder of a Redemption Certificate proposing to effect a redemption and exchange as of any applicable Distribution Date shall so notify Xxxxxx Mae no sooner than sixty (60) nor less the first Business Day and no later than thirty (30) calendar days prior to 11:00 a.m. on the proposed Redemption fifth Business Day occurring in the month of such Distribution Date. In Not later than the event fifth Business Day in the month of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon of such Redemption Certificate shall deposit with Xxxxxx Xxx the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemed.applicable Redemption

Redemption. If no redemption The Issuer shall not have the right is set forth on the face hereof, this Note may not be redeemed to redeem any Notes prior to the Stated Maturity DateJanuary 20, 2013, except to preserve the Parent Guarantor’s status as set forth in the Indenture or in Section 10 hereofa real estate investment trust (“REIT”) for U.S. Federal income tax purposes. In the case of a Note that is not a Discount NoteIf, if a redemption right is set forth on the face of this Noteat any time, the Trust shall elect Issuer determines it is necessary to redeem this Note on the Interest Payment Date after Notes in order to preserve the Initial Redemption Date set forth on Parent Guarantor’s status as a REIT for U.S. Federal income tax purposes, the face hereof on which Issuer may, upon not less than 30 nor more than 60 days’ prior written notice by mail to the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (eachHolders of the Notes, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date redeem the Notes in whole or in part, for cash equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest (including Additional Interest, if any) to, but not including, the Redemption Date. In such case, the Issuer shall provide the Trustee with an Officers’ Certificate evidencing that the Board of Directors of the Parent Guarantor has, in good faith, made the determination that it is necessary to redeem the Notes in order to preserve the Parent Guarantor’s status as applicablea REIT for U.S. Federal income tax purposes. The Issuer shall have the right to redeem the Notes, in whole or in part at any time or from time to time, on or after January 20, 2013 upon not less than 30 nor more than 60 days’ prior written notice by mail to the Stated Maturity Holders of the Notes, at a redemption price (“Redemption Price”) for cash equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest (and Additional Interest, if any) to, but not including, the Redemption Date. If less than all the Notes are to be redeemed, the Trustee shall select the Notes to be redeemed (in increments principal amounts of $1,000 and integral multiples thereof) on a pro rata basis or by such other method the Trustee considers fair and appropriate. The Trustee shall make the selection at least 30 days but not more than 60 days before the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, Date from Outstanding Notes not previously called for redemption. Notes and portions of the applicable Redemption Dateprincipal amount thereof selected for redemption shall be in integral multiples of $1,000. “Redemption Price” The Trustee shall mean an notify the Issuer promptly of the Notes or portions of the principal amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note thereof to be redeemed. Unless otherwise specified on If the face hereofTrustee selects a portion of a Note for partial redemption and a Holder exchanges a portion of the same Note in accordance with the provisions of Section 2.11 hereof before termination of the exchange right with respect to the portion of the Note so selected, the Initial Redemption Percentage exchanged portion of such Note shall be 100% and deemed to be from the Annual Redemption Percentage Reduction shall be 0%portion selected for redemption. The unpaid Principal Amount Notes that have been exchanged pursuant to Section 2.11 hereof during a selection of this Note Notes to be redeemed shall be determined treated by multiplying (1) the Trustee as Outstanding Principal Amount for the purpose of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Datesuch selection. In the event of any redemption of this the Notes in part, the Issuer shall not be required to: (i) issue or register the transfer or exchange of any Note pursuant to Section 305 of the Original Indenture during a period beginning at the opening of business 15 days before any selection of Notes for redemption and ending at the close of business on the earliest date on which the relevant notice of redemption is deemed to have been given to all Holders of Notes to be so redeemed, or (ii) register the transfer or exchange pursuant to Section 305 of the Original Indenture of any Note so selected for redemption, in part onlywhole or in part, a new Note for except the unredeemed portion hereof of any Note being redeemed in part. In addition to those matters set forth in Section 1104 of the Original Indenture, a notice of redemption sent to the Holders of Notes to be redeemed in accordance with the provisions of the two preceding paragraphs shall be issued in state: (a) the name and address of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemedTrustee, the Indenture Trustee will select by lot or, in its discretion, Paying Agent and Exchange Agent; (b) the then current Exchange Rate; (c) that Notes called for redemption may be exchanged pursuant to Section 2.11 hereof at any time prior to the close of business on a pro rata basis, the amount second Business Day immediately preceding the Redemption Date; and (d) that Holders who wish to exchange Notes pursuant to Section 305 of the interest of each direct participant Original Indenture must comply with the procedures relating thereto specified in the Trust to be redeemedSection 2.13 hereof.