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 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 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 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 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 (i) On the face hereofFirst Call Date or any subsequent Reset Date the Corporation, this Note at its option, upon not fewer than 30 nor more than 60 days’ written notice, may not be redeemed prior to redeem the Stated Maturity DateSeries A Preferred Stock, 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, at any time or from time to time, for cash at a redemption price of $25,000 per share, plus all accrued and unpaid dividends (whether or not declared) thereon up to, but excluding the date fixed for redemption, without interest, to the extent the Corporation has funds legally available therefor (the “Call Date Redemption Right”) and (ii) at any time within 120 days after the conclusion of any review or appeal process instituted by the Corporation following the occurrence of a Series A Preferred Ratings Event, upon not fewer than 30 nor more than 60 days’ written notice, may redeem the Series A Preferred Stock, in whole but not in part, at any time or from time to time, for cash at a redemption price of $25,500 per share, plus all accrued and unpaid dividends (whether or not declared) thereon up to, but excluding the date fixed for redemption, without interest, to the extent the Corporation has funds legally available therefor (the “Ratings Event Redemption Right”, and together with the Call Date Redemption Right, the “Redemption Right”). If fewer than all of the outstanding shares of Series A Preferred Stock are to be redeemed, the shares of Series A Preferred Stock to be redeemed shall be redeemed pro rata or by lot. Holders of Series A Preferred Stock to be redeemed (i) pursuant to the Call Date Redemption Right, shall surrender such Series A Preferred Stock at the place designated in such notice and shall be entitled to the redemption price of $25,000 per share and any accrued and unpaid dividends payable upon such redemption following such surrender and (ii) pursuant to the Ratings Event Redemption Right, shall surrender such Series A Preferred Stock at the place designated in such notice and shall be entitled to the redemption price of $25,500 per share and any accrued and unpaid dividends payable upon such redemption following such surrender. If (i) notice of redemption of any shares of Series A Preferred Stock has been given, (ii) the funds necessary for such redemption have been set aside by the Corporation in trust for the benefit of the holders of any shares of Series A Preferred Stock so called for redemption, and (iii) irrevocable instructions have been given to pay the redemption price and all accrued and unpaid dividends, then from and after the redemption date, dividends shall cease to accrue on such shares of Series A Preferred Stock, such shares of Series A Preferred Stock shall no longer be deemed outstanding, and all rights of the holders of such shares shall terminate, except the right to receive the redemption price plus any accrued and unpaid dividends payable upon such redemption, without interest. Subject to applicable escheat laws, any such cash unclaimed at the end of two years from the redemption date shall revert to the general funds of the Corporation, after which reversion, the holders of such shares so called for redemption shall look only to the general funds of the Corporation for the payment of such cash. So long as applicablefull cumulative dividends on the Series A Preferred Stock for all past Dividend Periods that have ended shall have been or contemporaneously are (i) declared and paid in cash, or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for payment, nothing herein shall prevent or restrict the Corporation’s right or ability to purchase, from time to time, either at a public or a private sale, all or any part of the Series A Preferred Stock at such price or prices as the Corporation may determine, subject to the provisions of applicable law, including the repurchase of shares of Series A Preferred Stock in open-market transactions duly authorized by the Board. (b) No shares of Series A Preferred Stock shall be redeemed by the Corporation pursuant to the Redemption Right if following such redemption less than $100,000,000 of liquidation preference of Series A Preferred Stock would remain outstanding; provided, however, the foregoing shall not prevent any purchase or other acquisition of Series A Preferred Stock pursuant to any offer to purchase, tender offer or exchange offer made to each holder of Series A Preferred Stock. (c) Unless full cumulative dividends on the Series A Preferred Stock for all past Dividend Periods that have ended shall have been or contemporaneously are (i) declared and paid in cash, or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for payment, no shares of Series A Preferred Stock shall be redeemed pursuant to the Redemption Right unless all outstanding shares of Series A Preferred Stock are simultaneously redeemed and the Corporation shall not purchase or otherwise acquire, directly or indirectly, any shares of Series A Preferred Stock (except by conversion into or in exchange for shares of capital stock of the Corporation ranking, as to dividends and upon liquidation, junior to the Series A Preferred Stock); provided, however, that the foregoing shall not prevent the purchase or acquisition of Series A Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series A Preferred Stock. (d) Notice of redemption pursuant to the Redemption Right shall be mailed by the Corporation, postage prepaid, not fewer than 30 or more than 60 days prior to the Stated Maturity Dateredemption date, addressed to the respective holders of record of the Series A Preferred Stock to be redeemed at their respective addresses as they appear on the stock transfer records of the Corporation. The notice of redemption may be contingent upon the occurrence of a future event. No failure to give such notice or any defect therein or in increments the mailing thereof shall affect the validity of $1,000 at the proceedings for the redemption of any Series A Preferred Stock, except as to the holder to whom such notice was defective or not given. In addition to any information required by law or by the applicable Redemption Price rules of any exchange upon which the Series A Preferred Stock may be listed or admitted to trading, each such notice shall state: (as defined below), together with unpaid interesti) the redemption date; (ii) the redemption price; (iii) the number of shares of Series A Preferred Stock to be redeemed; (iv) the place or places where the certificates, if any, representing shares of Series A Preferred Stock are to be surrendered for payment of the redemption price; (v) procedures for surrendering noncertificated shares of Series A Preferred Stock for payment of the redemption price; (vi) that dividends on the shares of Series A Preferred Stock to be redeemed shall cease to accrue on such redemption date; and (vii) that payment of the redemption price and any accrued thereon and unpaid dividends will be made upon presentation and surrender of such Series A Preferred Stock. If fewer than all of the shares of Series A Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of shares of Series A Preferred Stock held by such holder to be redeemed. Notwithstanding anything herein to the contrary, if the Series A Preferred Stock or any depositary shares representing interests in the Series A Preferred Stock are issued in book-entry form through DTC or any other similar facility, notice of redemption may be given to the holders of Series A Preferred Stock at such time and in any manner permitted by such facility. (e) If a redemption date falls after a Dividend Record Date and on or prior to the corresponding Dividend Payment Date, each holder of Series A Preferred Stock at the close of business of such Dividend Record Date shall be entitled to the dividend payable on such shares on the corresponding Dividend Payment Date notwithstanding the redemption of such shares on or prior to such Dividend Payment Date or the Corporation’s default in the payment of the dividend due, and each holder of Series A Preferred Stock that surrenders its shares on such redemption date will be entitled to the dividends accruing after the end of the Dividend Period to which such Dividend Payment Date relates up to, but excluding, the applicable Redemption Dateredemption date. “Redemption Price” Except as provided herein, the Corporation shall mean an amount equal make no payment or allowance for unpaid dividends, whether or not in arrears, on Series A Preferred Stock for which a notice of redemption has been given. (f) All shares of the Series A Preferred Stock redeemed or repurchased pursuant to this Section 6, or otherwise acquired in any other manner by the Corporation, shall be retired and shall be restored to the Initial Redemption Percentage (status of authorized but unissued shares of Preferred Stock, without designation as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount to series or class and may thereafter be reissued as shares 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 any series 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 redeemedpreferred stock.

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 (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 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 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 (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 on the face hereofIf, this Note may not be redeemed at any time prior to the Stated Maturity DateNovember 20, 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 Note2015, 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 shall have the Funding Agreement is right, upon not less than 30 nor more than 60 days’ prior written notice by mail to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (eachthe Holders 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 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 for 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 plus unpaid interest accrued thereon to but excluding the Redemption Date (B) such amount, the outstanding principal amount “Redemption Price”). In such case, the Company shall provide the Trustee with an Officers’ Certificate evidencing that the Board of Directors of the Funding AgreementCompany has, in 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. Notice must The Notes shall not otherwise be given redeemable prior to November 20, 2015. At any time and from time to time on or after November 20, 2015, the Company may, upon not less than 30 nor more than sixty (60) nor less than thirty (30) calendar days 60 days’ prior written notice by mail 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 Holders of the Holder hereof upon Notes, redeem the surrender hereofNotes in whole or in part, for cash equal to the Redemption Price. If less than all of this Note is the Notes are to be redeemed, the Indenture Trustee will shall select by lot or, the Notes to be redeemed (in its discretion, principal amounts of $1,000 and integral multiples thereof) on a pro rata basis, by lot or by such other method the amount Trustee considers fair and appropriate, subject, with respect to Notes that are in global form, to the rules and procedures of the interest Depositary. The Trustee shall make the selection at least 30 days but not more than 60 days before the Redemption Date from Outstanding Notes not previously called for redemption. Notes and portions of each direct participant the principal amount thereof selected for redemption shall be in integral multiples of $1,000. The Trustee shall notify the Trust Company promptly of the Notes or portions of the principal amount thereof to be redeemed. If the Trustee 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 converted portion of such Note shall be deemed to be from the portion selected for redemption. Notes that have been converted during a selection of Notes to be redeemed shall be treated by the Trustee as Outstanding for the purpose of such selection. 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 state: (a) the name of the Paying Agent and Conversion Agent; (b) the then current Conversion Rate; (c) that Notes called for redemption may be converted at any time prior to the close of business on the second Business Day 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.

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”). ▇▇▇▇▇▇▇▇’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 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 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 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. 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 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. 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 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 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 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 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 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. (a) The Notes are subject to optional redemption by the Transferor Certificateholder 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 less than or equal to 10% of the aggregate Original Note Principal Balance. If no redemption right is set forth on the face hereofTransferor Certificateholder does not exercise this option to redeem the Notes, this Note the Credit Enhancer, with the consent of the Transferor Certificateholder (which consent may not be redeemed prior unreasonably withheld), may redeem the Notes. 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 aggregate Unpaid Investor Interest Shortfall, to the Stated Maturity Date, except as set forth extent legally permissible. No premium or penalty will be payable by the Transferor Certificateholder in any redemption of the Notes. (b) The Transferor Certificateholder or the Credit Enhancer 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 in Section 10 hereofredemption notice. In By the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Notedate, the Trust shall elect to redeem this Note on Transferor Certificateholder or 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 partCredit Enhancer, as applicable, prior shall deposit in the Collection Account in immediately available funds an amount that, when added to the Stated Maturity Datefunds on deposit in the Collection Account that are payable to the Noteholders, in increments equals the redemption price for the Notes, whereupon all the Notes called for redemption shall be payable on the redemption date. (c) On presentation and surrender of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excludingNotes, the applicable Redemption Date. “Redemption Price” Indenture Trustee shall mean pay to the Holders of Notes on the 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 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. The Notes may be redeemed at any time at the option of the Company, in whole or from time to time in part, at a Redemption Price equal to the sum of (i) the principal amount (or any portion thereof) of the Notes being redeemed plus accrued interest thereon to the Redemption Date and (ii) the Make-Whole Amount (as defined below) if any, with respect to such Notes (or any portion thereof). If no notice has been given as provided in the Indenture and funds for the redemption right is set forth of any Notes (or any portion thereof) called for redemption shall have been made available on the face hereofRedemption Date referred to in such notice, this Note may such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes will be to receive payment of the Redemption Price. Notice of any redemption of any Notes (or any portion thereof) will be given to Holders at their addresses, as shown in the Security Register for the Notes, not be redeemed more than 60 nor less than 30 days prior to the Stated Maturity Datedate fixed for redemption. The notice of redemption will specify, 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 Noteamong other items, the Trust Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If less than all the Notes are to be redeemed, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. The Trustee 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 select, in such manner as it shall deem fair and appropriate, 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 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. As used herein, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to following terms will have 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.meanings set forth below:

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 (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”)2030, 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 . (b) 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 may immediately notify the Holders, and thereafter, subject to the terms of the Indenture, the Company and the Holders will work together in good faith to 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 applicablehowever, that the foregoing shall not limit the Company’s right to redeem the Subordinated Notes in accordance with Section 5(a) multiplied by above, including but not limited to upon the unpaid Principal Amount occurrence of this Note to be redeemed. Unless otherwise specified on a Tier 2 Capital Event. (c) 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 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 unless otherwise required by law or applicable Depository 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. (d) 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 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 hereofThe Series A Senior Notes are redeemable, 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, at any time and from time to time prior to the Stated Maturity Par Call Date, in increments of $1,000 at the applicable option of the Company, at a Redemption Price (expressed as defined below)a percentage of principal amount and rounded to three decimal places) equal to the greater of: (i) 100% of the principal amount of Series A Senior Notes to be so redeemed, together with unpaid interestand (ii) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Series A Senior Notes 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, if anyplus 15 basis points, less (b) interest accrued to the Redemption Date, plus, in either of the above cases, accrued and unpaid interest thereon to, but excluding, to the applicable Redemption Date. “In addition, the Series A Senior Notes are redeemable, in whole or in part at any time and from time to time on or after the Par Call Date at the option of the Company, at a Redemption Price” shall mean an amount 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 Series A Senior Notes to be redeemed by Principal Life by (B) redeemed, plus accrued and unpaid interest thereon to the outstanding principal amount Redemption Date. The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. The Trustee shall not be responsible for calculating the Redemption Price. 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 Series A Senior Notes or portions thereof called for redemption. In the event of the redemption of this Note the Series A Senior Notes in part only, a new Series A Senior 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 writing of the interest Redemption Price 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 (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 (a) The Notes are subject to redemption right is set forth in whole, but not in part, at the direction of the Seller pursuant to Section 8.01 of the Sale and Servicing Agreement, 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 any Distribution Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is Seller exercises its option to purchase the assets of the Issuer pursuant to said Section, and the amount paid by the Seller shall be redeemed treated as collections 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 respect of the Receivables and applied to pay all amounts due to the Stated Maturity Date, in increments of $1,000 at Master Servicer under the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excludingSale and Servicing Agreement, the applicable Redemption Date. “Redemption Price” shall mean an amount equal Total Trustee Fees, all amounts owed to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by Swap Counterparty and 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 plus accrued and unpaid interest thereon. The Seller or the Issuer shall furnish each Rating Agency and the Swap Counterparty, notice of such redemption. If the Notes are to be redeemed pursuant to this Section, the Seller shall furnish notice of such redemption to the Master Servicer, the Indenture Trustee, the Depositor, the Swap Counterparty and the Rating Agencies, not later than 30 days prior to the Redemption Date and the Issuer shall deposit one Business Day prior to the Redemption Date with the Indenture Trustee in the Note Payment Account the Redemption Price of the Notes to be redeemed (all or a portion of which deposit may be made from Available Funds), whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Noteholder. (b) In the event that the assets of the Issuer are purchased by Principal Life by the Seller pursuant to Section 8.01(a) of the Sale and Servicing Agreement, all amounts (Bi) on deposit in the outstanding Note Payment Account shall be paid to the Noteholders up to the unpaid principal amount of the Funding AgreementNotes and all accrued and unpaid interest thereon and (ii) owed to the Swap Counterparty shall be paid in full. Notice must If such amounts are to be given paid to Noteholders pursuant to this Section, the Issuer shall, to the extent practicable, furnish or cause the Seller to furnish notice of such event to the Depositor, the Indenture Trustee, the Swap Counterparty and the Rating Agencies, not more later than sixty (60) nor less than thirty (30) calendar 30 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 (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 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 ▇.▇. ▇▇▇▇▇▇ & Co. Incorporated ("▇.▇. ▇▇▇▇▇▇") shall have elected to direct the Funding AgreementBank to allow this Note to remain outstanding and provided that the Company shall received indemnification by ▇.▇. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior ▇▇▇▇▇▇ 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. 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, ▇.▇. ▇▇▇▇▇▇, 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 ▇.▇. ▇▇▇▇▇▇ 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 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. Except as otherwise specified in an applicable Pricing Supplement or in the applicable Certificated Note, the Notes will not be redeemable prior to their Stated Maturity. If no so specified in an applicable Pricing Supplement or in the applicable Certificated Note, such Certificated Note will be subject to redemption right is by the Company, on any Interest Payment Date commencing on or after the date set forth on the face hereofCertificated Note, this Note may which shall be at least six months after the date of original issue of such Certificated Note, in whole but not be redeemed in part, at the option of the Company, at the redemption price set forth on the Certificated Note, together with interest accrued thereon to the date of redemption. Procedures upon Company’s Exercise of Optional Redemption: Company Notice to Trustee regarding Exercise of Optional Redemption. At least 60 days prior to the Stated Maturity Datedate on which it intends to redeem a Certificated Note, except the Company will notify the Trustee for such Certificated Note that it is exercising such option with respect to such Certificated Note on such date. Trustee Notice to Holders regarding Company’s Exercise of Optional Redemption. After receipt of notice that the Company is exercising its option to redeem a Certificated Note, the Trustee will, at least 30 days before the Redemption Date for such Certificated Note, mail a notice, first class, postage prepaid, to the Holder of such Certificated Note, informing such Holder of the Company’s exercise of such option with respect to such Certificated Note. Payments of Principal and Interest Upon Exercise of Optional Repayment: Trustee Notice to Company of Option to be Repaid. Upon receipt of notice of exercise of the option for repayment and the Certificated Notes to be repaid as set forth in such Certificated Notes, the Indenture Trustee for such Certificated Notes shall give notice to the Company by the time provided for in such Certificated Notes of such Optional Repayment Date and of the principal amount of Certificated Notes to be repaid. Payment at Maturity: Upon presentation of each Certificated Note at Stated Maturity or upon redemption, the Trustee (or any duly appointed paying agent) will pay the principal amount thereof, together with accrued interest. Such payment shall be made in Section 10 hereofimmediately available funds in U.S. dollars (or such other specified currency), provided that the Certificated Note is presented to the Trustee (or any such paying agent) in time for the Trustee (or such paying agent) to make payments in such funds in accordance with its normal procedures. In The Company will provide the case Trustee (and any such paying agent) with funds available for immediate use for such purpose. Certificated Notes presented at Stated Maturity or upon redemption will be canceled by the Trustee. Procedures for Rate The Company and the Agents will discuss from time to time the rates to Setting and Posting: be borne by the Certificated Notes that may be sold as a result of a Note that is not a Discount Notethe solicitation of offers by the Agents. Once any Agent has recorded any indication of interest in Certificated Notes upon certain terms, and communicated with the Company, if a redemption right is set forth on the face Company accepts an offer to purchase Certificated Notes upon such terms, it will supply an appropriate number of this Note, copies of 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 partProspectus, as applicablethen amended or supplemented, to the Agent who presented such offer. See “Delivery of Prospectus.” No Settlements with respect to Certificated Notes upon such terms may occur prior to such delivery and the Agents will not, prior to such delivery, mail confirmations to customers who have offered to purchase Certificated Notes upon such terms. After such delivery, sales, mailing of confirmations and Settlements may occur with respect to Certificated Notes upon such terms, subject to the Stated Maturity Date, in increments provisions of $1,000 at “Delivery of Prospectus” below. If the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excludingCompany decides to post rates and a decision has been reached to change interest rates, the applicable Redemption DateCompany will promptly notify each Agent. “Redemption Price” shall mean an amount equal to Each Agent will forthwith suspend solicitation of purchases. At that time, the Initial Redemption Percentage (as adjusted by Agents will recommend and the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note Company will establish rates to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% so “posted.” Following establishment of posted rates 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 delivery described in the name following sentence, the Agents may only record indications of interest in purchasing Certificated Notes at the posted rates. Once any Agent has recorded any indication of interest in Certificated Notes at the posted rates and communicated with the appropriate Officer of the Holder hereof upon Company, if the surrender hereof. If less than all Company plans to accept an offer at the posted rate, it will supply an appropriate number of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount copies of the interest applicable Pricing Supplement to the Agent who presented such offer. See “Delivery of each direct participant in Pricing Supplement.” No Settlements at the Trust posted rates may occur prior to be redeemedsuch delivery and the Agents will not, prior to such delivery, mail confirmations to customers who have offered to purchase Certificated Notes at the posted rates. After such delivery, sales, mailing of confirmations and Settlements may resume, subject to the provisions of “Delivery of Pricing Supplement” below.

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 right is set forth The Company may, at any time or from time to time on the face hereofor after July 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”) (eachDecember 1, a “Redemption Date”)2030, 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 . (b) 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 promptly notify the Holders, and thereafter, subject to the terms of the Indenture, the Company and the Holders will work together in good faith to 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 applicablehowever, that the foregoing shall not limit the Company’s right to redeem the Subordinated Notes in accordance with Section 5(a) multiplied by above, including but not limited to upon the unpaid Principal Amount occurrence of this Note to be redeemed. Unless otherwise specified on a Tier 2 Capital Event. (c) 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 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 unless otherwise required by law or applicable Depository 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. (d) 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 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. (a) The Principal Amount Notes are subject to redemption by the Issuer with the consent of the Credit Enhancer and the Master Servicer in whole on any Payment Date on or after the Optional Termination Date. If no redemption right is set forth on the face hereofIssuer does not exercise this option to redeem the Principal Amount Notes, this Note the Credit Enhancer, with the consent of the Issuer (which consent may not be redeemed prior unreasonably withheld), may require the Issuer to redeem all Classes of Principal Amount Notes if the Credit Enhancer provides the funds required by Section 10.01(b). The redemption price for each Class of Principal Amount 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 aggregate Unpaid Investor Interest Shortfall for that Class of Notes, 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 Indenture Notes. (b) The Issuer 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 partCredit Enhancer, as applicable, prior shall notify the Indenture Trustee of its election to redeem the Principal Amount 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 Principal Amount Notes will only be made on presentation and surrender of the Notes at the office or agency of the Indenture Trustee specified in the redemption notice. By the redemption date, the Issuer or the Credit Enhancer, as applicable, shall deposit in the Payment Account in immediately available funds an amount that, when added to the Stated Maturity Datefunds on deposit in the Payment Account and the Collection Account that are payable to the Noteholders, in increments equals the redemption price for each Class of $1,000 at Principal Amount Notes, whereupon all the applicable Redemption Price Notes called for redemption shall be payable on the redemption date. (as defined below), together with unpaid interest, if any, accrued thereon to, but excludingc) On presentation and surrender of the Principal Amount Notes, the applicable Redemption Date. “Redemption Price” Indenture Trustee shall mean pay to the Holders of Notes on the 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 (i) the amount available for distribution on the redemption date, net of the amount needed to pay the redemption price and (ii) 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 Principal Amount 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 Principal Amount 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 The Company may, at any time or from time to time on the face hereofor after July 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 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 (a) The Company shall have the right, exercisable at any time upon thirty (30) business days' prior written notice ("Redemption Notice") to the holders of the Debentures given at any time on or after the second anniversary of the Issuance Date (the period from the Redemption Notice until Holder's receipt of the Redemption Price being referred to as the "Post-Call Period"), to redeem all or any portion of this Debenture which has not previously been converted or redeemed, at a redemption right is set forth price ("Redemption Price") consisting of (i) cash equal to 130% of the outstanding Principal Amount hereunder (including without limitation accrued and unpaid interest thereon), and (ii) A Warrants to purchase such number of shares of Common Stock equal to 30% of the Underlying Shares which would have been issued or issuable upon conversion of the portion of the outstanding Principal Amount hereunder being redeemed, provided that such new A Warrants shall expire five (5) years from their issuance date and have an exercise price equal to the then applicable "Warrant Price" under the A Warrants (and shall be subject to further adjustment as provided in the A Warrants). The entire Redemption Price shall be paid and issued 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”as defined below), in which case . The Holder may convert this Note must be redeemed on such Redemption Date Debenture in whole or in part, as applicableincluding any portion subject to a Redemption Notice, prior during the Post-Call Period, and the Company shall honor all Conversion Notices delivered during such period. Any Redemption Notice under this Section 4(a) shall indicate the Principal Amount of Debentures to be redeemed and the date (subject to the Stated Maturity terms hereof) on which such redemption is to occur ("Redemption Date"). If the Company intends to redeem less than all of the then outstanding Debentures issued under the Purchase Agreement, it shall do so on a pro rata basis among such holders in increments accordance with this Section 4(a). If any portion of $1,000 at the applicable Redemption Price under this Section shall not be paid by the Company within seven (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, 7) days after the applicable Redemption Date. “, interest shall accrue thereon (valuing the A Warrants portion of the Redemption Price” shall mean an amount equal to Price at the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) Market Price multiplied by the applicable number of underlying Warrant Shares) at the rate of 15% per annum until the Redemption Price plus all such interest is paid in full (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of such Redemption Price remains unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on for more than seven (7) days after the face hereofRedemption Date, the Initial Redemption Percentage Holder may elect to invalidate ab initio such redemption, notwithstanding anything herein contained to the contrary, and the Company shall be 100% prohibited from exercising such redemption right pursuant to this Section 4(a) again. (b) Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to redeem this Debenture unless during the entire Post-Call Period and the Annual entire twenty (20) consecutive Trading Day period immediately preceding the Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of Notice (i) all the Underlying Shares with respect to 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 Debenture are either (A) covered by an effective registration statement under the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by Securities Act and a deliverable prospectus or (B) freely tradeable under Rule 144(k) thereunder, and (ii) the outstanding principal amount of Underlying Shares with respect to this Debenture are listed and traded on 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 redeemedNasdaq Stock Market.

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 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 Life”"HARTFORD 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” "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 (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 (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. (a) The Principal Amount Notes are subject to redemption by the Issuer with the consent of the Credit Enhancer and the Master Servicer in whole on any Payment Date on or after the Optional Termination Date. If no redemption right is set forth on the face hereofIssuer does not exercise this option to redeem the Principal Amount Notes, this Note the Credit Enhancer, with the consent of the Issuer (which consent may not be redeemed prior unreasonably withheld), may require the Issuer to redeem all Classes of Principal Amount Notes if the Credit Enhancer provides the funds required by Section 10.01(b). The redemption price for each Class of Principal Amount 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 aggregate Unpaid Investor Interest Shortfall for that Class of Notes, 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 Indenture Notes. (b) The Issuer 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 partCredit Enhancer, as applicable, prior shall notify the Indenture Trustee of its election to redeem the Principal Amount 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 the Co-Trustee 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 Principal Amount Notes will only be made on presentation and surrender of the Notes at the office or agency of the Indenture Trustee specified in the redemption notice. By the redemption date, the Issuer or the Credit Enhancer, as applicable, shall deposit in the Payment Account in immediately available funds an amount that, when added to the Stated Maturity Datefunds on deposit in the Payment Account and the Collection Account that are payable to the Noteholders, in increments equals the redemption price for each Class of $1,000 at Principal Amount Notes, whereupon all the applicable Redemption Price Notes called for redemption shall be payable on the redemption date. (as defined below), together with unpaid interest, if any, accrued thereon to, but excludingc) On presentation and surrender of the Principal Amount Notes, the applicable Redemption Date. “Redemption Price” Indenture Trustee shall mean pay to the Holders of Notes on the 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 (i) the amount available for distribution on the redemption date, net of the amount needed to pay the redemption price and (ii) 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 Principal Amount 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 Principal Amount 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 The Company may, at any time or from time to time on the face hereofor after November 30, this Note may not be redeemed prior to the Stated Maturity Date2023, 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 redeem 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. This Notes is not subject to redemption as the option of the Holder. On or after November 30, 2023, the Company may on any one or more occasions redeem all or a part of the Notes, upon notice as provided in the Indenture, at the applicable Redemption Price redemption prices (expressed as defined percentages of principal amount of this Note, or portion thereof, to be redeemed) set forth below), together with plus accrued and unpaid interest, if any, accrued thereon on the Notes redeemed, 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 Reductionredemption date, if applicable) multiplied by redeemed during the unpaid Principal Amount twelve-month period beginning on November 30 of this Note the years indicated below: Year Percentage 2023 102.81250 % 2024 101.40625 % 2025, and thereafter 100.00000 % Unless the Company defaults in the payment of the redemption price, interest will cease to be redeemed. Unless otherwise specified accrue on the face hereof, Notes or portions thereof called for redemption on 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 applicable 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 hereofdate. If less than all the then outstanding principal amount of this 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 Holder, and if the Notes are represented by Global Notes held by the 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 Depositary. In the event a pro rata redemption 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 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”) (eachJune 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 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 on the face hereofThe Series B Senior Notes are redeemable, 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, at any time and from time to time prior to the Stated Maturity Par Call Date, in increments of $1,000 at the applicable option of the Company, at a Redemption Price (expressed as defined below)a percentage of principal amount and rounded to three decimal places) equal to the greater of: (i) 100% of the principal amount of Series B Senior Notes to be so redeemed, together with unpaid interestor (ii) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Series B Senior Notes 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, if anyplus 20 basis points, less (b) interest accrued to the Redemption Date, plus, in either of the above cases, accrued and unpaid interest thereon to, but excluding, to the applicable Redemption Date. “In addition, the Series B Senior Notes are redeemable, in whole or in part at any time and from time to time on or after the Par Call Date at the option of the Company, at a Redemption Price” shall mean an amount 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 Series B Senior Notes to be redeemed by Principal Life by (B) redeemed, plus accrued and unpaid interest thereon to the outstanding principal amount Redemption Date. The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. The Trustee shall not be responsible for calculating the Redemption Price. 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 Series B Senior Notes or portions thereof called for redemption. In the event of the redemption of this Note the Series B Senior Notes in part only, a new Series B Senior 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 writing of the interest Redemption Price 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 The holder of shares of Series B Preferred Stock shall have the right is set forth on to require 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 Corporation 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”) (eachsuch shares of Series B Preferred Stock, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicableat such holder's option, prior (i) upon the Corporation's delivery of notice of exercise of its conversion rights pursuant to Section 7(a)(ii), at a cash redemption price equal to the Stated Maturity Date, Liquidation Value in increments of $1,000 at effect on 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 Date plus 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) except to the outstanding principal amount extent that a dividend pursuant to Section 3(a)(ii), (iii) or (iv) has been declared in respect of the Funding Agreement Dividend Period during which such Redemption Date occurs and the Redemption Date occurs after the relevant Dividend Payment Record Date, the unrecognized accretion from the immediately preceding Dividend Payment Date up to be redeemed by Principal Life by but not including the Redemption Date and (B) the outstanding principal amount dividends accrued and unpaid thereon, whether or not declared, up to but not including the Redemption Date or (ii) within 60 days of a Change in Control, at a cash redemption price equal to 101% of the Funding Agreement. Notice must be given not more than sixty Liquidation Value in effect on the Redemption Date, plus an amount equal to (60A) nor less than thirty (30) calendar days prior except to the proposed extent that a dividend pursuant to Section 3(a)(ii), (iii) or (iv) has been declared in respect of the Dividend Period during which such Redemption Date occurs and the Redemption Date occurs after the relevant Dividend Payment Record Date, the unrecognized accretion from the immediately preceding Dividend Payment Date up to but not including the Redemption Date and (B) the dividends accrued and unpaid thereon, whether or not declared, up to but not including the Redemption Date. In the event of that the Corporation does not pay the redemption of this Note in part onlyprice on the Redemption Date, a new Note for the unredeemed portion hereof redemption price shall be issued in calculated as if the name Redemption Date were the later of the Holder hereof upon Redemption Date and the surrender hereof. If less than all of this Note date on which such payment 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 redeemedmade.

Redemption. (a) The Principal Amount Notes are subject to optional redemption by the Issuer with the consent of the Credit Enhancer and the Master Servicer in whole on any Payment Date from the Payment Date immediately before which the aggregate Note Principal Balance of each Class of Principal Amount Notes is less than or equal to 10% of the aggregate Original Note Principal Balance of each Class of Principal Amount Notes. If no redemption right is set forth on the face hereofIssuer does not exercise this option to redeem the Principal Amount Notes, this Note the Credit Enhancer, with the consent of the Issuer (which consent may not be redeemed prior unreasonably withheld), may require the Issuer to redeem all Classes of Principal Amount Notes if the Credit Enhancer provides the funds required by Section 10.01(b). The redemption price for each Class of Principal Amount 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 aggregate Unpaid Investor Interest Shortfall for that Class of Notes, 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 Indenture Notes. (b) The Issuer 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 partCredit Enhancer, as applicable, prior shall notify the Indenture Trustee of its election to redeem the Principal Amount 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 Principal Amount Notes will only be made on presentation and surrender of the Notes at the office or agency of the Indenture Trustee specified in the redemption notice. By the redemption date, the Issuer or the Credit Enhancer, as applicable, shall deposit in the Payment Account in immediately available funds an amount that, when added to the Stated Maturity Datefunds on deposit in the Payment Account and the Collection Account that are payable to the Noteholders, in increments equals the redemption price for each Class of $1,000 at Principal Amount Notes, whereupon all the applicable Redemption Price Notes called for redemption shall be payable on the redemption date. (as defined below), together with unpaid interest, if any, accrued thereon to, but excludingc) On presentation and surrender of the Principal Amount Notes, the applicable Redemption Date. “Redemption Price” Indenture Trustee shall mean pay to the Holders of Notes on the 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 (i) the amount available for distribution on the redemption date, net of the amount needed to pay the redemption price and (ii) 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 Principal Amount 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 Principal Amount 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 (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”)2030, 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 . (b) 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 may immediately notify the Holders, and thereafter, subject to the terms of the Indenture, the Company and the Holders will work together in good faith to 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 applicablehowever, that the foregoing shall not limit the Company’s right to redeem the Subordinated Notes in accordance with Section 5(a) multiplied by above, including but not limited to upon the unpaid Principal Amount occurrence of this Note to be redeemed. Unless otherwise specified on a Tier 2 Capital Event. (c) 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 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 unless otherwise required by law or applicable Depository 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. (d) 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 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 (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 redemption right is set forth a. The Company may, at its option, on the face hereofor after November 15, 2030, 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 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, 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 Board of Governors of the Federal Reserve System (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 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 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, a new note shall be issued representing the Indenture Trustee will select by lot orunredeemed portion without charge to the Holder thereof. For purposes of clarity, in its discretionupon a partial redemption, on a pro rata basis, 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. Any notice of redemption provided to the holder of this Subordinated Note may be conditional in the Company’s discretion, and the Company may delay the Redemption Date until such time as any or all of such conditions have been satisfied or revoked by the Company if it determines that such conditions will not be satisfied. d. 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 hereofThe Series C Senior Notes are redeemable, 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, at any time and from time to time prior to the Stated Maturity Par Call Date, in increments of $1,000 at the applicable option of the Company, at a Redemption Price (expressed as defined below)a percentage of principal amount and rounded to three decimal places) equal to the greater of: (i) 100% of the principal amount of Series C Senior Notes to be so redeemed, together with unpaid interestor (ii) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Series C Senior Notes 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, if anyplus 20 basis points less (b) interest accrued to the Redemption Date, plus, in either of the above cases, accrued and unpaid interest thereon to, but excluding, to the applicable Redemption Date. “In addition, the Series C Senior Notes are redeemable, in whole or in part, at any time and from time to time on or after the Par Call Date, at the option of the Company, at a Redemption Price” shall mean an amount 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 Series C Senior Notes to be redeemed by Principal Life by (B) redeemed, plus accrued and unpaid interest thereon to the outstanding principal amount Redemption Date. The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. The Trustee shall not be responsible for calculating the Redemption Price. 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 Series C Senior Notes or portions thereof called for redemption. In the event of the redemption of this Note the Series C Senior Notes in part only, a new Series C Senior 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 writing of the interest Redemption Price 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 (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 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 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”) (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 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 a. The Company may, at its option on the face hereofor after November 15, 2030, 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 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, 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 Board of Governors of the Federal Reserve System (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 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 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 among all the Holders of this Subordinated Note (such redemption to be considered a “Pro Rata Pass-Through of Principal” for purpose of a redemption processed through The Depository Trust Company in accordance with its rules and procedures). 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. Any notice of redemption provided to the holder of this Subordinated Note may be conditional in the Company’s discretion, and the Company may delay the Redemption Date until such time as any or all of such conditions have been satisfied or revoked by the Company if it determines that such conditions will not be satisfied. d. 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 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 Wherever the Company shall be permitted and shall elect, under the Certificate of Designation relating to the Stock (the “Certificate”), to redeem shares of the Stock, it shall give the Depositary not less than 40 nor more then 70 days’ notice thereof. The Depositary shall mail notice of such redemption right is set forth on and the face hereof, this Note may simultaneous redemption of the corresponding Depositary Shares not be redeemed less than 30 and not more than 60 days prior to the Stated Maturity Date, except as set forth in date fixed for redemption to the Indenture or in Section 10 hereof. In holders of record of Receipts representing the case number 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 Depositary Shares to be redeemed in whole or in part by Principal Life Insurance Company redeemed. Each such notice shall state: (“Principal Life”a) the date of such proposed redemption; (each, a “Redemption Date”), in b) the number of Depositary Shares to be redeemed; (c) the redemption price (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 interestshall include full cumulative dividends, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage redemption date); (as adjusted 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 Stock represented by the Annual Redemption Percentage Reduction, if applicable) multiplied by Depositary Shares to be redeemed will cease to accumulate at the unpaid Principal Amount close of this Note business on such redemption date. In case less than all the outstanding Depositary Shares are 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 Depositary Shares to be so redeemed shall be selected by lot or pro rata as may be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) Depositary to be equitable. From and after the quotient derived by dividing (A) the outstanding principal amount date set for redemption, all dividends in respect of the Funding Agreement Depositary Shares so called for redemption shall cease to accrue, such Depositary Shares shall no longer be deemed outstanding and all rights of the holders of Receipts representing such Depositary Shares (except the right to receive the redemption price) shall cease and terminate. From and after the redemption date, upon surrender in accordance with the redemption notice of the Receipts representing any such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Share shall be redeemed by Principal Life by the Depositary at the redemption price per share equal to one- (B1/ th) 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 price per share paid in part only, a new Note for the unredeemed portion hereof shall be issued in the name respect of the Holder hereof upon the surrender hereof. If less than all shares 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 redeemedStock plus any money or other property represented thereby.]

Redemption. If no redemption right is set forth on the face hereofThe Series B Senior Notes are redeemable, 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, at any time and from time to time prior to the Stated Maturity Par Call Date, in increments of $1,000 at the applicable option of the Company, at a Redemption Price (expressed as defined below)a percentage of principal amount and rounded to three decimal places) equal to the greater of: (i) 100% of the principal amount of Series B Senior Notes to be so redeemed, together with unpaid interestand (ii) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Series B Senior Notes 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, if anyplus 20 basis points, less (b) interest accrued to the Redemption Date, plus, in either of the above cases, accrued and unpaid interest thereon to, but excluding, to the applicable Redemption Date. “In addition, the Series B Senior Notes are redeemable, in whole or in part at any time and from time to time on or after the Par Call Date at the option of the Company, at a Redemption Price” shall mean an amount 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 Series B Senior Notes to be redeemed by Principal Life by (B) redeemed, plus accrued and unpaid interest thereon to the outstanding principal amount Redemption Date. The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. The Trustee shall not be responsible for calculating the Redemption Price. 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 Series B Senior Notes or portions thereof called for redemption. In the event of the redemption of this Note the Series B Senior Notes in part only, a new Series B Senior 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 writing of the interest Redemption Price 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, 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 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 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”) (eachAugust 1, a “Redemption Date”)2030, 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, 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 Board of Governors of the Federal Reserve System (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 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 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 Holder. 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 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 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 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 Unless otherwise indicated on the face hereofof this Note, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereofMaturity. In the case of a Note that is not a Discount Note, if a redemption right is set forth on If the face of this Note, the Trust shall elect to redeem Note indicates that this Note is subject to optional redemption, this Note will be redeemable at the Company’s option, as a whole or from time to time in part in increments of U.S. $1,000 or the minimum Authorized Denomination (provided that any remaining principal amount hereof shall be at least U.S. $1,000 or such minimum Authorized Denomination) on the Interest Payment Date and after the Initial Redemption Date set forth on the face hereof of this Note, 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, any date prior to the Stated Maturity Date, in increments of $1,000 at a redemption price (the applicable “Redemption Price (as defined belowPrice”), together with unpaid interestas specified on the face of this Note, equal to either (i) the price specified as a percentage of the face amount to be redeemed plus accrued interest to the Redemption Date (subject to the right of holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date) or (ii) 100% of the principal amount Outstanding thereof plus accrued interest to the Redemption Date (subject to the right of holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date), plus a Make-Whole Premium, if any. The “Make-Whole Premium” in respect of this Note is intended to be the amount, if any, accrued thereon towhich, but excludingwhen added to the then principal amount Outstanding of this Note, would, if invested on the applicable Redemption Date. “Redemption Price” shall mean an amount Date of this Note in U.S. Treasury securities with maturities equal to the Initial Redemption Percentage (as adjusted by Remaining Life of this Note, have a yield to maturity equal to the Annual Redemption Percentage Reductionoriginal yield to maturity of this Note, if applicable) multiplied by based on the unpaid Principal Amount initial public offering price of this Note. The amount of the Make-Whole Premium in respect of the principal amount Outstanding of this Note to will be redeemed. Unless otherwise specified on calculated by the face hereofCompany and will be the excess, if any, of (i) the Initial sum of the present values, as of the Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount Date of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount Note, of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount respective interest payments (exclusive 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 accrued interest to the interest of each direct participant in the Trust to be redeemed.Redemption Date) on this Note that, but for such redemption, would have been payable on their respective Interest Payment Dates after such Redemption Date, and

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 15, 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 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”)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 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, 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 Board of Governors of the Federal Reserve System (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 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 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 Holder. 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 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.

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 on the face hereofThe Series C Senior Notes are redeemable, 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, at any time and from time to time prior to the Stated Maturity Par Call Date, in increments of $1,000 at the applicable option of the Company, at a Redemption Price (expressed as defined below)a percentage of principal amount and rounded to three decimal places) equal to the greater of: (i) 100% of the principal amount of Series C Senior Notes to be so redeemed, together with unpaid interestand (ii) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Series C Senior Notes 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, if anyplus 20 basis points less (b) interest accrued to the Redemption Date, plus, in either of the above cases, accrued and unpaid interest thereon to, but excluding, to the applicable Redemption Date. “In addition, the Series C Senior Notes are redeemable, in whole or in part, at any time and from time to time on or after the Par Call Date, at the option of the Company, at a Redemption Price” shall mean an amount 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 Series C Senior Notes to be redeemed by Principal Life by (B) redeemed, plus accrued and unpaid interest thereon to the outstanding principal amount Redemption Date. The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. The Trustee shall not be responsible for calculating the Redemption Price. 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 Series C Senior Notes or portions thereof called for redemption. In the event of the redemption of this Note the Series C Senior Notes in part only, a new Series C Senior 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 writing of the interest Redemption Price 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 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 15, 2017, except to preserve the Issuer’s status as set forth in the Indenture or in Section 10 hereofa real estate investment trust 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 its status as a real estate investment trust for U.S. federal income tax purposes, the Initial Redemption Date set forth on Issuer may, upon not less than 30 nor more than 60 days’ prior written notice by mail to the face hereof on which Holders of the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (eachNotes, 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 (and 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 Trustees of the Issuer has, in good faith, made the determination that it is necessary to redeem the Notes in order to preserve the Issuer’s status as applicablea real estate investment trust 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 15, 2017 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 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 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 conversion 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 conversion 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 Conversion Agent; (b) the then current Conversion Rate; (c) that Notes called for redemption may be converted 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 convert 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.

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 (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 redemption right is set forth on The Corporation may, at its sole option, redeem at any time or from time to time all or any part of the face hereof, this outstanding Notes at the Note may not be redeemed prior Call Price together in each case with an amount equal to accrued and unpaid interest to the Stated Maturity Optional Redemption Date. Upon the occurrence of a Tax Event or an Investment Company Event, except as set forth the Corporation will have the right to elect to, under certain circumstances, (a) dissolve the Trust and cause the Notes to be distributed to the Holders of the Preferred Securities, (b) redeem all the Notes at the Special Redemption Price plus accrued and unpaid interest thereon or (c) in the Indenture or in Section 10 hereof. In the case of a Tax Event, allow the Notes to remain outstanding and indemnify the Trust for any taxes payable by it as a result of such Tax Event. If a Note that is not a Discount NoteRedemption Notice for any such optional redemption or special event redemption shall have been given as provided in Section 3.03 of the Indenture, if a redemption right is set forth interest on the face Notes called for redemption shall cease to accrue, such Notes shall no longer be deemed to be outstanding, and all rights of this Note, the Trust Holders thereof (except the right to receive from the Corporation the Note Redemption Price plus interest to the Redemption Date without further interest) shall elect cease (including any right to redeem this Note receive interest otherwise payable on the any Interest Payment Date that would have occurred after the Initial Redemption Date) from and after the Redemption Date set forth on (unless the face hereof on which Corporation shall default in the Funding Agreement is payment of the Note Redemption Price). Upon surrender (in accordance with the Note Redemption Notice) of the certificate or certificates for any Notes to be so redeemed in whole (properly endorsed or in part by Principal Life Insurance Company (“Principal Life”) (eachassigned for transfer, a “if the Corporation shall so require and the Note Redemption Date”Notice shall so state), in which case this Note must such Notes shall be redeemed on such Redemption Date in whole or in part, as applicable, prior to by the Stated Maturity Date, in increments of $1,000 Corporation at the applicable Note 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 plus interest 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 case fewer than all the event of redemption of this Note in part only, Notes represented by any such certificates are to be redeemed a new Note for the unredeemed portion hereof certificate shall be issued in representing the name unredeemed Notes without cost to the Holder thereof. Subject to applicable escheat laws, any moneys set aside by the Corporation and unclaimed at the end of one year from the Redemption Date shall revert to the general funds of the Holder hereof upon Corporation, after which reversion the surrender hereof. If less than all Holders of this Note is redeemed, such Notes so called for redemption shall look only to the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount general funds of the interest Corporation for the payment of each direct participant in the Trust to be redeemedNote Redemption Price without interest.

Redemption. If Except as provided in this Section 4.1 and in paragraph 5 of the Notes, the Partnership 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. The 2017 Notes are redeemable, if a redemption right is set forth on at the face option of this Notethe Partnership, the Trust shall elect at any time in whole, or from time 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 time 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 a redemption price 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 2017 Notes to be redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on the date of calculation of the redemption price) on the 2017 Notes to be redeemed by Principal Life by that would be due after the related redemption date but for such redemption (Bexclusive of interest accrued to the Redemption Date) discounted to the outstanding Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus 25 basis points; plus, in either case, accrued interest to the Redemption Date. The 2036 Notes are redeemable, at the option of the Partnership, at any time in whole, or from time to time in part, at a redemption price equal to the greater of: (i) 100% of the principal amount of the Funding Agreement. Notice must 2036 Notes to be given not more than sixty redeemed; or (60ii) nor less than thirty the sum of the present values of the remaining scheduled payments of principal and interest (30at the rate in effect on the date of calculation of the redemption price) calendar days prior on the 2036 Notes to be redeemed that would be due after the related redemption date but for such redemption (exclusive of interest accrued to the proposed 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 applicable Treasury Yield plus 35 basis points; plus, in either case, accrued interest to the Redemption Date. In the event of The actual redemption of this Note in part onlyprice, a new Note for the unredeemed portion hereof calculated as provided above, shall be issued in calculated and certified to the name of Trustee and the Holder hereof upon Partnership by 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 redeemedIndependent Investment Banker.

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 Class A Notes shall be the Note Principal Balance plus the Class A Note Aggregate Interest plus interest accrued on the face hereofaggregate Class A Note Unpaid Interest Shortfall, this Note may not be redeemed prior to the Stated Maturity Dateextent legally permissible plus Basis Risk Carryforward. 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, except as set forth Co-Trustee, 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 redemption right is set forth Section 1. The Series EE Mortgage Bonds are not redeemable except on the face hereofdate, this Note may not in the principal amount and for the redemption price that correspond to the redemption date for, the principal amount to be redeemed prior to of, and the Stated Maturity Dateredemption price for, the Senior Notes, and except as set forth in the Indenture or in Section 10 hereof2 of this Article. In the case event that the Company redeems any Senior Notes prior to maturity in accordance with the provisions of a the Senior Note that is not a Discount NoteIndenture, if a redemption right is set forth the Senior Note Trustee shall on the face of this Note, same date deliver to the Trust shall elect Company the Series EE Mortgage Bonds in principal amount corresponding 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 partSenior Notes so redeemed, as applicable, prior provided in Section 4.08 of the Senior Note Indenture. The Company agrees to give the Stated Maturity Date, in increments Trustee notice of $1,000 at any such redemption of the applicable Redemption Price Senior Notes on or before the date fixed for any such redemption. Section 2. Upon the occurrence of an Event of Default under the Senior Note Indenture (as defined below)therein) and the acceleration of the Senior Notes, together the Series EE Mortgage Bonds shall be redeemable in whole upon receipt by the Trustee (with unpaid interesta copy to the Company) of a written demand (hereinafter called a “EE Redemption Demand”) from the Senior Note Trustee stating that there has occurred under the Senior Note Indenture both an Event of Default and a declaration of acceleration of payment of principal, accrued interest and premium, if any, accrued thereon to, but excludingon the Senior Notes specifying the last date to which interest on such Senior Notes has been paid (such date being hereinafter referred to as the “EE Initial Interest Accrual Date”) and demanding redemption of the Series EE Mortgage Bonds. The Company waives any right it may have to prior notice of such redemption under the Indenture. Upon surrender of the Series EE Mortgage Bonds by the Senior Note Trustee to the Trustee, the applicable Redemption Date. “Redemption Price” Series EE Mortgage Bonds shall mean an amount be redeemed 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 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 thereof plus accrued interest thereon from 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 EE Initial Interest Accrual Date to the proposed Redemption Date. In redemption date; provided, however, that in the event of redemption a rescission or annulment of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name acceleration of the Holder hereof upon Senior Notes pursuant to the surrender hereof. If less than all last paragraph of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount Section 8.01(a) of the interest of each direct participant in the Trust Senior Note Indenture, then any EE Redemption Demand shall thereby be deemed to be redeemedrescinded by the Senior Note Trustee although no such rescission or annulment shall extend to or affect any subsequent default or impair any right consequent thereon.

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, as applicableat the Company’s option. If the Notes are redeemed before the Par Call Date, prior the Notes shall be redeemed at a Redemption Price equal to the Stated Maturity greater of (i) 100% of the principal amount of the Notes to be redeemed on the Redemption Date, in increments and (ii) the sum of $1,000 the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed on that Redemption Date that would have been due if the notes matured on the Par Call 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 applicable Redemption Price (Treasury Rate, as defined below)determined by the Reference Treasury Dealer, together with plus 25 basis points, plus accrued and unpaid interest, if any, accrued thereon interest on the Notes being redeemed to, but excluding, the applicable Redemption Date. “If the Notes are redeemed by the Company on or after the Par Call Date, the Notes will be redeemed by the Company at a Redemption Price” shall mean an amount 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 that are to be redeemed by Principal Life by (B) so redeemed, plus accrued and unpaid interest on the outstanding principal amount of Notes to, but excluding, 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 The Company may provide in such notice that payment of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name such Redemption Price and performance of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select Company’s obligations with respect to such redemption or purchase may be performed 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 redeemedanother Person.