Common use of RETAIL PURCHASERS Clause in Contracts

RETAIL PURCHASERS. As compensation for the services of the Retail Agent hereunder, the relevant Trust shall pay the Retail Agent, on a discount basis, a commission for the sale of each Note to retail purchasers equal to the principal amount of such Note multiplied by the appropriate percentage set forth below: PERCENT OF MATURITY RANGES PRINCIPAL AMOUNT ----------------------------------- ---------------- From 9 months to less than 1.5 years .125% From 1.5 years to less than 2 years .200 From 2 years to less than 3 years .400 From 3 years to less than 4 years .625 From 4 years to less than 5 years .750 From 5 years to less than 6 years 1.000 From 6 years to less than 7 years 1.100 From 7 years to less than 8 years 1.200 From 8 years to less than 9 years 1.300 From 9 years to less than 10 years 1.400 From 10 years to less than 11 years 1.500 From 11 years to less than 12 years 1.600 From 12 years to less than 15 years 1.750 From 15 years to less than 20 years 2.000 From 20 years to 30 years To be negotiated at time of sale EXHIBIT A [ATTACH FORM OF OPINION OF INTERNAL COUNSEL FOR THE COMPANY] EXHIBIT B [ATTACH FORM OF NEGATIVE ASSURANCE LETTER OF PRINCIPAL ENTITIES COUNSEL] EXHIBIT C [ATTACH FORM OF OPINION OF PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN IOWA INSOLVENCY MATTERS] EXHIBIT D [ATTACH FORM OF OPINION OF PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN FEDERAL SECURITIES MATTERS] EXHIBIT E [ATTACH FORM OF OPINION OF PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN NEW YORK LAW MATTERS] EXHIBIT F [ATTACH FORM OF OPINION OF PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN DELAWARE LAW MATTERS RELATING TO THE GUARANTOR] EXHIBIT G [ATTACH FORM OF OPINION OF PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN TAX MATTERS] EXHIBIT H [ATTACH FORM OF MEMORANDUM OF PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN INSURANCE MATTERS] EXHIBIT I [ATTACH FORM OF OPINION OF PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN INSURANCE MATTERS] EXHIBIT J [ATTACH FORM OF OPINION OF AGENTS COUNSEL] EXHIBIT K [ATTACH FORM OF OPINION OF COUNSEL FOR THE TRUSTEE] EXHIBIT L [ATTACH FORM OF OPINION OF COUNSEL FOR THE INDENTURE TRUSTEE] EXHIBIT M [ATTACH FORM OF OPINION OF COUNSEL FOR THE TRUST BENEFICIAL OWNER] M-1 EXHIBIT N FORM OF COMFORT LETTER We are independent public accountants with respect to the Guarantor and its subsidiaries within the meaning of the 1933 Act and the 1933 Act Regulations and:

RETAIL PURCHASERS. As compensation for the services of the Retail Agent hereunder, the relevant Trust shall pay the Retail Agent, on a discount basis, a commission for the sale of each Note to retail purchasers equal to the principal amount of such Note multiplied by the appropriate percentage set forth below: PERCENT OF MATURITY RANGES PRINCIPAL AMOUNT ----------------------------------- --------------- ---------------- From 9 months to less than 1.5 years .125% From 1.5 years to less than 2 years .200 From 2 years to less than 3 years .400 From 3 years to less than 4 years .625 From 4 years to less than 5 years .750 From 5 years to less than 6 years 1.000 From 6 years to less than 7 years 1.100 From 7 years to less than 8 years 1.200 From 8 years to less than 9 years 1.300 From 9 years to less than 10 years 1.400 From 10 years to less than 11 years 1.500 From 11 years to less than 12 years 1.600 From 12 years to less than 15 years 1.750 From 15 years to less than 20 years 2.000 From 20 years to 30 years To be negotiated at time of sale EXHIBIT A [ATTACH FORM OF A-1 OPINION OF INTERNAL IOWA COUNSEL FOR THE COMPANY] COMPANY See attached. EXHIBIT A-2 OPINION OF INTERNAL COLORADO COUNSEL FOR THE COMPANY See attached. EXHIBIT B [ATTACH FORM OF NEGATIVE ASSURANCE LETTER OF PRINCIPAL ENTITIES COUNSEL] COMPANY COUNSEL See attached. EXHIBIT C [ATTACH FORM OF OPINION OF PRINCIPAL ENTITIES COMPANY COUNSEL CONCERNING CERTAIN IOWA INSOLVENCY MATTERS] MATTERS See attached. EXHIBIT D [ATTACH FORM OF OPINION OF PRINCIPAL ENTITIES COMPANY COUNSEL CONCERNING CERTAIN FEDERAL SECURITIES MATTERS] MATTERS See attached. EXHIBIT E [ATTACH FORM OF OPINION OF PRINCIPAL ENTITIES COMPANY COUNSEL CONCERNING CERTAIN NEW YORK YORK, ILLINOIS AND FEDERAL LAW MATTERS] MATTERS See attached. EXHIBIT F [ATTACH FORM OF OPINION OF PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN DELAWARE LAW MATTERS RELATING TO THE GUARANTOR] EXHIBIT G [ATTACH FORM OF OPINION OF PRINCIPAL ENTITIES COMPANY COUNSEL CONCERNING CERTAIN TAX MATTERS] MATTERS See attached. EXHIBIT H [ATTACH FORM OF G MEMORANDUM OF PRINCIPAL ENTITIES COMPANY COUNSEL CONCERNING CERTAIN INSURANCE MATTERS] MATTERS See attached. EXHIBIT I [ATTACH FORM OF H OPINION OF PRINCIPAL ENTITIES COMPANY COUNSEL CONCERNING CERTAIN INSURANCE MATTERS] MATTERS See attached. EXHIBIT J [ATTACH FORM OF I OPINION OF AGENTS COUNSEL] COUNSEL See attached. EXHIBIT K [ATTACH FORM OF J OPINION OF COUNSEL FOR THE TRUSTEE] TRUSTEE See attached. EXHIBIT L [ATTACH FORM OF K OPINION OF COUNSEL FOR THE INDENTURE TRUSTEE] TRUSTEE See attached. EXHIBIT M [ATTACH FORM OF L OPINION OF COUNSEL FOR THE TRUST BENEFICIAL OWNER] M-1 OWNER See attached. EXHIBIT N M FORM OF COMFORT AGENT ACCESSION LETTER We are independent public accountants with respect to the Guarantor (ON LETTERHEAD OF THE COMPANY) [Name of new Agent] [Address] Ladies and its subsidiaries within the meaning of the 1933 Act and the 1933 Act Regulations andGentlemen:

RETAIL PURCHASERS. As compensation for the services of any Agent acting in its capacity as Agent under the Retail Agent Programs hereunder, the relevant Trust shall pay the Retail such Agent, on a discount basis, a commission for the sale of each Note to retail purchasers equal to the principal amount of such Note multiplied by the appropriate percentage set forth below: PERCENT OF MATURITY RANGES PRINCIPAL AMOUNT ----------------------------------- ---------------- From 9 months to less than 1.5 years .125.125 % From 1.5 years to less than 2 years .200 From 2 years to less than 3 years .400 From 3 years to less than 4 years .625 From 4 years to less than 5 years .750 From 5 years to less than 6 years 1.000 From 6 years to less than 7 years 1.100 From 7 years to less than 8 years 1.200 From 8 years to less than 9 years 1.300 From 9 years to less than 10 years 1.400 From 10 years to less than 11 years 1.500 From 11 years to less than 12 years 1.600 From 12 years to less than 15 years 1.750 From 15 years to less than 20 years 2.000 From 20 years to 30 years To be negotiated at time of sale EXHIBIT A [ATTACH FORM OF OPINION OF INTERNAL COUNSEL FOR THE COMPANY] COMPANY EXHIBIT B [ATTACH FORM OF NEGATIVE ASSURANCE LETTER OF PRINCIPAL ENTITIES COUNSEL] COUNSEL EXHIBIT C [ATTACH FORM OF OPINION OF PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN IOWA INSOLVENCY MATTERS] MATTERS EXHIBIT D [ATTACH FORM OF OPINION OF PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN FEDERAL SECURITIES MATTERS] MATTERS EXHIBIT E [ATTACH FORM OF OPINION OF PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN NEW YORK LAW MATTERS] MATTERS EXHIBIT F [ATTACH FORM OF OPINION OF PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN DELAWARE LAW MATTERS RELATING TO THE GUARANTOR] EXHIBIT G [ATTACH FORM OF OPINION OF PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN TAX MATTERS] MATTERS EXHIBIT H [ATTACH FORM OF MEMORANDUM OF PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN INSURANCE MATTERS] MATTERS EXHIBIT I [ATTACH FORM OF OPINION OF PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN INSURANCE MATTERS] MATTERS EXHIBIT J [ATTACH FORM OF OPINION OF AGENTS COUNSEL] COUNSEL EXHIBIT K [ATTACH FORM OF OPINION OF COUNSEL FOR THE TRUSTEE] TRUSTEE EXHIBIT L [ATTACH FORM OF OPINION OF COUNSEL FOR THE INDENTURE TRUSTEE] TRUSTEE EXHIBIT M [ATTACH FORM OF OPINION OF COUNSEL FOR THE TRUST BENEFICIAL OWNER] M-1 OWNER EXHIBIT N FORM OF COMFORT AGENT ACCESSION LETTER (ON LETTERHEAD OF THE COMPANY) [Name of new Agent] [Address] Ladies and Gentlemen: We are independent public accountants with respect refer to the Guarantor and its subsidiaries within the meaning Distribution Agreement, dated •, 2006, entered into in respect of the 1933 Act Secured Medium-Term Notes Program (such agreement, as modified or amended from time to time, the “Distribution Agreement”) among ourselves, Principal Financial Group, Inc., [specify Trust(s)] and the 1933 Act Regulations and:Agents from time to time party thereto, and have the pleasure of inviting you to become an Agent [but only in respect of [specify series of Notes (the “Notes”)]]1 subject to and in accordance with the terms of the Distribution Agreement, a copy of which has been supplied to you by us. In addition, we enclose letters from counsel to [___] entitling you to rely on the original letters referred to in Section 7(b) to the Distribution Agreement, as such letters may have been amended or supplemented, together with copies of such original, amended or supplemented letters. Please return to us a copy of this letter signed by an authorized signatory whereupon you will become an Agent for the purposes of the Distribution Agreement, with all the authority, rights, powers, duties and obligations of an Agent under the Distribution Agreement [except that, following the issue of the Notes, you shall have no further authority, rights, powers, duties or obligations except such as may have accrued or been incurred prior to, or in connection with, the issue of the Notes].2 This letter is governed by, and shall be construed in accordance with, the laws of the State of New York. The provisions of Section 19 of the Distribution Agreement shall apply to this letter as if set out herein in full. Yours faithfully, PRINCIPAL LIFE INSURANCE COMPANY By: Name: Title: 1 Insert where the new Agent is being appointed only in relation to a particular series. 2 Insert where the new Agent is being appointed only in relation to a particular series.

RETAIL PURCHASERS. As compensation for the services of any Agent acting in its capacity as Agent under the Retail Agent Programs hereunder, the relevant Trust shall pay the Retail such Agent, on a discount basis, a commission for the sale of each Note to retail purchasers equal to the principal amount of such Note multiplied by the appropriate percentage set forth below: PERCENT OF MATURITY RANGES PRINCIPAL AMOUNT ----------------------------------- ---------------- From 9 months to less than 1.5 years .125% From 1.5 years to less than 2 years .200 From 2 years to less than 3 years .400 From 3 years to less than 4 years .625 From 4 years to less than 5 years .750 From 5 years to less than 6 years 1.000 From 6 years to less than 7 years 1.100 From 7 years to less than 8 years 1.200 From 8 years to less than 9 years 1.300 From 9 years to less than 10 years 1.400 From 10 years to less than 11 years 1.500 From 11 years to less than 12 years 1.600 From 12 years to less than 15 years 1.750 From 15 years to less than 20 years 2.000 From 20 years to 30 years To be negotiated at time of sale EXHIBIT A [ATTACH FORM OF OPINION OF INTERNAL COUNSEL FOR THE COMPANY] COMPANY EXHIBIT B [ATTACH FORM OF NEGATIVE ASSURANCE LETTER OF PRINCIPAL ENTITIES COUNSEL] COUNSEL EXHIBIT C [ATTACH FORM OF OPINION OF PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN IOWA INSOLVENCY MATTERS] MATTERS EXHIBIT D [ATTACH FORM OF OPINION OF PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN FEDERAL SECURITIES MATTERS] MATTERS EXHIBIT E [ATTACH FORM OF OPINION OF PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN NEW YORK LAW MATTERS] MATTERS EXHIBIT F [ATTACH FORM OF OPINION OF PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN DELAWARE LAW MATTERS RELATING TO THE GUARANTOR] EXHIBIT G [ATTACH FORM OF OPINION OF PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN TAX MATTERS] MATTERS EXHIBIT H [ATTACH FORM OF MEMORANDUM OF PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN INSURANCE MATTERS] MATTERS EXHIBIT I [ATTACH FORM OF OPINION OF PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN INSURANCE MATTERS] MATTERS EXHIBIT J [ATTACH FORM OF OPINION OF AGENTS COUNSEL] COUNSEL EXHIBIT K [ATTACH FORM OF OPINION OF COUNSEL FOR THE TRUSTEE] TRUSTEE EXHIBIT L [ATTACH FORM OF OPINION OF COUNSEL FOR THE INDENTURE TRUSTEE] TRUSTEE EXHIBIT M [ATTACH FORM OF OPINION OF COUNSEL FOR THE TRUST BENEFICIAL OWNER] M-1 OWNER EXHIBIT N FORM OF COMFORT AGENT ACCESSION LETTER (ON LETTERHEAD OF THE COMPANY) [Name of new Agent] [Address] Ladies and Gentlemen: We are independent public accountants with respect refer to the Guarantor and its subsidiaries within the meaning Distribution Agreement, dated ___, 2007, entered into in respect of the 1933 Act Secured Medium-Term Notes Program (such agreement, as modified or amended from time to time, the “Distribution Agreement”) among ourselves, Principal Financial Group, Inc., [specify Trust(s)] and the 1933 Act Regulations and:Agents from time to time party thereto, and have the pleasure of inviting you to become an Agent [but only in respect of [specify series of Notes (the “Notes”)]]1 subject to and in accordance with the terms of the Distribution Agreement, a copy of which has been supplied to you by us. In addition, we enclose letters from counsel to [ ] entitling you to rely on the original letters referred to in Section 7(b) to the Distribution Agreement, as such letters may have been amended or supplemented, together with copies of such original, amended or supplemented letters. Please return to us a copy of this letter signed by an authorized signatory whereupon you will become an Agent for the purposes of the Distribution Agreement, with all the authority, rights, powers, duties and obligations of an Agent under the Distribution Agreement [except that, following the issue of the Notes, you shall have no further authority, rights, powers, duties or obligations except such as may have accrued or been incurred prior to, or in connection with, the issue of the Notes].2 This letter is governed by, and shall be construed in accordance with, the laws of the State of New York. The provisions of Section 19 of the Distribution Agreement shall apply to this letter as if set out herein in full. Yours faithfully, PRINCIPAL LIFE INSURANCE COMPANY By: Name: Title: 1 Insert where the new Agent is being appointed only in relation to a particular series. 2 Insert where the new Agent is being appointed only in relation to a particular series.

RETAIL PURCHASERS. As compensation for the services of the Retail Agent hereunder, the relevant Trust shall pay the Retail Agent, on a discount basis, a commission for the sale of each Note to retail purchasers equal to the principal amount of such Note multiplied by the appropriate percentage set forth below: PERCENT OF MATURITY RANGES PRINCIPAL AMOUNT ----------------------------------- --------------- ---------------- From 9 months to less than 1.5 years .125% From 1.5 years to less than 2 years .200 From 2 years to less than 3 years .400 From 3 years to less than 4 years .625 From 4 years to less than 5 years .750 From 5 years to less than 6 years 1.000 From 6 years to less than 7 years 1.100 From 7 years to less than 8 years 1.200 From 8 years to less than 9 years 1.300 From 9 years to less than 10 years 1.400 From 10 years to less than 11 years 1.500 From 11 years to less than 12 years 1.600 From 12 years to less than 15 years 1.750 From 15 years to less than 20 years 2.000 From 20 years to 30 years To be negotiated at time of sale * Company to provide updated chart. EXHIBIT A [ATTACH FORM OF A-1 OPINION OF INTERNAL IOWA COUNSEL FOR THE COMPANY] COMPANY See attached. EXHIBIT A-2 OPINION OF INTERNAL COLORADO COUNSEL FOR THE COMPANY See attached. A-2-1 EXHIBIT B [ATTACH FORM OF --------- NEGATIVE ASSURANCE LETTER OF PRINCIPAL ENTITIES COUNSEL] COMPANY COUNSEL See attached. EXHIBIT C [ATTACH FORM OF OPINION OF PRINCIPAL ENTITIES COMPANY COUNSEL CONCERNING CERTAIN IOWA INSOLVENCY MATTERS] MATTERS See attached. EXHIBIT D [ATTACH FORM OF OPINION OF PRINCIPAL ENTITIES COMPANY COUNSEL CONCERNING CERTAIN FEDERAL SECURITIES MATTERS] MATTERS See attached. EXHIBIT E [ATTACH FORM OF OPINION OF PRINCIPAL ENTITIES COMPANY COUNSEL CONCERNING CERTAIN NEW YORK YORK, ILLINOIS AND FEDERAL LAW MATTERS] MATTERS See attached. EXHIBIT F [ATTACH FORM OF OPINION OF PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN DELAWARE LAW MATTERS RELATING TO THE GUARANTOR] EXHIBIT G [ATTACH FORM OF OPINION OF PRINCIPAL ENTITIES COMPANY COUNSEL CONCERNING CERTAIN TAX MATTERS] MATTERS See attached. EXHIBIT H [ATTACH FORM OF MEMORANDUM OF PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN INSURANCE MATTERS] EXHIBIT I [ATTACH FORM OF OPINION OF PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN INSURANCE MATTERS] EXHIBIT J [ATTACH FORM OF G OPINION OF AGENTS COUNSEL] COUNSEL See attached. EXHIBIT K [ATTACH FORM OF H OPINION OF COUNSEL FOR THE TRUSTEE] TRUSTEE See attached. EXHIBIT L [ATTACH FORM OF I OPINION OF COUNSEL FOR THE INDENTURE TRUSTEE] EXHIBIT M [ATTACH FORM OF TRUSTEE See attached. Exhibit J OPINION OF COUNSEL FOR THE TRUST BENEFICIAL OWNER] M-1 OWNER See attached. Exhibit K NEGATIVE ASSURANCE LETTER OF AGENTS COUNSEL See attached EXHIBIT N L FORM OF COMFORT AGENT ACCESSION LETTER We are independent public accountants with respect to the Guarantor (ON LETTERHEAD OF THE COMPANY) [Name of new Agent] [Address] Ladies and its subsidiaries within the meaning of the 1933 Act and the 1933 Act Regulations andGentlemen:

RETAIL PURCHASERS. As compensation for the services of the Retail Agent hereunder, the relevant Trust shall pay the Retail Agent, on a discount basis, a commission for the sale of each Note to retail purchasers equal to the principal amount of such Note multiplied by the appropriate percentage set forth below: PERCENT OF MATURITY RANGES PRINCIPAL AMOUNT ----------------------------------- --------------- ---------------- From 9 months to less than 1.5 years .125% From 1.5 years to less than 2 years .200 From 2 years to less than 3 years .400 From 3 years to less than 4 years .625 From 4 years to less than 5 years .750 From 5 years to less than 6 years 1.000 From 6 years to less than 7 years 1.100 From 7 years to less than 8 years 1.200 From 8 years to less than 9 years 1.300 From 9 years to less than 10 years 1.400 From 10 years to less than 11 years 1.500 From 11 years to less than 12 years 1.600 From 12 years to less than 15 years 1.750 From 15 years to less than 20 years 2.000 From 20 years to 30 years To be negotiated at time of sale EXHIBIT A [ATTACH FORM OF OPINION OF INTERNAL COUNSEL FOR THE COMPANY] EXHIBIT B [ATTACH FORM OF NEGATIVE ASSURANCE LETTER OF PRINCIPAL ENTITIES COUNSEL] EXHIBIT C [ATTACH FORM OF OPINION OF PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN IOWA INSOLVENCY MATTERS] EXHIBIT D [ATTACH FORM OF OPINION OF PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN FEDERAL SECURITIES MATTERS] EXHIBIT E [ATTACH FORM OF OPINION OF PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN NEW YORK LAW MATTERS] EXHIBIT F [ATTACH FORM OF OPINION OF PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN DELAWARE LAW MATTERS RELATING TO THE GUARANTOR] EXHIBIT G [ATTACH FORM OF OPINION OF PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN TAX MATTERS] EXHIBIT H [ATTACH FORM OF MEMORANDUM OF PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN INSURANCE MATTERS] EXHIBIT I [ATTACH FORM OF OPINION OF PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN INSURANCE MATTERS] EXHIBIT J [ATTACH FORM OF OPINION OF AGENTS COUNSEL] EXHIBIT K [ATTACH FORM OF OPINION OF COUNSEL FOR THE TRUSTEE] EXHIBIT L [ATTACH FORM OF OPINION OF COUNSEL FOR THE INDENTURE TRUSTEE] EXHIBIT M [ATTACH FORM OF OPINION OF COUNSEL FOR THE TRUST BENEFICIAL OWNER] M-1 EXHIBIT N FORM OF COMFORT LETTER We are independent public accountants with respect to the Guarantor and its subsidiaries within the meaning of the 1933 Act and the 1933 Act Regulations and: