Section of Section of Trust Indenture Act Guarantee of 1939, as amended Agreement ------------------- --------- 310(a).......................................... 4.1(a) 310(b).......................................... 4.1(c), 208...Guarantee Agreement • December 19th, 2003 • Principal Financial Group Inc • Accident & health insurance • New York
1 EXHIBIT 10.8 CHANGE OF CONTROL SUPPLEMENT AND AMENDMENT TO EMPLOYMENT AGREEMENT FOR J. BARRY GRISWELL 2 TABLE OF CONTENTSEmployment Agreement • June 8th, 2001 • Principal Financial Group Inc • Iowa
EXHIBIT 4.16 AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • December 19th, 2003 • Principal Financial Group Inc • Accident & health insurance • Delaware
TRUST AGREEMENT AmongTrust Agreement • December 19th, 2003 • Principal Financial Group Inc • Accident & health insurance • Delaware
EXHIBIT 4.07 TRUST AGREEMENT This TRUST AGREEMENT, dated as of December 16, 2003, between Principal Financial Group, Inc., a Delaware corporation, as "Depositor" and Wilmington Trust Company, a Delaware banking corporation as "Trustee". The Depositor...Trust Agreement • December 19th, 2003 • Principal Financial Group Inc • Accident & health insurance • Delaware
GUARANTEEGuarantee • January 25th, 2006 • Principal Financial Group Inc • Accident & health insurance • New York
WITNESSETH:Rights Agreement • June 8th, 2001 • Principal Financial Group Inc • Delaware
Exhibit 1.1 3,000,000 SHARES, SERIES A NON-CUMULATIVE PERPETUAL PREFERRED STOCK 10,000,000 SHARES, SERIES B NON-CUMULATIVE PERPETUAL PREFERRED STOCK PRINCIPAL FINANCIAL GROUP, INC. UNDERWRITING AGREEMENT June 14, 2005 LEHMAN BROTHERS INC. As...Underwriting Agreement • June 17th, 2005 • Principal Financial Group Inc • Accident & health insurance • New York
TO THE BANK OF NEW YORK TrusteeSubordinated Indenture • December 19th, 2003 • Principal Financial Group Inc • Accident & health insurance • New York
ARTICLE 3 DELIVERY OF FUNDING AGREEMENTS AND GUARANTEESCustodial Agreement • January 25th, 2006 • Principal Financial Group Inc • Accident & health insurance • New York
EXHIBIT 4.8 MTN GLOBAL FUNDING AGREEMENT Principal Life Insurance Company 711 High Street Des Moines, Iowa 50392-0001 (515) 247-5111 In consideration of the payment made by, or at the direction of, PRINCIPAL LIFE INCOME FUNDINGS TRUST o (the...Funding Agreement • January 25th, 2006 • Principal Financial Group Inc • Accident & health insurance
ARTICLE I. DEFINITIONSEmployment Agreement • June 8th, 2001 • Principal Financial Group Inc
PRINCIPAL FINANCIAL GROUP, INC. and PRINCIPAL FINANCIAL SERVICES, INC., as guarantor to THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee SUBORDINATED INDENTURE Dated as ofSubordinated Indenture • June 11th, 2008 • Principal Financial Group Inc • Accident & health insurance • New York
SUBORDINATED INDENTURE, dated as of , between PRINCIPAL FINANCIAL GROUP, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), PRINCIPAL FINANCIAL SERVICES, INC., a corporation duly organized and existing under the laws of the State of Iowa and a wholly-owned subsidiary of the Company, as guarantor (herein called the “Subsidiary Guarantor”), each having its principal office at 711 High Street, Des Moines, Iowa 50392, and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association incorporated and existing under the laws of the United States of America, as Trustee (herein called the “Trustee”).
1 EXHIBIT 1.1 PRINCIPAL FINANCIAL GROUP, INC. COMMON STOCK, $.01 PAR VALUE UNDERWRITING AGREEMENT (U.S. VERSION)Underwriting Agreement • August 29th, 2001 • Principal Financial Group Inc • Accident & health insurance • New York
among PRINCIPAL FINANCIAL GROUP (AUSTRALIA) HOLDINGS PTY LIMITED (ACN 087 430 331) as Issuer and PRINCIPAL FINANCIAL SERVICES, INC. as Guarantor and U.S. BANK TRUST NATIONAL ASSOCIATION as Fiscal AgentFiscal Agency Agreement • June 8th, 2001 • Principal Financial Group Inc • New York
Exhibit 99.2 PRINCIPAL FINANCIAL GROUP, INC. Series A Non-Cumulative Perpetual Preferred Stock (Ten-Year Initial Fixed Rate Period) (Liquidation Preference Equivalent to $100 Per Share of Series A Preferred Stock) Series B Non- Cumulative Perpetual...Calculation Agent Agreement • June 17th, 2005 • Principal Financial Group Inc • Accident & health insurance • New York
ARTICLE I DEFINITIONSExpense and Indemnity Agreement • December 22nd, 2005 • Principal Financial Group Inc • Accident & health insurance • New York
SECTION A TRUST AGREEMENTOmnibus Instrument • January 25th, 2006 • Principal Financial Group Inc • Accident & health insurance • New York
1 EXHIBIT 10.9 PRINCIPAL MUTUAL HOLDING COMPANY AND PRINCIPAL LIFE INSURANCE COMPANY CHANGE OF CONTROL EMPLOYMENT AGREEMENT (TIER ONE EXECUTIVES) 2 TABLE OF CONTENTSChange of Control Employment Agreement • June 8th, 2001 • Principal Financial Group Inc • Iowa
GUARANTEE from PRINCIPAL FINANCIAL SERVICES, INC., as Guarantor to THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee Dated as of November 16, 2012Guarantee • November 16th, 2012 • Principal Financial Group Inc • Accident & health insurance • New York
This Guarantee (this “Guarantee”) is made and entered into as of November 16, 2012, from PRINCIPAL FINANCIAL SERVICES, INC., a corporation duly organized and existing under the laws of the State of Iowa, as guarantor (herein called the “Guarantor,” which term includes any successor hereunder), to THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association incorporated and existing under the laws of the United States of America, as trustee (the “Trustee,” as further defined in the Indenture hereinafter referred to). Defined terms used herein without definition shall have the meanings given to them in the Senior Indenture, dated as of May 21, 2009, among Principal Financial Group, Inc., a Delaware corporation (the “Company,” as further defined in the Indenture hereinafter referred to), the Guarantor and the Trustee, as supplemented by the Sixth Supplemental Indenture, dated as of November 16, 2012, among the Company, the Guarantor and the Trustee with respect to the S
GUARANTEE from PRINCIPAL FINANCIAL SERVICES, INC., as Guarantor to THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee Dated as of March 8, 2023 GUARANTEEGuarantee • March 8th, 2023 • Principal Financial Group Inc • Accident & health insurance • New York
This Guarantee (this “Guarantee”) is made and entered into as of March 8, 2023 from PRINCIPAL FINANCIAL SERVICES, INC., a corporation duly organized and existing under the laws of the State of Iowa, as guarantor (herein called the “Guarantor,” which term includes any successor hereunder), to THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association incorporated and existing under the laws of the United States of America, as trustee (the “Trustee,” as further defined in the Indenture hereinafter referred to). Defined terms used herein without definition shall have the meanings given to them in the Senior Indenture, dated as of May 21, 2009, among Principal Financial Group, Inc., a Delaware corporation (the “Company,” as further defined in the Indenture hereinafter referred to), the Guarantor and the Trustee, as supplemented by the Fifteenth Supplemental Indenture, dated as of March 8, 2023, among the Company, the Guarantor and the Trustee with respect to the Senior
Principal Financial Group, Inc. Underwriting AgreementUnderwriting Agreement • October 17th, 2006 • Principal Financial Group Inc • Accident & health insurance • New York
Goldman, Sachs & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. Incorporated As representatives of the several Underwriters named in Schedule I hereto c/o Goldman, Sachs & Co. 85 Broad Street New York, New York 10004
EXHIBIT 4.11 CLOSING INSTRUMENT WHEREAS, the parties named herein desire to enter into certain Program Documents contained herein, each such document dated as of this o day of o, 200o (the "Original Issue Date"), relating to the issuance by Principal...Closing Instrument • January 25th, 2006 • Principal Financial Group Inc • Accident & health insurance
TOSenior Indenture • December 19th, 2003 • Principal Financial Group Inc • Accident & health insurance • New York
100,000,000 2.125% Senior Notes due 2030 Underwriting AgreementUnderwriting Agreement • August 6th, 2020 • Principal Financial Group Inc • Accident & health insurance • New York
5.500% Senior Notes due 2053 PRINCIPAL FINANCIAL GROUP, INC., as Issuer, and PRINCIPAL FINANCIAL SERVICES, INC., as Guarantor and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee SIXTEENTH SUPPLEMENTAL INDENTURE Dated as of March 8, 2023Senior Notes Indenture • March 8th, 2023 • Principal Financial Group Inc • Accident & health insurance • New York
SIXTEENTH SUPPLEMENTAL INDENTURE, dated as of March 8, 2023, among PRINCIPAL FINANCIAL GROUP, INC., a corporation duly organized and existing under the laws of the State of Delaware (the “Company,” as further defined in the Original Indenture hereinafter referred to), PRINCIPAL FINANCIAL SERVICES, INC., a corporation duly organized and existing under the laws of the State of Iowa, as guarantor (the “Guarantor,” as further defined in the Original Indenture hereinafter referred to), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association incorporated and existing under the laws of the United States of America, as trustee (the “Trustee,” as further defined in the Original Indenture hereinafter referred to).
Exhibit 99.1 Principal Financial Group, Inc. Series A Non-Cumulative Perpetual Preferred Stock (Ten-Year Initial Fixed Rate Period) (Liquidation Preference Equivalent to $100 Per Share of Series A Preferred Stock) Series B Non- Cumulative Perpetual...Remarketing Agreement • June 17th, 2005 • Principal Financial Group Inc • Accident & health insurance • New York
TO THE BANK OF NEW YORK TrusteeSubordinated Indenture • February 23rd, 2004 • Principal Financial Group Inc • Accident & health insurance • New York
PRINCIPAL LIFE INSURANCE COMPANY Secured Medium-Term Notes Program Principal® Life CoreNotes® Program Secured Medium-Term Notes Retail Program DISTRIBUTION AGREEMENTDistribution Agreement • February 14th, 2006 • Principal Financial Group Inc • Accident & health insurance • New York
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.
Principal Financial Group, Inc. $400,000,000 3.400% Senior Notes due 2025Underwriting Agreement • May 7th, 2015 • Principal Financial Group Inc • Accident & health insurance • New York
Principal Financial Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), and for whom each of you are acting as representatives (the “Representatives”), an aggregate of $400,000,000 principal amount of the Company’s 3.400% Senior Notes due 2025 (the “Securities”) to be issued pursuant to the Indenture (as defined below).
FIVE-YEAR CREDIT AGREEMENT Dated as of October 18, 2022 among PRINCIPAL LIFE INSURANCE COMPANY, as Borrower, PRINCIPAL FINANCIAL GROUP, INC., and PRINCIPAL FINANCIAL SERVICES, INC., as Guarantors, WELLS FARGO BANK, NATIONAL ASSOCIATION, as...Five-Year Credit Agreement • October 24th, 2022 • Principal Financial Group Inc • Accident & health insurance • New York
This FIVE-YEAR CREDIT AGREEMENT (“Agreement”) is entered into as of October 18, 2022, among PRINCIPAL LIFE INSURANCE COMPANY, an Iowa domiciled insurance company (“PLIC” or “Borrower”), PRINCIPAL FINANCIAL GROUP, INC., a Delaware corporation (“PFG”), PRINCIPAL FINANCIAL SERVICES, INC., an Iowa corporation (“PFSI” and, together with PFG, each a “Guarantor” and collectively, the “Guarantors”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent.
PRINCIPAL FINANCIAL GROUP, INC. and PRINCIPAL FINANCIAL SERVICES, INC., as guarantor and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee JUNIOR SUBORDINATED INDENTURE Dated as of May 7, 2015Junior Subordinated Indenture • May 7th, 2015 • Principal Financial Group Inc • Accident & health insurance • New York
JUNIOR SUBORDINATED INDENTURE, dated as of May 7, 2015, among PRINCIPAL FINANCIAL GROUP, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company,” as such term is further defined herein), PRINCIPAL FINANCIAL SERVICES, INC., a corporation duly organized and existing under the laws of the State of Iowa, as guarantor (herein called the “Subsidiary Guarantor,” as such term is further defined herein), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association incorporated and existing under the laws of the United States of America, as Trustee (herein called the “Trustee,” as such term is further defined herein).
PRINCIPAL FINANCIAL GROUP, INC. and PRINCIPAL FINANCIAL SERVICES, INC., as guarantor and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee SENIOR INDENTURE Dated as of May 21, 2009Senior Indenture • May 21st, 2009 • Principal Financial Group Inc • Accident & health insurance • New York
SENIOR INDENTURE, dated as of May 21, 2009, among PRINCIPAL FINANCIAL GROUP, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company,” as such term is further defined herein), PRINCIPAL FINANCIAL SERVICES, INC., a corporation duly organized and existing under the laws of the State of Iowa, as guarantor (herein called the “Subsidiary Guarantor,” as such term is further defined herein), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association incorporated and existing under the laws of the United States of America, as Trustee (herein called the “Trustee,” as such term is further defined herein).
ADMINISTRADORA DE FONDOS DE PENSIONES CUPRUM S.A. SALE AND PURCHASE PROMISE AGREEMENT EMPRESAS PENTA S.A. and INVERSIONES BANPENTA LIMITADA, as Promising Sellers and PRINCIPAL FINANCIAL SERVICES, INC., as Promising BuyerSale and Purchase Promise Agreement • November 13th, 2012 • Principal Financial Group Inc • Accident & health insurance
NOW, THEREFORE, in consideration of the premises above, the Parties have agreed on the following sale and purchase promise agreement, hereinafter the “Agreement”.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 7th, 2008 • Principal Financial Group Inc • Accident & health insurance
This AMENDMENT, dated as of March 20, 2008, by and between Principal Financial Group, Inc., a Delaware corporation (together with all successors thereto “PFGI”), Principal Financial Securities, Inc., an Iowa corporation, and Principal Life Insurance Company, an Iowa corporation (together with all successors thereto “Life”) (each of the foregoing referred to individually as a “Company” or, collectively, as “Companies”) and J. Barry Griswell (“Executive”), is to that certain Employment Agreement dated as of April 1, 2004, by and between Companies and Executive (as supplemented to date, the “Agreement”).
