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 Life Income
Fundings Trust o (the "Trust") of Notes to investors under Principal Life's
secured notes program;
WHEREAS, the Trust is a trust organized under, and its activities will
be governed by, the provisions of the Trust Agreement as set forth in the
omnibus instrument related to the Trust dated as of the date of the Pricing
Supplement (the "Omnibus Instrument");
WHEREAS, certain licensing arrangements between the Trust and Principal
Financial Services, Inc. will be governed pursuant to the provisions of the
License Agreement, as set forth in the Omnibus Instrument;
WHEREAS, the Notes will be issued pursuant to the Indenture, as set
forth in the Omnibus Instrument (the "Indenture");
WHEREAS, the sale of the Notes will be governed by the Terms Agreement,
as set forth in the Omnibus Instrument;
WHEREAS, certain custodial arrangements of the Funding Agreement and
the Guarantee will be governed pursuant to the provisions of the Custodial
Agreement dated as of February o, 2004 by and among Bankers Trust Company, N.A.,
acting as custodian (the "Custodian"), the Indenture Trustee and the Trustee, on
behalf of the Trust;
WHEREAS, certain agreements relating to the Notes, the Funding
Agreement and the Guarantee are set forth in the Coordination Agreement, as set
forth in the Omnibus Instrument.
All capitalized terms used herein and not otherwise defined will have
the meanings set forth in the Indenture.
[Remainder of Page Intentionally Left Blank]
PART I
INSTRUCTIONS OF THE TRUST
As of the Original Issue Date, the Trust herewith delivers to the
Indenture Trustee, or has caused to be delivered to the Indenture Trustee, the
Notes specified in the Pricing Supplement, having the initial principal amount
as set in the Pricing Supplement.
As of the Original Issue Date, the Trust hereby instructs the Indenture
Trustee to take all actions required to be taken with respect to the Notes under
Section 2.05(e) of the Indenture.
As of the Original Issue Date, Principal Life and the Trust hereby
direct the Indenture Trustee to deposit the Net Proceeds to the Trust (as
specified in the Pricing Supplement) in respect of the Notes to:
o
ABA #: o
Account #: o
Contract # :o
As of the Original Issue Date, the agent(s) specified in the Pricing
Supplement hereby direct the Indenture Trustee to deliver the Notes as follows:
[Insert delivery Instructions]
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I-1
PART II
ACKNOWLEDGMENT OF INDENTURE TRUSTEE CONCERNING THE NOTES
The Indenture Trustee certifies, as of the Original Issue Date, the
following:
(a) The Indenture Trustee acknowledges receipt of the Notes; and
(b) The Indenture Trustee (including in its capacity as Registrar) has
taken all action required to be taken with respect to the Notes under Section
2.05(e) of the Indenture.
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II-1
PART III
CERTIFICATE REGARDING CUSTODY OF THE FUNDING AGREEMENT AND THE GUARANTEE
In connection with the issuance of the Funding Agreement and the
Guarantee, the Assignment of Funding Agreement and Guarantee (set forth in Part
IV of this Closing Instrument), the Custodian hereby represents that it has
received delivery of the Funding Agreement and the Guarantee and is holding the
Funding Agreement and the Guarantee for the benefit of the Indenture Trustee and
that the Funding Agreement and the Guarantee are in the possession of the
Custodian at the address below:
Bankers Trust Company, N.A.
000 Xxxxxx Xxxxxx
Xxx Xxxxxx, Xxxx 00000-0000
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III-1
PART IV
ASSIGNMENT OF FUNDING AGREEMENT AND GUARANTEE
Pursuant to the terms of the Indenture, the Trust hereby grants to the
Indenture Trustee, for the benefit of the Holders of the Notes, a first priority
perfected security interest in, and collaterally assigns to the Indenture
Trustee, for the benefit of the Holders of the Notes, the Trust's right, title,
benefits, remedies and interests in, to and under the Funding Agreement, the
Guarantee and the other Collateral described in the Indenture and all of its
rights and privileges with respect to the Collateral and all income and profits
thereon, and all interest, dividends and other payments and distributions with
respect thereto, and all Proceeds of the foregoing.
Each of the Trust, the Indenture Trustee, Principal Life and PFG hereby
agrees that, in furtherance of the collateral assignment described above, until
such time as the Indenture Trustee notifies the Trust, Principal Life and PFG
that all obligations of the Trust pursuant or related to the Notes have been
paid or satisfied in full, the Indenture Trustee shall have and may exercise the
rights and remedies of an Agreement Holder (as defined in the Funding Agreement)
under the Funding Agreement and of the Trust under the Guarantee.
Notwithstanding the foregoing (and whether or not the foregoing notification is
given) and Section 5 of the Funding Agreement (which Principal Life acknowledges
and agrees has been complied with) all obligations, representations and
warranties of an Agreement Holder under the Funding Agreement and of the Trust
under the Guarantee shall nevertheless remain obligations, representations and
warranties of the Trust, as the case may be, and shall not be obligations of the
Indenture Trustee. Principal Life, PFG and the Trust hereby agree that, until
such time as the Indenture Trustee notifies the Trust, Principal Life and PFG
that all obligations of the Trust pursuant to or related to the Notes have been
paid or satisfied in full, Principal Life and PFG, as applicable, will comply
with instructions originated by the Indenture Trustee with respect to the
Funding Agreement and the Guarantee, as applicable, without further consent by
the Trust.
Principal Life and PFG hereby affirm that they have recorded the
collateral assignment and grant of the security interest on their books and
records to reflect the same described above. Principal Life and PFG each agree,
as applicable, that it will comply with all orders of the Indenture Trustee with
respect to the Funding Agreement and the Guarantee, as applicable without any
further consent of the Trust. Each of Principal Life and PFG hereby confirms
that it has received all documents and instruments which it requires pursuant to
the terms of the Funding Agreement and Guarantee, as applicable, in connection
with the collateral assignment and grant of such security interest and/or rights
of the Indenture Trustee hereunder.
Each of Principal Life and PFG hereby also represents that it has not
received any notice of any adverse claim to the Funding Agreement or Guarantee,
as applicable, other than the creation and perfection of a security interest in
the Funding Agreement and Guarantee, as applicable, and the proceeds thereof as
described herein.
The collateral assignment and grant of the security interest and this
instrument shall be governed by, and shall be construed and enforced in
accordance with, the laws of the State of New York, without regard to conflicts
of laws principles thereof, and shall be binding upon, and shall inure to the
benefit of, the parties hereto and their respective successors and assigns.
This instrument may not be amended, modified or waived without the
consent of the Indenture Trustee, the Trust, Principal Life and PFG.
The Custodian hereby acknowledges the terms of this Assignment of
Funding Agreement and Guarantee.
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IV-1
PART V
ACKNOWLEDGEMENT OF FUNDING AGREEMENT AND GUARANTEE ASSIGNMENT
Simultaneously herewith, Principal Life has issued the Funding
Agreement to the Trust and PFG has issued the Guarantee to the Trust. By this
instrument, the receipt of which Principal Life and PFG hereby acknowledge, the
Trust has informed Principal Life and PFG that it has conveyed and assigned (for
security purposes) all of its right, title, benefits, remedies and interests in,
to and under the Funding Agreement and the Guarantee to the Indenture Trustee
pursuant to the Indenture.
Principal Life and PFG hereby consent to the aforementioned assignment
of the Funding Agreement and the Guarantee, as applicable, with respect to the
assignment thereof to the Indenture Trustee under the Indenture. Principal Life
and PFG affirm that they have changed their books and records to reflect such
assignment and agree to make payments in accordance with the terms of the
Funding Agreement and the Guarantee, as applicable, to the Indenture Trustee.
Principal Life and PFG also agree that all of the covenants made in the Funding
Agreement and the Guarantee, as applicable, are also for the benefit of the
Indenture Trustee, and further agree that Principal Life and PFG shall deliver
to the Indenture Trustee duplicate original copies of all notices, statements,
communications and instruments delivered by Principal Life and PFG, as
applicable, to the Trust pursuant to the Funding Agreement and the Guarantee, as
applicable.
Principal Life and PFG agree to execute and deliver to the Trust and
the Indenture Trustee such documents and take such other action as the Trust and
the Indenture Trustee may reasonably request in order to ensure that the consent
granted by Principal Life and PFG pursuant to the preceding paragraph shall
remain continuously effective until the termination of the Funding Agreement and
the Guarantee, as applicable. The consent contained in the preceding paragraph
is coupled with an interest and shall be irrevocable.
This acknowledgment of collateral assignment and grant of security
interest and this instrument shall be governed by, and shall be construed and
enforced in accordance with, the laws of the State of New York, without regard
to conflicts of laws principles thereof, and shall be binding upon, and shall
inure to the benefit of, the parties hereto and their respective successors and
assigns.
This instrument may not be amended, modified or waived without the
consent of the Indenture Trustee, the Trust, Principal Life and PFG.
The Custodian hereby acknowledges the terms of this Acknowledgment of
Funding Agreement and Guarantee Assignment.
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V-1
PART VI
NOTICE OF SECURITY INTEREST
Pursuant to the Indenture, the Trust has collaterally assigned the
Funding Agreement and Guarantee to the Indenture Trustee pursuant to the
Indenture.
Notice is hereby given that the Indenture Trustee, on behalf of the
Holders of the Notes, has a security interest in the Collateral, including, but
not limited to, any and all payments to be made by Principal Life to the Trust
pursuant to the Funding Agreement and any and all payments to be made by PFG to
the Trust pursuant to the Guarantee. Each of Principal Life and PFG, by
executing this instrument, hereby (x) consents to the security interest granted
by the Trust, to the Indenture Trustee in the payments under the Funding
Agreement and Guarantee, as applicable, (y) agrees to make all payments due
under the Funding Agreement and Guarantee, as applicable, to the Collection
Account or any other account designated in writing to Principal Life or PFG, as
applicable, by the Indenture Trustee and (z) agrees to comply with all orders of
the Indenture Trustee with respect to the Funding Agreement and Guarantee, as
applicable, without any further consent from the Trust.
This notice of security interest shall be governed by, and shall be
construed and enforced in accordance with, the laws of the State of New York,
without regard to conflicts of laws principles thereof, and shall be binding
upon, and shall inure to the benefit of, the parties hereto and their respective
successors and assigns.
This instrument may not be amended, modified or waived without the
consent of the Indenture Trustee, the Trust, Principal Life and PFG.
The Custodian hereby acknowledges the terms of this Notice of Security
Interest.
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VI-1
PART VII
PRINCIPAL LIFE OFFICER'S CERTIFICATE
The undersigned, an authorized officer of Principal Life, does hereby
certify to each agent that is a party to the Terms Agreement (as defined in the
Omnibus Instrument) relating to the Notes, in such capacity and on behalf of
Principal Life, pursuant to the Distribution Agreement, that:
1. Since the respective dates as of which information is given in the
Prospectus (as defined in the Distribution Agreement), as of the date hereof,
there has been no material adverse change in the condition, financial or
otherwise, or in the earnings, business affairs or business prospects of
Principal Life and its subsidiaries considered as one enterprise, whether or not
arising in the ordinary course of business;
2. The representations and warranties of Principal Life contained in
the Distribution Agreement are true and correct with the same force and effect
as though expressly made at and as of the date hereof;
3. Principal Life has complied with all agreements and satisfied all
conditions on its part to be performed or satisfied at or prior to the date
hereof; and
4. No stop order suspending the effectiveness of the Registration
Statement (as defined in the Distribution Agreement) has been issued and no
proceedings for that purpose have been instituted or are pending or, to the best
of such person's knowledge, are threatened by the Commission (as defined in the
Distribution Agreement).
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VII-1
PART VIII
PFG OFFICER'S CERTIFICATE
The undersigned, an authorized officer of PFG, does hereby certify to
each Purchasing Agent that is a party to the Terms Agreement (as defined in the
Omnibus Instrument) relating to the Notes, in such capacity and on behalf of
PFG, pursuant to the Distribution Agreement, that:
1. Since the respective dates as of which information is given in the
Prospectus (as defined in the Distribution Agreement), as of the date hereof,
there has been no material adverse change in the condition, financial or
otherwise, or in the earnings, business affairs or business prospects of PFG and
its subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business;
2. The representations and warranties of PFG contained in the
Distribution Agreement are true and correct with the same force and effect as
though expressly made at and as of the date hereof;
3. PFG has complied with all agreements and satisfied all conditions on
its part to be performed or satisfied at or prior to the date hereof; and
4. No stop order suspending the effectiveness of the Registration
Statement (as defined in the Distribution Agreement) has been issued and no
proceedings for that purpose have been instituted or are pending or, to the best
of such person's knowledge, are threatened by the Commission (as defined in the
Distribution Agreement).
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VIII-1
PART IX
TRUST CERTIFICATE
The Trust does hereby certify to each Purchasing Agent that is a party
to the Terms Agreement (as defined in the Omnibus Instrument) relating to the
Notes, in such capacity and on behalf of the Trust, pursuant to the Distribution
Agreement and Terms Agreement, as applicable, that:
1. Since the respective dates as of which information is given in the
Prospectus (as defined in the Distribution Agreement), as of the date hereof,
there has been no material adverse change in the condition, financial or
otherwise, or in the earnings, business affairs or business prospects of the
Trust, whether or not arising in the ordinary course of business;
2. The representations and warranties of the Trust contained in the
Distribution Agreement are true and correct with the same force and effect as
though expressly made at and as of the date hereof; and
3. The Trust has complied with all agreements and satisfied all
conditions on its part to be performed or satisfied at or prior to the date
hereof.
[Remainder of Page Intentionally Left Blank]
IX-1
PART X
PRINCIPAL LIFE CERTIFICATION
Principal Life certifies, as of the Original Issue Date, that the
Principal Life Officer's Certificate, a copy of which is attached as Exhibit A
to this Closing Instrument, is true and correct and remains in full force and
effect.
[Remainder of Page Intentionally Left Blank]
X-1
PART XI
PFG CERTIFICATION
PFG certifies, as of the Original Issue Date, that the PFG Officer's
Certificate, a copy of which is attached as Exhibit B to this Closing
Instrument, is true and correct and remains in full force and effect.
[Remainder of Page Intentionally Left Blank]
XI-1
PART XII
INDENTURE TRUSTEE CERTIFICATION
The Indenture Trustee certifies, as of the Original Issue Date, that
the Indenture Trustee Officer's Certificate, a copy of which is attached as
Exhibit C to this Closing Instrument, is true and correct and remains in full
force and effect.
[Remainder of Page Intentionally Left Blank]
XII-1
PART XIII
TRUSTEE CERTIFICATION
The Trustee certifies, as of the Original Issue Date, that the Trustee
Officer's Certificate, a copy of which is attached as Exhibit D to this Closing
Instrument, is true and correct and remains in full force and effect.
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XIII-1
PART XIV
CROSS-RECEIPT
The Trust hereby acknowledges receipt of the Net Proceeds to the Trust
(as specified in the Pricing Supplement) from the Indenture Trustee and herewith
delivers to the Indenture Trustee, or has caused to be delivered to the
Indenture Trustee, the Notes, duly executed by the Trust pursuant to the
Indenture.
The Trust hereby acknowledges receipt of funds for the Trust Beneficial
Interest from or at the direction of the Trust Beneficial Owner and has caused
to be registered in the name of the Trust Beneficial Owner the Trust Beneficial
Interest pursuant to the Trust Agreement.
Principal Life hereby acknowledges receipt of the Net Proceeds to the
Trust and, for purposes of the Funding Agreement, the receipt of the Net
Proceeds to the Trust shall be deemed to be receipt by Principal Life in full of
the Net Deposit (as specified in the Funding Agreement). Principal Life herewith
delivers to the Indenture Trustee, or has caused to be delivered to the
Indenture Trustee, the Funding Agreement, duly executed by Principal Life.
The Custodian, on behalf of the Indenture Trustee, hereby acknowledges
receipt from Principal Life of the Funding Agreement.
The Custodian, on behalf of the Indenture Trustee, hereby acknowledges
receipt from PFG of the Guarantee.
The Trust Beneficial Owner hereby acknowledges ownership of the Trust
Beneficial Interest.
PFG and the Indenture Trustee hereby acknowledge the terms of this
Cross-Receipt.
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XIV-1
PART XV
MISCELLANEOUS AND EXECUTION PAGES
This Closing Instrument may be executed by each of the parties hereto
in any number of counterparts, and by each of the parties hereto on separate
counterparts, each of which counterparts, when so executed and delivered, shall
be deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.
Each signatory, by its execution hereof, does hereby become a party to
each of the agreements or instruments identified for such party as of the
Original Issue Date.
IN WITNESS WHEREOF, the undersigned have executed this Closing
Instrument with respect to the Trust, dated as of the date first written above.
By: PRINCIPAL LIFE INSURANCE COMPANY
(in executing below agrees and
becomes a party to (i) the
Instructions of the Trust set forth
in Part I herein, (ii) the
Assignment of Funding Agreement and
Guarantee set forth in Part IV
herein, (iii) the Acknowledgement
of Funding Agreement and Guarantee
Assignment set forth in Part V
herein, (iv) the Notice of Security
Interest set forth in Part VI
herein, (v) the Principal Life
Certification set forth in Part X
herein and (vi) the Cross-Receipt
set forth in Part XIV herein)
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
By: Principal Financial Group, Inc. (in
executing below agrees and becomes
a party to (i) the Assignment of
Funding Agreement and Guarantee set
forth in Part IV herein, (ii) the
Acknowledgement of Funding
Agreement and Guarantee Assignment
set forth in Part V herein, (iii)
the Notice of Security Interest set
forth in Part VI herein, (iv) the
PFG Certification set forth in Part
XI herein and (v) the Cross Receipt
set forth in Part XIV herein)
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
[Execution Page 1 of 4]
By: THE PRINCIPAL LIFE INCOME FUNDINGS
TRUST DESIGNATED IN THIS CLOSING
INSTRUMENT (in executing below
agrees and becomes party to (i) the
Instructions of the Trust set forth
in Part I herein, (ii) the
Assignment of Funding Agreement and
Guarantee set forth in Part IV
herein, (iii) the Acknowledgement
of Funding Agreement and Guarantee
Assignment set forth in Part V
herein, (iv) the Notice of Security
Interest set forth in Part VI
herein, (v) the Trust Certificate
set forth in Part IX herein and
(vi) the Cross-Receipt set forth in
Part XIV herein)
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
By: CITIBANK, N.A., in its capacity as
Indenture Trustee, Registrar,
Transfer Agent, Paying Agent and
Calculation Agent (in executing
below agrees and becomes party to
(i) the Instructions of the Trust
set forth in Part I herein, (ii)
the Acknowledgement of Indenture
Trustee Concerning the Notes set
forth in Part II herein, (iii) the
Assignment of Funding Agreement and
Guarantee set forth in Part IV
herein, (iv) the Acknowledgement of
Funding Agreement and Guarantee
Assignment set forth in Part V
herein, (v) the Notice of Security
Interest set forth in Part VI
herein, (vi) the Indenture Trustee
Certification set forth in Part XII
herein and (vii) the Cross Receipt
set forth in Part XIV herein)
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
[Execution Page 2 of 4]
By: U.S. BANK TRUST NATIONAL
ASSOCIATION, in its capacity as
Trustee (in executing below agrees
and becomes a party to the Trustee
Certification set forth in Part
XIII herein)
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
By: GSS HOLDINGS II, INC., in its
capacity as Trust Beneficial Owner
(in executing below agrees and
becomes a party to the
Cross-Receipt set forth in Part XIV
herein)
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
By: BANKERS TRUST COMPANY, N.A., in its
capacity as custodian (in executing
below agrees and becomes a party to
(i) the Certificate Regarding
Custody of the Funding Agreement
and the Guarantee set forth in Part
III herein, (ii) the Assignment of
Funding Agreement and Guarantee set
forth in Part IV herein, (iii) the
Acknowledgment of Funding Agreement
and Guarantee Assignment set forth
in Part V herein, (iv) the Notice
of Security Interest set forth in
Part VI herein and (v) the Cross
Receipt set forth in Part XIV
herein)
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
By: [Name], in his/her capacity as an
authorized officer of Principal
Life (in executing below agrees and
becomes a party to the Principal
Life Officer's Certificate set
forth in Part VII herein)
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
[Execution Page 3 of 4]
By: [Name], in his/her capacity as an
authorized officer of PFG (in
executing below agrees and becomes
a party to the PFG Officer's
Certificate set forth in Part VIII
herein)
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
By: [XXXXXXX LYNCH, PIERCE, XXXXXX &
XXXXX INCORPORATED] (in executing
below agrees and becomes a party to
the Instructions of the Trust set
forth in Part I herein)
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
[Execution Page 4 of 4]
EXHIBIT A
PRINCIPAL LIFE OFFICER'S CERTIFICATE
I, an officer of Principal Life Insurance Company, an insurance company
organized under the laws of Iowa ("Principal Life"), being fully aware of the
by-laws (the "By-Laws") and resolutions of Principal Life, hereby certify on
behalf of Principal Life that:
1. Attached hereto as Annex I is a true, correct and complete copy of the
Articles of Incorporation and, as Annex II, a true, correct and
complete copy of the By-Laws of Principal Life, together with all
amendments thereto, if any, as in full force from the date thereof
through to the Original Issue Date.
2. Attached hereto as Annex III is a true, correct and complete copy of
the resolution duly adopted by the Board of Directors of Principal Life
at a meeting duly called and held on ______, 2003, which resolution is
relevant to the Program, including the issuance of the Notes, and such
resolution has not been amended, modified or rescinded and remains in
full force and effect; and such resolution is the only resolution
adopted by Principal Life relating to the Program and the Notes.
3. Attached hereto as Annex IV is a list of each of the duly elected
officers of Principal Life holding on the Original Issue Date the
office or offices set forth opposite his or her name authorized on
behalf of Principal Life (i) to execute (manually or by facsimile) all
agreements, documents, notices, acknowledgements and certificates to
which Principal Life is a party or which Principal Life is required to
deliver in connection with the issuance of the Notes and (ii) to take
any other action on behalf of Principal Life in relation to the above
issue; and such signatures set forth therein are the true signatures of
such persons.
All capitalized terms used and not defined herein shall have the
meanings assigned to those terms in the Indenture.
By: [Name], in [his/her] capacity as an
officer of Principal Life Insurance
Company
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
A-1
EXHIBIT B
PFG OFFICER'S CERTIFICATE
I, an officer of Principal Financial Group, Inc., a corporation
organized under the laws of Delaware ("PFG"), being fully aware of the by-laws
(the "By-Laws") and resolutions of PFG, hereby certify on behalf of PFG that:
1. Attached hereto as Annex I is a true, correct and complete copy of the
Articles of Incorporation and, as Annex II, a true, correct and
complete copy of the By-Laws of PFG, together with all amendments
thereto, if any, as in full force from the date thereof through to the
Original Issue Date.
2. Attached hereto as Annex III is a true, correct and complete copy of
the resolution duly adopted by the Board of Directors of PFG at a
meeting duly called and held on ______, 2003, which resolution is
relevant to the Program, including the issuance of the Notes, and such
resolution has not been amended, modified or rescinded and remains in
full force and effect; and such resolution is the only resolution
adopted by PFG relating to the Program and the Notes.
3. Attached hereto as Annex IV is a list of each of the duly elected
officers of PFG holding on the Original Issue Date the office or
offices set forth opposite his or her name authorized on behalf of PFG
(i) to execute (manually or by facsimile) all agreements, documents,
notices, acknowledgements and certificates to which PFG is a party or
which PFG is required to deliver in connection with the issuance of the
Notes and (ii) to take any other action on behalf of PFG in relation to
the above issue; and such signatures set forth therein are the true
signatures of such persons.
All capitalized terms used and not defined herein shall have the
meanings assigned to those terms in the Indenture.
By: [Name], in [his/her] capacity as an
officer of Principal Financial
Group, Inc.
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
B-1
EXHIBIT C
INDENTURE TRUSTEE OFFICER'S CERTIFICATE
I, an officer of Citibank, N.A., as indenture trustee (the "Indenture
Trustee"), hereby certify that:
1. The Indenture (the "Indenture") contained in, and dated as of
the date specified in, the Omnibus Instrument, by and between
the Indenture Trustee and the Trust has been duly executed
and delivered in the name and on behalf of the Indenture
Trustee.
2. The Notes issued by the Trust have been duly authenticated by
the Indenture Trustee.
3. Each of the persons named on Annex I hereto has been duly
elected or appointed and is duly qualified as an officer of
the Indenture Trustee on the Original Issue Date, holding the
office or offices set forth opposite his or her name, and the
signature set forth opposite his or her name is a specimen of
his or her genuine signature.
4. Attached hereto as Annex II is a true, correct and complete
copy of the By-laws of the Indenture Trustee as in effect on
the Original Issue Date.
All capitalized terms used and not defined herein shall have the meanings
assigned to those terms in the Indenture.
By: [Name], in [his/her] capacity as an
officer of Citibank, N.A., as
indenture trustee
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
C-1
EXHIBIT D
TRUSTEE OFFICER'S CERTIFICATE
I, an officer of U.S. Bank Trust National Association, as trustee (the
"Trustee"), hereby certify that:
1. The Trust Agreement (the "Trust Agreement"), contained in,
and dated as of the date specified in, the Omnibus Instrument,
by and between the Trustee and the Trust Beneficial Owner has
been duly executed and delivered in the name and on behalf of
the Trustee.
2. Each of the persons named on Annex I hereto has been duly
elected or appointed and is duly qualified as an officer of
the Trustee on the Original Issue Date, holding the office or
offices set forth opposite his or her name, and the signature
set forth opposite his or her name is a specimen of his or her
genuine signature.
3. Attached hereto as Annex II is a true, correct and complete
copy of the By-laws of the Trustee as in effect on the
Original Issue Date.
All capitalized terms used and not defined herein shall have the meanings
assigned to those terms in the Trust Agreement.
By: [Name], in [his/her] capacity as an
officer of U.S. Bank Trust National
Association, as trustee
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
D-1
