OMNIBUS INSTRUMENTOmnibus Instrument • June 16th, 2006 • Principal Life Insurance Co • New York
MTN GLOBAL FUNDING AGREEMENTFunding Agreement • June 16th, 2006 • Principal Life Insurance Co
This Agreement is executed by Principal Life at its Corporate Center to take effect as of the 16th day of June, 2006, which is referred to as the Effective Date, subject to the receipt by Principal Life or its designee of the Net Deposit (as set forth in Section 1).
ContractIndenture • June 16th, 2006 • Principal Life Insurance Co • New York
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE (HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
GUARANTEEGuarantee • June 16th, 2006 • Principal Life Insurance Co • New York
FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in connection with that certain funding agreement (the “Funding Agreement”), entered into by and between Principal Life Insurance Company, an Iowa insurance company (“Principal Life”), and Principal Life Income Fundings Trust 21, a New York common law trust (the “Trust”), relating to the notes (the “Notes”) issued by the Trust, Principal Financial Group, Inc., a Delaware corporation and the indirect parent company of Principal Life (the “Guarantor”), hereby furnishes to the Trust its full and unconditional guarantee of the Guaranteed Amounts (as hereinafter defined) as follows:
CUSTODIAL AGREEMENTCustodial Agreement • June 16th, 2006 • Principal Life Insurance Co • New York
This Custodial Agreement (this “Custodial Agreement”) is entered into as of June 16, 2006 among Bankers Trust Company, N.A., a national banking association, acting as custodian (the “Custodian”), Law Debenture Trust Company of New York in its capacity as indenture trustee (the “Indenture Trustee”) for the holders of the notes (the “Notes”) to be issued by Principal Life Income Fundings Trust 21 (the “Trust”) organized in connection with the Principal Life Insurance Company Secured Notes Program (the “Program”), and U.S. Bank Trust National Association, as trustee (the “Trustee”) on behalf of the Trust organized in connection with the Program.
EXPENSE AND INDEMNITY AGREEMENTExpense and Indemnity Agreement • June 16th, 2006 • Principal Life Insurance Co • New York
This Expense and Indemnity Agreement (this “Agreement”) is entered into as of June 16, 2006, by and between Principal Life Insurance Company, an Iowa life insurance company (“Principal Life”) and Law Debenture Trust Company of New York, as indenture trustee (“Law Debenture”).
