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
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN...Global Security Agreement • October 17th, 2006 • Principal Financial Group Inc • Accident & health insurance
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR SUCH NOMINEE, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
PRINCIPAL FINANCIAL GROUP, INC., Issuer And PRINCIPAL FINANCIAL SERVICES, INC., Guarantor And THE BANK OF NEW YORK, Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of October 16, 2006 6.05% Senior Notes Due 2036First Supplemental Indenture • October 17th, 2006 • Principal Financial Group Inc • Accident & health insurance • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of October 16, 2006, among PRINCIPAL FINANCIAL GROUP, INC., a Delaware corporation (the “Company”), PRINCIPAL FINANCIAL SERVICES, INC., an Iowa corporation (the “Guarantor”) and THE BANK OF NEW YORK, a New York banking corporation, as trustee (the “Trustee”):
GUARANTEE from PRINCIPAL FINANCIAL SERVICES, INC., as Guarantor to THE BANK OF NEW YORK, as Trustee Dated as of October 16, 2006Guarantee • October 17th, 2006 • Principal Financial Group Inc • Accident & health insurance • New York
This Guarantee (this “Guarantee”) is made and entered into as of October 16, 2006, from PRINCIPAL FINANCIAL SERVICES, INC., a corporation duly organized and existing under the laws of the State of Iowa and having its principal office at 711 High Street, Des Moines, Iowa 50392, as guarantor (the “Guarantor”), to THE BANK OF NEW YORK, a New York banking corporation, as trustee (the “Trustee”). Defined terms used herein without definition shall have the meanings given to them in the Senior Indenture, dated as of October 11, 2006 between Principal Financial Group, Inc., a Delaware corporation (the “Company”), and the Trustee, as supplemented by the First Supplemental Indenture, dated as of October 16, 2006, among the Company, the Guarantor and the Trustee with respect to the Securities, as defined below, (the “Indenture”).
