GUARANTEEGuarantee • November 6th, 2007 • Principal Life Insurance Co • Accident & health insurance • 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 l, 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:
OMNIBUS INSTRUMENTOmnibus Instrument • November 6th, 2007 • Principal Life Insurance Co • 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 • November 6th, 2007 • Principal Life Insurance Co • 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.
CLOSING INSTRUMENTClosing Instrument • November 6th, 2007 • Principal Life Insurance Co • Accident & health insurance
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.
EXPENSE AND INDEMNITY AGREEMENTExpense and Indemnity Agreement • November 6th, 2007 • Principal Life Insurance Co • Accident & health insurance • New York
This Expense and Indemnity Agreement (this “Agreement”) is entered into as of ___, 2007, by and between Principal Life Insurance Company, an Iowa life insurance company (“Principal Life”), and U.S. Bank Trust National Association, as trustee (the “Trustee”), on behalf of itself and on behalf of each Trust organized in connection with the Program.
EXPENSE AND INDEMNITY AGREEMENTExpense and Indemnity Agreement • November 6th, 2007 • Principal Life Insurance Co • Accident & health insurance • New York
This Expense and Indemnity Agreement (this “Agreement”) is entered into as of , 2007, by and between Principal Life Insurance Company, an Iowa life insurance company (“Principal Life”), and Citibank, N.A., as indenture trustee, registrar, transfer agent, paying agent and calculation agent (“Citibank”).
EXPENSE AND INDEMNITY AGREEMENTExpense and Indemnity Agreement • November 6th, 2007 • Principal Life Insurance Co • Accident & health insurance • New York
This Expense and Indemnity Agreement (this “Agreement”) is entered into as of , 2007 by and between Principal Life Insurance Company, an Iowa life insurance company (“Principal Life”), and GSS Holdings II, Inc., as trust beneficial owner (the “Trust Beneficial Owner”).
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,Funding Agreement • November 6th, 2007 • Principal Life Insurance Co • Accident & health insurance
This Agreement is executed by Principal Life at its Corporate Center to take effect as of the • day of •, 200•, 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).
CUSTODIAL AGREEMENTCustodial Agreement • November 6th, 2007 • Principal Life Insurance Co • Accident & health insurance • New York
This Custodial Agreement (this “Custodial Agreement”) is entered into as of , 2007 among Bankers Trust Company, N.A., a national banking association, acting as custodian (the “Custodian”), Citibank, N.A. in its capacity as indenture trustee (the “Indenture Trustee”) for the holders of the notes (the “Notes”) to be issued by each trust (each a “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 each Trust organized in connection with the Program.
EXPENSE AND INDEMNITY AGREEMENTExpense and Indemnity Agreement • November 6th, 2007 • Principal Life Insurance Co • Accident & health insurance • New York
This Expense and Indemnity Agreement (this “Agreement”) is entered into as of , 2007, by and between Principal Life Insurance Company, an Iowa life insurance company (“Principal Life”), and Bankers Trust Company, N.A., as custodian (the “Custodian”).
