OMNIBUS INSTRUMENTTrust Agreement • March 5th, 2008 • Principal Life Insurance Co • New York
Contract Type FiledMarch 5th, 2008 Company Jurisdiction
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,MTN Global Funding Agreement • March 5th, 2008 • Principal Life Insurance Co
Contract Type FiledMarch 5th, 2008 CompanyThis Agreement is executed by Principal Life at its Corporate Center to take effect as of the 5th day of March, 2008, 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).
ContractPrincipal Life Insurance Co • March 5th, 2008 • New York
Company FiledMarch 5th, 2008 JurisdictionTHIS 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.
GUARANTEEPrincipal Life Insurance Co • March 5th, 2008 • New York
Company FiledMarch 5th, 2008 JurisdictionFOR 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 2008-002, 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: