AMENDMENT NO. 1 AND WAIVER TO THE STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 28th, 2007 • Principal Financial Group Inc • Accident & health insurance • New York
The undersigned, as parties to the Stock Purchase Agreement, dated as of July 25, 2006 (the "Agreement"), by and among Washington Mutual, Inc., a Washington corporation, New American Capital, Inc., a Delaware corporation, Principal Financial Group, Inc., a Delaware corporation, and Principal Management Corporation, an Iowa corporation, desire to amend, effective as of December 29, 2006, the Agreement. Capitalized terms used herein without definition shall have the respective meanings set forth in the Agreement.
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • February 28th, 2007 • Principal Financial Group Inc • Accident & health insurance • New York
This Memorandum of Understanding is dated as of December 29, 2006, and is entered into by and among Washington Mutual, Inc., a Washington corporation ("Seller Parent"), New American Capital, Inc., a Delaware corporation ("Seller"), Principal Financial Group, Inc, a Delaware corporation ("Purchaser Parent"), and Principal Management Corporation, an Iowa corporation ("Purchaser"), in order to memorialize certain agreements and understandings reached among them with respect to the matters referenced herein arising in connection with the closing of the transactions contemplated by the Stock Purchase Agreement, dated as of July 25, 2006, by and among Seller Parent, Seller, Purchaser Parent and Purchaser (the "Purchase Agreement"). All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2007 • Principal Financial Group Inc • Accident & health insurance • Iowa
This EMPLOYMENT AGREEMENT (the "Agreement") dated as of June 1, 2006 ("Agreement Date") by and between Principal Financial Group, Inc., a Delaware corporation, (together with all successors thereto "PFGI"), Principal Financial Services, Inc., an Iowa corporation, and Principal Life Insurance Company, an Iowa corporation (together with all successors thereto, "Life") (each of the foregoing referred to individually as a "Company" or collectively as "Companies", and Larry D. Zimpleman ("Executive"), a resident of Iowa. The parties desire to enter into this Agreement, which is intended to more fully embody the agreement among the parties as to Executive's employment. In consideration of the mutual agreements contained herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Company and Executive agree as follows:
