PRINCIPAL FINANCIAL GROUP, INC. 50,650,000 Shares Common Stock, Par Value $0.01 Per Share UNDERWRITING AGREEMENTPrincipal Financial • May 15th, 2009 • Principal Financial Group Inc • Accident & health insurance • New York
We have acted as special counsel to Principal Financial Group, Inc., a Delaware corporation (the “Company”), in connection with the issuance and sale today by the Company of [·] shares (the [“Securities”][“Primary Shares”]) of its Common Stock, par value $0.01 per share (the “Common Stock”), pursuant to the Underwriting Agreement, dated May [·], 2009 (the “Underwriting Agreement”), among the Company, you, as representative of the several underwriters, and the other underwriters named in Schedule I to the Underwriting Agreement (you and such other underwriters, collectively, the “Underwriters”) [and your notice, dated May [·], 2009, of the Underwriters exercise of their over-allotment option pursuant to Section 2(b) of the Underwriting Agreement with respect to [·] additional shares of Common Stock (together with the Primary Shares, the “Securities”)].(1) We are delivering this letter to you pursuant to Section 8(c) of the Underwriting Agreement.
