exv10w1



 





Exhibit 10.1




EXPENSE AND INDEMNITY AGREEMENT




     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.



     WHEREAS, in consideration of the Trustee providing services to each Trust created in
connection with the Program and pursuant to the Program Documents under which the Trustee will have
certain duties and obligations, Principal Life hereby agrees to the following compensation
arrangements and terms of indemnity with the Trustee and reimbursement arrangements and terms of
indemnity with each Trust organized in connection with the Program; and



     WHEREAS, the Trustee is entering into this Agreement on behalf of itself and on behalf of each
Trust to be organized in connection with the Program and, therefore, this Agreement shall inure to
the benefit of and be binding upon each such Trust.



     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for
other good and valuable consideration, the sufficiency of which is hereby acknowledged, each party
hereby agrees as follows:



ARTICLE I

DEFINITIONS




     Section 1.01 Definitions. All capitalized terms not otherwise defined herein will
have the meanings set forth in the Standard Indenture Terms attached as Exhibit 4.1 to
Registration Statement on Form S-3 (File Nos. 333-___and 333-___) filed with the
Securities and Exchange Commission by Principal Life and Principal Financial Group, Inc. on
___, 2007, as may be amended. The following terms, as used herein, have the following
meanings:



     “Excluded Amounts” means (i) any obligation of any Trust to make any payment to any
Holder in accordance with the terms of the applicable Indenture or such Trust’s Notes, (ii) any
obligation or expense of any Trust to the extent that such obligation or expense has actually been
paid utilizing funds available to such Trust from payments under the applicable Funding Agreement
or the Guarantee, (iii) any cost, loss, damage, claim, action, suit, expense, disbursement, tax,
penalty or liability of any kind or nature whatsoever resulting from or relating to any insurance
regulatory or other governmental authority asserting that: (a) any Trust’s Notes are, or are deemed
to be, (1) participations in the applicable Funding Agreement or (2) contracts of insurance, or (b)
the offer, purchase, sale and/or transfer of any Trust’s Notes and/or the pledge and collateral
assignment of the applicable Funding Agreement by any Trust to the Indenture Trustee on behalf of
the Holders of such Trust’s Notes (1) constitutes the conduct of the business of insurance or
reinsurance in any jurisdiction or (2) requires such Trust or any Holder of such Trust’s Notes to
be licensed as an insurer, insurance agent or broker in any jurisdiction, (iv) any cost, loss,
damage, claim, action, suit, expense, disbursement, tax, penalty or liability of any kind or nature
whatsoever imposed on the Trustee that results from the bad



 









 







faith, misconduct or negligence of the Trustee, (v) any costs and expenses attributable solely
to the Trustee’s administrative overhead unrelated to the Program, (vi) any tax imposed on fees
paid to the Trustee, (vii) any withholding taxes imposed on or with respect of payments made under
the applicable Funding Agreement, the applicable Indenture or a Trust’s Note and (viii) any
Additional Amounts paid to any Holder.



     “Fees” means the fees agreed to between Principal Life and the Trustee as set forth in
the fee schedule attached as Exhibit A to this Agreement.



     “Obligation” means any and all (i) costs and expenses reasonably incurred (including
the reasonable fees and expenses of counsel), relating to the offering, sale or issuance of any
Notes by any Trust under the Program or the administration of any Trust and (ii) costs, expenses
and taxes of each Trust; provided, however, that Obligations do not include Excluded Amounts.



ARTICLE II

SERVICES AND FEES




     Section 2.01 Fees. Principal Life hereby agrees to pay the Trustee its Fees. Such
Fees may be subject to amendment upon the written agreement of Principal Life and the Trustee in
the event of a substantive change in the nature of the Trustee’s duties under the Program, as
agreed to by the Trustee and Principal Life.



     Section 2.02 Repayment of Fees. In the event that the Trustee resigns or its
appointment is revoked pursuant to any of the Program Documents under which the Trustee has duties
or obligations, the Trustee will repay to Principal Life such portion of any Fee paid to it as may
be agreed between the Trustee and Principal Life.



     Section 2.03 Payment of Obligations. (a) In the event that the Trustee delivers
written notice and evidence, reasonably satisfactory to Principal Life, of any Obligation of the
Trustee or any Trust, Principal Life shall, upon receipt of such notice, promptly pay such
Obligation. Notice of any Obligation (including any invoices) should be sent to Principal Life at
its address set forth in Section 4.05, or at such other address as such party shall hereafter
furnish in writing.



     (b) The Trustee will (i) from time to time execute all such instruments and other agreements
and take all such other actions as may be necessary or desirable on behalf of itself or any Trust,
or that Principal Life may reasonably request, to protect any interest of Principal Life with
respect to any Obligation or to enable Principal Life to exercise or enforce any right, interest or
remedy it may have with respect to any such Obligation, and (ii) release to Principal Life any
amount received from Principal Life relating to any Obligation or any portion of any Obligation,
immediately after any such amount relating to such Obligation, or any portion of any such
Obligation, is otherwise received by the Trustee or any Trust from a party other than Principal
Life.



     (c) Principal Life and the Trustee, on behalf of itself and each Trust, hereby agree that all
payments due under this Agreement in respect of any Obligation shall be effected, and any
responsibility of Principal Life to pay such Obligation pursuant to this Agreement shall be
discharged, by the payment by Principal Life to the account of the person to whom such Obligation
is owed.



 









 





ARTICLE III

INDEMNIFICATION




     Section 3.01 (a) Subject to the remaining sections of this Article III, Principal Life
covenants to fully indemnify and defend the Trustee and its executive officers and directors (each,
a “Trustee Indemnified Person”) for, and to hold it harmless against, any and all loss, liability,
claim, damage or reasonable expense (including the reasonable compensation, expenses and
disbursements of its counsel) arising out of the acceptance by the Trustee, in its capacity as
Trustee, of administration of the applicable Trust Agreement or any Trust and/or the performance of
the Trustee’s duties and/or the exercise of the Trustee’s respective rights under the applicable
Trust Agreement, including the costs and expenses of defending itself against or investigating any
claim of liability in the premises, except to the extent such loss, liability, claim, damage or
expense arises out of or is related to the bad faith, misconduct or negligence of the Trustee
(collectively, “Claims”). Notwithstanding anything to the contrary, Principal Life shall have no
obligation to indemnify or defend the Trustee for any loss, liability, claim, damage or expense
relating to (i) any costs and expenses attributable solely to the Trustee’s administrative overhead
unrelated to the Program or (ii) any tax imposed on the Fees paid to the Trustee.  



     (b) Subject to the remaining sections of this Article III, Principal Life covenants to fully
indemnify and defend each Trust and its respective executive officers and directors (each, a “Trust
Indemnified Person,” each Trust Indemnified Person and each Trustee Indemnified Person are referred
to herein as an “Indemnified Person”) for, and to hold it harmless against, any and all loss,
liability, claim, damage or reasonable expense (including the reasonable compensation, expenses and
disbursements of its counsel) arising out of the performance of each Trust’s duties and/or the
exercise of each Trust’s respective rights under the applicable Trust Agreement, including the
costs and expenses of defending itself against or investigating any claim of liability in the
premises, except to the extent such loss, liability, claim, damage or expense arises out of or is
related to the bad faith, misconduct or negligence of any Trust.



     Section 3.02 The indemnification provided for herein supersedes in all respects any
indemnification provision contained in any other Program Document or any other agreement relating
to the Program to which any Trust or the Trustee is or becomes party.



     Section 3.03 An Indemnified Person shall give prompt written notice to Principal Life of any
action, suit or proceeding commenced or threatened against the Indemnified Person. In case any
such action, suit or proceeding shall be brought involving an Indemnified Person, Principal Life
may, in its sole discretion, elect to assume the defense of the Indemnified Person, and if it so
elects, Principal Life shall, in consultation with such Indemnified Person, select counsel,
reasonably acceptable to the Indemnified Person, to represent the Indemnified Person and pay the
reasonable fees and expenses of such counsel. In any such action, investigation or proceeding, the
Indemnified Person shall have the right to retain its own counsel but Principal Life shall not be
obligated to pay the fees and disbursements of such counsel unless (i) Principal Life and the
Indemnified Person shall have mutually agreed to the retention of such counsel or (ii) the named
parties to any such action, investigation or proceeding (including any impleaded parties) include
both Principal Life and the Indemnified Person and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests between them.
Subject to the immediately preceding sentence, it is understood that Principal Life shall



 









 







not, in connection with any proceeding or related proceeding in the same jurisdiction, be
liable for the fees and expenses of more than one separate firm (in addition to any local counsel)
for all Indemnified Persons.



     Section 3.04 If the indemnification provided for herein is invalid or unenforceable in
accordance with its terms, then Principal Life shall contribute to the amount paid or payable by an
Indemnified Person as a result of such liability in such proportion as is appropriate to reflect
the relative benefits received by Principal Life and the Trust (if the Trust is not an Indemnified
Person), on one hand, and the Trustee or the Trust (if the Trust is an Indemnified Person), on the
other hand, from the transactions contemplated by the Program Documents. For this purpose, the
benefits received by Principal Life or the Trust (if applicable) shall be the aggregate value of
the relevant Collateral, and the benefits received by the Trustee shall be the Fees it has been
paid up to that point as the Trustee less costs and unreimbursed expenses incurred by it as Trustee
in relation to such Collateral, and the benefits received by the Trust (if applicable) shall be
determined by the Trustee and Principal Life. If, however, the allocation provided by the
immediately preceding two sentences is not permitted by applicable law, then Principal Life shall
contribute to such amount paid or payable by the Indemnified Person in such proportion as is
appropriate to reflect not only such relative benefits but also the relative fault of Principal
Life and the Trust (if applicable), on the one hand, and the Trustee or the Trust (if applicable),
on the other hand, in connection with the actions or omissions which resulted in such liability, as
well as any other relevant equitable considerations.



     Section 3.05 Principal Life shall be subrogated to any right of the Indemnified Person in
respect of the matter as to which any indemnity was paid hereunder.



     Section 3.06 The Indemnified Person may not settle any action, investigation or proceeding
without the consent of Principal Life, not to be unreasonably withheld.



     Section 3.07 Notwithstanding any provision contained herein to the contrary, the obligations
of Principal Life under this Article III to any Indemnified Person shall survive the termination of
this Agreement pursuant to Section 4.03.



ARTICLE IV

MISCELLANEOUS




     Section 4.01 No waiver, modification or amendment of this Agreement shall be valid unless
executed in writing by the parties hereto.



     Section 4.02 This Agreement shall be governed by and construed in accordance with the laws of
the State of New York, without regard to conflicts of laws principles.



     Section 4.03 This Agreement shall terminate and be of no further force and effect upon the
date on which (i) there is no Obligation due and payable under this Agreement and (ii) each Program
Document has terminated; provided, however, that this Agreement shall continue to be effective or
shall be reinstated, as the case may be, if at any time any Trust or the Trustee must restore
payment of any sums paid under any Obligation or under this Agreement for any reason



 









 







whatsoever or the Trustee or a Trust becomes subject to a claim. This Agreement is continuing,
irrevocable, unconditional and absolute.



     Section 4.04 Principal Life understands and agrees that each Trust shall be a third party
beneficiary of the obligations of Principal Life under this Agreement, subject to the limitations
set forth in this Agreement. Other than each Trust, the Trustee and each Indemnified Person, no
other Person shall have any legal or equitable right, remedy or claim under or in respect of this
Agreement or any covenant, condition or provision contained herein.



     Section 4.05 All notices, demands, instructions and other communications required or permitted
to be given to or made upon either party hereto shall be in writing (including by facsimile
transmission) and shall be personally delivered or sent by guaranteed overnight delivery or by
facsimile transmission (to be followed by personal or guaranteed overnight delivery) and shall be
deemed to be given for purposes of this Agreement on the day that such writing is received by the
intended recipient thereof in accordance with the provisions of this Section. Unless otherwise
specified in a notice sent or delivered in accordance with the foregoing provisions of this
Section, notices, demands, instructions and other communications in writing shall be given to or
made upon the respective parties thereto at their respective addresses (or their respective
facsimile numbers) indicated below:


To the Trust:



Principal Life Income Fundings Trust (followed by the appropriate number of the Trust

     designated in the Omnibus Instrument)

c/o U.S. Bank Trust National Association

100 Wall Street, 16th Floor

New York, NY 10005

Attention: Corporate Trust Administration

Telephone: (212) 361-2184

Facsimile: (212) 509-3384



To Principal Life:



Principal Life Insurance Company

711 High Street

Des Moines, IA 50392

Attention: General Counsel

Telephone: (515) 247-5111

Facsimile: (515) 248-3011



Principal Life Insurance Company

711 High Street

Des Moines, IA 50392

Attention: Jim Fifield

Telephone: (515) 248-9196

Facsimile: (866) 496-6527-9353




 









 







To the Trustee:



U.S. Bank Trust National Association

100 Wall Street, 16th Floor

New York, NY 10005

Attention: Corporate Trust Administration

Telephone: (212) 361-2458

Facsimile: (212) 509-3384




[The remainder of this page left intentionally blank.]




 









 








          IN WITNESS WHEREOF, the parties have executed this Expense and Indemnity Agreement by their
duly authorized officers as of the date hereof.




	 	 	 	 	 
	 	PRINCIPAL LIFE INSURANCE COMPANY

 	 
	 	By:  	
 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	 	U.S. BANK TRUST NATIONAL
ASSOCIATION,
as Trustee on
behalf of itself and each Trust organized in
connection with the Program

 	 
	 	By:  	
 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 



 









 






	 	 	 	 	 



Exhibit A




FEES