<PAGE>
                                                                    EXHIBIT 4.11

                               CLOSING INSTRUMENT

         WHEREAS, the parties named herein desire to enter into certain Program
Documents contained herein, each such document dated as of this o day of o, 200o
(the "Original Issue Date"), relating to the issuance by Principal Life Income
Fundings Trust o (the "Trust") of Notes to investors under Principal Life's
secured notes program;

         WHEREAS, the Trust is a trust organized under, and its activities will
be governed by, the provisions of the Trust Agreement as set forth in the
omnibus instrument related to the Trust dated as of the date of the Pricing
Supplement (the "Omnibus Instrument");

         WHEREAS, certain licensing arrangements between the Trust and Principal
Financial Services, Inc. will be governed pursuant to the provisions of the
License Agreement, as set forth in the Omnibus Instrument;


         WHEREAS, the Notes will be issued pursuant to the Indenture, as set
forth in the Omnibus Instrument (the "Indenture");


         WHEREAS, the sale of the Notes will be governed by the Terms Agreement,
as set forth in the Omnibus Instrument;


         WHEREAS, certain custodial arrangements of the Funding Agreement and
the Guarantee will be governed pursuant to the provisions of the Custodial
Agreement dated as of February o, 2004 by and among Bankers Trust Company, N.A.,
acting as custodian (the "Custodian"), the Indenture Trustee and the Trustee, on
behalf of the Trust;


         WHEREAS, certain agreements relating to the Notes, the Funding
Agreement and the Guarantee are set forth in the Coordination Agreement, as set
forth in the Omnibus Instrument.

         All capitalized terms used herein and not otherwise defined will have
the meanings set forth in the Indenture.

                  [Remainder of Page Intentionally Left Blank]


<PAGE>

                                     PART I
                            INSTRUCTIONS OF THE TRUST

         As of the Original Issue Date, the Trust herewith delivers to the
Indenture Trustee, or has caused to be delivered to the Indenture Trustee, the
Notes specified in the Pricing Supplement, having the initial principal amount
as set in the Pricing Supplement.

         As of the Original Issue Date, the Trust hereby instructs the Indenture
Trustee to take all actions required to be taken with respect to the Notes under
Section 2.05(e) of the Indenture.

         As of the Original Issue Date, Principal Life and the Trust hereby
direct the Indenture Trustee to deposit the Net Proceeds to the Trust (as
specified in the Pricing Supplement) in respect of the Notes to:

   o

   ABA #:  o

   Account #:  o

   Contract # :o


         As of the Original Issue Date, the agent(s) specified in the Pricing
Supplement hereby direct the Indenture Trustee to deliver the Notes as follows:

         [Insert delivery Instructions]



                  [Remainder of Page Intentionally Left Blank]



                                       I-1
<PAGE>

                                     PART II

            ACKNOWLEDGMENT OF INDENTURE TRUSTEE CONCERNING THE NOTES

         The Indenture Trustee certifies, as of the Original Issue Date, the
following:

         (a) The Indenture Trustee acknowledges receipt of the Notes; and

         (b) The Indenture Trustee (including in its capacity as Registrar) has
taken all action required to be taken with respect to the Notes under Section
2.05(e) of the Indenture.



                  [Remainder of Page Intentionally Left Blank]



                                      II-1
<PAGE>

                                    PART III
    CERTIFICATE REGARDING CUSTODY OF THE FUNDING AGREEMENT AND THE GUARANTEE

         In connection with the issuance of the Funding Agreement and the
Guarantee, the Assignment of Funding Agreement and Guarantee (set forth in Part
IV of this Closing Instrument), the Custodian hereby represents that it has
received delivery of the Funding Agreement and the Guarantee and is holding the
Funding Agreement and the Guarantee for the benefit of the Indenture Trustee and
that the Funding Agreement and the Guarantee are in the possession of the
Custodian at the address below:

         Bankers Trust Company, N.A.
         665 Locust Street
         Des Moines, Iowa 50309-3702


                  [Remainder of Page Intentionally Left Blank]



                                      III-1
<PAGE>

                                     PART IV
                  ASSIGNMENT OF FUNDING AGREEMENT AND GUARANTEE


         Pursuant to the terms of the Indenture, the Trust hereby grants to the
Indenture Trustee, for the benefit of the Holders of the Notes, a first priority
perfected security interest in, and collaterally assigns to the Indenture
Trustee, for the benefit of the Holders of the Notes, the Trust's right, title,
benefits, remedies and interests in, to and under the Funding Agreement, the
Guarantee and the other Collateral described in the Indenture and all of its
rights and privileges with respect to the Collateral and all income and profits
thereon, and all interest, dividends and other payments and distributions with
respect thereto, and all Proceeds of the foregoing.


         Each of the Trust, the Indenture Trustee, Principal Life and PFG hereby
agrees that, in furtherance of the collateral assignment described above, until
such time as the Indenture Trustee notifies the Trust, Principal Life and PFG
that all obligations of the Trust pursuant or related to the Notes have been
paid or satisfied in full, the Indenture Trustee shall have and may exercise the
rights and remedies of an Agreement Holder (as defined in the Funding Agreement)
under the Funding Agreement and of the Trust under the Guarantee.
Notwithstanding the foregoing (and whether or not the foregoing notification is
given) and Section 5 of the Funding Agreement (which Principal Life acknowledges
and agrees has been complied with) all obligations, representations and
warranties of an Agreement Holder under the Funding Agreement and of the Trust
under the Guarantee shall nevertheless remain obligations, representations and
warranties of the Trust, as the case may be, and shall not be obligations of the
Indenture Trustee. Principal Life, PFG and the Trust hereby agree that, until
such time as the Indenture Trustee notifies the Trust, Principal Life and PFG
that all obligations of the Trust pursuant to or related to the Notes have been
paid or satisfied in full, Principal Life and PFG, as applicable, will comply
with instructions originated by the Indenture Trustee with respect to the
Funding Agreement and the Guarantee, as applicable, without further consent by
the Trust.

         Principal Life and PFG hereby affirm that they have recorded the
collateral assignment and grant of the security interest on their books and
records to reflect the same described above. Principal Life and PFG each agree,
as applicable, that it will comply with all orders of the Indenture Trustee with
respect to the Funding Agreement and the Guarantee, as applicable without any
further consent of the Trust. Each of Principal Life and PFG hereby confirms
that it has received all documents and instruments which it requires pursuant to
the terms of the Funding Agreement and Guarantee, as applicable, in connection
with the collateral assignment and grant of such security interest and/or rights
of the Indenture Trustee hereunder.

         Each of Principal Life and PFG hereby also represents that it has not
received any notice of any adverse claim to the Funding Agreement or Guarantee,
as applicable, other than the creation and perfection of a security interest in
the Funding Agreement and Guarantee, as applicable, and the proceeds thereof as
described herein.

         The collateral assignment and grant of the security interest and this
instrument shall be governed by, and shall be construed and enforced in
accordance with, the laws of the State of New York, without regard to conflicts
of laws principles thereof, and shall be binding upon, and shall inure to the
benefit of, the parties hereto and their respective successors and assigns.

         This instrument may not be amended, modified or waived without the
consent of the Indenture Trustee, the Trust, Principal Life and PFG.

         The Custodian hereby acknowledges the terms of this Assignment of
Funding Agreement and Guarantee.



                  [Remainder of Page Intentionally Left Blank]

                                      IV-1
<PAGE>

                                     PART V
          ACKNOWLEDGEMENT OF FUNDING AGREEMENT AND GUARANTEE ASSIGNMENT


         Simultaneously herewith, Principal Life has issued the Funding
Agreement to the Trust and PFG has issued the Guarantee to the Trust. By this
instrument, the receipt of which Principal Life and PFG hereby acknowledge, the
Trust has informed Principal Life and PFG that it has conveyed and assigned (for
security purposes) all of its right, title, benefits, remedies and interests in,
to and under the Funding Agreement and the Guarantee to the Indenture Trustee
pursuant to the Indenture.



         Principal Life and PFG hereby consent to the aforementioned assignment
of the Funding Agreement and the Guarantee, as applicable, with respect to the
assignment thereof to the Indenture Trustee under the Indenture. Principal Life
and PFG affirm that they have changed their books and records to reflect such
assignment and agree to make payments in accordance with the terms of the
Funding Agreement and the Guarantee, as applicable, to the Indenture Trustee.
Principal Life and PFG also agree that all of the covenants made in the Funding
Agreement and the Guarantee, as applicable, are also for the benefit of the
Indenture Trustee, and further agree that Principal Life and PFG shall deliver
to the Indenture Trustee duplicate original copies of all notices, statements,
communications and instruments delivered by Principal Life and PFG, as
applicable, to the Trust pursuant to the Funding Agreement and the Guarantee, as
applicable.



         Principal Life and PFG agree to execute and deliver to the Trust and
the Indenture Trustee such documents and take such other action as the Trust and
the Indenture Trustee may reasonably request in order to ensure that the consent
granted by Principal Life and PFG pursuant to the preceding paragraph shall
remain continuously effective until the termination of the Funding Agreement and
the Guarantee, as applicable. The consent contained in the preceding paragraph
is coupled with an interest and shall be irrevocable.


         This acknowledgment of collateral assignment and grant of security
interest and this instrument shall be governed by, and shall be construed and
enforced in accordance with, the laws of the State of New York, without regard
to conflicts of laws principles thereof, and shall be binding upon, and shall
inure to the benefit of, the parties hereto and their respective successors and
assigns.

         This instrument may not be amended, modified or waived without the
consent of the Indenture Trustee, the Trust, Principal Life and PFG.

         The Custodian hereby acknowledges the terms of this Acknowledgment of
Funding Agreement and Guarantee Assignment.

                  [Remainder of Page Intentionally Left Blank]


                                       V-1
<PAGE>

                                     PART VI
                           NOTICE OF SECURITY INTEREST

         Pursuant to the Indenture, the Trust has collaterally assigned the
Funding Agreement and Guarantee to the Indenture Trustee pursuant to the
Indenture.

         Notice is hereby given that the Indenture Trustee, on behalf of the
Holders of the Notes, has a security interest in the Collateral, including, but
not limited to, any and all payments to be made by Principal Life to the Trust
pursuant to the Funding Agreement and any and all payments to be made by PFG to
the Trust pursuant to the Guarantee. Each of Principal Life and PFG, by
executing this instrument, hereby (x) consents to the security interest granted
by the Trust, to the Indenture Trustee in the payments under the Funding
Agreement and Guarantee, as applicable, (y) agrees to make all payments due
under the Funding Agreement and Guarantee, as applicable, to the Collection
Account or any other account designated in writing to Principal Life or PFG, as
applicable, by the Indenture Trustee and (z) agrees to comply with all orders of
the Indenture Trustee with respect to the Funding Agreement and Guarantee, as
applicable, without any further consent from the Trust.

         This notice of security interest shall be governed by, and shall be
construed and enforced in accordance with, the laws of the State of New York,
without regard to conflicts of laws principles thereof, and shall be binding
upon, and shall inure to the benefit of, the parties hereto and their respective
successors and assigns.

         This instrument may not be amended, modified or waived without the
consent of the Indenture Trustee, the Trust, Principal Life and PFG.

         The Custodian hereby acknowledges the terms of this Notice of Security
Interest.

                  [Remainder of Page Intentionally Left Blank]

                                      VI-1
<PAGE>

                                    PART VII
                      PRINCIPAL LIFE OFFICER'S CERTIFICATE

         The undersigned, an authorized officer of Principal Life, does hereby
certify to each agent that is a party to the Terms Agreement (as defined in the
Omnibus Instrument) relating to the Notes, in such capacity and on behalf of
Principal Life, pursuant to the Distribution Agreement, that:

         1. Since the respective dates as of which information is given in the
Prospectus (as defined in the Distribution Agreement), as of the date hereof,
there has been no material adverse change in the condition, financial or
otherwise, or in the earnings, business affairs or business prospects of
Principal Life and its subsidiaries considered as one enterprise, whether or not
arising in the ordinary course of business;

         2. The representations and warranties of Principal Life contained in
the Distribution Agreement are true and correct with the same force and effect
as though expressly made at and as of the date hereof;

         3. Principal Life has complied with all agreements and satisfied all
conditions on its part to be performed or satisfied at or prior to the date
hereof; and

         4. No stop order suspending the effectiveness of the Registration
Statement (as defined in the Distribution Agreement) has been issued and no
proceedings for that purpose have been instituted or are pending or, to the best
of such person's knowledge, are threatened by the Commission (as defined in the
Distribution Agreement).

                  [Remainder of Page Intentionally Left Blank]


                                      VII-1
<PAGE>

                                   PART VIII
                            PFG OFFICER'S CERTIFICATE


         The undersigned, an authorized officer of PFG, does hereby certify to
each Purchasing Agent that is a party to the Terms Agreement (as defined in the
Omnibus Instrument) relating to the Notes, in such capacity and on behalf of
PFG, pursuant to the Distribution Agreement, that:

         1. Since the respective dates as of which information is given in the
Prospectus (as defined in the Distribution Agreement), as of the date hereof,
there has been no material adverse change in the condition, financial or
otherwise, or in the earnings, business affairs or business prospects of PFG and
its subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business;

         2. The representations and warranties of PFG contained in the
Distribution Agreement are true and correct with the same force and effect as
though expressly made at and as of the date hereof;

         3. PFG has complied with all agreements and satisfied all conditions on
its part to be performed or satisfied at or prior to the date hereof; and

         4. No stop order suspending the effectiveness of the Registration
Statement (as defined in the Distribution Agreement) has been issued and no
proceedings for that purpose have been instituted or are pending or, to the best
of such person's knowledge, are threatened by the Commission (as defined in the
Distribution Agreement).

                  [Remainder of Page Intentionally Left Blank]


                                     VIII-1
<PAGE>

                                     PART IX
                                TRUST CERTIFICATE

         The Trust does hereby certify to each Purchasing Agent that is a party
to the Terms Agreement (as defined in the Omnibus Instrument) relating to the
Notes, in such capacity and on behalf of the Trust, pursuant to the Distribution
Agreement and Terms Agreement, as applicable, that:

         1. Since the respective dates as of which information is given in the
Prospectus (as defined in the Distribution Agreement), as of the date hereof,
there has been no material adverse change in the condition, financial or
otherwise, or in the earnings, business affairs or business prospects of the
Trust, whether or not arising in the ordinary course of business;

         2. The representations and warranties of the Trust contained in the
Distribution Agreement are true and correct with the same force and effect as
though expressly made at and as of the date hereof; and

         3. The Trust has complied with all agreements and satisfied all
conditions on its part to be performed or satisfied at or prior to the date
hereof.

                  [Remainder of Page Intentionally Left Blank]


                                      IX-1
<PAGE>

                                     PART X
                          PRINCIPAL LIFE CERTIFICATION

         Principal Life certifies, as of the Original Issue Date, that the
Principal Life Officer's Certificate, a copy of which is attached as Exhibit A
to this Closing Instrument, is true and correct and remains in full force and
effect.


                  [Remainder of Page Intentionally Left Blank]


                                       X-1
<PAGE>

                                     PART XI
                                PFG CERTIFICATION

         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.


                  [Remainder of Page Intentionally Left Blank]


                                      XI-1
<PAGE>

                                    PART XII
                         INDENTURE TRUSTEE CERTIFICATION

         The Indenture Trustee certifies, as of the Original Issue Date, that
the Indenture Trustee Officer's Certificate, a copy of which is attached as
Exhibit C to this Closing Instrument, is true and correct and remains in full
force and effect.

                  [Remainder of Page Intentionally Left Blank]


                                       XII-1
<PAGE>

                                    PART XIII
                              TRUSTEE CERTIFICATION

         The Trustee certifies, as of the Original Issue Date, that the Trustee
Officer's Certificate, a copy of which is attached as Exhibit D to this Closing
Instrument, is true and correct and remains in full force and effect.

                  [Remainder of Page Intentionally Left Blank]


                                     XIII-1
<PAGE>

                                    PART XIV

                                  CROSS-RECEIPT

         The Trust hereby acknowledges receipt of the Net Proceeds to the Trust
(as specified in the Pricing Supplement) from the Indenture Trustee and herewith
delivers to the Indenture Trustee, or has caused to be delivered to the
Indenture Trustee, the Notes, duly executed by the Trust pursuant to the
Indenture.

         The Trust hereby acknowledges receipt of funds for the Trust Beneficial
Interest from or at the direction of the Trust Beneficial Owner and has caused
to be registered in the name of the Trust Beneficial Owner the Trust Beneficial
Interest pursuant to the Trust Agreement.

         Principal Life hereby acknowledges receipt of the Net Proceeds to the
Trust and, for purposes of the Funding Agreement, the receipt of the Net
Proceeds to the Trust shall be deemed to be receipt by Principal Life in full of
the Net Deposit (as specified in the Funding Agreement). Principal Life herewith
delivers to the Indenture Trustee, or has caused to be delivered to the
Indenture Trustee, the Funding Agreement, duly executed by Principal Life.

         The Custodian, on behalf of the Indenture Trustee, hereby acknowledges
receipt from Principal Life of the Funding Agreement.

         The Custodian, on behalf of the Indenture Trustee, hereby acknowledges
receipt from PFG of the Guarantee.

         The Trust Beneficial Owner hereby acknowledges ownership of the Trust
Beneficial Interest.

         PFG and the Indenture Trustee hereby acknowledge the terms of this
Cross-Receipt.



                  [Remainder of Page Intentionally Left Blank]


                                      XIV-1
<PAGE>

                                     PART XV

                        MISCELLANEOUS AND EXECUTION PAGES

         This Closing Instrument may be executed by each of the parties hereto
in any number of counterparts, and by each of the parties hereto on separate
counterparts, each of which counterparts, when so executed and delivered, shall
be deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.

         Each signatory, by its execution hereof, does hereby become a party to
each of the agreements or instruments identified for such party as of the
Original Issue Date.

         IN WITNESS WHEREOF, the undersigned have executed this Closing
Instrument with respect to the Trust, dated as of the date first written above.

                                    By:      PRINCIPAL LIFE INSURANCE COMPANY
                                             (in executing below agrees and
                                             becomes a party to (i) the
                                             Instructions of the Trust set forth
                                             in Part I herein, (ii) the
                                             Assignment of Funding Agreement and
                                             Guarantee set forth in Part IV
                                             herein, (iii) the Acknowledgement
                                             of Funding Agreement and Guarantee
                                             Assignment set forth in Part V
                                             herein, (iv) the Notice of Security
                                             Interest set forth in Part VI
                                             herein, (v) the Principal Life
                                             Certification set forth in Part X
                                             herein and (vi) the Cross-Receipt
                                             set forth in Part XIV herein)


                                             By:
                                                --------------------------------
                                             Name:
                                                  ------------------------------
                                             Title:
                                                   -----------------------------

                                    By:      Principal Financial Group, Inc. (in
                                             executing below agrees and becomes
                                             a party to (i) the Assignment of
                                             Funding Agreement and Guarantee set
                                             forth in Part IV herein, (ii) the
                                             Acknowledgement of Funding
                                             Agreement and Guarantee Assignment
                                             set forth in Part V herein, (iii)
                                             the Notice of Security Interest set
                                             forth in Part VI herein, (iv) the
                                             PFG Certification set forth in Part
                                             XI herein and (v) the Cross Receipt
                                             set forth in Part XIV herein)

                                             By:
                                                --------------------------------
                                             Name:
                                                  ------------------------------
                                             Title:
                                                   -----------------------------

                             [Execution Page 1 of 4]
<PAGE>

                                    By:      THE PRINCIPAL LIFE INCOME FUNDINGS
                                             TRUST DESIGNATED IN THIS CLOSING
                                             INSTRUMENT (in executing below
                                             agrees and becomes party to (i) the
                                             Instructions of the Trust set forth
                                             in Part I herein, (ii) the
                                             Assignment of Funding Agreement and
                                             Guarantee set forth in Part IV
                                             herein, (iii) the Acknowledgement
                                             of Funding Agreement and Guarantee
                                             Assignment set forth in Part V
                                             herein, (iv) the Notice of Security
                                             Interest set forth in Part VI
                                             herein, (v) the Trust Certificate
                                             set forth in Part IX herein and
                                             (vi) the Cross-Receipt set forth in
                                             Part XIV herein)

                                             By:
                                                --------------------------------
                                             Name:
                                                  ------------------------------
                                             Title:
                                                   -----------------------------

                                    By:      CITIBANK, N.A., in its capacity as
                                             Indenture Trustee, Registrar,
                                             Transfer Agent, Paying Agent and
                                             Calculation Agent (in executing
                                             below agrees and becomes party to
                                             (i) the Instructions of the Trust
                                             set forth in Part I herein, (ii)
                                             the Acknowledgement of Indenture
                                             Trustee Concerning the Notes set
                                             forth in Part II herein, (iii) the
                                             Assignment of Funding Agreement and
                                             Guarantee set forth in Part IV
                                             herein, (iv) the Acknowledgement of
                                             Funding Agreement and Guarantee
                                             Assignment set forth in Part V
                                             herein, (v) the Notice of Security
                                             Interest set forth in Part VI
                                             herein, (vi) the Indenture Trustee
                                             Certification set forth in Part XII
                                             herein and (vii) the Cross Receipt
                                             set forth in Part XIV herein)

                                             By:
                                                --------------------------------
                                             Name:
                                                  ------------------------------
                                             Title:
                                                   -----------------------------

                             [Execution Page 2 of 4]

<PAGE>

                                    By:      U.S. BANK TRUST NATIONAL
                                             ASSOCIATION, in its capacity as
                                             Trustee (in executing below agrees
                                             and becomes a party to the Trustee
                                             Certification set forth in Part
                                             XIII herein)

                                             By:
                                                --------------------------------
                                             Name:
                                                  ------------------------------
                                             Title:
                                                   -----------------------------

                                    By:      GSS HOLDINGS II, INC., in its
                                             capacity as Trust Beneficial Owner
                                             (in executing below agrees and
                                             becomes a party to the
                                             Cross-Receipt set forth in Part XIV
                                             herein)

                                             By:
                                                --------------------------------
                                             Name:
                                                  ------------------------------
                                             Title:
                                                   -----------------------------

                                    By:      BANKERS TRUST COMPANY, N.A., in its
                                             capacity as custodian (in executing
                                             below agrees and becomes a party to
                                             (i) the Certificate Regarding
                                             Custody of the Funding Agreement
                                             and the Guarantee set forth in Part
                                             III herein, (ii) the Assignment of
                                             Funding Agreement and Guarantee set
                                             forth in Part IV herein, (iii) the
                                             Acknowledgment of Funding Agreement
                                             and Guarantee Assignment set forth
                                             in Part V herein, (iv) the Notice
                                             of Security Interest set forth in
                                             Part VI herein and (v) the Cross
                                             Receipt set forth in Part XIV
                                             herein)

                                             By:
                                                --------------------------------
                                             Name:
                                                  ------------------------------
                                             Title:
                                                   -----------------------------

                                    By:      [Name], in his/her capacity as an
                                             authorized officer of Principal
                                             Life (in executing below agrees and
                                             becomes a party to the Principal
                                             Life Officer's Certificate set
                                             forth in Part VII herein)

                                             By:
                                                --------------------------------
                                             Name:
                                                  ------------------------------
                                             Title:
                                                   -----------------------------

                             [Execution Page 3 of 4]

<PAGE>

                                    By:      [Name], in his/her capacity as an
                                             authorized officer of PFG (in
                                             executing below agrees and becomes
                                             a party to the PFG Officer's
                                             Certificate set forth in Part VIII
                                             herein)

                                             By:
                                                --------------------------------
                                             Name:
                                                  ------------------------------
                                             Title:
                                                   -----------------------------

                                    By:      [MERRILL LYNCH, PIERCE, FENNER &
                                             SMITH INCORPORATED] (in executing
                                             below agrees and becomes a party to
                                             the Instructions of the Trust set
                                             forth in Part I herein)

                                             By:
                                                --------------------------------
                                             Name:
                                                  ------------------------------
                                             Title:
                                                   -----------------------------

                             [Execution Page 4 of 4]

<PAGE>

                                    EXHIBIT A

                      PRINCIPAL LIFE OFFICER'S CERTIFICATE


         I, an officer of Principal Life Insurance Company, an insurance company
organized under the laws of Iowa ("Principal Life"), being fully aware of the
by-laws (the "By-Laws") and resolutions of Principal Life, hereby certify on
behalf of Principal Life that:

1.       Attached hereto as Annex I is a true, correct and complete copy of the
         Articles of Incorporation and, as Annex II, a true, correct and
         complete copy of the By-Laws of Principal Life, together with all
         amendments thereto, if any, as in full force from the date thereof
         through to the Original Issue Date.

2.       Attached hereto as Annex III is a true, correct and complete copy of
         the resolution duly adopted by the Board of Directors of Principal Life
         at a meeting duly called and held on ______, 2003, which resolution is
         relevant to the Program, including the issuance of the Notes, and such
         resolution has not been amended, modified or rescinded and remains in
         full force and effect; and such resolution is the only resolution
         adopted by Principal Life relating to the Program and the Notes.

3.       Attached hereto as Annex IV is a list of each of the duly elected
         officers of Principal Life holding on the Original Issue Date the
         office or offices set forth opposite his or her name authorized on
         behalf of Principal Life (i) to execute (manually or by facsimile) all
         agreements, documents, notices, acknowledgements and certificates to
         which Principal Life is a party or which Principal Life is required to
         deliver in connection with the issuance of the Notes and (ii) to take
         any other action on behalf of Principal Life in relation to the above
         issue; and such signatures set forth therein are the true signatures of
         such persons.

         All capitalized terms used and not defined herein shall have the
meanings assigned to those terms in the Indenture.

                                         By: [Name], in [his/her] capacity as an
                                             officer of Principal Life Insurance
                                             Company

                                         By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------



                                      A-1
<PAGE>

                                    EXHIBIT B

                            PFG OFFICER'S CERTIFICATE


         I, an officer of Principal Financial Group, Inc., a corporation
organized under the laws of Delaware ("PFG"), being fully aware of the by-laws
(the "By-Laws") and resolutions of PFG, hereby certify on behalf of PFG that:

1.       Attached hereto as Annex I is a true, correct and complete copy of the
         Articles of Incorporation and, as Annex II, a true, correct and
         complete copy of the By-Laws of PFG, together with all amendments
         thereto, if any, as in full force from the date thereof through to the
         Original Issue Date.

2.       Attached hereto as Annex III is a true, correct and complete copy of
         the resolution duly adopted by the Board of Directors of PFG at a
         meeting duly called and held on ______, 2003, which resolution is
         relevant to the Program, including the issuance of the Notes, and such
         resolution has not been amended, modified or rescinded and remains in
         full force and effect; and such resolution is the only resolution
         adopted by PFG relating to the Program and the Notes.

3.       Attached hereto as Annex IV is a list of each of the duly elected
         officers of PFG holding on the Original Issue Date the office or
         offices set forth opposite his or her name authorized on behalf of PFG
         (i) to execute (manually or by facsimile) all agreements, documents,
         notices, acknowledgements and certificates to which PFG is a party or
         which PFG is required to deliver in connection with the issuance of the
         Notes and (ii) to take any other action on behalf of PFG in relation to
         the above issue; and such signatures set forth therein are the true
         signatures of such persons.

         All capitalized terms used and not defined herein shall have the
meanings assigned to those terms in the Indenture.

                                         By: [Name], in [his/her] capacity as an
                                             officer of Principal Financial
                                             Group, Inc.


                                         By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------



                                      B-1
<PAGE>

                                    EXHIBIT C

                     INDENTURE TRUSTEE OFFICER'S CERTIFICATE


         I, an officer of Citibank, N.A., as indenture trustee (the "Indenture
Trustee"), hereby certify that:


         1.       The Indenture (the "Indenture") contained in, and dated as of
                  the date specified in, the Omnibus Instrument, by and between
                  the Indenture Trustee and the Trust has been duly executed
                  and delivered in the name and on behalf of the Indenture
                  Trustee.

         2.       The Notes issued by the Trust have been duly authenticated by
                  the Indenture Trustee.

         3.       Each of the persons named on Annex I hereto has been duly
                  elected or appointed and is duly qualified as an officer of
                  the Indenture Trustee on the Original Issue Date, holding the
                  office or offices set forth opposite his or her name, and the
                  signature set forth opposite his or her name is a specimen of
                  his or her genuine signature.

         4.       Attached hereto as Annex II is a true, correct and complete
                  copy of the By-laws of the Indenture Trustee as in effect on
                  the Original Issue Date.

All capitalized terms used and not defined herein shall have the meanings
assigned to those terms in the Indenture.



                                         By: [Name], in [his/her] capacity as an
                                             officer of Citibank, N.A., as
                                             indenture trustee


                                         By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------



                                      C-1
<PAGE>

                                    EXHIBIT D

                          TRUSTEE OFFICER'S CERTIFICATE

         I, an officer of U.S. Bank Trust National Association, as trustee (the
"Trustee"), hereby certify that:

         1.       The Trust Agreement (the "Trust Agreement"), contained in,
                  and dated as of the date specified in, the Omnibus Instrument,
                  by and between the Trustee and the Trust Beneficial Owner has
                  been duly executed and delivered in the name and on behalf of
                  the Trustee.

         2.       Each of the persons named on Annex I hereto has been duly
                  elected or appointed and is duly qualified as an officer of
                  the Trustee on the Original Issue Date, holding the office or
                  offices set forth opposite his or her name, and the signature
                  set forth opposite his or her name is a specimen of his or her
                  genuine signature.

         3.       Attached hereto as Annex II is a true, correct and complete
                  copy of the By-laws of the Trustee as in effect on the
                  Original Issue Date.

All capitalized terms used and not defined herein shall have the meanings
assigned to those terms in the Trust Agreement.


                                         By: [Name], in [his/her] capacity as an
                                             officer of U.S. Bank Trust National
                                             Association, as trustee


                                         By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------



                                      D-1