Exhibit 10.17


 


The Principal Severance Plan
for Senior Executives


Restatement
Effective March 1, 2009


 


Section 1 – Purpose


 


The purpose of this Plan
is to provide guidelines for severance payments to qualified Eligible Employees
when they involuntarily terminate employment from the Employer.  The Plan Administrator has authority to award
a Severance Benefit only in situations addressed under this Plan.


 


This Plan does not
establish a legal obligation for the Employer to pay any severance benefits and
the Employer reserves the prerogative to discontinue offering Severance, or to
pay a different amount of Severance than set forth in these guidelines.


 


Section 2 – Definitions


 


Affiliated
Entities.  Any entity that is under common control with
any Employer within the meaning of Section 414(b) or (c) of the
Code.


 


Comparable Employment means any job determined by the Plan
Administrator to be Comparable Employment. 
The Plan administrator may consider any relevant factor in making this
determination, and the following shall be considered Comparable Employment:


·                  base pay no less than 20% of the current base pay; or


·                  for a person currently traveling between home and the
office:


·                  50 or more miles one-way, a commuting distance equal
to or less than the current one-way commute; or


·                  less than 50 miles one-way, a commuting distance equal
to or less than 50 miles one-way; or


·                  for a person currently working remotely at the
employee’s request, a change in the geographic location of the job back to
original location of the job, regardless of commuting distance.


 


Code. 
The Internal Revenue Code of 1986, as amended, and any successor
thereto.


 


Employer. 
Principal Life Insurance Company and wholly owned subsidiaries, and
affiliates and any successors thereto (collectively, “the Employer”, “Employer”
or “Companies”).


 


Eligible
Employee or Participant.  A full-time or part-time
employee of the Employer who is regularly scheduled to work at least an average
of 20 hours per week and is an officer with the title of Chief Executive
Officer, President, Executive Vice President, Senior Vice President or Vice
President of Employer or a position in a wholly owned subsidiary of the
Employer located in the United States that is considered equal to one of these
Employer position titles by the Principal Life Insurance Company’s human
resources department or has been designated by the Chief Executive Officer of
the Employer as an Eligible Employee.


 


The following persons are
not Eligible Employees:


·                  a person who has a written employment
contract with the Employer that provides for severance benefits or an agreement
that provides that the person is not eligible for severance benefits under this
Plan;


 


·                  a person classified by the Employer as an
agent, field manager, broker, brokerage general agent, or managing director (as
defined in The Principal Welfare Benefit Plan for Individual Field);


 


·                  a part-time employee who is regularly
scheduled to work less than an average of 20 hours per week;


 


·                  an employee of a wholly owned subsidiary that is not
located in the United States; or


 


·                  persons with a Workforce Classification* of:


 


1

















 


·                  Short-term Employee;


·                  Temporary Employee;


·                  Intern;


·                  Vendor;


·                  Independent contractor; or


·                  Leased Employee.


 






* described on the Human
Resources intranet site and available in paper format upon request


 


Named
Fiduciary.   For all fiduciary duties connected with the
operation and management of the Plan, the Benefit Plans Administration
Committee shall be the Named Fiduciary


 


PFG.  Principal Financial Group, Inc.


 


Plan. 
The Principal Severance Plan for Senior Executives established December 21,
2000, as amended from time to time.


 


Plan
Administrator.  Benefit Plans Administration Committee.  The Chief Executive Officer of Principal
Financial Group, Inc. shall designate the members of the Benefit Plans
Administration Committee.


 


Service
Years.  The number of years the Eligible Employee has
worked for the Employer from the date of hire to the date of termination,
including any adjustment for a break in service.  A partial year of service will count as a
full Service Year for the purpose of determining Severance.


 


Successor
Employer.  Any entity that assumes operations or
functions formerly carried out by the Employer (including, but not limited to,
the buyer of a facility or business operation, or any entity to which an
Employer operation or function has been outsourced), any subsidiary, affiliate,
or otherwise identifiable entity of the Employer that is sold or otherwise
transferred to an owner other than the Employer, or any entity making a job
offer at the request of the Employer (including, but not limited to,  a joint venture of which the Employer or an
affiliate is a member).


 


Termination
of Employment.  The termination of an Eligible Employee’s
employment with each of the Employers and each of their Affiliated Entities to
whom such Eligible Employee provided services, except that, with respect to any
Eligible Employee who is or is reasonably expected to provide services to the
Employers or any Affiliated Entity within 12 months following such termination
of employment, no Termination of Employment shall be deemed to have occurred
unless and until such Eligible Employee incurs a separation from services
within the meaning of Section 409A of the Code, as determined in
accordance with the procedures established by PFG in accordance with such Section 409A.


 


Weekly
Pay.  Income established by the Employer as 1/52 of
the person’s annual base compensation at the time of termination.  Monetary recognition or awards (such as
bonuses, commissions and incentives) are not included in determining annual
base compensation.


 


Section 3 — Severance Benefit


 


Qualification. 
An Eligible Employee may be qualified for Severance if he or she is
permanently terminated by the Employer due to permanent layoff, reduction in
force, facility closing, reorganization, consolidation, or economic reasons.


 


Disqualifying
Events.  An Eligible Employee who might otherwise
qualify for Severance under this Plan may be disqualified for such pay by:


 


·                  accepting any offer of employment by the
Employer, or any offer of employment by a Successor Employer to commence
promptly following termination by the Employer;


 


·                  declining an offer of Comparable
Employment by the Employer, or any offer of employment by a Successor Employer
to commence promptly following termination by the Employer;


 


·                  failing to sign, no later than 60 days
following the date of termination of employment, a release of claims against
the Employer, substantially in the form of Exhibit A (or in such modified
form as the Company shall deem reasonably 


 


2

















 


necessary or
appropriate to address the provisions of applicable law5), which restricts
former employees from suing the Employer;


 


·                  being terminated for reasonable cause,
including but not limited to, insubordination, dishonesty, theft, willful
misconduct, harassment, or being under the influence of illicit drugs or
alcohol at work or on the Employer’s premises;


 


·                  terminating due to retirement,
resignation or death; or


 


·                  being within a Benefit Payment Period
under a long term disability plan established by the Employer, unless he or she
is released to return to full-time or part-time work on or before 60 days
following the date employment terminated.


 


The Plan Administrator
has complete discretion to interpret the disqualifying events listed above.


 


Severance. 
An Eligible Employee qualified for Severance as outlined above will
receive (minus lawful deductions) the greater of:


 


·                  one (1) week
of Weekly Pay for each Service Year; or


 


·                  two (2) weeks
Weekly Pay for each $10,000 of an Eligible Employee’s annual base compensation
(rounded to the nearest $10,000).


 


A fifty-two (52) week
Severance maximum and a six (6) week minimum will apply.


 


Time of
Payment.  Notwithstanding anything herein to the
contrary, the Employer shall have no obligation to a Participant under this Section 3
until such Eligible Employee executes a release and waiver in favor of the
Participant’s Employer, in substantially the same form as Exhibit A,
attached hereto.  To receive any benefits
hereunder, such release and waiver must be executed and delivered no later than
60 days following the date of the Participant’s termination of employment.  Severance payable pursuant to this Section 3
will be paid in a single lump sum on a regular payday, within 30 days after
Participant signs the release and waiver and provided that it has not been
revoked in accordance with its terms.


 


COBRA
Continuation of Health Benefits.  Generally,
benefit coverage ceases upon termination. 
However, under the Consolidated Omnibus Budget Reconciliation Act
(COBRA), an Eligible Employee may elect continuation of medical, dental, and/or
vision coverage in effect at the time of termination as outlined under COBRA
guidelines.  If an Eligible Employee
submits a completed COBRA application and pays the applicable premium amounts,
at the end of the first three months of COBRA coverage, the Employer will
reimburse the Eligible Employee for up to three months of COBRA premiums, or as
state law requires, whichever is greater, at the end of the reimbursement
period, minus lawful withholdings.  If
COBRA coverage is not in effect for a full three months, the Employer will only
reimburse for the months such coverage was in force.  COBRA premiums for dependents will only be
reimbursed for the period the dependent(s) meet the definition of
dependent per the medical, dental or vision plan, as applicable.


 


Any such reimbursement
will only be paid to an Eligible Employee who has elected to opt out of the
subsidy under the Premium Assistance for COBRA Benefits portion of the American
Recovery and Reinvestment Act of 2009.


 


Reemployment
by the Employer.  Unless otherwise determined by the Plan
Administrator, if a former Eligible Employee is reemployed by an Employer after
receiving severance from any of the Employers (whether pursuant to this Plan or
otherwise) and subsequently becomes entitled to Severance under this Plan, such
subsequent Severance shall be reduced, dollar for dollar (but net of any amount
repaid to an Employer), by the amount of such prior severance.


 


An Eligible Employee may
not receive both Severance and salary from the Employer with respect to the
same period.  Therefore, a rehired
Eligible Employee must forfeit any Severance that relates to the period of time
subsequent to the date of re-hire, by repaying such amount to the Employer.


 


Integration
with Other Benefits.  The Severance benefits provided under this
Plan may be reduced by any amount the Employer is required to pay the Eligible
Employee under a federal, state, or local law relating to involuntary
terminations.


 


3

















 


Withholding. 
The Employer will have the right to take such action as it deems necessary
or appropriate to satisfy any requirement under federal, state, or other law to
withhold or to make deductions from any benefit payable under this Plan.


 


Worker Adjustment and Retraining
Act.  Severance benefits under this Plan are not
meant to duplicate benefits provided by the Employer in connection with an
Eligible Employee’s termination of employment with the Employer, including, but
not limited to, those provided under the Worker Adjustment and Retraining Act
(WARN).  Severance benefits shall be
applied toward satisfaction of the Employer’s WARN obligations, if any, and
shall constitute WARN Act notice and or WARN Act benefits where WARN applies.


 


Section 4 -Covenants of Participants


 


In
consideration for becoming a Participant in the Plan and Participant’s
continuing employment with the Participant’s Employer, each Participant under
the Plan convenants the following:


 


Confidential Information. 
In the course of performing services for any of the Companies or any of
their respective Affiliates (hereafter collectively referred to as the “Company
Group”), a Participant may create, develop, learn of, receive or contribute
non-public information, ideas, processes, methods, designs, devices,
inventions, data, models and other information relating to the Company Group or
their products, services, businesses, operations, employees or customers,
whether in tangible or intangible form, and that the Company Group desires to
protect and keep secret and confidential, including trade secrets and
information from third parties that the Company Group is obligated to keep
confidential (“Confidential Information”). 
Confidential information shall not include: (i) information that is
or becomes generally known through no fault of Participant; (ii) information
received from a third party outside of the Company Group that was disclosed
without a breach of any confidentiality obligation; or (iii) information
approved for release by written authorization of PFG or Principal Life
Insurance Company.  The Participant recognizes
that all such Confidential Information is the sole and exclusive property of
the Company Group, and that disclosure of Confidential Information would cause
damage to the one or more members of the Company Group.  Thus, except (i) as required by the duties
of his or her employment with any member of the Company Group, (ii) in
connection with enforcing the Participant’s rights under this Plan or (iii) if
compelled by a court or governmental agency, a Participant will not, without
the consent of PFG, willfully disseminate or otherwise disclose, directly or
indirectly, any Confidential Information obtained during his or her employment
with any of the Companies or any of their respective Affiliates, and will take
all necessary precautions to prevent disclosure, to any unauthorized individual
or entity inside or outside any of the Company Group, and will not use the
Confidential Information or permit its use for the benefit of Participant or
any other person or entity other than the Companies or their respective
Affiliates; provided that, in the circumstances referenced in clause (iii), no
exception shall apply unless prior written notice of such disclosure is given
to PFG.


 


Non-Solicitation. 
During the period beginning on the Particpant’s termination date and
ending on the first anniversary of any termination of employment, Participant
shall not, directly or indirectly:


 


(1)               encourage
any employee or agent of any member of the Company Group to terminate his or her relationship with any of the Companies or any of their respective Affiliates;


 


(2)               employ,
engage as a consultant or adviser, or solicit the employment or engagement as a
consultant or adviser, of any employee or agent of any member of the Company
Group (other than on behalf of any of the Companies or their respective
Affiliates), or cause or encourage any Person to do any of the foregoing;


 


(3)               establish
(or take preliminary steps to establish) a business with, or encourage others
to establish (or take preliminary steps to establish) a business with, any
employee or agent of any of the Companies or any of their respective
Affiliates; or


 


(4)               interfere
with the relationship of any member of the Company Group with, or endeavor to
entice away from any member of the Company Group, any Person who or which at
any time during the period commencing one year prior to the date hereof was or
is a material customer or material supplier of, or maintained a material
business relationship with any of the Companies or any of their respective
Affiliates.


 


Intellectual Property. 
During the period of Participant’s employment,  Participant shall disclose immediately to the
Participant’s Employer all ideas, inventions and business plans that
Participant makes, conceives, discovers or develops alone or with others during
the course of Participant’s employment with the Participant’s Employer,
including any inventions, 


 


4

















 


modifications,
discoveries, developments, improvements, computer programs, processes, products
or procedures (whether or not protectable upon application by copyright,
patent, trademark, trade secret or other proprietary rights) (“Work Product”)
that:  (i) relate to the business of
the Participant’s Employer or any customer or supplier to the Participant’s
Employer or any of the products or services being developed, manufactured, sold
or otherwise provided by the Participant’s Employer or that may be used in
relation therewith; or (ii) result from tasks assigned to Participant by
the Participant’s Employer; or (iii) result from the use of the premises
or personal property (whether tangible or intangible) owned, leased or
contracted for by the Participant’s Employer. 
Participant agrees that any Work Product shall be the property of the
Participant’s Employer and, if subject to copyright, shall be considered a “work
made for hire” within the meaning of the Copyright Act of 1976, as amended (the
“Act”).  If and to the extent that any
such Work Product is found as a matter of law not to be a “work made for hire”
within the meaning of the Act, Participant expressly assigns to the Participant’s
Employer all right, title and interest in and to the Work Product, and all
copies thereof, and the copyright, patent, trademark, trade secret and all
their proprietary rights in the Work Product, without further consideration,
free from any claim, lien for balance due or rights of retention thereto on the
part of Participant.


 


(1)             The Participant’s Employer hereby
notifies Participant that the preceding paragraph does not apply to any
inventions for which no equipment, supplies, facility, or trade secret
information of the Participant’s Employer was used and which was developed
entirely on the Participant’s own time, unless: 
(i) the invention relates (a) to the Participant’s Employer’s
business, or (b) to the Participant’s Employer’s actual or demonstrably
anticipated research or development, or (ii) the invention results from
any work performed by the Participant for the Participant’s Employer.


 


(2)             Participant agrees that upon disclosure
of Work Product to his or her Employer, Participant will, during his or her
employment and at any time thereafter, at the request and cost of the
Participant’s Employer, execute all such documents and perform all such acts as
his or her Employer or its duly authorized agents may reasonably require:  (i) to apply for, obtain and vest in the
name of the Participant’s Employer alone (unless his or her Employer otherwise
directs) letters patent, copyrights, or other analogous protection in any
country throughout the world, and when so obtained or vested to renew and
restore the same; and (ii) to defend any opposition proceedings in respect
of such applications and any opposition proceedings or petitions or
applications for revocation of such letters patent, copyright or other
analogous protection.


 


(3)             In the event that the Participant’s
Employer is unable, after reasonable effort, to secure Participant’s signature
on any letters patent, copyright or other analogous protection relating to Work
Product, whether because of Participant’s physical or mental incapacity or for
any other reason whatsoever, Participant hereby irrevocably designates and
appoints the Participant’s Employer and its duly authorized officers and agents
as his or her agent and attorney-in-fact, to act for and on his or her behalf
to execute and file any such application or applications and to do all other
lawfully permitted acts to further the prosecution and issuance of letters
patent, copyright and other analogous protection with the same legal force and
effect as if personally executed by Participant.


 


Section 5 – Administration


 


Plan
Administrator.  The Plan Administrator will be the primary
fiduciary with respect to the operation and administration of the Plan.


 


The Plan Administrator
shall be indemnified and held harmless by each Employer participating in the
Plan, against and from any loss, cost, liability, or expense that may be
imposed upon or reasonably incurred by the Plan Administrator in connection
with or resulting from claim, action, suit, or proceeding to which such member
may be a party or in which such member may be involved by reason of any action
taken or failure to act.


 


The Plan Administrator
will administer this Plan, furnish all notices, and perform all filings, as required
by law.  The Plan Administrator also will
have the power to implement, operate, and interpret this Plan and to take such
other action as the Plan Administrator deems equitable and consistent with the
purpose of the Plan in particular circumstances.  This Plan Administrator, within the meaning
of ERISA, has complete discretion to construe or interpret all provisions,
including ambiguous provisions, if any, to determine eligibility for benefits
and to determine the type and extent of benefits, if any, to be provided.  This includes the discretion to resolve all
legal and factual questions that may arise. The Plan Administrator shall also
have the discretion and authority to adopt and revise rules and procedures
relating to the Plan, to correct any defect or omission or reconcile any
inconsistency in this Plan or any payment hereunder, and to make any other
determinations that 


 


5

















 


it believes necessary or
advisable in the administration of the Plan.  
The Plan Administrator may employ any individual, individuals, or entity
to provide administrative services to the Plan and assist in the administration
of the Plan.  Benefits under this Plan
will be paid only if the Plan Administrator decides in its discretion that the
applicant is entitled to them.  The Plan
Administrator’s decisions in such matters shall be controlling, binding, and
final.  In any action to review any such
decision by the Plan Administrator, the Plan Administrator shall be deemed to
have exercised its discretion properly unless it is proven duly that the Plan
Administrator has acted arbitrarily and capriciously.


 


Notification. 
The Plan Administrator will notify Eligible Employees when and if they
become eligible for Severance under this Plan.


 


Claims. 
Any Eligible Employee covered by this Plan who believes he or she is
entitled to benefits under this Plan but who has not been advised of such
benefit or who believes that the calculation of the benefit is in error should
file a claim with the Plan Administrator. 
The claim should be filed within 90 days of the date on which the
Eligible Employee had learned of the scheduled termination or of the amount of
the benefit to be paid or not paid under this Plan.


 


The Eligible Employee
should submit a signed and dated claim in writing that briefly explains the
basis for the claim to the General Counsel of Principal Life Insurance
Company.  Within 90 days of receiving the
claim, the Plan Administrator will respond by written notice to the Eligible
Employee.


 


Appeals. 
Any Eligible Employee not satisfied by the disposition of the claim by
the Plan Administrator shall have the right to file an appeal with the General
Counsel Principal Life Insurance Company within 90 days of receipt of the
notice.


 


The appeal must be in
writing and include copies of the claim submitted to the Plan Administrator and
the Plan Administrator’s decision.  The
appeal should briefly explain why the Eligible Employee believes the Plan
Administrator’s decision was in error.


 


The Plan Administrator
must send a decision on the appeal, in writing, to the Eligible Employee,
within 60 days of the date on which the notice of appeal was filed.


 


Section 6 – Amendment and Termination


 


The Board of Directors of
the Principal Financial Group, Inc., or its delegate, has the right to
terminate or change the Plan or any provision of the Plan at any time.  In some instances, this authority has been
delegated to the Corporate Management Committee.  The current membership of the Corporate
Management Committee can be obtained from the Plan Administrator.


 


The benefits provided
under this Plan are not vested benefits. 
On or after the termination date of the Plan, no obligations for payment
under the Plan will exist.


 


Section 7 – Change of Control Plan


 


Notwithstanding anything
else contained in this Plan to the contrary, no benefits shall be provided
under this Plan at any time that benefits are payable under The Principal
Change of Control Plan for Senior Executives, regardless of whether a person
who is an Eligible Employee under this Plan is eligible to receive benefits
under such Change of Control Plan.


 


Section 8 – Miscellaneous


 


Right to
Terminate Employment.  A former Eligible Employee’s
failure to qualify for Severance under this Plan will not rescind or otherwise
affect the Eligible Employee’s termination of employment from the Employer, and
such failure to qualify for Severance will not establish any right:


 


·                  to a continuation or reinstatement of
employment with the Employer; or


 


·                  to receive any payment from the Employer
in lieu of Severance.


 


Source
of Benefits.  All severance benefits paid to a terminated
Eligible Employee under this Plan will be paid from the general assets of the
Eligible Employee’s Employer, and the status of an Eligible Employee’s claim to
any severance benefits will be the same as the status of a claim against the
Employer by any general and unsecured creditor. 
No person can look to, 


 


6

















 


or have any claim
against, any officer, director, employee, or agent of the employee’s Employer
as an individual, or any Employer, for payment of any benefits under this Plan.


 


Benefits
not to be Construed as Pension Benefits.  If the
severance benefits provided under this Plan, together with other termination
benefits (other than benefits provided for in a qualified benefit plan), equal
or exceed the equivalent of two year’s pay to an Eligible Employee, the Plan
Administrator has the authority to reduce payments payable under this Plan.


 


No
Assignment; Binding Effect.  No Eligible
Employee will have the right to alienate, assign, commute, or otherwise
encumber benefits under this Plan for any purpose, and any attempt to do so
will be disregarded completely as null and void.  The provisions of this Plan will be binding
on each Eligible Employee (and on each person who claims a benefit under any
such Eligible Employee or under the Plan) and on the Employer.


 


ERISA. 
The Employer intends for this Plan to constitute a “welfare plan” under
the Employee Retirement Income Security Act of 1974, as amended, and any
ambiguities in this Plan will be construed to effect that intent.


 


Construction. 
This Plan will be construed in accordance with the law of the state of
Iowa to the extent not preempted by federal law.  Headings and subheadings have been added for
convenience of reference and will have no substantive effect whatsoever.  All references to sections will be to
sections in this Plan.


 


Usage. 
Whenever applicable, the masculine gender, when used in this Plan, will
include the feminine or neuter gender, and the singular will include the
plural.


 


Drafting
Errors.  If, due to errors in drafting, any Plan
provision does not accurately reflect its intended meaning, as demonstrated by
consistent interpretations or other evidence of intent, or as determined by the
Plan Administrator in its sole and exclusive judgment, the provision shall be
considered ambiguous and shall be interpreted by the Plan Administrator and all
Plan fiduciaries in a fashion consistent with its intent, as determined in the
sole and exclusive judgment of the Plan Administrator.  The Plan Administrator shall amend the Plan
retroactively to cure any such ambiguity.


 


Section 9
– ERISA Summary Plan Description Information


 


The complete text of this
Plan document, including the ERISA information in this Section, constitutes the
Summary Plan Description.


 


As a participant in the
Plan you are entitled to certain rights and protections under the Employee
Retirement Income Security Act of 1974 (ERISA). 
ERISA provides that all Plan participants shall be entitled to:


 


Receive
Information about Your Plan and Benefits


 


You may examine, without
charge, at the Plan Administrator’s office (711 High Street, Des Moines, Iowa
50392-0001) all documents governing the Plan, including a copy of the latest
annual report, if required (Form 5500 Series) filed by the Plan with the
U.S. Department of Labor and available at the Public Disclosure Room of
the Pension and Welfare Benefit Administration. 
You may obtain, upon written request to the Plan Administrator, copies
of the documents governing the operation of the Plan, including a copy of the
latest annual report, if required (Form 5500 Series), and updated summary
plan descriptions.  The Plan
Administrator may make a reasonable charge for the copies.


 


Participants will receive
a summary of the Plan’s annual financial report, if requested.  The Plan Administrator is required by law to
provide each participant with a copy of this summary annual report, if requested.


 


Prudent
Actions by Plan Fiduciaries


 


In addition to creating
rights for Plan participants, ERISA imposes duties upon the individuals who are
responsible for the operation of the employee benefit plan.  The individuals who operate the Plan, called “fiduciaries”
of the Plan, have a duty to do so prudently and in the interest of you and
other Plan participants and beneficiaries. 
No one, including the plan sponsor, or any other person, may terminate
your employment or otherwise discriminate against you in any way to prevent you
from obtaining a welfare benefit or exercising your rights under ERISA.


 


7

















 


Enforce
Your Rights


 


If your claim for a welfare
benefit is denied or ignored, in whole or in part, you have a right, within
certain time schedules, to:


 


·                  know why this was done;


 


·                  obtain copies of documents relating to
the decision without charge; and


 


·                  appeal any denial.


 


Under ERISA, there are
steps you can take to enforce the above rights. 
For instance, if you request a copy of Plan documents or the latest
annual report form the Plan and do not receive them within 30 days, you may
file a lawsuit in a Federal court.  In
such a case, the court may require the Plan Administrator to provide the
materials and pay you up to $110 a day until you receive the materials, unless
the materials were not sent because of reasons beyond the control of the Plan
Administrator.  If you have a claim for
benefits which is denied or ignored, in whole or in part, you may file a lawsuit
in a State or Federal court.  In addition,
if you disagree with the Plan decision or lack thereof concerning the qualified
status of a domestic relations order or a medical child support order, you may
file a lawsuit in Federal court.  If it
should happen that Plan fiduciaries misuse the Plan’s money, or if you are
discriminated against for asserting your rights, you may seek assistance from
the U.S. Department of Labor, or you may file a lawsuit in a Federal
court.  The court will decide who should
pay court costs and legal fees.  If you
are successful the court may order the person you have sued to pay these costs
and fees.  If you lose, the court may
order you to pay these costs and fees, for example, if it finds your claim is
frivolous.


 


Assistance
with Your Questions


 


If you have any questions
about your Plan, contact the Plan Administrator.  If you have any questions about this
statement or about your rights under ERISA, or if you need assistance in
obtaining documents from the Plan Administrator, contact the nearest office of
the Employee Benefits Security Administration, U.S. Department of Labor, listed
in your telephone directory or the division of technical assistance and
inquiries, Employee Benefits Security Administration, U.S. Department of Labor,
200 Constitution Avenue NW, Washington, D.C. 20210.  You may also obtain certain publications
about your rights and responsibilities under ERISA by calling the Publications
Hotline of the Employee Benefits Security Administration.


 


8

















 


ERISA
Plan and Contact Information


 


Plan
Name:  The Principal Severance Plan for Senior
Executives


 


Type of
Plan:  Severance plan.


 


Plan
Number:  511


 


	
  Plan
  Administrator/Plan Sponsor Name and Address:

  	
  Principal Life
  Insurance Company

  
	
   

  	
  711
  High Street

  
	
   

  	
  Des
  Moines, Iowa 50392-0001

  



 


Plan
Administrator/Plan Sponsor Telephone:  515-247-5111


 


Employer
Identification Number:  42-0127290


 


Any legal action in
connection with this Plan should be directed to:


General Counsel,
Principal Life Insurance Company


711 High Street, Des
Moines, Iowa 50392-0300


 


Legal process may also be
served upon the Plan Administrator.


 


Executed
this            th day of March, 2009 by:


 


	
   

  	
   

  
	
  William T. Kerr, Chair of the Human Resources
  Committee of the Board

  



 


9
















 


EXHIBIT A


 


PLEASE READ THIS DOCUMENT CAREFULLY.  IT WILL


RELEASE
AND WAIVE LEGAL CLAIMS AND RIGHTS


YOU MAY HAVE.  YOU ARE ADVISED TO CONSULT WITH


AN
ATTORNEY BEFORE SIGNING THIS DOCUMENT.


 


RELEASE


 


1.             Definitions.  All
words used by this Release have their plain meanings in ordinary English.  Specific terms used in this Release have the
following meanings.


 


A.           “I,” “me,” and “my,” mean both me and anyone who has
or obtains any legal rights or claims through me, including but not limited to,
my spouse, heirs, assigns, representatives and executors.


 


B.             “Principal” means Principal Life
Insurance Company, any company related to Principal Life Insurance Company in
the present or past (including, without limitation, its predecessors,
subsidiaries, affiliates, parents, divisions, and joint venture partners) and
any successors of Principal Life Insurance Company.


 


C.             “Employer” means Principal; any present or past
directors, officers, employees, committees, attorneys, agents or
representatives of Principal; any present or past employee benefit plan
sponsored by Principal and/or the directors, officers, trustees,
administrators, employees, attorneys, agents, or representatives of that plan;
any company providing insurance to Principal in the present or past; and, any
person who acted on behalf of or on instructions from Principal.


 


D.            “My Claims” means all of my existing rights to any
relief of any kind from Principal, including but not limited to:


 


(1)                                  all claims arising out
of or relating to my employment with Principal, the termination of that
employment, or the statements, actions or omissions of the Employer;


 


(2)                                  all claims arising
under the laws of the United States or any other country or of any state,
province, municipality, or other unit of government, including but not limited
to, claims for any alleged unlawful discrimination or any other alleged
unlawful employment practices under the Equal Pay Act, Title VII of the Civil
Rights Act of 1964, the Age Discrimination in Employment Act, the Older Workers
Benefit Protection Act, the Americans with Disabilities Act, the Civil Rights
Act of 1991, the Civil Rights Act of 1866, the National Labor Relations Act,
the Employment Retirement Income Security Act, the Family and Medical Leave
Act, the Worker Adjustment and Retraining Notification Act, the Sarbanes-Oxley
Act and workers’ compensation non-retaliation statutes;


 


(3)                                  all claims for alleged
wrongful discharge; harassment; retaliation or reprisal; assault or battery,
defamation; intentional or negligent infliction of emotional distress; invasion
of privacy; false imprisonment; fraud; intentional or negligent
misrepresentation; interference with contractual or business relationships;
violation of public policy; my conduct, if any, as a “whistleblower”;
negligence; breach of contract; breach of implied contract; failure to keep any
promise; breach of fiduciary duty; breach of a covenant of good faith and fair
dealing; promissory or equitable estoppel; and any other wrongful employment
practices; and violation of any other principle of common law;


 


(4)                                  all claims for any type of relief from
the Employer, including but not limited to, back pay, front pay, lost benefits,
stock based compensation and stock options, reinstatement, other equitable
relief, liquidated damages, multiple damages, punitive damages, and damages for
any alleged breach of contract, any tort claim, or any alleged personal injury
or emotional injury or damage; and


 


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(5)                                  all claims for attorneys’ fees, costs,
disbursements and interest.


 


“My Claims” do not
include my vested rights, if any, in Principal’s Pension Plan for Employees and
the Principal Select Savings Plan for Employees, which survive unaffected by
this Release.  My Claims also do not include
any claims that may not be released as a matter of law or any claim that may
arise after the date on which I sign this Release.


 


2.             Agreement to Release My Claims.  In exchange for *[                               ]*,
which payment is conditioned on and in consideration of my execution of this
Release, I agree to give up all My Claims against the Employer.  I have not filed any actions, complaints or
lawsuits against the Employer arising out of the termination of my
employment.  I waive my right to money
damages or other legal and equitable relief awarded as a result of any claim
filed with respect to or related to My Claims by any person, entity or
governmental agency.  The payment that I
will receive is a full and fair compromise payment for the release of My Claims
and for the other obligations I am assuming as specified in this Release.


 


3.             Future Employment with Principal.  I will not seek future employment or any
other relationship with Principal.


 


4.             Company Property. 
By my last day of employment, I will return to Principal all files,
memoranda, computer records, documents, copies of the foregoing, computer
software and hardware, credit cards, keys, access cards and any other property
of Principal in my possession.


 


5.             Non-Solicitation. 
For a period of one year after the termination of my employment, I shall
not, directly or indirectly:


 


A.           encourage any employee or agent of Principal to
terminate his or her relationship with Principal;


B.             employ, engage as a consultant or
adviser, or solicit the employment or engagement as a consultant or adviser, of
any employee or agent of Principal, or cause or encourage any person to do any
of the foregoing;


C.             establish (or take preliminary steps to
establish) a business with, or encourage others to establish (or take
preliminary steps to establish) a business with, any employee or agent of the
Principal; or


D.            interfere with the relationship of
Principal with, or endeavor to entice away from Principal, any person who or
which at any time during the one year period prior to the date I sign this
Release was or is a material customer or material supplier of, or maintained a
material business relationship with, Principal.


 


6.  Affirmation of
Covenants.  I agree, understand and
acknowledge that, to the extent expressly provided in Section 4 of the
Plan, I am bound by certain covenants in favor of the Company with regard to
confidential information, non-solicitation and intellectual property, which
continue in full force and effect as specified in the Plan following my
termination of employment with the Company and the execution of this
Release.  I agree, understand and
acknowledge that the non-solicitation covenant contained in such Section 4
of the Plan shall continue in full force and effect until the first anniversary
of the date my employment terminates.


 


I acknowledge that such
covenants are reasonable in the scope of the activities restricted, the
geographic area covered by the restrictions, and the duration of the
restrictions, and that such covenants are reasonably necessary to protect
legitimate interests of each of the Employers in their respective Confidential
Information and in their relationships with their employees, customers and
suppliers.


 


In recognition of the
confidential nature of the Confidential Information, and in recognition of the
necessity of the limited restrictions imposed such covenants, I agree that it
would be impossible to measure solely in money the damages which any of the
Employers would suffer if I were to breach any of my obligations under such
Sections.  I also acknowledge that such
breach would irreparably injure the Employers. 
Accordingly, I agree that if I breach any of these covenants, the
Employers shall be entitled, in addition to any other remedies to which the
Employers may be entitled, to an injunction to be issued by a court of
competent jurisdiction, to restrain any breach, or threatened breach, of such
provisions, and I hereby waive any right to assert any claim or defense that
the Employers have an adequate remedy at law for any such breach.


 


If a court determines
that any of the covenants referenced above is unenforceable in whole or in part
because of such covenant’s duration or geographical or other scope, such court
shall have the power to modify the duration or scope of such provision, as the
case may be, so as to cause such covenant as so modified to be enforceable.


 


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7.             Cooperation.  At
the request of the Employer, I will render all assistance and perform all
lawful acts that the Employer considers necessary or advisable in connection
with any litigation involving the Employer or any director, officer, employee,
shareholder, agent, representative, consultant, client or vendor of the
Employer.


 


8.             Confidentiality. 
I understand that I may disclose the contents of this Release to my
spouse or domestic partner, my attorney, and my tax advisor.  I agree that if I do so, I will inform them
of this confidentiality clause and tell them that they are also bound by
it.  I agree that I will not disclose the
contents of this Release or any of its terms to any other individual,
corporation, or entity, except as required by law.  I acknowledge that disclosing the contents of
this Release except to the persons listed above would cause Principal injury
and damage, the actual amount of which would be difficult to determine; thus,
in the event that I violate this confidentiality clause, in addition to all
other remedies allowed by law, Principal shall be entitled to obtain injunctive
relief against me without the necessity of posting bond or other security.


 


9.             Additional Agreements and Understandings.


 


A.           Even though the Employer will pay me to
release My Claims, the Employer does not admit that it is responsible or
legally obligated to me for My Claims. 
In fact, I understand the Employer denies that it is responsible or
legally obligated for My Claims, denies that it has engaged in any improper or
unlawful conduct toward me, and denies that it has treated me unfairly.


 


B.             Principal may withhold
all taxes it determines it is legally required to withhold from any payment
owed to me pursuant to this Release.  I
understand that Principal has made no representations or warranties regarding
taxes, and that I am solely responsible for any tax consequences arising from
payments received pursuant to this Release.


 


10.           Advice to Consult With an
Attorney.  I understand and acknowledge
that I am hereby being advised by the Employer to consult with an attorney
prior to signing this Release.  My decision
whether to sign this Release is my own voluntary decision made with full
knowledge that the Employer has advised me to consult with an attorney.


 


11.           My Representations.  I represent that I have not filed for
personal bankruptcy or been involved in any personal bankruptcy proceeding
between any accrual of My Claims and the date of my signature below.  I am legally able and entitled to receive the
full payment that will be made to me by the Employer in settlement of My
Claims.  I have read this Release carefully.  I understand all its terms.  In agreeing to sign this Release I have not
relied on any statements or explanations made by the Employer or its attorneys,
except as specifically set forth in this Release.  I am voluntarily releasing My Claims against
the Employer.


 


12.           My Rights to Review, Accept, or
Rescind.  The Employer has informed me
and I understand and acknowledge that I have a period of 21 days, beginning on
the day after the day this Release is delivered to me, to consider whether I
wish to enter into this Release and be bound by its terms.  The Employer has informed me and I understand
and acknowledge that if I do not accept the terms of this Release within that
21-day review period, the Employer may not extend the time in which its offer to
enter into the agreements contained in this Release is open to me, and I waive
any right I may have to take additional time beyond this consideration period
within which to consider this Release.  I
understand and acknowledge that if I sign this Release before the end of the
21-day period, it will be my decision to do so because I have decided that I do
not need any additional time to decide whether to sign the Release.


 


If I decide to accept the
terms of this Release, I must send the signed and dated Release by first-class
mail or deliver it by hand to the address given below within the 21-day period
that I have to consider signing this Release.


 


The Employer has informed
me and I also understand and acknowledge that I may revoke this Release at any
time within 7 days after I sign it, not counting the day on which I sign it In
order for my revocation to be effective, I understand and acknowledge that it
must be in writing and mailed or hand-delivered to Principal at the following
address and postmarked or received by Principal within the 7-day period.


 


Principal Financial Group


Des Moines, IA 50392-0001


 


I understand and
acknowledge that I will not receive any payment under this Release if I revoke
it, and in any event, I will not receive any payment until after the 7-day
revocation period has expired.


 


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13.           Governing Law.  This Release will be governed by the laws of
the state of Iowa, without regard to its conflict of law provisions.


 


14.           Assignment.  Principal may in its sole discretion assign
this Release to any subsidiary or affiliated entity or to any entity that
succeeds to some or all of the business of Principal through merger,
consolidation, a sale of some or all of the assets of Principal, or any similar
transaction.


 


 


15.           Entire Agreement/Severability.  This Release is the entire agreement between
Principal and me relating to the termination of my employment and this
settlement.  If any portion of this
Release is found to be invalid, unlawful, or unenforceable, the remaining
provisions shall continue in full force and effect.  It is my desire that all other portions of
this Release that can be separated from it or appropriately limited in scope
will remain fully valid and enforceable.


 


 


	
  Signature:

  	
   

  	
   

  	
  Dated:

  	
   

  



 


 


PRINCIPAL LIFE INSURANCE
COMPANY


 


 


	
  By:

  	
   

  	
   

  	
  Dated:

  	
   

  



 


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