Exhibit 4.3


 


Execution Copy




 





 


 


8.875% Senior
Notes due 2019


 


 


PRINCIPAL
FINANCIAL GROUP, INC.,


 


as Issuer,


 


and


 


PRINCIPAL
FINANCIAL SERVICES, INC.,


 


as Guarantor


 


and


 


THE BANK OF NEW
YORK MELLON TRUST COMPANY, N.A.,


 


as Trustee


 


 


SECOND
SUPPLEMENTAL INDENTURE


 


Dated as of May 21,
2009


 




 





 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE I

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  The Series of Securities

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1.1.

  	
  Establishment

  	
  2

  
	
  SECTION 1.2.

  	
  Definitions

  	
  2

  
	
  SECTION 1.3.

  	
  Payment of
  Principal, Premium, if any, and Interest

  	
  2

  
	
  SECTION 1.4.

  	
  Denominations

  	
  3

  
	
  SECTION 1.5.

  	
  No Sinking
  Fund

  	
  3

  
	
  SECTION 1.6.

  	
  Global
  Securities

  	
  3

  
	
  SECTION 1.7.

  	
  Transfer

  	
  4

  
	
  SECTION 1.8.

  	
  Defeasance

  	
  4

  
	
  SECTION 1.9.

  	
  Optional
  Redemption

  	
  4

  
	
  SECTION 1.10.

  	
  Events of
  Default

  	
  5

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE II

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Guarantee

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.1.

  	
  Guarantee

  	
  6

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE III

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Miscellaneous

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.1.

  	
  Recitals by
  the Company

  	
  6

  
	
  SECTION 3.2.

  	
  Application
  of Supplemental Indenture

  	
  7

  
	
  SECTION 3.3.

  	
  Executed in
  Counterparts

  	
  7

  
	
  SECTION 3.4.

  	
  Governing
  Law; Waiver of Jury Trial

  	
  7

  
	
   

  	
   

  	
   

  
	
  Exhibit A

  	
  Form of Global Note

  	
   

  
	
  Exhibit B

  	
  Form of Guarantee

  	
   

  
				



 


i

















 


SECOND SUPPLEMENTAL INDENTURE, dated as of May 21,
2009, among PRINCIPAL FINANCIAL GROUP, INC., a corporation duly organized and
existing under the laws of the State of Delaware (the “Company,” as
further defined in the Original Indenture hereinafter referred to), PRINCIPAL
FINANCIAL SERVICES, INC., a corporation duly organized and existing under the
laws of the State of Iowa, as guarantor (the “Guarantor,” as further
defined in the Original Indenture hereinafter referred to), and THE BANK OF NEW
YORK MELLON TRUST COMPANY, N.A., a national banking association incorporated
and existing under the laws of the United States of America, as trustee (the “Trustee,”
as further defined in the Original Indenture hereinafter referred to).


 


WHEREAS, the Company, the Guarantor and the
Trustee have heretofore entered into an Indenture, dated as of May 21,
2009 (the “Original Indenture”), with the Trustee;


 


WHEREAS, the Original Indenture is
incorporated herein by this reference and the Original Indenture, as
supplemented by this Second Supplemental Indenture, is herein called the “Indenture”;


 


WHEREAS, Section 301 of the Original
Indenture provides for various matters with respect to Securities issued under
the Original Indenture to be established in an indenture supplemental to the
Original Indenture;


 


WHEREAS, Section 901(4) of the
Original Indenture permits the execution and delivery of a supplemental
indenture without the consent of any Holders to establish the form or terms of
Securities of any series;


 


WHEREAS, the Company proposes to create under
the Indenture a new series of Securities;


 


WHEREAS, the Guarantor will fully and
unconditionally guarantee the obligations of the Company under the new series
of Securities in accordance with the provisions of the Indenture; and


 


WHEREAS, all the conditions and requirements
necessary to make this Second Supplemental Indenture, when duly executed and
delivered, a valid and binding agreement in accordance with its terms and for
the purposes herein expressed have been performed and fulfilled.


 


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


 


1

















 


ARTICLE I



THE SERIES OF SECURITIES


 


SECTION 1.1.            Establishment.


 


There is hereby established a new series of Securities
to be issued under the Indenture, to be designated as the Company’s “8.875%
Senior Notes due 2019” (the “Senior Notes”).


 


The initial limit upon the aggregate
principal amount of the Senior Notes that may be authenticated and delivered
under the Indenture (except for (i) Senior Notes authenticated and
delivered upon registration or transfer of, or in exchange for or in lieu of,
other Senior Notes pursuant to Sections 304, 305, 306, 906 or 1108 of the
Original Indenture, and (ii) any Senior Notes which, pursuant to Section 303
of the Original Indenture, are deemed never to have been authenticated and
delivered thereunder) is $350,000,000; provided, however, that
the aggregate principal amount of the Senior Notes may be increased in the
future, without the consent of the holders of the Senior Notes, on the same
terms and with the same CUSIP and ISIN  numbers
as the Senior Notes, except that the issue price, the first interest payment
date and the issue date may vary.


 


The Senior Notes shall be issued in the form
of one or more Global Securities in substantially the form set forth in Exhibit A
hereto.  The Depositary with respect to
the Senior Notes shall be The Depository Trust Company.


 


SECTION 1.2.            Definitions.


 


The following defined terms used herein
shall, unless the context otherwise requires, have the meanings specified
below.  Capitalized terms used herein for
which no definition is provided herein shall have the meanings set forth in the
Original Indenture.


 


“Interest Payment Date” means May 15
and November 15 of each year, commencing November 15, 2009.


 


“Regular Record Date” mean, the May 1
or November 1 of each year (whether or not a Business Day) immediately
preceding the related Interest Payment Date.


 


SECTION 1.3.            Payment of Principal, Premium, if any, and Interest.


 


The Senior Notes will mature on May 15,
2019.  The Senior Notes shall bear
interest at the rate of 8.875% per annum from May 21, 2009.  Interest shall be paid semi-annually on each
Interest Payment Date, commencing November 15, 2009, to the Person in
whose name the Senior Notes are registered on the Regular Record Date for 


 


2

















 


such Interest
Payment Date.  Any such interest that is
not so punctually paid or duly provided for will forthwith cease to be payable
to the holders on such Regular Record Date and may be paid as provided in Section 307
of the Original Indenture.


 


Principal of, and premium, if any, and
interest on the Senior Notes will be payable, and transfers of the Senior Notes
will be registrable, at the Company’s office or agency in the Borough of
Manhattan, The City of New York, which initially shall be the Corporate Trust
Office of the Trustee.  Transfers of the
Senior Notes will also be registrable at any of the Company’s other offices or
agencies that it may maintain for that purpose.


 


SECTION 1.4.            Denominations.


 


The Senior Notes may be issued in
denominations of $2,000 or any multiple of $1,000 in excess thereof.


 


SECTION 1.5.            No Sinking Fund.


 


The Senior Notes are not entitled to the
benefit of any sinking fund.


 


SECTION 1.6.            Global Securities.


 


The Senior Notes will be issued in the form
of one or more Global Securities registered in the name of the Depositary or
its nominee.  Except under the limited
circumstances described below, Senior Notes represented by Global Securities
will not be exchangeable for, and will not otherwise be issuable as, Senior
Notes in definitive form.  The Global
Securities described above may not be transferred except as a whole by the
Depositary to a nominee of the Depositary, or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary, or by the Depositary or
any such nominee to a successor Depositary or its nominee.


 


Owners of beneficial interests in such Global
Securities will not be considered the holders thereof for any purpose under the
Indenture, and no Global Security representing a Senior Note shall be
exchangeable, except for another Global Security of like denomination and tenor
to be registered in the name of the Depositary or its nominee or to a successor
Depositary or its nominee.  The rights of
holders of such Global Securities shall be exercised only through the
Depositary.


 


A Global Security shall be exchangeable for
Senior Notes registered in the names of Persons other than the Depositary or
its nominee only as provided by Section 305 of the Original
Indenture.  Any Global Security that is
exchangeable pursuant to the preceding sentence shall be exchangeable for
Senior Notes registered in such names as the Depositary shall direct.


 


3

















 


SECTION 1.7.            Transfer.


 


No service charge will be made for any
registration of transfer or exchange of Senior Notes, but payment will be
required of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection therewith.


 


SECTION 1.8.            Defeasance.


 


The provisions of Sections 1202 and 1203 of
the Original Indenture will apply to the Senior Notes.


 


SECTION 1.9.            Optional Redemption.


 


The Senior Notes will be redeemable, at the
option of the Company, in whole at any time or in part from time to time (a “Redemption
Date”), at a redemption price (the “Redemption Price”) equal to the
greater of (i) 100% of the principal amount of the Senior Notes to be
redeemed or (ii) an amount equal to the sum of the present values of the
remaining scheduled payments of principal and interest on the Senior Notes to
be redeemed, not including any portion of the payments of interest accrued as
of such Redemption Date, discounted to such Redemption Date on a semiannual
basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate, plus 50  basis points,
as calculated by an Independent Investment Banker; plus in each case, accrued
and unpaid interest on the Senior Notes to be redeemed to, but excluding, such
Redemption Date.


 


If the Company has given notice as provided
in the Original Indenture and made funds available for the redemption of any
Senior Notes called for redemption on the Redemption Date referred to in that
notice, those Senior Notes will cease to bear interest on that Redemption
Date.  Any interest accrued to the date
fixed for redemption will be paid as specified in such notice.  The Company will give written notice of any
redemption of any Senior Notes to holders of the Senior Notes to be redeemed at
their addresses, as shown in the security register for the Senior Notes, at
least 30 days and not more than 60 days prior to the date fixed for redemption.  The notice of redemption will specify, among
other items, the date fixed for redemption, the redemption price and the
aggregate principal amount of the Senior Notes to be redeemed.


 


If the Company chooses to redeem less than
all of the Senior Notes, the particular Senior Notes to be redeemed shall be
selected by the Trustee not more than 45 days prior to the Redemption
Date.  The Trustee will select the method
in its sole discretion, in such manner as it shall deem appropriate and fair,
for the Senior Notes to be redeemed in part.


 


“Comparable Treasury Issue” means the
United States Treasury security selected by the Independent Investment Banker
as having a maturity comparable to the remaining term of the Senior Notes to be
redeemed that would be utilized, at the time of selection 


 


4

















 


and in
accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the
Senior Notes.


 


“Comparable Treasury Price” means,
with respect to any Redemption Date for the Senior Notes, the average of the
Reference Treasury Dealer Quotations for such Redemption Date, after excluding
the highest and lowest of such Reference Treasury Dealer Quotations, or if the
Company obtains fewer than five such Reference Treasury Dealer Quotations, the
average of all such quotations.


 


“Independent Investment Banker” means
an independent investment banking institution of national standing appointed by
the Company.


 


“Reference Treasury Dealer” means each
of Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche
Bank Securities Inc. and two other primary U.S government securities dealers
(each, a “Primary Treasury Dealer”), as specified by the Company;
provided that if any of Citigroup Global Markets Inc., Credit Suisse Securities
(USA) LLC, Deutsche Bank Securities Inc. or any Primary Treasury Dealer as
specified by the Company shall cease to be a Primary Treasury Dealer, the
Company will substitute therefor another Primary Treasury Dealer.


 


“Reference Treasury Dealer Quotations”
means, with respect to the Reference Treasury Dealer and any Redemption Date,
the average, as determined by the Company, of the bid and asked prices for the
Comparable Treasury Issue (expressed, in each case, as a percentage of its
principal amount) quoted in writing to the Company by such Reference Treasury
Dealer at 5:00 p.m., New York City time, on the third business day
preceding such Redemption Date.


 


“Treasury Rate” means the rate per
year equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date. 
The Treasury Rate shall be calculated on the third business day
preceding the Redemption Date.


 


SECTION 1.10.          Events of Default.


 


In addition to
the Events of Default set forth in Section 501 of the Original Indenture,
each of the following will also constitute an “Event of Default” for the Senior
Notes:


 


	
  ·

  	
  default for 30 days in the
  payment of any interest on the Senior Notes under the Guarantee by the
  Guarantor;

  
	
   

  	
   

  
	
  ·

  	
  default in the payment of
  principal of the Senior Notes, or premium, if any, when due under the
  Guarantee by the Guarantor;

  



 


5

















 


	
  ·

  	
  default in the
  performance, or breach, of any covenant or warranty of the Guarantor in the
  Indenture or the Guarantee (other than a covenant or warranty a default in the
  performance of which or the breach of which is specifically dealt with
  elsewhere in this Section), and continuance of such default or breach for a
  period of 90 days after there has been given, by registered or certified
  mail, to the Guarantor by the Trustee or to the Guarantor and the Trustee by
  the Holders of at least 25% in aggregate principal amount of the Outstanding
  Securities of that series a written notice specifying such default or breach
  and requiring it to be remedied and stating that such notice is a “Notice of
  Default” hereunder;

  
	
   

  	
   

  
	
  ·

  	
  the entry of a decree or
  order by a court having jurisdiction in the premises adjudging the Guarantor
  bankrupt or insolvent, or approving as properly filed a petition seeking
  reorganization, arrangement, adjustment or composition of or in respect of
  the Guarantor under any applicable Federal or State bankruptcy, insolvency,
  reorganization or other similar law, or appointing a receiver, liquidator,
  assignee, trustee, sequestrator (or other similar official) of the Guarantor
  or of any substantial part of its property or ordering the winding up or
  liquidation of its affairs, and the continuance of any such decree or order
  unstayed and in effect for a period of 90 consecutive days; or

  
	
   

  	
   

  
	
  ·

  	
  the Guarantee ceases to be
  in full force and effect (other than in accordance with its terms) or the
  Guarantor denies or disaffirms its obligations under the Guarantee.

  



 


ARTICLE II



GUARANTEE


 


SECTION 2.1.            Guarantee.


 


The Guarantor shall fully and unconditionally
guarantee the Senior Notes pursuant to a guarantee in substantially the form
set forth in Exhibit B hereto.


 


ARTICLE III



MISCELLANEOUS


 


SECTION 3.1.            Recitals by the Company.


 


The recitals in this Second Supplemental
Indenture are made by the Company and the Guarantor only and not by the
Trustee, and all of the provisions contained in the Original Indenture in
respect of the rights, privileges, immunities, powers and duties of 


 


6

















 


the Trustee
shall be applicable in respect of the Senior Notes and of this Second
Supplemental Indenture as fully and with like effect as if set forth herein in
full.


 


SECTION 3.2.            Application of Supplemental Indenture.


 


Each and every term and condition contained
in this Second Supplemental Indenture that modifies, amends or supplements the
terms and conditions of the Original Indenture shall apply to the Senior Notes
created hereby and not to any future series of Securities established under the
Original Indenture.


 


SECTION 3.3.            Executed in Counterparts.


 


This Second Supplemental Indenture may be
simultaneously executed in several counterparts, each of which shall be deemed
to be an original, and such counterparts shall together constitute one and the
same instrument.


 


SECTION 3.4.            Governing Law; Waiver of Jury Trial.


 


THIS SECOND SUPPLEMENTAL INDENTURE AND THE
SENIOR NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.


 


EACH OF THE COMPANY AND THE TRUSTEE HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING
TO THIS SECOND SUPPLEMENTAL INDENTURE, THE SENIOR NOTES OR THE TRANSACTION
CONTEMPLATED HEREBY.


 


7

















 


IN WITNESS WHEREOF, each party hereto has
caused this Second Supplemental Indenture to be duly executed as of the day and
year first above written.


 


 


	
   

  	
  PRINCIPAL
  FINANCIAL GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terrance
  J. Lillis

  
	
   

  	
  Name:
  Terrance J. Lillis

  
	
   

  	
  Title: Senior
  Vice President and

  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PRINCIPAL FINANCIAL SERVICES, INC., as guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terrance
  J. Lillis

  
	
   

  	
  Name:
  Terrance J. Lillis

  
	
   

  	
  Title:
  Senior Vice President and

  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF
  NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Roxane
  Ellwanger

  
	
   

  	
  Name: Roxane
  Ellwanger

  
	
   

  	
  Title:
  Assistant Vice President

  



 


 


[Signature
page to Second Supplemental Indenture]


 
















 


EXHIBIT A


 


[FORM OF
GLOBAL NOTE]



(FORM OF FACE OF SECURITY)


 


UNLESS THIS SECURITY IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF DTC OR A NOMINEE THEREOF.  THIS
SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY
REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR SUCH NOMINEE, EXCEPT IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


PRINCIPAL
FINANCIAL GROUP, INC.

8.875% Senior Notes due 2019


 


	
   

  	
  CUSIP:                    

  
	
   

  	
   

  
	
  No.

  	
  $[              ]

  



 


PRINCIPAL FINANCIAL GROUP, INC., a
corporation organized and existing under the laws of Delaware (hereinafter
called the “Company”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co., or registered assigns, the principal sum of
[                                ]
Dollars on May 15, 2019, and to pay interest thereon from May 21,
2009 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually on May 15 and November 15 in
each year, commencing November 15, 2009, at the rate of 8.875% per annum,
on the basis of a 360-day year 


 


A-1

















 


consisting of
twelve 30-day months, until the principal hereof is paid or duly provided for
or made available for payment.


 


The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the May 1 or November 1
(whether or not a Business Day) immediately preceding such Interest Payment
Date.  Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.


 


Payment of the principal of (and premium, if
any) and any interest on this Security will be made at the office or agency of
the Company maintained for that purpose in The City of New York, in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.


 


Reference is hereby made to the further
provisions of this Security set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set forth at this
place.


 


Unless the certificate of authentication
hereon has been executed by the Trustee referred to on the reverse hereof by
manual signature, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.


 


A-2

















 


IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed.


 


 


	
   

  	
  PRINCIPAL
  FINANCIAL GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


A-3

















 


 


CERTIFICATE OF
AUTHENTICATION


 


This is one of the Securities referred to in
the within-mentioned Indenture.


 


 


	
   

  	
  THE BANK OF
  NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized
  Signatory

  



 


Dated:


 


A-4

















 


(FORM OF REVERSE OF SECURITY)


 


This Security is one of a duly authorized
issue of securities of the Company (herein called the “Securities”),
issued and to be issued in one or more series under a Senior Indenture, dated
as of May 21, 2009, as supplemented and amended from time to time (herein
called the “Indenture”), between the Company, Principal Financial
Services, Inc., as guarantor (herein called the “Guarantor,” as
such term is further defined in the Indenture), and The Bank of New York Mellon
Trust Company, N.A., as Trustee (herein called the “Trustee”, which term
includes any successor trustee under the Indenture), including by the Second
Supplemental Indenture thereto dated as of May 21, 2009 among the Company,
the Guarantor and the Trustee (the “Supplemental Indenture”), to which
Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Guarantor, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. 
This Security is one of the series designated on the face hereof,
initially limited in aggregate principal amount to $350,000,000.


 


All terms used in this Security that are
defined in the Indenture shall have the meaning assigned to them in the
Indenture.


 


The Securities of this series will be
redeemable, at the option of the Company, as set forth in Section 1.9 of
the Supplemental Indenture.


 


The Indenture contains provisions for
satisfaction, discharge and defeasance of the entire indebtedness on this
security, upon compliance by the Company with certain conditions set forth
therein.


 


If an Event of Default with respect to
Securities of this series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the manner and
with the effect provided in the Indenture.


 


Upon payment of the amount of principal so
declared due and payable and of interest on any overdue principal and overdue
interest at the rate per annum applicable to the Securities of this series set
forth on the face hereof (in each case to the extent that the payment of such
interest shall be legally enforceable), all of the Company’s obligations in
respect of the payment of the principal of and interest, if any, on the
Securities of this series shall terminate.


 


The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of a majority in principal
amount of the Securities at the time Outstanding of each series to be
affected.  The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the 


 


A-5

















 


Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences.  Any
such consent or waiver by the Holders of the Securities of such series shall be
conclusive and binding upon such Holders and upon all future Holders of
Securities of such series and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon such Securities.


 


No reference herein to the Indenture and no
provision of this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of (and premium, if any) and interest on this Security at the times,
place and rate, and in the coin or currency, herein prescribed.


 


As provided in the Indenture and subject to
certain limitations therein set forth, the transfer of this Security is
registrable in the Security Register, upon surrender of this Security for
registration of transfer at the office or agency of the Company in any place
where the principal of (and premium, if any) and interest on this Security are
payable, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed
by, the Holder hereof or his attorney duly authorized in writing, and thereupon
one or more new Securities of this series, of authorized denominations and for
the same aggregate principal amount, will be issued to the designated
transferee or transferees.


 


The Securities of this series are issuable
only in registered form without coupons in denominations of $2,000 and in
multiples of $1,000 in excess thereof. 
As provided in the Indenture and subject to certain limitations therein
set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series of a different authorized
denomination, as requested by the Holder surrendering the same.


 


No service charge shall be made for any such
registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith.


 


The Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security
be overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.


 


The Guarantor shall guarantee, on an
unsecured senior basis, the obligations of the Company under this Security,
subject to the terms, conditions and limitations provided in the Indenture and
the Guarantee, dated as of May 21, 2009, from the Guarantor to the
Trustee, relating to this Security.


 


THIS SECURITY SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


EACH OF THE COMPANY AND THE TRUSTEE HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING 


 


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OUT OF OR
RELATING TO THE INDENTURE, THIS SECURITY OR THE TRANSACTION CONTEMPLATED
HEREBY.


 


A-7

















 


EXHIBIT B


 


[FORM OF
GUARANTEE]


 




 





 


 


8.875% Senior
Notes due 2019


 


GUARANTEE



from



PRINCIPAL FINANCIAL SERVICES, INC., as Guarantor



to



THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee



Dated as of May 21, 2009


 




 





 


B-1

















 


GUARANTEE


 


This Guarantee (this “Guarantee”) is
made and entered into as of May 21, 2009, from PRINCIPAL FINANCIAL
SERVICES, INC., a corporation duly organized and existing under the laws of the
State of Iowa, as guarantor (herein called the “Guarantor,” which term
includes any successor hereunder), to THE BANK OF NEW YORK MELLON TRUST COMPANY,
N.A., a national banking association incorporated and existing under the laws
of the United States of America, as trustee (the “Trustee,” as further
defined in the Indenture hereinafter referred to). Defined terms used herein
without definition shall have the meanings given to them in the Senior
Indenture, dated as of May 21, 2009 among Principal Financial Group, Inc.,
a Delaware corporation (the “Company,” as further defined in the
Indenture hereinafter referred to), the Guarantor and the Trustee, as
supplemented by the Second Supplemental Indenture, dated as of May 21,
2009, among the Company, the Guarantor and the Trustee with respect to the
Securities as defined below (the “Indenture”).


 


RECITALS


 


The Guarantor is a wholly-owned subsidiary of
the Company and has duly authorized the execution and delivery of this
Guarantee to provide for the guarantee by the Guarantor for the benefit of the
Holders of the Company’s 8.875% Senior Notes due 2019 (the “Securities”)
issued pursuant to the Indenture.


 


For and in consideration of the premises and
the purchase of the Securities by the Holders thereof, it is mutually
covenanted and agreed as follows for the equal and ratable benefit of the
Holders of the Securities:


 


ARTICLE I



REPRESENTATIONS AND WARRANTIES OF GUARANTOR


 


SECTION 1.1         Guarantor Representations and Warranties.


 


The Guarantor does hereby represent and
warrant that it is a corporation duly incorporated and in good standing under
the laws of the State of Iowa, has the power to enter into and perform this
Guarantee and to own its corporate property and assets, has duly authorized the
execution and delivery of this Guarantee by proper corporate action and neither
this Guarantee, the authorization, execution, delivery and performance hereof,
the performance of the agreements herein contained nor the consummation of the
transactions herein contemplated will violate in any material respect any
provision of law, any order of any court or agency of government or any
agreement, indenture or other instrument to which the Guarantor is a party or
by which it or its property is bound, or in 


 


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any material
respect be in conflict with or result in a breach of or constitute a default
under any indenture, agreement or other instrument or any provision of its
certificate of incorporation, bylaws or any requirement of law. This Guarantee
constitutes the legal, valid and binding obligation of the Guarantor
enforceable against the Guarantor in accordance with its terms, except as the
enforceability hereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the rights of creditors
generally and by general equitable principles.


 


ARTICLE II



GUARANTEE OF OBLIGATIONS


 


SECTION 2.1         Obligations Guaranteed.


 


Subject to the provisions of this Article 2,
the Guarantor hereby unconditionally guarantees (a) to each Holder
of a Security authenticated and delivered by the Trustee or Authenticating
Agent, (i) the full and prompt payment of the principal of, and
premium, if any, and interest on, and any Redemption Price with respect to,
such Security, when, where and as the same shall become due and payable,
whether at the stated maturity thereof, by acceleration, call for redemption or
otherwise in accordance with the terms of such Security and the Indenture and (ii) the
full and prompt payment of interest on the overdue principal and interest, if
any, on such Security, at the rate specified in such Security and to the extent
lawful and (b) to the Trustee the full and prompt payment upon
written demand therefor of all amounts due to it in accordance with the terms
of the Indenture (collectively the “Guaranteed Obligation”). If for any
reason the Company shall fail punctually to pay any such Guaranteed Obligation,
the Guarantor hereby agrees to cause any such Guaranteed Obligation to be made
punctually when, where and as the same shall become due and payable, whether at
the stated maturity thereof, by acceleration, call for redemption or otherwise.
All payments by the Guarantor hereunder shall be paid in lawful money of the
United States of America.  This Guarantee
is unsecured and ranks equally in right of payment with all of the Guarantor’s
existing and future senior indebtedness.


 


SECTION 2.2         Obligations Unconditional.


 


The obligations of the Guarantor under this
Guarantee shall be absolute, unconditional and irrevocable and shall constitute
a continuing guarantee of payment and not of collectability. Such obligations
shall remain in full force and effect until this Guarantee shall terminate in
accordance with the provisions of Section 5.1 hereof, and, to the maximum
extent permitted by applicable law, such obligations shall not be affected,
modified, released or impaired by any state of facts or the happening from time
to time of any event, including, without limitation, any of the following,
whether or not with notice to, or the consent of, the Guarantor:


 


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(a)           the waiver,
compromise, settlement, release or termination of any or all of the
obligations, covenants or agreements of the Company contained in the Securities
or the Indenture, or of the payment, performance or observance thereof;


 


(b)           the failure to give
notice to the Guarantor of the occurrence of any default or an Event of Default
under the terms and provisions of the Securities or the Indenture;


 


(c)           the assignment or
purported assignment of any of the obligations, covenants and agreements
contained in this Guarantee;


 


(d)           the extension of the
time for payment of any principal of, premium, if any, or interest on, or any
Redemption Price with respect to, the Securities or of the time for performance
of any obligations, covenants or agreements under or arising out of the Securities
or the Indenture or the extension or the renewal of any thereof;


 


(e)           the modification or
amendment (whether material or otherwise) of any obligation, covenant or
agreement set forth in the Securities or the Indenture;


 


(f)            the taking or the
omission to take any of the actions referred to in this Guarantee or in the
Indenture;


 


(g)           any failure,
omission or delay on the part of, or the inability of, the Trustee or the
Holders of the Securities to enforce, assert or exercise any right, power or
remedy conferred on the Trustee, such Holders or any other person in this
Guarantee or in the Indenture for any reason;


 


(h)           the voluntary or
involuntary liquidation, dissolution, merger, consolidation, sale or other
disposition of all or substantially all the assets, marshaling of assets and
liabilities, receivership, insolvency, bankruptcy, assignment for the benefit
of creditors, reorganization, arrangement, composition with creditors or
readjustment of, or other similar proceedings affecting the Company or any or
all of its assets, or any allegation or contest of the validity of the
Securities or the Indenture or the disaffirmance of the Securities or the
Indenture in any such proceeding; it being specifically understood, consented
and agreed to that this Guarantee shall remain and continue in full force and
effect and shall be enforceable against the Guarantor to the same extent and
with the same force and effect as if such proceedings had not been instituted,
and it is the intent and purpose of this Guarantee that the Guarantor shall and
does hereby waive, to the maximum extent permitted by applicable law, all
rights and benefits which might accrue to the Guarantor by reason of any such
proceedings;


 


(i)            any event or action
that would, in the absence of this clause, result in the release or discharge
by operation of law of the Guarantor from the performance or observance of any
obligation, covenant or agreement contained in this Guarantee;


 


(j)            the default or
failure of the Guarantor fully to perform any of its obligations set forth in
this Guarantee;


 


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(k)           the release, substitution or
replacement of any security pledged for the benefit of the Holders of the
Securities under the Indenture;


 


(l)            the disposition by the Company of
any or all of its interest in any capital stock of the Guarantor, or any change,
restructuring or termination of the corporate structure, ownership, corporate
existence or any rights or franchises of the Guarantor;


 


(m)          any other circumstances which might
otherwise constitute a legal or equitable discharge or defense of a surety or a
guarantor; or


 


(n)           any other occurrence whatsoever,
whether similar or dissimilar to the foregoing.


 


SECTION 2.3         No Waiver or Set-Off.


 


The Guarantor agrees that, to the maximum
extent permitted by law, (a) no act of commission or omission of
any kind or at any time on the part of the Trustee or any Holder of the
Securities, or their successors and assigns, in respect of any matter
whatsoever shall in any way impair the rights of the Trustee or such Holders to
enforce any right, power or benefit under this Guarantee, and (b) no
set-off, counterclaim, reduction, or diminution of any obligation, or any
defense of any kind or nature (other than performance), which the Guarantor or
the Company has or may have against the Trustee or such Holders or any assignee
or successor thereof shall be available hereunder to the Guarantor.


 


SECTION 2.4         Waiver of Notice; Expenses.


 


The Guarantor hereby expressly waives notice
from the Trustee or the Holders of the Securities of their acceptance and
reliance on this Guarantee. The Guarantor further waives, to the maximum extent
permitted by law, any right that it may have (a) to require the
Trustee or the Holders of the Securities to take action or otherwise proceed
against the Company, (b) to require the Trustee or the Holders of
the Securities to proceed against or exhaust any security pledged for the
benefit of the Holders of the Securities under the Indenture or (c) to
require the Trustee or the Holders of the Securities otherwise to enforce,
assert or exercise any other right, power or remedy that may be available to
the Trustee or such Holders. The Guarantor agrees to pay all costs, expenses
and fees, including all reasonable attorneys’ fees and expenses, that may be
incurred by the Trustee in enforcing or attempting to enforce this Guarantee or
protecting the rights of the Trustee or the Holders of the Securities following
any default on the part of the Guarantor hereunder, whether the same shall be
enforced by suit or otherwise.


 


SECTION 2.5         Subrogation of Guarantor; Subordination.


 


Notwithstanding any payment or payments made
by the Guarantor, the Guarantor agrees that it will not enforce, by reason of
subrogation, contribution, indemnity or otherwise, any rights the Trustee or
the Holders of the Securities may have against the Company until all of the
Guaranteed Obligations shall have been finally, indefeasibly and
unconditionally paid in full. Any claim of the Guarantor against the Company
arising 


 


B-5

















 


from payments
made by the Guarantor by reason of this Guarantee shall be in all respects
subordinated to the final, indefeasible, unconditional, full and complete
payment or discharge of all of the Guaranteed Obligations guaranteed hereby.


 


SECTION 2.6         Reinstatement.


 


This Guarantee shall continue to be
effective, or be automatically reinstated, as the case may be, if at any time
payment, or any part thereof, made by or on behalf of the Company or the
Guarantor in respect of any of the Securities is rescinded or must otherwise be
restored or returned by the Trustee or any Holder of such Securities for any
reason whatsoever, whether upon the insolvency, bankruptcy, dissolution,
liquidation or reorganization of the Company, or upon or as a result of the
appointment of a receiver, intervenor or conservator of, or trustee or similar
officer for the Company or any substantial part of its properties, or
otherwise, all as though such payment had not been made.


 


SECTION 2.7         Rights of Holders.


 


The Guarantor expressly acknowledges that the
Trustee has the right to enforce this Guarantee on behalf of the Holders of the
Securities in accordance with and subject to the provisions of the Indenture.


 


ARTICLE III



COVENANTS OF THE GUARANTOR


 


SECTION 3.1         Consolidation, Merger Conveyance, Transfer or Lease.


 


(a)           Subject
to Section 3.1(c), the Guarantor shall not consolidate with or merge with
or into any other Person or convey, transfer or lease its assets substantially
as an entirety to any Person, and the Guarantor shall not permit any Person to
consolidate with or merge with or into the Guarantor, unless:


 


(1)           the Guarantor or the
Company is the surviving corporation in a merger or consolidation; or


 


(2)           in case the
Guarantor shall consolidate with or merge into another Person or convey, transfer
or lease its assets substantially as an entirety to any Person, the Person
formed by such consolidation or into which the Guarantor is merged or the
Person which acquires by conveyance or transfer, or which leases, the assets of
the Guarantor substantially as an entirety shall be a corporation, partnership,
trust or limited liability company, organized and validly existing under the
laws of the United States of America, any State thereof or the District of
Columbia and shall expressly assume, by a supplemental agreement hereto,
executed 


 


B-6

















 


and delivered
to the Trustee, all of the obligations of the Guarantor under the Indenture and
this Guarantee; and


 


(3)           immediately after
giving effect to such transaction, no Event of Default, and no event which,
after notice or lapse of time or both, would become an Event of Default, shall
have happened and be continuing; and


 


(4)           the Guarantor has
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel,
each stating that such consolidation, merger, conveyance, transfer or lease
and, if a supplemental agreement is required in connection with such
transaction, such supplemental agreement comply with this Section 3.1 and
that all conditions precedent herein provided for relating to such transaction
have been complied with.


 


(b)           Subject
to Section 3.1(c), any indebtedness which becomes an obligation of the
Guarantor or any of its Subsidiaries as a result of any such transaction shall
be treated as having been incurred by the Guarantor or such Subsidiary at the
time of such transaction.


 


(c)           The
provisions of Section 3.1(a) and (b) shall not be applicable to:


 


(1)           the direct or
indirect conveyance, transfer or lease of all or any portion of the stock, assets
or liabilities of any of the Guarantor’s wholly owned Subsidiaries to the
Guarantor or to the Company or to other wholly owned Subsidiaries of the
Guarantor; or


 


(2)           any recapitalization
transaction, a change of control of the Guarantor or a highly leveraged
transaction unless such transaction or change of control is structured to
include a merger or consolidation by the Guarantor or the conveyance, transfer
or lease of the Guarantor’s assets substantially as an entirety.


 


(d)           Upon
any consolidation of the Guarantor with, or merger of the Guarantor into, any
other Person or any conveyance, transfer or lease of the assets of the
Guarantor substantially as an entirety in accordance with this Section 3.1,
the successor Person formed by such consolidation or into which the Guarantor
is merged or to which such conveyance, transfer or lease is made shall succeed
to, and be substituted for, and may exercise every right and power of, the
Guarantor under this Guarantee with the same effect as if such successor Person
had been named as the Guarantor herein, and thereafter, except in the case of
any lease, the Guarantor shall be relieved of all obligations and covenants
under this Guarantee and may be dissolved and liquidated.


 


In case of any such consolidation, merger,
conveyance, transfer or lease, such changes in phraseology and form may be made
in this Guarantee thereafter to be issued as may be appropriate.


 


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SECTION 3.2         Reports by the Guarantor.


 


During the term hereof, the Guarantor
covenants:


 


(a)           to file with the Trustee, within 30
days after the Guarantor is required to file the same with the Commission,
copies of the annual reports and of the information, documents and other
reports (or copies of such portions of any of the foregoing as the Commission
may from time to time by rules and regulations prescribe) which the
Guarantor may be required to file with the Commission pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934, as amended;
or, if the Guarantor is not required to file information, documents or reports
pursuant to either of such sections, then to file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time
to time by the Commission pursuant to Section 314(a) of the Trust
Indenture Act, such of the supplementary and periodic information, documents
and reports which may be required pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended, in respect of a security listed and
registered on a national securities exchange as may be prescribed from time to
time in such rules and regulations. 
All reports, information and documents described in this Section 3.2(a) and
filed with the Commission pursuant to its Electronic Data Gathering, Analysis
and Retrieval (EDGAR) system or any successor system shall be deemed to be
filed with the Trustee.


 


(b)           to file with the Trustee and the
Commission, in accordance with the rules and regulations prescribed from
time to time by the Commission pursuant to Section 314(a) of the
Trust Indenture Act, such additional information, documents and reports with
respect to compliance by the Guarantor with the conditions and covenants
provided for in this Guarantee and the Indenture, as may be required from time
to time by such rules and regulations;


 


(c)           to transmit to all Holders of the
Securities within 30 days after the filing thereof with the Trustee, in the
manner and to the extent provided in Section 313(c) of the Trust
Indenture Act, such summaries of any information, documents and reports
required to be filed by the Guarantor pursuant to subsections (a) and (b) of
this Section 3.2, as may be required by rules and regulations
prescribed from time to time by the Commission pursuant to Section 314(a) of
the Trust Indenture Act; and


 


(d)           to deliver to the Trustee, within 120
days after the end of each fiscal year of the Guarantor, a brief certificate
from the principal executive officer, principal financial officer, or principal
accounting officer as to his or her knowledge of the Guarantor’s compliance
with all conditions and covenants under this Guarantee.  For purposes of this Section 3.2, such
compliance shall be determined without regard to any period of grace or
requirement of notice provided under this Guarantee.


 


Delivery of such reports, information and
documents to the Trustee is for informational purposes only and the Trustee’s
receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Company’s compliance with any of its 


 


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covenants
hereunder (as to which the Trustee is entitled to rely exclusively on Officers’
Certificates).


 


ARTICLE IV



NOTICES


 


SECTION 4.1         Notices.


 


All notices, certificates or other
communications to the Guarantor hereunder shall be sufficient for every purpose
hereunder if in writing and mailed, first-class postage prepaid, to the
Guarantor addressed to it at Principal Financial Services, Inc. 711 High
Street, Des Moines, Iowa 50392, Attention: General Counsel, or at any other
address previously furnished in writing to the Trustee by the Guarantor.


 


ARTICLE V



MISCELLANEOUS


 


SECTION 5.1         Effective Date; Termination.


 


The obligations of the Guarantor hereunder
shall arise absolutely and unconditionally upon the date of the initial
delivery of and authentication of the Securities. Subject to Section 2.6,
this Guarantee shall terminate on such date as the Indenture is discharged and
satisfied.


 


SECTION 5.2         Evidence of Compliance with Conditions Precedent.


 


The Guarantor shall provide the Trustee with
such evidence of compliance with such conditions precedent, if any, provided
for in this Guarantee that relate to the matters set forth in Section 314(c) of
the Trust Indenture Act. Any certificate or opinion required to be given by an
officer pursuant to Section 314(c)(1) may be given in the form of an
Officers’ Certificate.


 


SECTION 5.3         Remedies Not Exclusive.


 


No remedy herein conferred upon or reserved
to the Trustee or Holders of the Securities is intended to be exclusive of any
other available remedy or remedies, but, to the maximum extent permitted by
law, each and every such remedy shall be cumulative and shall be in addition to
every other remedy given under this Guarantee or now or hereafter existing at
law or in equity. No delay or omission to exercise any right or power accruing
upon any default, omission or failure of performance hereunder shall impair any
such right or power or shall be construed to be a waiver thereof, but any such
right or power may be exercised from time to time and as often as may be deemed
expedient. In order to entitle the Trustee and Holders of the Securities to
exercise any remedy reserved 


 


B-9

















 


to any of them
in this Guarantee, to the maximum extent permitted by applicable law, it shall
not be necessary to give any notice. In the event any provision contained in
this Guarantee should be breached, and thereafter duly waived, such waiver
shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach hereunder. To the maximum extent permitted by applicable
law, no waiver, amendment, release or modification of this Guarantee shall be
established by conduct, custom or course of dealing, but solely by an
instrument in writing duly executed by the parties to this Guarantee and
consistent with the terms of the Indenture.


 


SECTION 5.4         Limitation of Guarantor’s Liability.


 


Any term or provision of this Guarantee
notwithstanding, the Guarantee shall not exceed the maximum amount that can be
guaranteed by the Guarantor without rendering the Guarantee voidable under
applicable law relating to fraudulent conveyance or fraudulent transfer or
similar laws affecting the rights of creditors generally.


 


SECTION 5.5         Entire Agreement; Counterparts.


 


This Guarantee constitutes the entire
agreement, and supersedes all prior agreements and understandings, both written
and oral, between the parties with respect to the subject matter hereof and may
be executed simultaneously in several counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the same
instrument.


 


SECTION 5.6         Severability.


 


To the maximum extent permitted by applicable
law, the invalidity or unenforceability of any one or more phrases, sentences,
clauses or sections contained in this Guarantee shall not affect the validity
or enforceability of the remaining portions of this Guarantee, or any part
thereof.


 


SECTION 5.7         Governing Law.


 


THIS GUARANTEE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. This Guarantee
is subject to the Trust Indenture Act and if any provision hereof limits,
qualifies or conflicts with a provision of the Trust Indenture Act that is
required by the Trust Indenture Act to be a part of and govern this Guarantee,
the latter provision shall control. If any provision of this Guarantee modifies
or excludes any provision of the Trust Indenture Act that may be so modified or
excluded, the latter provision shall be deemed to apply to this Guarantee as so
modified, or to be excluded, as the case may be, whether or not such provision
of this Guarantee refers expressly to such provision of the Trust Indenture
Act.  The Guarantor shall be an “obligor”
with respect to the Securities as such term is defined in and solely for the
purposes of the Trust Indenture Act and shall comply with those provisions of
the Indenture compliance with which is required by an “obligor” under the Trust
Indenture Act.


 


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SECTION 5.8         Amendment; Modification.


 


This Guarantee may be amended or modified
pursuant to the terms of the Indenture. 


 


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IN WITNESS WHEREOF, the Guarantor has caused
this instrument to be duly executed.


 


 


	
   

  	
  PRINCIPAL
  FINANCIAL SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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