Common use of Redemption Clause in Contracts

Redemption. If no redemption right is set forth on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemed.

Redemption. If no redemption right is set forth on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemed.

Redemption. If no redemption right is set forth on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Genworth Life and Annuity Insurance Company (“Principal LifeGLAIC”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount principal amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life GLAIC by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty seventy-five (6075) nor less than thirty forty-five (3045) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemed.

Redemption. If no redemption right is set forth on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date occurring on or after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. The Initial Redemption Percentage, if any, applicable to this Note shall decline at each anniversary of the Initial Redemption Date by an amount equal to the applicable Annual Redemption Percentage Reduction, if any, until the Redemption Price is equal to 100% of the unpaid amount thereof to be redeemed. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemed.

Redemption. If no redemption right is set forth on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise so specified on the face hereof, the Company may at its option redeem this Security in whole or from time to time in part in increments of $1,000 (provided that any remaining principal amount of this Security shall not be less than the minimum authorized denomination of such Security) on or after the date designated as the Initial Redemption Date on the face hereof at 100% of the unpaid principal amount hereof or the portion thereof redeemed (or, if this Security is a Discount Security, such lesser amount as is provided for below) multiplied by the Initial Redemption Percentage specified on the face hereof, together with accrued interest to the Redemption Date. Such Initial Redemption Percentage shall be 100% and decline at each anniversary of the Initial Redemption Date by an amount equal to the Annual Redemption Percentage Reduction shall be 0%specified on the face hereof until the redemption price is 100% of such amount. The unpaid Principal Amount Company may exercise such option by causing the Trustee to mail a notice of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given such redemption at least 30 but not more than sixty (60) nor less than thirty (30) calendar 60 days prior to the proposed Redemption Date. In the event of redemption of this Note Security in part only, a new Note Security or Securities for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender cancellation hereof. If less than all the Securities of the series, of which this Note Security is a part, with differing issue dates, interest rates and stated maturities are to be redeemed, the Indenture Trustee will select by lot or, Company in its discretion, on a pro rata basis, sole discretion shall select the amount particular Securities to be redeemed and shall notify the Trustee in writing thereof at least 45 days prior to the relevant redemption date. If less than all of the interest of each direct participant in the Trust Securities with like tenor and terms to this Security are to be redeemed, the Securities to be redeemed shall be selected by the Trustee by such method as the Trustee shall deem fair and appropriate.

Redemption. If no redemption right is This Note will not be convertible or subject to any sinking fund and, except as set forth in the following paragraph, will not be subject to redemption at the option of the Company or subject to repayment at the option of the Holder hereof prior to the Stated Maturity Date. Unless one or more Redemption Dates are specified on the face hereof, this Note may shall not be redeemed redeemable at the option of the Company before the Stated Maturity Date specified on the face hereof. If one or more Redemption Dates (or ranges of Redemption Dates) are so specified, this Note is subject to redemption on any such date (or during any such range) at the option of the Company, upon notice by first-class mail, postage prepaid, mailed not less than 30 days nor more than 60 days prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed specified in whole or in part by Principal Life Insurance Company (“Principal Life”) (eachsuch notice, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price specified on the face hereof (expressed as defined belowa percentage of the principal amount of this Note), together in the case of any such redemption with unpaid interestaccrued interest to the Redemption Date, but interest installments whose Stated Maturity Date is prior to the Redemption Date shall be payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. The Company may elect to redeem less than the entire principal amount hereof, provided that the principal amount, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the that remains outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Dateafter such redemption is an Authorized Denomination as defined herein. In the event of any redemption in part, the Company shall not be required to (i) issue, register the transfer of, or exchange any Note during a period of 15 days next preceding the day of the first mailing of the notice of redemption of this Note in part onlySecurities selected for redemption or (ii) register the transfer or exchange of any Note, a new Note or any portion thereof, called for redemption, except the unredeemed portion hereof shall be issued of any Note being redeemed in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedpart.

Redemption. If no redemption right is set forth on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. The Initial Redemption Percentage, if any, applicable to this Note shall decline at each anniversary of the Initial Redemption Date by an amount equal to the applicable Annual Redemption Percentage Reduction, if any, until the Redemption Price is equal to 100% of the unpaid amount thereof to be redeemed. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemed.

Redemption. If no redemption right is set forth (a) At the request of the Existing Senior Majority (the “Requesting Holders”) made at any time on or after December 15, 2011, the Corporation shall redeem on the face hereofRedemption Date, this Note may not be redeemed prior unless otherwise prevented by law, at a redemption price per share equal to the Stated Maturity DateSeries C Original Purchase Price for each share of Series C Stock and Series B Original Purchase Price for each share of Series B Stock, except as set forth plus in the Indenture or in Section 10 hereof. In the each case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to any declared or accrued but unpaid dividends thereon, all of the Initial Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Percentage Date is hereinafter referred to as the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as adjusted amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the Annual Redemption Percentage Reduction, if applicable) multiplied 60th day after receipt by the unpaid Principal Amount Corporation of this Note notice of such breach from a holder, to be redeemed. Unless otherwise specified on accelerate the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount maturity of the Funding Agreement to rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by Principal Life by (B) the outstanding principal amount Corporation as soon as permitted under law). With respect to a breach of which the Funding Agreement. Notice must Corporation is aware or reasonably should be given not more than sixty (60) nor less than thirty (30) calendar days prior aware, such 60 day period within which the Corporation shall have the right to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof cure such breach shall be issued in deemed to have commenced on the name tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Holder hereof upon Corporation shall not have notified the surrender hereof. If less than all holders of this Note is redeemed, the Indenture Trustee will select such breach by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedsuch date.

Redemption. If no redemption right is 4.1 The Company may, subject to the conditions set forth on the face hereofherein, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture redeem some or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount all of the Funding Agreement to be redeemed by Principal Life by Warrants then outstanding upon not less than thirty (B30) the outstanding principal amount of the Funding Agreement. Notice must be given not days nor more than sixty (60) nor days prior written notice to the Warrant Holders at any time, provided: (i) this Warrant has been issued by the Company; (ii) the closing bid price of the Company's Common Stock for each of the twenty (20) consecutive trading days prior to the date of the notice of redemption is at least $1.50, as proportionately adjusted to reflect any stock splits, stock dividends, combination of shares or like events and (iii) all of the Warrant Shares have been registered for resale and continue to be covered by an effective and current registration statement with the Securities and Exchange Commission. Notice will be effective upon mailing and the time of mailing is the “Effective Date of the Notice”. The Notice will state a redemption date not less than thirty (30) calendar days nor more than sixty (60) days from the Effective Date of the Notice (the “Redemption Date”). No Notice shall be mailed unless all funds necessary to pay for redemption of the Warrants to be redeemed shall have first been set aside by the Company for the benefit of the Warrant Holders so as to be and continue to be available therefor. The redemption price to be paid to the Warrant Holders will be $.10 for each share of Common Stock of the Company to which the Warrant Holder would then be entitled upon exercise of the Warrant being redeemed, as adjusted from time to time as provided herein (the “Redemption Price”). The Warrant Holders may exercise their Warrants between the Effective Date of the Notice and 5:00 p.m. Eastern Time on the business day immediately prior to the proposed Redemption Date. In , such exercise being effective if done in accordance with Section 1 hereof, and if the event Warrant Certificate, with form of election to purchase duly executed and the Warrant Price, as applicable for such Warrant subject to redemption for each share of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust Common Stock to be redeemedpurchased is actually received by the Company at its principal offices prior to 5:00 p.m. Eastern Time on the business day immediately prior to the Redemption Date.

Redemption. If no redemption right is 4.1 The Company may, subject to the conditions set forth on the face hereofherein, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture redeem some or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount all of the Funding Agreement to be redeemed by Principal Life by Warrants then outstanding upon not less than thirty (B10) the outstanding principal amount of the Funding Agreement. Notice must be given not days nor more than sixty (60) nor days prior written notice to the Warrant Holders at any time, provided: (i) this Warrant has been issued by the Company; (ii) all of the Warrant Shares have been registered for resale and continue to be covered by an effective and current registration statement with the Securities and Exchange Commission. Notice will be effective upon mailing and the time of mailing is the “Effective Date of the Notice”. The Notice will state a redemption date not less than thirty (30) calendar days nor more than sixty (60) days from the Effective Date of the Notice (the “Redemption Date”). No Notice shall be mailed unless all funds necessary to pay for redemption of the Warrants to be redeemed shall have first been set aside by the Company for the benefit of the Warrant Holders so as to be and continue to be available therefor. The redemption price to be paid to the Warrant Holders will be $.10 for each share of Common Stock of the Company to which the Warrant Holder would then be entitled upon exercise of the Warrant being redeemed, as adjusted from time to time as provided herein (the “Redemption Price”). The Warrant Holders may exercise their Warrants between the Effective Date of the Notice and 5:00 p.m. Eastern Time on the business day immediately prior to the proposed Redemption Date. In , such exercise being effective if done in accordance with Section 1 hereof, and if the event Warrant Certificate, with form of election to purchase duly executed and the Warrant Price, as applicable for such Warrant subject to redemption for each share of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust Common Stock to be redeemedpurchased is actually received by the Company at its principal offices prior to 5:00 p.m. Eastern Time on the business day immediately prior to the Redemption Date.

Redemption. If no redemption right is set forth on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor Mortgage covers less than thirty (30) calendar days prior to the proposed Redemption Date. In 10 acres of land, and in the event of redemption the foreclosure of this Note Mortgage and sale of the property by sheriff’s sale in part onlysuch foreclosure proceedings, a new Note the time of one year for redemption from such sale provided by the statues of the State of Iowa shall be reduced to 6 months provided the Mortgagee, in such action files an election to waive any deficiency judgment against Mortgagor that may arise out of the foreclosure proceedings; all to be consistent with the provisions of Chapter 628 of the Iowa Code. If the redemption period is so reduced, for the unredeemed portion hereof first 3 months after sale such right of redemption shall be issued exclusive to the Mortgagor, and the time periods in the name Sections 628.5, 628.15 and 628.16 of the Holder hereof upon Iowa Code shall be reduced to 4 months. It is further agreed that the surrender hereofperiod of redemption after a foreclosure of this Mortgage shall be reduced to 60 days if all of the three following contingencies develop: (a) the real estate is less than 10 acres in size; (b) the Court finds affirmatively that the real estate has been abandoned by the owners and those persons personally liable under this Mortgage at the time of such foreclosure; and (c) Mortgagee in such action files an election to waive any deficiency judgment against Mortgagor or its successors in interest in such action. If less than the redemption period is so reduced, Mortgagor or its successors in interest or the owner shall have the exclusive right to redeem for the first 30 days after such sale, and the time provided for redemption by creditors as provided in Sections 628.5, 628.15 and 628.16 of the Iowa Code shall be reduced to 40 days. Entry of appearance by pleading or docket entry by or on behalf of Mortgagor shall be a presumption that the property is not abandoned. Any such redemption period shall be consistent with all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount provisions of Chapter 628 of the interest Iowa Code. This paragraph shall not be construed to limit or otherwise affect any other redemption provisions contained in Chapter 628 of each direct participant in the Trust to be redeemedIowa Code.

Redemption. If no The Notes are subject to redemption right is set forth in whole, but not in part, at the direction of the Servicer, on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment any Distribution Date after the Initial Redemption Date set forth on the face hereof on which the Funding Servicer exercises its option to reacquire the Trust Property pursuant to Section 10.01(a) of the Sale and Servicing Agreement is for a redemption price equal to the Redemption Price; provided, however, that the Indenture Trustee on behalf of the Issuer has received funds sufficient to pay the Redemption Price. The Issuer shall furnish the Rating Agencies notice of such redemption. If the Notes are to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (eachpursuant to this Section, a “Redemption Date”), in which case this Note must be redeemed on the Issuer shall furnish notice of such Redemption Date in whole or in part, as applicable, prior election to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% Trust Collateral Agent and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying Indenture Trustee not later than twenty (120) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In On or prior to the event of redemption of this Note in part onlyBusiness Day preceding the Redemption Date, a new Note for the unredeemed portion hereof Issuer shall be issued designate amounts on deposit in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, Collection Account and/or shall deposit or cause to be deposited with the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount Note Distribution Account the Redemption Price of the interest Notes to be redeemed whereupon all outstanding Notes shall be due and payable on the Redemption Date, together with other amounts due and owing at such time under the Basic Documents, upon the furnishing of a notice complying with Section 10.2 to each direct participant in Holder of Notes; provided, however, that if the Class C Notes are being redeemed, if the Servicer is the holder of the Class C Notes and if the Servicer delivers the Class C Notes as part of the redemption price being paid by the Servicer to so re-acquire the Trust Property, then the Class C Notes so delivered shall be canceled and such portion of the Redemption Price representing the unpaid Class C Note Balance shall be deemed to be redeemedhave been paid in full to the Servicer as holder of the Class C Notes.

Redemption. If no redemption right is set forth on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Genworth Life and Annuity Insurance Company (“Principal LifeGLAIC”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount principal amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life GLAIC by (B) the outstanding principal amount of the Funding Agreement. The Initial Redemption Percentage, if any, applicable to this Note shall decline at each anniversary of the Initial Redemption Date by an amount equal to the applicable Annual Redemption Percentage Reduction, if any, until the Redemption Price is equal to 100% of the unpaid amount thereof to be redeemed. Notice must be given not more than sixty seventy-five (6075) nor less than thirty forty-five (3045) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemed.

Redemption. If no redemption right is set forth on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”a) (eachi) On the First Call Date or any subsequent Reset Date the Corporation, a “Redemption Date”)at its option, in which case this Note must be redeemed on such Redemption Date upon not fewer than 30 nor more than 60 days’ written notice, may redeem the Series A Preferred Stock, in whole or in part, as applicableat any time or from time to time, prior to the Stated Maturity Date, in increments for cash at a redemption price of $1,000 at the applicable Redemption Price 25,000 per share, plus all accrued and unpaid dividends (as defined below), together with unpaid interest, if any, accrued whether or not declared) thereon up to, but excludingexcluding the date fixed for redemption, without interest, to the extent the Corporation has funds legally available therefor (the “Call Date Redemption Right”) and (ii) at any time within 120 days after the conclusion of any review or appeal process instituted by the Corporation following the occurrence of a Series A Preferred Ratings Event, upon not fewer than 30 nor more than 60 days’ written notice, may redeem the Series A Preferred Stock, in whole but not in part, at any time or from time to time, for cash at a redemption price of $25,500 per share, plus all accrued and unpaid dividends (whether or not declared) thereon up to, but excluding the date fixed for redemption, without interest, to the extent the Corporation has funds legally available therefor (the “Ratings Event Redemption Right”, and together with the Call Date Redemption Right, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to Right”). If fewer than all of the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount outstanding shares of this Note Series A Preferred Stock are to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount shares of this Note Series A Preferred Stock to be redeemed shall be determined redeemed pro rata or by multiplying (1) the Outstanding Principal Amount lot. Holders of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement Series A Preferred Stock to be redeemed by Principal Life by (Bi) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior pursuant to the proposed Call Date Redemption DateRight, shall surrender such Series A Preferred Stock at the place designated in such notice and shall be entitled to the redemption price of $25,000 per share and any accrued and unpaid dividends payable upon such redemption following such surrender and (ii) pursuant to the Ratings Event Redemption Right, shall surrender such Series A Preferred Stock at the place designated in such notice and shall be entitled to the redemption price of $25,500 per share and any accrued and unpaid dividends payable upon such redemption following such surrender. In the event If (i) notice of redemption of this Note any shares of Series A Preferred Stock has been given, (ii) the funds necessary for such redemption have been set aside by the Corporation in part only, a new Note trust for the unredeemed portion hereof shall be issued in the name benefit of the Holder hereof holders of any shares of Series A Preferred Stock so called for redemption, and (iii) irrevocable instructions have been given to pay the redemption price and all accrued and unpaid dividends, then from and after the redemption date, dividends shall cease to accrue on such shares of Series A Preferred Stock, such shares of Series A Preferred Stock shall no longer be deemed outstanding, and all rights of the holders of such shares shall terminate, except the right to receive the redemption price plus any accrued and unpaid dividends payable upon such redemption, without interest. Subject to applicable escheat laws, any such cash unclaimed at the surrender hereof. If less than all end of this Note is redeemedtwo years from the redemption date shall revert to the general funds of the Corporation, after which reversion, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, holders of such shares so called for redemption shall look only to the amount general funds of the interest Corporation for the payment of each direct participant such cash. So long as full cumulative dividends on the Series A Preferred Stock for all past Dividend Periods that have ended shall have been or contemporaneously are (i) declared and paid in cash, or (ii) declared and a sum sufficient for the Trust payment thereof in cash is set apart for payment, nothing herein shall prevent or restrict the Corporation’s right or ability to be redeemedpurchase, from time to time, either at a public or a private sale, all or any part of the Series A Preferred Stock at such price or prices as the Corporation may determine, subject to the provisions of applicable law, including the repurchase of shares of Series A Preferred Stock in open-market transactions duly authorized by the Board.

Redemption. If no Wherever the Company shall be permitted and shall elect, under the Certificate of Designation relating to the Stock (the "Certificate"), to redeem shares of the Stock, it shall give the Depositary not less than 40 nor more then 70 days' notice thereof. The Depositary shall mail notice of such redemption right is set forth on and the face hereof, this Note may simultaneous redemption of the corresponding Depositary Shares not be redeemed less than 30 and not more than 60 days prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a date fixed for redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments holders of $1,000 at record of Receipts representing the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount number of this Note Depositary Shares to be redeemed. Unless otherwise specified on Each such notice shall state: (a) the face hereof, date of such proposed redemption; (b) the Initial Redemption Percentage number of Depositary Shares to be redeemed; (c) the redemption price (which shall include full cumulative dividends thereon to the redemption date); (d) the place or places where Receipts evidencing Depositary Shares are to be 100% surrendered for payment of the redemption price; and (e) that dividends in respect of the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note Stock represented by the Depositary Shares to be redeemed will cease to accumulate at the close of business on such redemption date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected by lot or pro rata as may be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) Depositary to be equitable. From and after the quotient derived by dividing (A) the outstanding principal amount date set for redemption, all dividends in respect of the Funding Agreement Depositary Shares so called for redemption shall cease to accrue, such Depositary Shares shall no longer be deemed outstanding and all rights of the holders of Receipts representing such Depositary Shares (except the right to receive the redemption price) shall cease and terminate. From and after the redemption date, upon surrender in accordance with the redemption notice of the Receipts representing any such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Share shall be redeemed by Principal Life by the Depositary at the redemption price per share equal to one- ________ (B1/__th) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note price per share paid in part only, a new Note for the unredeemed portion hereof shall be issued in the name respect of the Holder hereof upon the surrender hereof. If less than all shares of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedStock plus any money or other property represented thereby.

Redemption. If no redemption right is set forth on the face hereof, this Note may not Shares of Series A Preferred Stock shall be redeemed prior by the Corporation out of funds lawfully available therefor at a price equal to the Stated Maturity Date, except as set forth in Original Issue Price plus an amount equal to the Indenture or in Section 10 hereof. In difference of (i) an amount equal to ten percent (10%) per annum of the case Original Issue Price of a Note that is not a Discount Note, if a such shares of Series A Preferred Stock from the Original Issue Date through and including the date of redemption right is set forth on thereof (the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), less (ii) the aggregate amount of Series A Dividends previously paid in respect of such shares of Series A Preferred Stock in accordance with Section 2.1 (the amount payable pursuant to this sentence is hereinafter referred to as, the “Redemption Price”), which case this Note must such amount shall be redeemed on such Redemption Date shared ratably among the holders of Series A Preferred Stock in whole or in part, as applicable, prior proportion to the Stated Maturity Date, respective amounts which are payable to such holders in increments respect of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, shares of Series A Preferred Stock held by them on the applicable date immediately preceding the Redemption Date. “The Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage Date shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty days after receipt by the Corporation at any time on or after March 31, 2012, from the holders of at least sixty-six and two-thirds percent (3066 2/3%) calendar days of the then outstanding shares of Series A Preferred Stock, of written notice requesting redemption of all shares of Series A Preferred Stock. On the Redemption Date, the Corporation shall redeem the total number of shares of Series A Preferred Stock outstanding immediately prior to the proposed such Redemption Date. In If the event Corporation does not have sufficient funds legally available to redeem on the Redemption Date all shares of redemption of this Note in part only, a new Note for Series A Preferred Stock to be redeemed on the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemedRedemption Date, the Indenture Trustee will select by lot or, in its discretion, on Corporation shall redeem a pro rata basisportion of each holder’s redeemable shares of such capital stock out of funds legally available therefor, based on the amount respective amounts which would otherwise be payable in respect of the interest of each direct participant in the Trust shares to be redeemedredeemed if the legally available funds were sufficient to redeem all such shares, and shall redeem the remaining shares to have been redeemed as soon as practicable after the Corporation has funds legally available therefor. The Series A Preferred Stock shall rank, as to redemption, senior to the Series B Preferred Stock and the Junior Stock.

Redemption. If no Wherever the Company shall be permitted and shall elect, under the Certificate, to redeem shares of the Stock, it shall give the Depositary not less than 40 nor more then 70 days’ notice thereof. The Depositary shall mail notice of such redemption right is set forth on and the face hereof, this Note may simultaneous redemption of the corresponding Depositary Shares not be redeemed less than 30 and not more than 60 days prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a date fixed for redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments holders of $1,000 at record of Receipts representing the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount number of this Note Depositary Shares to be redeemed. Unless otherwise specified on Each such notice shall state: (a) the face hereof, date of such proposed redemption; (b) the Initial Redemption Percentage shall number of Depositary Shares to be 100% redeemed; (c) the redemption price; (d) the place or places where Receipts evidencing Depositary Shares are to be surrendered for payment of the redemption price; and (e) that dividends in respect of the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note Stock represented by the Depositary Shares to be redeemed will cease to accumulate at the close of business on such redemption date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected by lot or pro rata as may be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) Depositary to be equitable. From and after the quotient derived by dividing (A) the outstanding principal amount date set for redemption, all dividends in respect of the Funding Agreement Depositary Shares so called for redemption shall cease to accrue, such Depositary Shares shall no longer be deemed outstanding and all rights of the holders of Receipts representing such Depositary Shares (except the right to receive the redemption price) shall cease and terminate. From and after the redemption date, upon surrender in accordance with the redemption notice of the Receipts representing any such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be redeemed by Principal Life by (B) the outstanding principal amount Depositary at the redemption price per share equal to of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note price per share paid in part only, a new Note for the unredeemed portion hereof shall be issued in the name respect of the Holder hereof upon the surrender hereof. If less than all shares of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedStock plus any money or other property represented thereby.

Redemption. If no redemption right (a) At any time after the date that is set forth on 18 months following the face hereof, this Note may not be redeemed prior to the Stated Maturity Issue Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is if not a Discount Note, if a redemption right is set forth on the face of this Notepreviously converted into Common Stock, the Trust Holders of not less than a majority of the outstanding shares of Series A Preferred Stock shall have the right to elect to redeem this Note on have, out of funds legally available therefor, all (but not less than all) of the Interest Payment Date after then outstanding shares of Series A Preferred Stock redeemed by the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company Corporation (a “Principal LifeSeries A Redemption”) (each, for a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount price per share equal to the Initial Liquidation Preference for such Share, plus all unpaid accrued and accumulated dividends on such share (the “Series A Redemption Percentage (as adjusted by the Annual Price”). Any such Series A Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given occur not more than sixty (60) nor days following receipt by the Corporation of a written election notice (the “Series A Election Notice”) from the Holders of not less than thirty (30) calendar days prior a majority of the outstanding shares of Series A Preferred Stock. Upon receipt of a Series A Election Notice, all Holders of Series A Preferred Stock shall be deemed to have elected to have all of their shares redeemed pursuant to this Section 8 and such election shall bind all Holders of Series A Preferred Stock. In exchange for the surrender to the proposed Corporation by the respective Holders of shares of Series A Preferred Stock of their certificate or certificates representing such shares in accordance with Section 8(c) below, the aggregate Series A Redemption Date. In the event Price for all shares held by each Holder of redemption of this Note in part only, a new Note for the unredeemed portion hereof shares shall be issued payable in cash in immediately available funds to the name respective Holders of the Holder hereof upon Series A Preferred Stock on the surrender hereofapplicable Series A Redemption Date and the Corporation shall contribute all of its assets to the payment of the Series A Redemption Price, and to no other corporate purpose, except to the extent prohibited by applicable Delaware law. If less than all of the Corporation fails to pay in full the amount hereunder on the date such amount is due in accordance with this Note is redeemedSection, the Indenture Trustee Corporation will select pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by lot orapplicable law, accruing daily from such date until the amount, plus all such interest thereon, is paid in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedfull.

Redemption. If no redemption right is set forth on Whenever the face hereof, this Note may not Company shall be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust permitted and shall elect to redeem this Note on shares of Preferred Stock in accordance with the Interest Payment Date after provisions of the Initial Redemption Date set forth on Certificate of Incorporation and the face hereof on which Certificate of Designations, it shall (unless otherwise agreed in writing with the Funding Agreement is Depositary) give the Depositary not less than 30 nor more than 60 days’ notice of the date of such proposed redemption of Preferred Stock. The Depositary shall mail notice of such redemption and the proposed simultaneous redemption of the number of Depositary Shares representing the Preferred Stock to be redeemed in whole or in part by Principal Life Insurance Company redeemed, first-class postage prepaid, not less than 20 and not more than 50 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (“Principal Life”) (each, a the “Redemption Date”), in which case this Note must ) to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed. Each such notice shall state: (a) the Redemption Date; (b) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such holder are to be redeemed the number of Depositary Shares held by such holder to be redeemed; (c) the redemption price (which shall include full cumulative dividends thereon to the Redemption Date); (d) the place or places where Receipts evidencing Depositary Shares are to be surrendered for payment of the redemption price; and (e) that dividends in respect of the Preferred Stock underlying the Depositary Shares to be redeemed will cease to accumulate at the close of business on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected by lot or pro rata or by such other method as may be determined by the Depositary to be equitable. Notice having been mailed by the Depositary as aforesaid, from and after the Redemption Date (unless the Company shall have failed to redeem the shares of Preferred Stock to be redeemed by it on such date), all dividends in whole or in partrespect of the shares of Preferred Stock so called for redemption shall cease to accumulate, as applicablethe Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, prior all rights of the holders of Receipts such Depositary Shares (except the right to receive the redemption price) shall, to the Stated Maturity Dateextent of such Depositary Shares, cease and terminate and, upon surrender in increments accordance with such notice of $1,000 at the applicable Redemption Price Receipts evidencing any such Depositary Shares (as defined belowproperly endorsed or assigned for transfer, if the Depositary shall so require), together with unpaid interestsuch Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to one-fourth of the redemption price per share paid in respect of the shares of Preferred Stock plus all money and other property, if any, accrued thereon torepresented by such Depositary Shares, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted including all amounts paid by the Annual Company in respect of dividends which on the Redemption Percentage Reduction, if applicable) multiplied by Date have accumulated on the unpaid Principal Amount shares of this Note Preferred Stock to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% so redeemed and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given have not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedtheretofore been paid.

Redemption. If no redemption right is set forth on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“"Principal Life”") (each, a “"Redemption Date”"), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “"Redemption Price” " shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. The Initial Redemption Percentage, if any, applicable to this Note shall decline at each anniversary of the Initial Redemption Date by an amount equal to the applicable Annual Redemption Percentage Reduction, if any, until the Redemption Price is equal to 100% of the unpaid amount thereof to be redeemed. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemed.

Redemption. If no redemption right is set forth on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal ING USA Annuity and Life Insurance Company (“Principal LifeING USA”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life ING USA by (B) the outstanding principal amount of the Funding Agreement. The Initial Redemption Percentage, if any, applicable to this Note shall decline at each anniversary of the Initial Redemption Date by an amount equal to the applicable Annual Redemption Percentage Reduction, if any, until the Redemption Price is equal to 100% of the unpaid amount thereof to be redeemed. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant Participant in the Trust to be redeemed.

Redemption. If no redemption right is set forth on The Company may, at its option and with the face hereofapproval of the Board of Directors, this Note may not be redeemed at any time prior to the Stated Maturity Close of Business on the earlier of (i) the fifth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, except as set forth in redeem all but not less than all the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if then outstanding Rights at a redemption right is set forth price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "Redemption Price") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the face Current Per Share Market Price thereof at the time of this Noteredemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof Board of Directors in its sole discretion may establish. The date on which the Funding Agreement is Board of Directors elects to make the redemption effective shall be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “referred to as the "Redemption Date”)." Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, in evidence of which case this Note must shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be redeemed on to receive the Redemption Price. The Company shall promptly give public notice of any such Redemption Date in whole redemption; provided, however, that the failure to give, or in partany defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as applicablethey appear upon the registry books of the Rights Agent or, prior to the Stated Maturity Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in increments the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of $1,000 at redemption will state the applicable method by which the payment of the Redemption Price (as defined below)will be made. Neither the Company nor any of its Affiliates or Associates may redeem, together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Note to be redeemed. Unless otherwise specified on the face Section 23 or in Section 24 hereof, and other than in connection with the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount purchase of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days Common Shares prior to the proposed Redemption Distribution Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemed.

Redemption. If no redemption right is set forth You can redeem Extra Points for rewards (“Rewards”) in the reward store available on the face hereofSite. To redeem Extra Points, this Note may not you will need to have earned a minimum number of Extra Points. The Site will include information on how many Extra Points are needed to redeem a Reward, instructions on how to redeem Extra Points for the Reward, as well as any applicable terms and conditions regarding the use of the Reward. Extra Points can be redeemed prior only while supplies last and only during any applicable redemption term. Extra Points redemptions are final. Extra reserves the right to modify the Stated Maturity Dateavailable Rewards and their corresponding Extra Points redemption prices and requirements and any corresponding terms and conditions at any time for any reason in Extra’s sole discretion. You are solely responsible for the payment of all taxes which may result from your redemption of Extra Points for Rewards. Rewards carry no warranty other than that offered by the manufacturer or service provider. WE DO NOT MAKE ANY WARRANTY, except as set forth in the Indenture or in Section 10 hereofREPRESENTATION, OR GUARANTEE, EXPRESS OR IMPLIED, IN FACT OR IN LAW, RELATIVE TO ANY REWARD, INCLUDING BUT NOT LIMITED TO ITS QUALITY, MECHANICAL CONDITIONS, OR FITNESS FOR A PARTICULAR PURPOSE. In the case YOU AGREE TO LOOK SOLELY TO THE MANUFACTURER OR SERVICE PROVIDER FOR ANY SUCH WARRANTY, REPRESENTATION, OR GUARANTEE. YOU HEREBY RELEASE EXTRA, ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, BUSINESS PARTNERS, AND LICENSORS (COLLECTIVELY, THE “EXTRA PARTIES”) FROM ANY DAMAGES ARISING IN CONNECTION WITH ANY AND ALL REWARDS. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. Extra does not endorse any provider of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company Rewards (“Principal Life”) (each, a “Redemption DateReward Provider”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted any products or services offered by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedReward Providers.

Redemption. [If no applicable, insert — The Securities of this series are subject to redemption right upon not less than 30 days notice to the Holders, [if applicable, insert — (1) on in any year commencing with the year and ending with the year through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert — on or after , ], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert — on or before , %, and if redeemed] during the 12-month period beginning of the years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to % of the principal amount, together in the case of any such redemption [if applicable, insert — (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is set forth on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert — The Securities of this Note may series are subject to redemption upon not be redeemed prior less than 30 days notice to the Stated Maturity DateHolders, except (1) on in any year commencing with the year and ending with the year through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the Indenture table below, and (2) at any time [if applicable, insert — on or in Section 10 hereof. In the case of after ], as a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as applicablepercentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning of the years indicated, Year Redemption Price for Redemption Through Operation of the Sinking Fund Redemption Price for Redemption Otherwise Than Through Operation of the Sinking Fund and thereafter at a Redemption Price equal to % of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Stated Maturity DateHolders of such securities, in increments or one or more Predecessor Securities, of $1,000 record at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, close of business on the applicable Redemption Date. “Redemption Price” shall mean an amount equal relevant Record Date referred to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, all as provided in the Initial Redemption Percentage shall be 100% Indenture.] [If applicable, insert — The sinking fund for this series provides for the redemption on in each year beginning with the year and ending with the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount year of this Note to be redeemed shall be determined by multiplying [if applicable, insert — not less than $ (1“mandatory sinking fund”) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding and not more than] $ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Funding Agreement Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert — mandatory] sinking fund payments otherwise required to be redeemed by Principal Life by (B) made [if applicable, insert — in the outstanding principal amount inverse order in which they become due].] [If applicable, insert — The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Funding Agreement. Notice must be given Company, upon not less than 35 or more than sixty (60) nor 75 days notice to the Trustee at a Redemption Price equal to $ .] [If applicable, insert — The Holder of this Security shall have the right to require the Company to pay this Security in full on , by giving the Company or the Registrar written notice of the exercise of such right not less than thirty (30) calendar 30 or more than 60 days prior to such date.] [If the proposed Redemption Date. Security is subject to redemption, insert — In the event of redemption of this Note Security in part only, a new Note Security or Securities of this series and of like tenor for the unredeemed portion hereof shall will be issued in the name of the Holder hereof upon the surrender cancellation hereof. .] [If less than all of this Note applicable, insert — This Security is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust not subject to be redeemedredemption prior to maturity.]

Redemption. If no redemption right is set forth on (a) Except as provided for in this Section 6(a) or in Section 6(b) below, the face hereof, this Note may Series A Preferred Units shall not be redeemed redeemable by the Partnership prior to the Stated Maturity first anniversary of the Original Issuance Date. Following the first anniversary of the Original Issuance Date, except as set forth in the Indenture or in Section 10 hereof. In Partnership shall redeem, at the case option of a Note that is not holder of the Series A Preferred Units, a Discount Notenumber of Series A Preferred Units as follows: (i) between the first and second anniversary of the Original Issuance Date, if a redemption right is set forth up to 25% of the number of Series A Preferred Units issued to the holder thereof on the face Original Issuance Date; (ii) between the second and third anniversary of this Notethe Original Issuance Date, up to 50% of the Trust shall elect number of Series A Preferred Units issued to redeem this Note the holder thereof on the Interest Payment Original Issuance Date after (less the Initial Redemption Date set forth number of Series A Preferred Units previously redeemed); (iii) between the third and fourth anniversary of the Original Issuance Date, up to 75% of the number of Series A Preferred Units issued to the holder thereof on the face hereof Original Issuance Date (less the number of Series A Preferred Units previously redeemed); and (iv) following the fourth anniversary of the Original Issuance Date, up to 100% of the number of Series A Preferred Units issued to the holder thereof on which the Funding Agreement is to Original Issuance Date (less the number of Series A Preferred Units previously redeemed) (the “Redemption Right”). The Series A Preferred Units redeemed in accordance with this Section 6 shall be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, for cash at a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an per unit redemption amount equal to such Series A Preferred Unit’s Redemption Price as of the Initial Redemption Percentage (as adjusted by Date; provided, however, that the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of Right provided under this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage Section 6 shall be 100% suspended at such time that the General Partner (or any Successor Entity) applies to list REIT Shares (or the common stock of any Successor Entity) on a National Securities Exchange, and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount terminated at such time as the National Securities Exchange approves such REIT Shares (or the common stock of this Note any Successor Entity) for listing; provided further, that any payment pursuant to be redeemed the Redemption Right shall be determined by multiplying (1) prohibited if the Outstanding Principal Amount board of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount directors of the Funding Agreement to be redeemed by Principal Life by General Partner (Bor any Successor Entity) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot ordetermines, in its reasonable discretion, that such redemption payment shall have a material adverse effect on a pro rata basisthe General Partner, including without limitation, effects on the amount General Partner’s cash available for operations or any restrictions set forth under any credit facility or loan agreements of the interest of each direct participant in General Partner or the Trust to be redeemedPartnership.

Redemption. Unless otherwise indicated in the applicable prospectus supplement, we may, at our option, redeem any series of debt securities in whole at any time or in part from time to time. If no any series of debt securities are redeemable only on or after a certain date or only upon satisfaction of additional conditions, the applicable prospectus supplement will specify the date or the additional conditions. Unless otherwise specified in the applicable prospectus supplement, the redemption right is set forth price for debt securities will equal 100% of the principal amount plus any accrued and unpaid interest on those debt securities. The applicable prospectus supplement will contain the face hereofspecific terms on which we may redeem a series of debt securities prior to its stated maturity. Unless otherwise described in the prospectus supplement relating to a particular offering, this Note may we will send a notice of redemption to holders at least 30 days but not be redeemed more than 60 days prior to the Stated Maturity Dateredemption date. The notice will state: · the redemption date; · the redemption price; · if less than all of the debt securities of the series are being redeemed, except as set forth the particular debt securities to be redeemed (and the principal amounts, in the Indenture or in Section 10 hereof. In the case of a Note partial redemption); · that on the redemption date, the redemption price will become due and payable and any applicable interest will cease to accrue on and after that date; · the place or places of payment; · whether the redemption is not for a Discount Notesinking fund; and · any other provisions required by the terms of the debt securities of the series that are being redeemed. On or before any redemption date, we will deposit an amount of money with the trustee or with a paying agent sufficient to pay the redemption price. Unless otherwise described in the prospectus supplement relating to a particular offering, if a redemption right is set forth on we are redeeming less than all the face of this Notedebt securities, the Trust shall elect to redeem this Note on trustee will select the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is debt securities to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (eachusing a method it considers fair and appropriate. After the redemption date, a “Redemption Date”), in which case this Note must be holders of redeemed on such Redemption Date in whole or in part, as applicable, prior debt securities will have no rights with respect to the Stated Maturity Date, in increments of $1,000 at debt securities except the applicable Redemption Price (as defined below), together with right to receive the redemption price and any unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal interest to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemeddate.

Redemption. If no redemption right is set forth Except as provided in Section 3.2 herein, the Series C Preferred Stock shall not be redeemable at any time prior to January 1, 2004. Thereafter, the Corporation, on the face hereofsole authority of its Board of Directors, this Note may not be redeemed may, at its option and at any time prior to notice of conversion of the Series C Preferred Stock by the holder thereof as hereinafter provided, redeem all or any part of the Series C Preferred Stock at the time issued and outstanding for an amount in cash equal to 110% of the Stated Maturity Date, except Value per share plus any unpaid dividends. Except as set forth in the Indenture or provided in Section 10 hereof. In the case of a Note that is not a Discount Note3.2 herein, if a redemption right is set forth on less than all the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note Series C Preferred Stock are to be redeemed. Unless otherwise specified , then such redemption shall be pro rata based on the face hereof, number of Series C Preferred Stock owned of record by each Preferred Shareholder. Written notice of redemption stating the Initial Redemption Percentage shall be 100% date and place of redemption and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to redemption price shall be redeemed mailed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given Corporation not less than 30 days nor more than sixty (60) nor less than thirty (30) calendar 60 days prior to the proposed Redemption Dateredemption date to the record holders of the shares to be redeemed directed to their last known address as shown by the Corporation's records. In the event If notice of redemption of this Note is given as provided above and if on the redemption date the Corporation has set apart in part only, a new Note trust for the unredeemed portion hereof purpose sufficient funds for such redemption, then from and after the redemption date, notwithstanding that any certificate for such shares has not been surrendered for cancellation, the Series C Preferred Stock called for redemption shall no longer be deemed to be outstanding and all rights with respect to such shares shall forthwith cease and terminate, except only the right of the holders thereof to receive the redemption price without interest upon surrender of certificates representing the shares called for redemption. Any monies remaining in trust after one year from the redemption date shall be issued in returned to the name Corporation and thereafter holders of certificates for such shares shall look only to the Corporation for the redemption price thereof. Upon conversion of any Series C Preferred Stock called for redemption into Common Stock, then the portion of the Holder hereof upon monies held in trust for redemption of such shares shall forthwith be returned to the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedCorporation.

Redemption. If no redemption right is set forth on Provided such Units have been held for three (3) full months, a Limited Partner (or any assignee thereof) may withdraw all or part of his capital contribution and undistributed profits, if any, from the face hereof, this Note may not be redeemed prior to Partnership in multiples of the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case Net Asset Value of a Note that is not a Discount Note, if a redemption right is set forth on the face Unit of this Note, the Trust shall elect Limited Partnership Interest (such withdrawal being herein referred to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (as “Principal Liferedemption”) as of the last day of a month (each, a the “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior ) after a request for redemption has been made to the Stated Maturity DateGeneral Partner; provided that all liabilities, contingent or otherwise, of the Partnership, except any liability to Partners on account of their capital contributions, have been paid or there remains property of the Partnership sufficient to pay them. As used herein, “request for redemption” shall mean a written or oral request in increments a form specified by the General Partner and received by the General Partner at least 10 days in advance of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “The General Partner, in its discretion, may waive the 10 day notice requirement. A form of Request for Redemption Price” is included in the Memorandum referred to in Paragraph 12. Additional forms of Request for Redemption may be obtained by written request to the General Partner. Redemption of partial Units of Limited Partnership Interest will be permitted at the General Partner’s discretion. Upon redemption, a Limited Partner (or any assignee thereof) shall mean receive, per Unit of Limited Partnership Interest redeemed, an amount equal to the Initial Net Asset Value of a Unit of Limited Partnership Interest as of the Redemption Percentage Date, less any amount owing by such Partner (as adjusted and his assignee, if any) to the Partnership. If redemption is requested by an assignee, all amounts owed by the Annual Redemption Percentage Reduction, if applicable) multiplied Partner to whom such Unit of Limited Partnership Interest was sold by the unpaid Principal Amount Partnership as well as all amounts owed by all assignees of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage such Unit of Limited Partnership Interest shall be 100% and deducted from the Annual Redemption Percentage Reduction shall Net Asset Value of such Unit of Limited Partnership Interest upon redemption by any assignee. Payment will be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) made within 10 business days after the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In The General Partner may temporarily suspend redemptions if necessary in order to liquidate commodity positions in an orderly manner and may permit less frequent redemptions if it has received an opinion from counsel that such action is advisable to prevent the event Partnership from being considered a publicly traded partnership by the Internal Revenue Service. The General Partner may, at its sole discretion and upon notice to the Limited Partners, declare a special Redemption Date on which date Limited Partners may redeem their Units of Limited Partnership Interest at Net Asset Value per Unit of Limited Partnership Interest, provided that the Limited Partners submit requests for redemption in a form acceptable to the General Partner. The General Partner may require that any Limited Partner redeem his Units of this Note in part onlyLimited Partnership Interest on 10 days’ notice to the Limited Partner if, a new Note for the unredeemed portion hereof shall be issued in the name sole discretion of the Holder hereof upon General Partner, it is in the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount best interests of the interest of each direct participant in the Trust Partnership to be redeemedrequire such redemption.

Redemption. If no redemption right is set forth on 4.1 The Corporation may, upon giving notice as hereinafter provided, redeem at any time the face hereof, this Note may not be redeemed prior whole or part of the outstanding Class B Preference Shares out of capital pursuant to the Stated Maturity DateBusiness Corporations Act, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount NoteOntario, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is payment for each share to be redeemed of the sum of $0.05 per Class B Preference Share, together with all declared but unpaid dividends thereon up to the date fixed for redemption. Not less than thirty day's notice in whole writing of such redemption shall be given by the Corporation by mailing such notice to the registered holders of the shares to be redeemed, specifying the date and place or places of redemption. On or after the dates so specified for redemption, the Corporation shall pay or cause to be paid to or to the order of the registered holders of the Class B Preference Shares to be redeemed the redemption price thereof on presentation and surrender at the head office of the Corporation, or any other place designated in such notice, of the certificates representing the Class B Preference Shares called for redemption. If a part only of the shares represented by Principal Life Insurance Company (“Principal Life”) (eachany certificate be redeemed, a “Redemption Date”)new certificate for the balance shall be issued at the expense of the Corporation. From and after the date specified for redemption in any such notice, the Class B Preference Shares called for redemption shall cease to be entitled to dividends and the holders thereof shall not be entitled to exercise any of the rights of shareholders in respect thereof unless payment of the redemption price shall not be made upon presentation of certificates in accordance with the foregoing provisions, in which case this Note must the rights of the shareholders shall remain unaffected. The Corporation shall have the right at any time after the mailing of notice of its intention to redeem any Class B Preference Shares to deposit the redemption price of the shares so called for redemption or of such of the said shares represented by certificates as have not at the date of such deposit been surrendered by the holders thereof in connection with such redemption to a special account in any chartered bank or any trust company in Canada, named in such notice, to be paid without interest to or to the order of the respective holders of such Class B Preference Shares called for redemption upon presentation and surrender to such bank or trust company of the certificates representing the same, and upon such deposit being made or upon the date specified for redemption in such notice, whichever is the later, the Class B Preference Shares in respect whereof such deposit shall have been made shall be redeemed on and the rights of the holders thereof after such Redemption Date in whole or in partredemption date, as applicablethe case may be, prior shall be limited to receiving without interest their proportionate part of the Stated Maturity Datetotal redemption price so deposited against presentation and surrender of the said certificates held by them, in increments respectively. In the event that only part of $1,000 the Class B Preference Shares is at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note any time to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note shares so to be redeemed shall be determined by multiplying selected pro rata (1disregarding fractions) from among the Outstanding Principal Amount holders of this Note by (2) record thereof as at the quotient derived by dividing (A) the outstanding principal amount date of the Funding Agreement to be redeemed by Principal Life by (B) notice of redemption or in such other manner as the outstanding principal amount board of directors of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, Corporation in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedsole discretion may deem equitable.

Redemption. If no redemption right is set forth on Whenever the face hereofCompany shall elect to redeem shares of Stock in accordance with the provisions of the Articles, this Note may it shall (unless otherwise agreed in writing with the Depositary) mail notice to the Depositary of such proposed redemption, by first class mail, postage prepaid not be redeemed less than 35 or more than 95 days prior to the Stated Maturity date fixed for redemption of Stock in accordance with Section 3 of the Articles. On the date of such redemption, provided that the Company shall then have paid in full to the Depositary the redemption price of the Stock to be redeemed, plus any accrued and unpaid dividends thereon (the "Redemption Price"), the Depositary shall redeem the Depositary Shares relating to such Stock. The Company shall publish notice of the redemption of the Stock as required by the Articles. The Depositary shall mail notice of such redemption and the proposed simultaneous redemption of the number of Depositary Shares relating to the Stock to be redeemed, by first-class mail, postage prepaid, not less than 30 and not more than 90 days prior to the date fixed for redemption of such Stock and Depositary Shares (the "Redemption Date"), except to the Record Holders of the Depositary Shares to be so redeemed, at the addresses of such holders as they appear on the records of the Depositary; but neither failure to mail any such notice to one or more such holders nor any defect in any notice to one or more such holders shall affect the sufficiency of the proceedings for redemption as to other holders. Each such notice shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (iii) the Redemption Price; (iv) the place or places where Receipts evidencing Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Stock underlying the Depositary Shares to be redeemed will cease to accrue and accumulate at the close of business on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected by lot, pro rata or such other method as may be determined by the Depositary to be equitable. If the Redemption Date is after the record date for determining holders of Depositary Shares entitled to any dividend or distribution, such dividend or distribution shall be payable to the holders of such Depositary Shares at the close of business on such record date, notwithstanding such redemption. Notice having been mailed by the Depositary as aforesaid, from and after the Redemption Date (unless the Company shall have failed to redeem the shares of Stock to be redeemed by it as set forth in the Indenture or Company's notice provided for in Section 10 hereof. In the case preceding paragraph) all dividends in respect of a Note that is not a Discount Note, if a the Depositary Shares so called for redemption right is set forth on the face of this Noteshall cease to accrue and accumulate, the Trust Depositary Shares being redeemed from such proceeds shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is be deemed no longer to be redeemed in whole or in part by Principal Life Insurance Company outstanding, all rights of the holders of Receipts evidencing such Depositary Shares (“Principal Life”except (i) the right to receive the Redemption Price, and (each, a “Redemption Date”), in ii) the right to receive dividends the record date for which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, is prior to the Stated Maturity Exchange Date or Redemption Date, as set forth in increments the preceding paragraph) shall, to the extent of $1,000 at such Depositary Shares, cease and terminate and, upon surrender in accordance with such notice of the applicable Redemption Price Receipts evidencing any such Depositary Shares (as defined belowproperly endorsed or assigned for transfer, if the Depositary shall so require), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” such Depositary Shares shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of Depositary at the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereofPrice. If less than all of this Note is redeemedthe Depositary Shares evidenced by a Receipt are called for redemption, the Indenture Trustee Depositary will select deliver to the holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedsuch prior Receipt and not called for redemption.

Redemption. If no redemption right is set forth on Whenever the face hereof, this Note may not Company shall be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust permitted and shall elect to redeem this Note on shares of Preferred Stock in accordance with the Interest Payment Date after provisions of the Initial Certificate of Incorporation and the Certificate of Designations, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 nor more than 60 days' notice of the date of such proposed redemption of Preferred Stock. The Depositary shall mail notice of such redemption and the proposed simultaneous redemption of the number of Depositary Shares representing the Preferred Stock to be redeemed, first-class postage prepaid, not less than 20 and not more than 50 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the "Redemption Date set forth on Date") to the face hereof on which record holders of the Funding Agreement is Receipts evidencing the Depositary Shares to be so redeemed. Each such notice shall state: (a) the Redemption Date; (b) the number of Depositary Shares to be redeemed in whole or in part and, if less than all the Depositary Shares held by Principal Life Insurance Company any such holder are to be redeemed the number of Depositary Shares held by such holder to be redeemed; (“Principal Life”c) the redemption price (each, a “which shall include full cumulative dividends thereon to the Redemption Date”), ; (d) the place or places where Receipts evidencing Depositary Shares are to be surrendered for payment of the redemption price; and (e) that dividends in which case this Note must respect of the Preferred Stock underlying the Depositary Shares to be redeemed will cease to accumulate at the close of business on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected by lot or pro rata or by such other method as may be determined by the Depositary to be equitable. Notice having been mailed by the Depositary as aforesaid, from and after the Redemption Date (unless the Company shall have failed to redeem the shares of Preferred Stock to be redeemed by it on such date), all dividends in whole or in partrespect of the shares of Preferred Stock so called for redemption shall cease to accumulate, as applicablethe Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, prior all rights of the holders of Receipts such Depositary Shares (except the right to receive the redemption price) shall, to the Stated Maturity Dateextent of such Depositary Shares, cease and terminate and, upon surrender in increments accordance with such notice of $1,000 at the applicable Redemption Price Receipts evidencing any such Depositary Shares (as defined belowproperly endorsed or assigned for transfer, if the Depositary shall so require), together with unpaid interestsuch Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to one-fourth of the redemption price per share paid in respect of the shares of Preferred Stock plus all money and other property, if any, accrued thereon torepresented by such Depositary Shares, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted including all amounts paid by the Annual Company in respect of dividends which on the Redemption Percentage Reduction, if applicable) multiplied by Date have accumulated on the unpaid Principal Amount shares of this Note Preferred Stock to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% so redeemed and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given have not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedtheretofore been paid.

Redemption. If no redemption right is set forth on The Trustee will comply with the face hereof, this Note may not be redeemed prior terms of the Letter with regard to redemptions of the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereofBook-Entry Notes. In the case of a Book-Entry Notes stated by their terms to be redeemable prior to Stated Maturity, at least 60 calendar days before the date fixed for redemption (the "Redemption Date"), the Issuer shall notify the Trustee of the Issuer's election to redeem such Book-Entry Notes in whole or in part and the principal amount of such Book-Entry Notes to be so redeemed. At least 30 calendar days but not more than 60 days prior to the Redemption Date, the Trustee shall notify DTC of the Issuer's election to redeem such Book-Entry Notes. The Trustee shall notify the Issuer and DTC of the CUSIP numbers of the particular Book-Entry Notes to be redeemed either in whole or in part. The Issuer, the Trustee and DTC will confirm the amounts of such principal and any premium and interest payable with respect to each such Book-Entry Note that is not a Discount on or about the fifth Business Day preceding the Redemption Date of such Book-Entry Note. The Issuer will pay the Trustee, if a redemption right is in accordance with the terms of the Indenture, the amount necessary to redeem each such Book-Entry Note or the applicable portion of each such Book-Entry Note. The Trustee will pay such amount to DTC at the times and in the manner set forth herein. Promptly after payment to DTC of the amount due on the face of this Redemption Date for such Book-Entry Note, the Trust Trustee shall elect make the appropriate entry on its records to redeem this cancel any such Book-Entry Note on redeemed in whole and shall deliver an appropriate debit advice to the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement Issuer. If a Book-Entry Note is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior the Trustee will make the appropriate entry on its records to cancel the Stated Maturity Date, in increments portion of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this such Book-Entry Note to be redeemed and the remaining portion of such Book-Entry Note shall be determined by multiplying (1) bear the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedsame CUSIP number.

Redemption. If no redemption right is set forth on the face hereof, this Note This Warrant may not be redeemed prior at the option of the Company, at a redemption price of $.001 per Warrant, at any time between the first anniversary date of the issuance and the Expiration Date upon 30 business-day written notice delivered to the Stated Maturity DateHolder, except provided: (a) the Closing Bid or last sales price of the Common Stock issuable upon exercise of such Warrant has been at least 200% of the Exercise Price then in effect (as set forth in (d) above) for twenty (20) consecutive trading days ending not more than 15 days prior to the Indenture or in Section 10 hereof. In dare of notice of redemption, and (b) there is an effective registration statement with a current prospectus available covering the case shares of a Note that is not a Discount Note, if a redemption right is set forth on the face Common Stock issuable upon exercise of this NoteWarrant. On and after the date fixed for redemption, the Trust Holder shall elect have no rights with respect to redeem this Note on Warrant except to receive the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case $.001 per Warrant upon surrender of this Note Certificate. All Warrants must be redeemed if any are redeemed. The notice of redemption shall specify: (i) the Redemption Price; (ii) the date fixed for redemption (the "Redemption Date"); (iii) the place where Warrant Certificates shall be delivered and the redemption price paid; and (iv) that the right to exercise the Warrants shall terminate at 5:00p.m. EST on the Business Day immediately preceding the Redemption Date. An affidavit of the Secretary or an Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be conclusive evidence of the facts stated therein. From and after the Redemption Date, the Company shall, at the place specified in the notice of redemption, upon presentation and surrender to the Company by or on behalf of the Holder thereof this Warrant, deliver or cause to be delivered to or upon the written order of such holder a sum of cash equal to the Redemption Price of each such Warrant. From and after the Redemption Date in whole and upon the deposit or in partsetting aside by the Company of a sum sufficient to redeem all the Warrants called for redemption, as applicablesuch Warrants shall expire and become void and all rights hereunder and shall cease, prior to except the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interestright, if any, accrued thereon to, but excluding, to receive payment of the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemed.

Redemption. If no redemption (a) The Company shall have the right is set forth on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (eachExchangeable Debentures for cash, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, (i) at any time, if the Company determines it is necessary to redeem the Exchangeable Debentures in order to preserve Host REIT’s status as applicablea real estate investment trust and (ii) at any time or from time to time, prior to the Stated Maturity Dateon or after April 20, 2012, in increments each case, upon the notice set forth in Section 1.04 of $1,000 this Twenty-Third Supplemental Indenture at the applicable a Redemption Price equal to 100% of the principal amount of the Exchangeable Debentures to be redeemed plus unpaid interest (as defined below), together with unpaid interestincluding Liquidated Damages, if any, ) accrued thereon to, but excluding, the applicable Redemption Date. “; provided, however that if the Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified Date falls after a Record Date and on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days or prior to the proposed Redemption Date. In corresponding interest payment date, the event Company will pay the full amount of redemption accrued and unpaid interest, if any, on such interest payment date to the Holder of this Note in part only, a new Note for record at the unredeemed portion hereof shall be issued in close of business on the name corresponding Record Date (instead of the Holder hereof upon surrendering its Exchangeable Debentures for redemption). In connection with any redemption by the surrender hereofCompany pursuant to clause (i) in this Section 1.03(a), the Company shall provide the Trustee with an Officers’ Certificate evidencing that the Host REIT Board of Directors has, in good faith, made the determination that it is necessary to redeem the Exchangeable Debentures in order to preserve the Guarantor’s status as a real estate investment trust. If less than all of this Note is redeemedthe Paying Agent holds money sufficient to pay the Redemption Price due on an Exchangeable Debenture on the Redemption Date, the Indenture Trustee will select by lot or, in its discretionthen, on and after the Redemption Date, that Exchangeable Debenture will cease to be outstanding and interest on that Exchangeable Debenture will cease to accrue, whether or not the Holder effects a pro rata basisbook-entry transfer of that Exchangeable Debenture or delivers that Exchangeable Debenture to the Paying Agent. Thereafter, the amount all other rights of the interest Holder of each direct participant in that Exchangeable Debenture terminate, other than the Trust right to be redeemedreceive the Redemption Price due on the Redemption Date.

Redemption. This Senior Note shall be subject to redemption at the option of the Issuer, in whole or in part, at any time, and from time to time, in increments of U.S. $1,000 (provided that any remaining principal amount hereof shall be at least U.S. $1,000, and subject further to the provisions of the Indenture), at a redemption price equal to the sum of (i) the principal amount of the Senior Notes being redeemed, plus accrued and unpaid interest thereon to the redemption date, and (ii) the Make-Whole Amount, if any (together, the "Redemption Price"). If no notice has been given as provided in the Original Indenture and funds for the redemption right is set forth of any Senior Notes called for redemption shall have been made available on the face hereofredemption date referred to in such notice, this Note may such Senior Notes shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders from and after the redemption date shall be to receive payment of the Redemption Price upon surrender of such Senior Notes in accordance with such notice. Notice of any optional redemption of any Senior Notes shall be given to Holders at their addresses, as shown in the security register for the Senior Notes, not be redeemed less than 30 nor more than 60 days prior to the Stated Maturity Datedate fixed for redemption. The notice of redemption shall specify, except among other items, the Redemption Price and the principal amount of the Senior Notes held by such Holder to be redeemed. If less than all the Senior Notes are to be redeemed at the option of the Issuer, the Issuer will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as set forth in is satisfactory to the Indenture Trustee) of the aggregate principal amount of the Senior Notes to be redeemed and their redemption date. The Trustee shall select, pro rata, by lot or in Section 10 hereof. In the case of a Note that is not a Discount Notesuch manner as it shall deem fair and appropriate, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is Senior Notes to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must part. Senior Notes may be redeemed on such Redemption Date in whole or part in part, as applicable, prior to the Stated Maturity Date, in increments authorized denomination of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Dateor in any integral multiple thereof. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemed.As used herein:

Redemption. If no redemption right is set forth on (a) All the face hereof, this Note Notes may not be redeemed prior to the Stated Maturity Datein whole, except as set forth but not in the Indenture part, on or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on at the face hereof on which Redemption Price at the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company option of the holders of a majority of the ownership interest of the Issuer (“Principal Life”) (each, a “Redemption Date”the "Residual Majority"), in which case this Note must be redeemed or at the option of the Servicer if the Residual Majority shall not have exercised its option to direct the Servicer to redeem the Notes on such Redemption Date in whole or in partor, as applicableif such option is not exercised by the Servicer, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below)option of the Note Insurer; provided, together with unpaid interesthowever, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean that funds in an amount equal to the Initial Redemption Percentage (as adjusted by Price, plus any amounts owed to the Annual Redemption Percentage ReductionNote Insurer under the Insurance Agreement, if applicable) multiplied by any unreimbursed Nonrecoverable Advances and any unreimbursed amounts due and owing to the unpaid Principal Amount Indenture Trustee hereunder, must have been deposited with the Indenture Trustee prior to the Indenture Trustee's giving notice of this Note such redemption pursuant to be redeemedSection 10.02 or the Issuer shall have complied with the requirements for satisfaction and discharge of the Notes specified in Section 4.01. Unless otherwise specified on Notice of the face hereof, election to redeem the Initial Redemption Percentage Notes shall be 100% and furnished to the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given Indenture Trustee not more than sixty (60) nor less later than thirty (30) calendar days prior to the proposed Redemption Payment Date selected for such redemption, whereupon all such Notes shall be due and payable on such Payment Date upon the furnishing of a notice pursuant to Section 10.02 to each Holder of such Notes and the Note Insurer. Any expenses associated with the compliance of the provisions hereof in connection with a redemption of the Notes shall be paid by the Note Insurer or the Servicer, depending upon which party redeems the Notes. In no event shall the Note Insurer redeem the Notes unless the proceeds received from the Note Insurer would be not less than the greater of (x) the entire amount that would be payable to the Holders of the Notes, in full payment thereof on the Payment Date next succeeding the date of such Sale and (y) the fair market value of the Mortgage Loans as of the related Payment Date. In Upon the event of redemption of this Note in part onlythe Notes, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant Mortgage Loans in the Trust Estate shall be released and delivered to be redeemedthe Issuer.

Redemption. If no redemption right is set forth so specified on the face hereof, this Note may not be redeemed prior to at the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case option of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed NIB in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such the Optional Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise Dates specified on the face hereof, in the Initial Redemption Percentage case of Book-Entry Notes, by facsimile transmission to DTC in accordance with agreed upon procedures and, in the case of Certificated Notes, upon the mailing by the Fiscal Agent by first-class mail, postage prepaid, or via facsimile transmission to such number as the Fiscal Agent shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount have furnished to NIB, of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount a notice of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given such redemption not less than 30 nor more than sixty (60) nor less than thirty (30) calendar 60 days prior to the proposed date fixed for redemption, unless otherwise provided in the relevant Pricing Supplement, to the Holder hereof at its last registered address appearing in the Note Register, at the applicable Redemption DatePrice specified on the face hereof, together in each case with accrued interest, if any, to the date fixed for redemption. In Any Note called for redemption shall become due and payable on the event date specified in such notice (herein called the “redemption date”), and upon presentation and surrender of such Note at the place or places specified in such notice, such Note shall be paid at the Redemption Price together with accrued interest, if any, to the redemption date. From and after the redemption date (unless NIB shall default in the payment of the Redemption Price and accrued interest), if money for the redemption of this Note shall have been made available as provided herein, this Note shall cease to bear interest and the only right of the Holder hereof shall be to receive payment respectively of the Redemption Price and all unpaid interest accrued to the redemption date, as provided above. If any such Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal thereof shall, until paid, bear interest from the date of redemption at the rate borne by such Note. Any Note which is to be redeemed only in part onlyshall be surrendered to the Fiscal Agent, and the Fiscal Agent shall complete, authenticate and deliver to the Holder of such Note, without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, having identical terms and conditions, in an aggregate principal amount equal to and in exchange for the unredeemed portion hereof shall be issued of the Note so surrendered. If this Note is an Original Issue Discount Note (“OID Note”)(other than an Indexed Note), anything to the contrary notwithstanding, the amount payable in the name event of (A) repayment at the option of the Holder hereof upon or redemption, in lieu of the surrender principal amount due at the maturity hereof. If less than all , shall be the Amortized Face Amount (as defined below) of this Note is redeemedas of the date fixed for repayment or redemption and (B) acceleration of maturity, shall be the Indenture Trustee will select aggregate principal amount of this Note multiplied by lot orthe sum of the Issue Price hereof (expressed as a percentage of the aggregate principal amount) plus the original issue discount amortized from the Original Issue Date hereof to the date of declaration of acceleration, which amortization shall be calculated using the “interest method” (computed in its discretion, accordance with generally accepted accounting principles in effect on a pro rata basis, the date of declaration of acceleration). The “Amortized Face Amount” of this Note shall be the amount equal to (a) the Issue Price (as set forth on the face hereof) plus (b) that portion of the interest difference between the Issue Price and the principal amount hereof that has accrued at the Yield to Maturity (as set forth on the face hereof) (computed in accordance with generally accepted United States bond yield computation principles) at the date as of each direct participant which the Amortized Face Amount is calculated, but in no event shall the Trust to be redeemedAmortized Face Amount of this OID Note exceed its stated principal amount.

Redemption. If no Whenever the Company shall be permitted and shall elect, under the Certificate of Designation relating to the Stock (the "Certificate"), to redeem shares of the Stock, it shall give the Depositary notice thereof. The Depositary shall mail notice of such redemption right is set forth on and the face hereof, this Note may simultaneous redemption of the corresponding Depositary Shares not be redeemed less than 30 and not more than 60 days prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a date fixed for redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments holders of $1,000 at record of Receipts representing the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount number of this Note Depositary Shares to be redeemed. Unless otherwise specified on Each such notice shall state: (a) the face hereof, date of such proposed redemption; (b) the Initial Redemption Percentage number of Depositary Shares to be redeemed; (c) the redemption price (which shall include full cumulative dividends thereon the redemption date); (d) the place or places where Receipts evidencing Depositary Shares are to be 100% surrendered for payment of the redemption price; and (e) that dividends in respect of the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note Stock represented by the Depositary Shares to be redeemed will cease to accumulate from and after such redemption date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected by lot or pro rata as may be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) Depositary to be equitable. From and after the quotient derived by dividing (A) the outstanding principal amount date set for redemption, all dividends in respect of the Funding Agreement Depositary Shares so called for redemption shall cease to accrue, such Depositary Shares shall no longer be deemed outstanding and all rights of the holders of Receipts representing such Depositary Shares (except the right to receive the redemption price) shall cease and terminate. From and after the redemption date, upon surrender in accordance with the redemption notice of the Receipts representing any such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be redeemed by Principal Life by (B) the outstanding principal amount Depositary at the redemption price per share equal to [insert fractional share] of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note price per share paid in part only, a new Note for the unredeemed portion hereof shall be issued in the name respect of the Holder hereof upon the surrender hereof. If less than all shares of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedStock plus any money or other property represented thereby.

Redemption. If no redemption Upon the occurrence of a Redemption Event in relation to any Stockholder (the “Affected Stockholder”), if the Board (excluding any director designated by the Affected Stockholder) so elects (by written notice (the “Redemption Notice”) to the Affected Stockholder within 30 days after the Company becomes aware of the Redemption Event), all of the shares of Capital Stock and Options owned by the Affected Stockholder and any Affiliate of the Affected Stockholder shall be deemed automatically redeemed by the Company for the Redemption Price without further action of the Affected Stockholder, subject to the right is of Lxxx NAOC to withdraw its delivery of a Pledge Notice as set forth on below; provided, that if the face hereofBoard reasonably expects that a Bankruptcy Decision is likely to occur with respect to a Stockholder, this Note the Board may not be redeemed elect prior to the Stated Maturity Dateoccurrence of any such Bankruptcy Decision that the Company shall exercise the redemption right pursuant to this Section 4.6, except as set forth in effective automatically upon the Indenture or in Section 10 hereof. In the case occurrence of a Note that is not a Discount NoteBankruptcy Decision. The Redemption Price of the Capital Stock and Options of any Affected Stockholder shall be determined as of the date of the Redemption Event, if a redemption right is set forth on as follows. Upon delivery of the face of this NoteRedemption Notice to the Affected Stockholder, the Trust Company and the Affected Stockholder shall elect endeavor in good faith to redeem this Note promptly determine the applicable Redemption Price. If the Company and the Affected Stockholder cannot agree on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (within 15 days after the delivery of the Redemption Notice, they will, as defined below)soon as practicable, together with unpaid interest, if any, accrued thereon to, but excluding, select an Arbiter to determine the applicable Redemption DatePrice. “If the Company and the Affected Stockholder cannot agree on an Arbiter within 20 days after delivery of the Redemption Notice, the Company and the Affected Stockholder shall each select an Arbiter and shall each instruct their respective Arbiters to select, within 25 days after delivery of the Redemption Notice, a third Arbiter to determine the Redemption Price” . The Company and the Affected Stockholder shall mean an amount instruct the selected Arbiter to determine the Redemption Price within 50 days after delivery of the Redemption Notice. The determination of the Redemption Price by such selected Arbiter shall be final, binding and conclusive, absent manifest error. Lxxx NAOC shall have the right, exercisable within 10 days after determination of the Redemption Price, to withdraw its delivery of a Pledge Notice, in which event the Company shall not have the right to redeem Lxxx NAOC’s Capital Stock and Options pursuant to this Section 4.6. The Affected Stockholder shall bear a portion of the fees, costs and expenses of the Arbiters engaged pursuant to this Section 4.6 equal to such Affected Stockholder’s Percentage Interest. The Company shall bear the Initial balance of such fees, costs and expenses. Payment for such redemption shall be made no later than 45 days after the later of delivery of the Redemption Percentage (as adjusted Notice and the final determination of the applicable Redemption Price. Each director designated by the Annual Redemption Percentage ReductionAffected Stockholder shall be excluded from any Board decisions (and from the definition of “Required Board Approval”) in connection with this Section 4.6 and, if applicablethe Affected Stockholder is a Minority Stockholder, its approval pursuant to Section 3.4(c) multiplied by the unpaid Principal Amount of shall not be required in connection with any Company action in connection with this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedSection 4.6.

Redemption. If no redemption right is set forth so provided on the face hereof, the Company may at its option redeem this Note may not be redeemed prior Security in whole or from time to the Stated Maturity Datetime in part in increments of $1,000, except as set forth in the Indenture or in Section 10 hereof. In the case any other integral multiple of a Note that is not a Discount Note, if a redemption right is set forth an authorized denomination specified on the face hereof, (provided that any remaining principal amount of this Note, Security shall not be less than $1,000 or such other minimum authorized denomination hereof) on or after the Trust shall elect to redeem this Note on the Interest Payment Date after date designated as the Initial Redemption Date set forth on the face hereof on which at 100% of the Funding Agreement is to be unpaid principal amount hereof or the portion thereof redeemed in whole or in part multiplied by Principal Life Insurance Company a percentage (“Principal Life”) (each, a “the "Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined belowPercentage"), together with unpaid accrued interest, if any, accrued thereon to, but excluding, to the applicable Redemption Date. “The Redemption Price” Percentage shall mean an amount initially be equal to the Initial Redemption Percentage (as adjusted specified on the face hereof and shall decline at each anniversary of the Initial Redemption Date by the amount of the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise Reduction specified on the face hereof, until the Initial Redemption Percentage shall be is equal to 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount Company may exercise such option by causing the Trustee to mail a notice of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given such redemption not less than 30 nor more than sixty (60) nor less than thirty (30) 60 calendar days prior to the proposed applicable Redemption DateDate to each Holder of the Securities of this series to be redeemed. In the event of redemption of this Note Security in part only, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security, without service charge, a new Note Security or Securities, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon principal of the surrender hereofSecurity so surrendered. If less than all of the Securities of this Note is series issued on the same day with the same terms are to be redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust Securities to be redeemedredeemed shall be selected by the Trustee by such method as the Trustee shall deem fair and appropriate.

Redemption. If no redemption right is set forth on (a) The provisions of Article 11 of the face hereof, this Note may not be redeemed prior Original Indenture will apply to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereofDesignated Securities. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect The “Redemption Price” means: (A) with respect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is any Designated Securities to be redeemed in whole or in part by Principal Life Insurance Company other than pursuant to Section 11.8 of the Original Indenture, an amount equal to the greater of: (“Principal Life”x) (each, a “Redemption Date”), in which case this Note must 100% of the principal amount of such Designated Securities to be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with plus accrued and unpaid interest, if any, accrued interest thereon to, but excluding, the applicable Redemption Date (as defined below) of such Designated Securities and (y) as determined by the Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal thereof and interest thereon (exclusive of interest accrued thereon to the Redemption Date. “) discounted to the Redemption Price” shall mean Date of the Designated Securities being redeemed on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points for the Designated Securities being redeemed, plus accrued and unpaid interest on the principal amount of such Designated Securities (or any portion thereof) being redeemed to, but excluding, the Redemption Date of the Designated Securities (or any portion thereof) being redeemed; and (B) with respect to any Designated Securities to be redeemed pursuant to Section 11.8 of the Original Indenture or Section 2.12(b) of this Supplemental Indenture, an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reductiontheir principal amount, together with accrued and unpaid interest, if applicable) multiplied by any, thereon to but excluding the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%Date. The unpaid Principal Amount “Redemption Date” of this Note any Designated Securities to be redeemed shall will be determined any Fixed Rate Business Day fixed by multiplying (1) the Outstanding Principal Amount Issuer for redemption of this Note such Designated Securities and specified in the applicable notice of redemption provided by (2) the quotient derived by dividing (A) Issuer to the outstanding principal amount Trustee pursuant to Section 11.2 of the Funding Agreement Original Indenture; provided, however, that the Redemption Date of any Designated Securities to be redeemed by Principal Life by (Bpursuant to Section 11.8(a) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof Original Indenture shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedan Interest Payment Date.

Redemption. If no redemption right is set forth on Prior to January 1, 2011, the face hereof, this Note may Series U Debentures will not be redeemed prior redeemable at the Company’s option. At any time and from time to the Stated Maturity Datetime on or after January 1, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note2011, the Trust shall elect to Company may redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed Series U Debentures, in whole or in part by Principal Life Insurance Company part, in cash at a price (the “Principal Life”Redemption Price") equal to 100% of the principal amount of the redeemed Series U Debentures, plus (each, a 1) accrued and unpaid interest on the redeemed Series U Debentures to but not including the date of redemption (the “Redemption Date”), in which case this Note must and (2) as applicable and as provided below, the Redemption Adjustment Amount with respect to the Series U Debentures selected for redemption and scheduled to be redeemed on such Redemption Date in whole (including any such Series U Debentures selected for redemption with respect to which a Conversion Date has been set on or in part, as applicable, prior to the Stated Maturity Close of Business on the second Business Day immediately preceding the Redemption Date) (the “Called Debentures"); provided, however, that if such Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, in increments then the full amount of $1,000 at the applicable Redemption Price (as defined below), together with accrued and unpaid interest, if any, accrued thereon topayable on such Interest Payment Date shall be paid to the Holders of record of the Series U Debentures at the Close of Business on the corresponding Record Date (which may or may not be the same person to whom the Company will pay the Redemption Price) and the Redemption Price shall equal 100% of the principal amount of the redeemed Series U Debentures plus, but excludingas applicable and as provided below, the applicable Redemption Date. “Redemption Price” shall mean Adjustment Amount with respect to the Called Debentures minus an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified interest payable on that Interest Payment Date on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement redeemed Series U Debentures with respect to the period from the Redemption Date to but not including the Interest Payment Date. For the avoidance of doubt, the Redemption Adjustment Amount (if any) shall only be redeemed by Principal Life by (B) due and payable upon a redemption under and pursuant to this Section 5 and not upon the outstanding principal amount occurrence of, or in connection with, any other circumstance, event or condition, including without limitation a repurchase pursuant to Section 6 hereof. The Series U Debentures are not entitled to any sinking fund. In the case of any partial redemption, selection of the Funding AgreementSeries U Debentures for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Series U Debentures are listed or, if the Series U Debentures are not listed on a national securities exchange, by lot or by such other method as directed by the Company. Notice must be given The Trustee will make that selection not more than sixty (60) nor less than thirty (30) calendar forty-five days prior to before the proposed Redemption Date. In If a portion of a Holder’s Series U Debentures is selected for redemption and a Holder converts a portion of its Series U Debentures, the event converted portion will, notwithstanding the conversion, be deemed to be part of the portion selected for redemption of this Note in part only, a new Note (so that only the difference between the portion selected for redemption and the unredeemed converted portion hereof will need to actually be redeemed). The Company shall not redeem any Series U Debentures if it has failed to pay interest on the Series U Debentures and such failure to pay is continuing. Series U Debentures that the Trustee selects shall be issued in the name principal amounts of the Holder hereof upon the surrender hereof. If less than all $25.00 or integral multiples of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemed$25.00.

Redemption. If no redemption right is set forth on A Limited Partner (or any assignee thereof) may withdraw all or part of his capital contribution and undistributed profits, if any, from the face hereof, this Note may not be redeemed prior to Partnership in multiples of the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case Net Asset Value of a Note that is not a Discount Note, if a redemption right is set forth on the face Unit of this Note, the Trust shall elect Limited Partnership Interest (such withdrawal being herein referred to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (as “Principal Liferedemption”) as of the last day of a month (each, a the “Redemption Date”)) after a request for redemption has been made to the General Partner; provided that all liabilities, contingent or otherwise, of the Partnership, except any liability to Partners on account of their capital contributions, have been paid or there remains property of the Partnership sufficient to pay them. As used herein, “request for redemption” shall mean a written or oral request in which case this Note must a form specified by the General Partner and received by the General Partner at least ten (10) days (or such fewer number of days as may be redeemed on such Redemption Date indicated in whole or in partthe Memorandum, as applicable, prior amended from time to time) in advance of the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “The General Partner, in its discretion, may waive the ten (10) day (or such fewer number of days as may be indicated in the Memorandum, as amended from time to time) notice requirement. A form of Request for Redemption Price” may be obtained by written request to the General Partner. Redemption of partial Units will be permitted at the General Partner’s discretion. Upon redemption, a Limited Partner (or any assignee thereof) shall mean receive, per Unit of Limited Partnership Interest redeemed, an amount equal to the Initial Net Asset Value of a Unit of Limited Partnership Interest as of the Redemption Percentage Date, less any amount owing by such Partner (as adjusted and his assignee, if any) to the Partnership. If redemption is requested by an assignee, all amounts owed by the Annual Redemption Percentage Reduction, if applicable) multiplied Partner to whom such Unit of Limited Partnership Interest was sold by the unpaid Principal Amount Partnership as well as all amounts owed by all assignees of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage such Unit of Limited Partnership Interest shall be 100% and deducted from the Annual Redemption Percentage Reduction shall Net Asset Value of such Unit of Limited Partnership Interest upon redemption by any assignee. Payment will be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) made within 10 business days after the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In The General Partner may temporarily suspend redemptions if necessary in order to liquidate commodity positions in an orderly manner and may permit less frequent redemptions if it has received an opinion from counsel that such action is advisable to prevent the event of Partnership from being considered a publicly traded partnership by the Internal Revenue Service. The General Partner may, at its sole discretion and upon notice to the Limited Partners, declare a special Redemption Date on which date Limited Partners may redeem their Units at Net Asset Value per Unit, provided that the Limited Partners submit requests for redemption of this Note in part onlya form acceptable to the General Partner. The General Partner may require that any Limited Partner redeem his Units on 10 days’ notice to the Limited Partner if, a new Note for the unredeemed portion hereof shall be issued in the name sole discretion of the Holder hereof upon General Partner, it is in the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount best interests of the interest of each direct participant in the Trust Partnership to be redeemedrequire such redemption.

Redemption. If no redemption right is 15.1 Subject to the Purchase Agreement and subject to the terms set forth herein (including without limitation subsection 15.2 below), in the event that the closing sale price of the Company’s Common Stock (as reported by the Nasdaq Stock Market or such other principal stock exchange on which such Common Stock is then listed or admitted to trading, or quoted, as applicable) is greater than $5.00 (as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events) for a period (“Pricing Period”) of ten (10) consecutive Trading Days, the Company shall have the right, upon at least ten (10) Trading Days' prior written notice to the Holder (“Redemption Notice”), to redeem all or a portion of this Warrant representing any or all of the then remaining number of shares underlying this Warrant (not previously exercised), at a redemption price equal to $.01 per share issuable hereunder for the portion hereof being redeemed. Any redemption hereunder shall occur on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth date specified in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company Notice (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on provided that such Redemption Date in whole or in partmay not occur until at least ten (10) Trading Days following the date on which the Holder receives the Redemption Notice (the “Redemption Notice Date”). The Company may not deliver any Redemption Notice until after the completion of the Pricing Period, as applicable, prior and must deliver any Redemption Notice within five (5) Trading Days following the last day of any Pricing Period. The period from the Redemption Notice Date to the Stated Maturity DateRedemption Date shall be referred to herein as the “Post-Call Period”. The Holder may exercise this Warrant, in increments of $1,000 including any portion subject to a Redemption Notice, at any time and from time to time during the applicable period from the Redemption Price Notice Date through the date on which the redemption price for such Warrants is paid by the Company (as defined belowand thereafter if such redemption price is not paid), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction Company shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereofhonor all tendered subscription forms during such period. If the Company intends to redeem less than all of this Note is redeemedthe then outstanding Warrants issued to Purchasers under the Purchase Agreement, the Indenture Trustee will select by lot or, in its discretion, it shall do so on a pro rata basis, the amount of the interest of each direct participant basis among such holders in the Trust to be redeemedaccordance with this Section.

Redemption. If no redemption right is set forth The Company may, at any time or from time to time, on the face hereofor after December 15, 2021, redeem this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Subordinated Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicablewithout premium or penalty, prior to the Stated Maturity Date, but in increments all cases in a principal amount with minimum denominations of $1,000 and with integral multiples in excess thereof. In addition, the Company may, at its option, redeem all or a portion of the Subordinated Notes, at any time upon the occurrence of a Tier 2 Capital Event, Tax Event or an Investment Company Event. Any redemption with respect to this Subordinated Note will be subject to any required regulatory approvals. This Subordinated Note is not subject to redemption at the applicable option of the Holder. The Redemption Price (as defined below)with respect to any redemption permitted under this Indenture will be equal to 100% of the principal amount of this Subordinated Note, together with or portion thereof, to be redeemed, plus accrued but unpaid interestinterest and Additional Interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal If all or any portion of the Subordinated Notes ceases to be deemed to be Tier 2 Capital, other than due to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified limitation imposed on the face capital treatment of subordinated debt during the five (5) years immediately preceding the Maturity Date of the Subordinated Notes, the Company will as promptly as reasonably practicable notify the Trustee and the Holders thereof, and thereafter, subject to the terms hereof, the Initial Company and the Holders will work together in good faith, and the Company shall request the Trustee and the Holders to execute and deliver all agreements as reasonably necessary, in order to restructure the applicable portions of the obligations evidenced by the Subordinated Notes to qualify as Tier 2 Capital; provided, however, that nothing contained in this Section shall limit the Company’s right to redeem the Subordinated Notes upon the occurrence of a Tier 2 Capital Event pursuant to Section 10.01(3) of the Indenture. If notice of redemption has been duly given and notwithstanding that any Subordinated Notes so called for redemption have not been surrendered for cancellation, on and after the Redemption Percentage Date interest shall cease to accrue on all Subordinated Notes so called for redemption, all Subordinated Notes so called for redemption shall no longer be deemed outstanding and all rights with respect to such Subordinated Notes shall forthwith on such Redemption Date cease and terminate (unless the Company shall default in the payment of the Redemption Price), except only the right of the Holders thereof to receive the amount payable on such redemption, without interest. Any redemption of the Subordinated Notes or notice of redemption may, at the Company’s discretion, be subject to one or more conditions precedent. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be 100% satisfied (or waived by the Company in its sole discretion), or such redemption may not occur and such notice may be rescinded in the Annual Redemption Percentage Reduction event that any or all such conditions shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined not have been satisfied by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In , or by the event Redemption Date so delayed and such redemption provisions may be adjusted to comply with the requirements of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedany depositary.

Redemption. If no This Class B Warrant may be called for redemption right is set forth on and redeemed at the face hereofoption of the Company, this Note may at a redemption price of $.50 per Class B Warrant, at any time between the Effective Date of the Registration Statement and the Expiration Date upon 10 day written notice delivered to the Holder, provided: (a) the Closing Bid or last sales price of the Common Stock issuable upon exercise of such Class B Warrant has been at least 175% of the Exercise Price for twenty (20) consecutive trading days ending not be redeemed more than 3 days prior to the Stated Maturity Date, except as set forth in date of notice of redemption; (b) there is an effective registration statement with a current prospectus available covering the Indenture or in Section 10 hereof. In the case shares of Common Stock issuable upon exercise of this Class B Warrant; and (c) no public announcement of a Note pending or proposed Organic Change has occurred that is has not a Discount Notebeen consummated. If any of the foregoing conditions shall cease to be satisfied at any time during the required period, if a redemption right is set forth on then the face of this Note, the Trust shall Holder may elect to redeem this Note on nullify the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), Notice in which case the Redemption Notice shall be null and void, ab initio. On and after the date fixed for redemption, the Holder shall have no rights with respect to this Note Class B Warrant except to receive the $.50 per Class B Warrant upon surrender of this Certificate. All Class B Warrants must be redeemed if any are redeemed. The Company covenants and agrees that it will honor all Exercise Notices tendered through the Business Day immediately preceding the Redemption Date. The redemption payment shall be made in cash on date fixed for redemption in the Company's notice of redemption, as described below (the "Redemption Date"). The redemption payment is due in full on the Redemption Date. The notice of redemption shall specify: (i) the Redemption Price; (ii) the date fixed for redemption (the "REDEMPTION DATE"); (iii) the place where Class B Warrant Certificates shall be delivered and the redemption price paid; and (iv) that the right to exercise the Class B Warrants shall terminate at 5:00 p.m. EST on the Business Day immediately preceding the Redemption Date. An affidavit of the Secretary or an Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be conclusive evidence of the facts stated therein. From and after the Redemption Date, the Company shall, at the place specified in the notice of redemption, upon presentation and surrender to the Company by or on behalf of the Holder thereof of this Class B Warrant, deliver or cause to be delivered to or upon the written order of such holder a sum of cash equal to the Redemption Price of each such Class B Warrant. From and after the Redemption Date in whole and upon the deposit or in partsetting aside by the Company of a sum sufficient to redeem all the Class B Warrants called for redemption, as applicablesuch Class B Warrants shall expire and become void and all rights hereunder and shall cease, prior to except the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interestright, if any, accrued thereon to, but excluding, to receive payment of the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemed.

Redemption. If no redemption right is set forth on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereofIndenture. In the case of a Note that is not a Discount Note, if If a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date on or after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Hartford Life Insurance Company (“Principal "Hartford Life”") (each, a “"Redemption Date”"), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “"Redemption Price” " shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on redeemed (or in the face hereofcase of Discount Notes, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%multiplied as set forth in Section 3(c)(ii) above). The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Hartford Life by (B) the outstanding principal amount of the Funding Agreement. The Initial Redemption Percentage, if any, applicable to this Note shall decline at each anniversary of the Initial Redemption Date by an amount equal to the applicable Annual Redemption Percentage Reduction, if any, until the Redemption Price is equal to 100% of the unpaid amount thereof to be redeemed. Notice must be given not more than sixty seventy-five (6075) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemed.

Redemption. If no redemption right is set forth on The Borrower will have the face hereofoption at any time up to the 170th date after the Closing Date, of prepaying the outstanding Principal amount of this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption DateOptional Redemption”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior by paying to the Stated Maturity Date, Holder a sum of money in increments cash equal to one hundred and thirty percent (118%) of $1,000 at the applicable Redemption Price (as defined below)Principal amount to be redeemed, together with accrued but unpaid interest, if anyinterest thereon and any and all other sums due, accrued thereon toor payable to the Holder arising under this Note through the Redemption Payment Date as defined below (the “Redemption Amount”). Xxxxxxxx’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), but excludingwhich date shall be a date certain not sooner than twenty (20) business days after the date of the Notice of Redemption (the “Redemption Period”). At all times up to the Redemption Payment Date, the applicable holder may convert any portion of this Note. On the Redemption Payment Date. “, the Redemption Price” Amount, less any portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall mean an amount equal be paid in good funds to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption DateHolder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of redemption Redemption will be null and void, (ii) Borrower will have no right to deliver another Notice of this Note in part onlyRedemption, a new Note for the unredeemed portion hereof shall and (iii) Borrower’s failure may be issued in the name of the deemed by Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemeda non-curable Event of Default.

Redemption. If no redemption right is set forth on at anytime during the face hereofExercise Period the Common Stock trades at or above $0.90 per share (subject to adjustment for forward and reverse stock splits, this Note may not be redeemed prior to recapitalizations, stock dividends and the Stated Maturity Date, except as set forth in like) (the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal LifeThreshold Price”) during 20 consecutive Trading Days (each, a the “Redemption DateMeasurement Period”), in which case this Note must be redeemed on then the Company may, upon 30 days prior written notice “Redemption Notice”), call for redemption (“Call”) of the Warrants then outstanding at a redemption price of $0.005 per share. If the conditions set forth below for such Call are satisfied from the period from the date of the Redemption Notice through and including the Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excludingthen this Warrant for which a Notice of Exercise shall not have been received by the Redemption Date will be cancelled at 6:00 p.m. (New York City time) on the 30th day after the date the Call Notice is placed in the United States mail (by first class mail) (such date, the applicable “Redemption Date. “”); provided, however that the Company may extend the Redemption Price” shall mean an amount equal Date to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount a later date of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days from the Redemption Date upon 7 days prior to written notice of the proposed original Redemption Date. In furtherance thereof, the event Company covenants and agrees that it will honor all Notices of redemption Exercise with respect to Warrant Shares subject to a Redemption Notice that are tendered prior to 6:00 p.m. (New York City time) on the Redemption Date. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Redemption Notice or require the cancellation of this Note in part onlyWarrant (and any Redemption Notice will be void), unless, from the beginning of the 1st consecutive Trading Day used to determine whether the Common Stock has achieved the Threshold Price through the Redemption Date, either (a) the Company has effective under the Securities Act of 1933, as amended, a new Note registration statement providing for the unredeemed portion hereof shall be issued in the name resale of the Holder hereof upon Warrant Shares and the surrender hereof. If less than prospectus thereunder available for use by the Holders for the resale of all of this Note is redeemed, such Warrant Shares or (b) the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount Warrant Shares may be sold without volume restriction pursuant to Rule 144(k) of the interest Securities Act of each direct participant in the Trust to be redeemed.1933, as amended..

Redemption. If no redemption right is set forth on (a) Commencing twelve (12) months from the face hereof, this Note may not be redeemed prior to Effective Date or earlier with the Stated Maturity Date, except as set forth in consent of the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this NoteRepresentatives, the Trust Company shall elect to redeem this Note have the right, on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company not less than thirty (“Principal Life”30) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not nor more than sixty (60) nor less than thirty (30) calendar days notice given prior to the proposed Redemption Date, as hereinafter defined, at any time to redeem the then outstanding Warrants at the Redemption Price, provided that the Market Price of the Common Stock shall equal or exceed the "Target Price" with respect to the class of Warrants as to which the Company is exercising its right of redemption. The "Target Price" shall mean one hundred fifty percent (150%) of the Purchase Price with respect to the applicable class of Warrants. Market Price for the purpose of this Paragraph 8 shall mean, if the Common Stock is listed on the Nasdaq Stock Market or the New York or American Stock Exchange, the average last reported sales price (or, if no sale is reported on any such trading day, the average of the closing bid and asked prices) on the principal market for the Common Stock or, if the Common Stock is not so listed or traded, the average of the last reported bid prices of the Common Stock, during the twenty (20) day period ending within three (3) days of the date the Warrants are called for redemption. Notice of redemption shall be mailed by first class mail, postage prepaid, not later than five (5) business days (or such longer period to which the Representatives may consent) after the date the Warrants are called for redemption. All Warrants of any class of Warrants must be redeemed if any Warrants of such class are redeemed. (b) If the conditions set forth in Paragraph 8(a) of this Agreement are met, and the Company desires to exercise its right to redeem the Warrants, it shall request the Representatives or the Warrant Agent to mail the notice of redemption referred to in said Paragraph 8(a) to each of the Registered Holders of the Warrants to be redeemed, first class, postage prepaid, not earlier than the sixtieth (60th) day nor later than the thirtieth (30th) day before the date fixed for redemption, at their last addresses as shall appear on the records maintained pursuant to Paragraph 6(b) of this Agreement. Any notice mailed in the manner provided herein shall be conclusively presumed to have been duly given whether or not the Registered Holder receives such notice. The Warrant Agent agrees to mail such notice if requested by the Company or the Representatives. (c) The notice of redemption shall specify (i) the Redemption Price, (ii) the date fixed for redemption, (iii) the place where the Warrant Certificates shall be delivered and the redemption price to be paid, and (iv) that the right to exercise the Warrants shall terminate at 5:00 p.m. (New York City time) on the business day immediately preceding the date fixed for redemption. The date fixed for the redemption of the Warrants shall be the Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued No failure to mail such notice nor any defect therein or in the name mailing thereof shall affect the validity of the proceedings for such redemption except as to a Registered Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust (A) to be redeemed.whom

Redemption. The Notes may be redeemed at any time at the option of the Company, in whole or from time to time in part, at a Redemption Price equal to the sum of (i) the principal amount (or any portion thereof) of the Notes being redeemed plus accrued interest thereon to the Redemption Date and (ii) the Make-Whole Amount (as defined below) if any, with respect to such Notes (or any portion thereof). If no notice has been given as provided in the Indenture and funds for the redemption right is set forth of any Notes (or any portion thereof) called for redemption shall have been made available on the face hereofRedemption Date referred to in such notice, this Note may such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes will be to receive payment of the Redemption Price. Notice of any redemption of any Notes (or any portion thereof) will be given to Holders at their addresses, as shown in the Security Register for the Notes, not be redeemed more than 60 nor less than 30 days prior to the Stated Maturity Datedate fixed for redemption. The notice of redemption will specify, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Noteamong other items, the Trust Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If less than all the Notes are to be redeemed, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. The Trustee shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is select, in such manner as it shall deem fair and appropriate, Notes to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding. As used herein, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to following terms will have the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemed.meanings set forth below:

Redemption. If no redemption right is set forth on the face hereof, this Note may The shares of Series A Preferred Stock shall not be redeemed redeemable prior to the Stated Maturity DateJune 2, except as set forth in the Indenture or in Section 10 hereof2008. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this NoteOn and after such date, the Trust shall elect to Corporation, at its option, may redeem this Note on shares of the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (eachSeries A Preferred Stock, as a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicableat any time or from time to time, prior at a redemption price equal to the Stated Maturity Date$100 per share, plus, in increments of $1,000 at the applicable Redemption Price (as defined below)each case, together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to all dividends (whether or not earned or declared) accrued and accumulated and unpaid (including any Post-Declaration Date Dividends and Additional Dividends) to the Initial Redemption Percentage (as adjusted by date fixed for redemption, without interest. If full cumulative dividends on the Annual Redemption Percentage ReductionSeries A Preferred Stock have not been paid or set apart for payment with respect of all prior dividend periods, if applicable) multiplied by the unpaid Principal Amount Series A Preferred Stock may not be redeemed in part and the Corporation may not purchase or acquire any shares of this Note the Series A Preferred Stock otherwise than pursuant to a purchase or exchange offer made on the same terms to all holders of the Series A Preferred Stock. If fewer than all the outstanding shares of Series A Preferred Stock are to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount number of this Note shares to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount Board of this Note by (2) Directors and the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement shares to be redeemed shall be selected by Principal Life lot or pro rata or by (B) any other means determined by the outstanding principal amount Board of Directors in its sole discretion to be equitable. In the Funding Agreement. Notice must event the Corporation shall redeem shares of Series A Preferred Stock, written notice of such redemption shall be given by first class mail, postage prepaid, mailed not less than 30 days nor more than sixty (60) nor less than thirty (30) calendar 60 days prior to the proposed Redemption Date. In redemption date, to each holder of record of the event shares to be redeemed at such holder's address as the same appears on the stock books of the Corporation and notice shall also be given by publication during the aforesaid period prior to the redemption date in a newspaper of general circulation in the Borough of Manhattan, the City of New York; provided, however, that no failure to give such notice nor any defect therein shall affect the validity of the proceedings for the redemption of this Note in part onlyany shares of Series A Preferred Stock to be redeemed except as to the holder to whom the Corporation has failed to mail said notice or except as to the holder whose notice was defective. Each such notice shall state: (a) the redemption date; (b) the number of shares of Series A Preferred Stock to be redeemed and, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If if less than all of this Note is redeemedthe shares held by such holder are to be redeemed from such holder, the Indenture Trustee number of shares to be redeemed from such holder; (c) the redemption price and any accumulated and unpaid dividends to the redemption date; (d) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (e) that dividends on the shares to be redeemed will select cease to accrue on such redemption date (unless the Corporation shall default in providing funds for the payment of the redemption price of the shares called for redemption at the time and place specified in such notice). If a notice of redemption has been given pursuant to this Paragraph 6 and if, on or before the date fixed for redemption, the funds necessary for such redemption shall have been set aside by lot orthe Corporation, separate and apart from its other funds, in its discretiontrust for the pro rata benefit of the holders of the shares of Series A Preferred Stock so called for redemption, then, notwithstanding that any certificates for such shares have not been surrendered for cancellation, on a pro rata basis, the amount of redemption date dividends shall cease to accrue on the interest of each direct participant in the Trust shares to be redeemed, and at the close of business on the redemption date the holders of such shares shall cease to be stockholders with respect to such shares and shall have no interest in or claims against the Corporation by virtue thereof and shall have no voting or other rights with respect to such shares, except the right to receive the moneys payable upon surrender (and endorsement, if required by the Corporation) of their certificates, and the shares evidenced thereby shall no longer be outstanding. The Corporation's obligation to provide funds for the payment of the redemption price (and any accumulated and unpaid dividends to the redemption date) of the shares called for redemption shall be deemed fulfilled if, on or before a redemption date, the Corporation shall deposit, with a bank or trust company, or an affiliate of a bank or trust company, having an office or agency in New York City and having a capital and surplus of at least $50,000,000, such funds sufficient to pay the redemption price (and any accumulated and unpaid dividends to the redemption date) of the shares called for redemption, in trust for the account of the holders of the shares to be redeemed (and so as to be and continue to be available therefor), with irrevocable instructions and authority to such bank or trust company that such funds be delivered upon redemption of the shares of Series A Preferred Stock so called for redemption. Subject to applicable escheat laws, any moneys so set aside by the Corporation and unclaimed at the end of two years from the redemption date shall revert to the general funds of the Corporation, after which reversion the holders of such shares so called for redemption shall look only to the general funds of the Corporation for the payment of the amounts payable upon such redemption. Any interest accrued on funds so deposited shall be paid to the Corporation from time to time. Shares of Series A Preferred Stock that have been issued and reacquired in any manner, including shares purchased or redeemed, shall (upon compliance with any applicable provisions of the laws of the State of Delaware) have the status of authorized and unissued shares of the class of Preferred Stock undesignated as to series and may be redesignated and reissued as part of any series of the preferred stock.

Redemption. If no The Notes are subject to redemption right is set forth on the face hereof, this Note may upon not be redeemed prior less than 10 or more than 60 days’ notice to the Stated Maturity Date, except as set forth in Holders of the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is Notes to be redeemed as provided in whole the Indenture, at any time or in part by Principal Life Insurance Company (“Principal Life”) (eachfrom time to time prior to December 15, 2030, as a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, at the election of the Company, at a Redemption Price, as applicablecalculated by the Company, prior equal to the Stated Maturity Dategreater of: (i) 100% of the principal amount of the Notes being redeemed, in increments of $1,000 at the applicable Redemption Price (as defined below), together with plus accrued and unpaid interest, if any, accrued thereon to, but excludingnot including, the applicable Redemption Date and (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal of, and interest that would be due on, the Notes to be redeemed if the Notes matured on December 15, 2030 (not including any portion of payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points plus accrued and unpaid interest, if any, to, but not including, the Redemption Date. “Redemption Price” shall mean an amount equal In addition, the Notes are subject to redemption upon not less than 10 or more than 60 days’ notice to the Initial Redemption Percentage (as adjusted by Holders of the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note Notes to be redeemed shall be determined as provided in the Indenture, at any time or from time to time on or after December 15, 2030, as a whole or in part, at the election of the Company, at a Redemption Price, as calculated by multiplying (1) the Outstanding Principal Amount Company, equal to 100% of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) Notes being redeemed, plus accrued and unpaid interest, if any, to, but not including, the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust Notes are to be redeemed, selection of Notes for redemption will be made [Insert for Global Notes – by the Depositary by lot or other means in accordance with the Depositary’s procedures] [Insert for a Definitive Security—by the Trustee in accordance with the Depositary’s procedures]. Unless the Company defaults in payment of such Redemption Price, from and after the Redemption Date, the Notes or portions thereof called for redemption will cease to bear interest, and the Holders thereof will have no right in respect of such Notes except the right to receive the Redemption Price thereof.

Redemption. If no redemption right is set forth on the face hereof, this Note may not be redeemed prior Subject to the Stated Maturity Dateprovisions of section (b) of this Article III, except as set forth Series A Preferred Stock may be redeemed, at the option of the corporation in whole or part, at any time or from time to time at a redemption price of $1,000,000 per share, in each case plus accrued and unpaid dividends to the Indenture date of redemption. At the option of the corporation, shares of Series A Preferred Stock redeemed or in Section 10 hereofotherwise acquired may be restored to the status of authorized but unissued shares of Series Preferred Stock. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Noteany redemption, the Trust corporation shall elect give notice of such redemption to redeem this Note on the Interest Payment Date after holders of the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is Series A Preferred Stock to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, the following manner: a “Redemption Date”), in which case this Note must notice specifying the shares to be redeemed on such Redemption Date in whole or in part, as applicable, prior to and the Stated Maturity Date, in increments time and place of $1,000 at the applicable Redemption Price redemption (as defined below), together with unpaid interestand, if any, accrued thereon to, but excluding, less than the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note total outstanding shares are to be redeemed. Unless otherwise specified on , specifying the face hereof, the Initial Redemption Percentage certificate numbers and number of shares to be redeemed) shall be 100% and mailed by first class mail, addressed to the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount holders of this Note record of the Series A Preferred Stock to be redeemed at their respective addresses as the same shall be determined by multiplying (1) appear upon the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount books of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given corporation, not more than sixty (60) nor days and not less than thirty (30) calendar days prior previous to the proposed Redemption Datedate fixed for redemption. In the event of redemption of this Note in part only, a new Note for such notice is not given to any shareholder such failure to give notice shall not affect the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereofnotice given to other shareholders. If less than all the whole amount of this Note outstanding Series A Preferred Stock is to be redeemed, the Indenture Trustee will select shares to be redeemed shall be selected by lot oror pro rata in any manner determined by resolution of the Board of Directors to be fair and proper. From and after the date fixed in any such notice as the date of redemption (unless default shall be made by the corporation in providing moneys at the time and place of redemption for the payment of the redemption price) all dividends upon the Series A Preferred Stock so called for redemption shall cease to accrue, and all rights of the holders of said Series A Preferred Stock as stockholders in the corporation, except the right to receive the redemption price (without interest) upon surrender of the certificate representing the Series A Preferred Stock so called for redemption, duly endorsed for transfer, if required, shall cease and terminate. The corporation's obligation to provide moneys in accordance with the preceding sentence shall be deemed fulfilled if, on or before the redemption date, the corporation shall deposit with a bank or trust company (which may be an affiliate of the corporation) having an office in the Borough of Manhattan, City of New York, having a capital and surplus of at least $5,000,000 funds necessary for such redemption, in its discretion, on a pro rata basis, trust with irrevocable instructions that such funds be applied to the amount redemption of the shares of Series A Preferred Stock so called for redemption. Any interest accrued on such funds shall be paid to the corporation from time to time. Any funds so deposited and unclaimed at the end of each direct participant in two (2) years from such redemption date shall be released or repaid to the Trust corporation, after which the holders of such shares of Series A Preferred Stock so called for redemption shall look only to be redeemedthe corporation for payment of the redemption price.

Redemption. If no redemption right is set forth (a) Series A Preferred Shares Unless prohibited by Companies Law governing distributions to shareholders, Series A Preferred Shares shall be redeemed by the Company at a price equal to the Series A Original Issue Price per share, plus the amount which would accrue on the face hereof, this Note may not be redeemed prior Series A Original Issue Price at the annual rate of six percent (6%) from the date of the Series A Original Issue Date up to and including such date as the Stated Maturity Date, except as set forth in Series A Liquidation Amount is paid with respect to such Series A Preferred Share (the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial “Series A Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption DatePrice”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price thirty-six (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage 36) monthly instalments within three (as adjusted by the Annual Redemption Percentage Reduction, if applicable3) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given years commencing not more than sixty 90 days after receipt by the Company at any time on or after the fifth anniversary of the date of the Series A Original Issue Date from any holder of the Series A Preferred Shares of written notice requesting redemption of all Series A Preferred Shares (60the “Series A Redemption Request”) nor less than thirty held by such holder or on a payment schedule mutually agreed by the Company and such holder of the Series A Preferred Shares requesting redemption. Following receipt of the Series A Redemption Request, the Company shall within fifteen (3015) calendar business days prior give written notice (the “Series A Redemption Notice”) to each holder of record of a Series A Preferred Share and all other holders of Series A Preferred Shares shall have the right to participate in such redemption by sending a written notice (such notice shall be deemed as a Redemption Request as well) to the proposed Company within fifteen (15) business days after receipt of the Company’s notice. The date of each such instalment provided in the Redemption Notice shall be referred to as a “Series A Redemption Date”. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemedOn each Series A Redemption Date, the Indenture Trustee will select by lot or, in its discretionCompany shall redeem, on a pro rata basisbasis in accordance with the number of Series A Preferred Shares owned by each holder, that number of outstanding Series A Preferred Shares determined by dividing (i) the amount total number of Series A Preferred Shares outstanding immediately prior to such Series A Redemption Date by (ii) the interest number of each direct participant in remaining Series A Redemption Dates (including the Trust Series A Redemption Date to which such calculation applies). If on any Series A Redemption Date the Cayman Islands law governing distributions to shareholders prevents the Company from redeeming all Series A Preferred Shares to be redeemed, the Company shall ratably redeem the maximum number of shares that it may redeem consistent with such law.

Redemption. If no redemption right is set forth so specified on the face hereof, this Note may not be redeemed prior to at the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case option of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed NIB in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such the Optional Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise Dates specified on the face hereof, in the Initial Redemption Percentage case of Book-Entry Notes, by facsimile transmission to DTC in accordance with agreed upon procedures and, in the case of Certificated Notes, upon the mailing by the Fiscal Agent by first-class mail, postage prepaid, or via facsimile transmission to such number as the Fiscal Agent shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount have furnished to NIB, of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount a notice of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given such redemption not less than 30 nor more than sixty (60) nor less than thirty (30) calendar 60 days prior to the proposed date fixed for redemption, unless otherwise provided in the relevant Pricing Supplement, to the Holder hereof at its last registered address appearing in the Note Register, at the applicable Redemption DatePrice specified on the face hereof, together in each case with accrued interest, if any, to the date fixed for redemption. In Any Note called for redemption shall become due and payable on the event date specified in such notice (herein called the “redemption date”), and upon presentation and surrender of such Note at the place or places specified in such notice, such Note shall be paid at the Redemption Price together with accrued interest, if any, to the redemption date. From and after the redemption date (unless NIB shall default in the payment of the Redemption Price and accrued interest), if money for the redemption of this Note shall have been made available as provided herein, this Note shall cease to bear interest and the only right of the Holder hereof shall be to receive payment respectively of the Redemption Price and all unpaid interest accrued to the redemption date, as provided above. If any such Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal thereof shall, until paid, bear interest from the date of redemption at the rate borne by such Note. Any Note which is to be redeemed only in part onlyshall be surrendered to the Fiscal Agent, and the Fiscal Agent shall complete, authenticate and deliver to the Holder of such Note, without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, having identical terms and conditions, in an aggregate principal amount equal to and in exchange for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedso surrendered.

Redemption. If no redemption The Operating Partnership shall not have the right is set forth on the face hereof, this Note may not be redeemed to redeem any Notes prior to the Stated Maturity DateOctober 20, 2011, except to preserve the Company’s status as set forth in the Indenture or in Section 10 hereofa real estate investment trust for U.S. federal income tax purposes. In the case of a Note that is not a Discount NoteIf, if a redemption right is set forth on the face of this Noteat any time, the Trust shall elect Operating Partnership determines it is necessary to redeem this Note on the Interest Payment Date after Notes in order to preserve the Initial Redemption Date set forth on Company’s status as a real estate investment trust for U.S. federal income tax purposes, the face hereof on which Operating Partnership may, upon not less than 30 nor more than 60 days’ prior written notice by mail to the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (eachHolders of the Notes, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date redeem the Notes in whole or in part, as applicablefor cash equal to 100% of the principal amount of the Notes to be redeemed plus unpaid interest (including Additional Interest, prior if any) accrued thereon to the Stated Maturity Redemption Date. In such case, the Operating Partnership shall provide the Trustee with an Officers’ Certificate evidencing that the Board of Trustees of the Company has, in increments good faith, made the determination that it is necessary to redeem the Notes in order to preserve the Company’s status as a real estate investment trust for U.S. federal income tax purposes. The Operating Partnership shall have the right to redeem the Notes, in whole or in part at any time or from time to time, on or after October 20, 2011 upon not less than 30 nor more than 60 days’ prior written notice by mail to the Holders of the Notes, at a redemption price (“Redemption Price”) for cash equal to 100% of the principal amount of the Notes to be redeemed plus unpaid interest (and Additional Interest, if any) accrued thereon to the Redemption Date. If less than all the Notes are to be redeemed, the Trustee shall select the Notes to be redeemed (in principal amounts of $1,000 and integral multiples thereof) on a pro rata basis or by such other method the Trustee considers fair and appropriate. The Trustee shall make the selection at least 30 days but not more than 60 days before the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, Date from Outstanding Notes not previously called for redemption. Notes and portions of the applicable Redemption Dateprincipal amount thereof selected for redemption shall be in integral multiples of $1,000. “Redemption Price” The Trustee shall mean an notify the Operating Partnership promptly of the Notes or portions of the principal amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note thereof to be redeemed. Unless otherwise specified on If the face hereofTrustee selects a portion of a Note for partial redemption and a Holder exchanges a portion of the same Note in accordance with the provisions of Section 2.11 hereof before termination of the exchange right with respect to the portion of the Note so selected, the Initial Redemption Percentage exchanged portion of such Note shall be 100% and deemed to be from the Annual Redemption Percentage Reduction shall be 0%portion selected for redemption. The unpaid Principal Amount Notes that have been exchanged pursuant to Section 2.11 hereof during a selection of this Note Notes to be redeemed shall be determined treated by multiplying (1) the Trustee as Outstanding Principal Amount for the purpose of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Datesuch selection. In the event of any redemption in part, the Operating Partnership shall not be required to: (i) issue or register the transfer or exchange of this any Note pursuant to Section 305 of the Indenture during a period beginning at the opening of business 15 days before any selection of Notes for redemption and ending at the close of business on the earliest date on which the relevant notice of redemption is deemed to have been given to all Holders of Notes to be so redeemed, or (ii) register the transfer or exchange pursuant to Section 305 of the Indenture of any Note so selected for redemption, in part onlywhole or in part, a new Note for except the unredeemed portion hereof shall be issued of any Note being redeemed in the name part. In addition to those matters set forth in Section 1104 of the Holder hereof upon Indenture, a notice of redemption sent to the surrender hereof. If less than all Holders of this Note is redeemed, Notes to be redeemed in accordance with the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount provisions of the interest of each direct participant in the Trust to be redeemed.two preceding paragraphs shall state:

Redemption. If no redemption right is set forth The Company may, at any time or from time to time, on the face hereofor after December 15, 2021, redeem this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Subordinated Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicablewithout premium or penalty, prior to the Stated Maturity Date, but in increments all cases in a minimum denomination of $1,000 and with integral multiples of $1,000 in excess thereof. In addition, the Company may, at its option, redeem all or a portion of the Subordinated Notes, at any time upon the occurrence of a Tier 2 Capital Event, Tax Event or an Investment Company Event. Any redemption with respect to this Subordinated Note will be subject to any required regulatory approvals. This Subordinated Note is not subject to redemption at the applicable option of the Holder. The Redemption Price (as defined below)with respect to any redemption permitted under this Indenture will be equal to 100% of the principal amount of this Subordinated Note, together with or portion thereof, to be redeemed, plus accrued but unpaid interestinterest and Additional Interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal If all or any portion of the Subordinated Notes ceases to be deemed to be Tier 2 Capital, other than due to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified limitation imposed on the face capital treatment of subordinated debt during the five (5) years immediately preceding the Maturity Date of the Subordinated Notes, the Company will as promptly as reasonably practicable notify the Trustee and the Holders thereof, and thereafter, subject to the terms hereof, the Initial Company and the Holders will work together in good faith, and the Company shall request the Trustee and the Holders to execute and deliver all agreements as reasonably necessary, in order to restructure the applicable portions of the obligations evidenced by the Subordinated Notes to qualify as Tier 2 Capital; provided, however, that nothing contained in this Section shall limit the Company’s right to redeem the Subordinated Notes upon the occurrence of a Tier 2 Capital Event pursuant to Section 10.01(3) of the Indenture. If notice of redemption has been duly given and notwithstanding that any Subordinated Notes so called for redemption have not been surrendered for cancellation, on and after the Redemption Percentage Date interest shall cease to accrue on all Subordinated Notes so called for redemption, all Subordinated Notes so called for redemption shall no longer be deemed outstanding and all rights with respect to such Subordinated Notes shall forthwith on such Redemption Date cease and terminate (unless the Company shall default in the payment of the Redemption Price), except only the right of the Holders thereof to receive the amount payable on such redemption, without interest. Any redemption of the Subordinated Notes or notice of redemption may, at the Company’s discretion, be subject to one or more conditions precedent. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be 100% satisfied (or waived by the Company in its sole discretion), or such redemption may not occur and such notice may be rescinded in the Annual Redemption Percentage Reduction event that any or all such conditions shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined not have been satisfied by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In , or by the event Redemption Date so delayed and such redemption provisions may be adjusted to comply with the requirements of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedany depositary.

Redemption. If no redemption right is set forth on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in this Note, in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal ING USA Annuity and Life Insurance Company (“Principal LifeING USA”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life ING USA by (B) the outstanding principal amount of the Funding Agreement. The Initial Redemption Percentage, if any, applicable to this Note shall decline at each anniversary of the Initial Redemption Date by an amount equal to the applicable Annual Redemption Percentage Reduction, if any, until the Redemption Price is equal to 100% of the unpaid amount thereof to be redeemed. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemed.

Redemption. If no redemption right a)Optional Redemption at Election of Company. Provided that the Company has satisfied all of the Equity Conditions and subject to the provisions of this Section 6(a), at any time after the Effective Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice”, accompanied by proof of funds and a statement that any extant Event of Default shall be cured by the applicable Optional Redemption, and the date such notice is set forth on deemed delivered hereunder, the face hereof, “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal or interest amount of this Note may not be redeemed prior to the Stated Maturity Date, except as set forth for cash in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Optional Redemption Percentage Amount as provided on Schedule 6(a) hereto (as adjusted by the Annual “Optional Redemption Percentage Reduction, if applicableAmount”) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof20th Trading Day following the Optional Redemption Notice Date (such date, the Initial “Optional Redemption Percentage shall be 100% Date”, such 20-Trading Day period, the “Optional Redemption Period” and such redemption, the Annual Redemption Percentage Reduction shall be 0%“Optional Redemption”). The unpaid Principal Optional Redemption Amount of this Note to be redeemed shall be as determined by multiplying (1) in accordance with Schedule 6(a), is payable in full on the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Optional Redemption Date. In The Company may only effect an Optional Redemption if each of the event Equity Conditions shall have been met, the Company has provided the Holder with proof of funds to defease the principal, interest, and any redemption premium due pursuant to the applicable Optional Redemption, and there is an effective registration statement covering the Conversion Shares on each Trading Day during the period commencing on the Optional Redemption Notice Date through to the Optional Redemption Date and through and including the date payment of this Note the Optional Redemption Amount is actually made in part onlyfull. If any of the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect to nullify the Optional Redemption Notice by notice to the Company within 3 Trading Days after the first day on which any such Equity Condition has not been met (provided that if, by a new Note for provision of the unredeemed portion hereof Transaction Documents, the Company is obligated to notify the Holder of the non-existence of an Equity Condition, such notice period shall be issued extended to the third Trading Day after proper notice from the Company) in which case the name Optional Redemption Notice shall be null and void, ab initio. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Holder hereof upon Optional Redemption Notice through the surrender hereofdate all amounts owing thereon are due and paid in full. If less than The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount holders of the interest then outstanding Notes based on their (or their predecessor’s) initial purchases of each direct participant in Notes pursuant to the Trust to be redeemedPurchase Agreement.

Redemption. If no redemption right is set forth You can redeem Extra Points for rewards ("Rewards") in the reward store available on the face hereofSite. To redeem Extra Points, this Note may not you will need to have earned a minimum number of Extra Points. The Site will include information on how many Extra Points are needed to redeem a Reward, instructions on how to redeem Extra Points for the Reward, as well as any applicable terms and conditions regarding the use of the Reward. Extra Points can be redeemed prior only while supplies last and only during any applicable redemption term. Extra Points redemptions are final. Extra reserves the right to modify the Stated Maturity Dateavailable Rewards and their corresponding Extra Points redemption prices and requirements and any corresponding terms and conditions at any time for any reason in Extra’s sole discretion. You are solely responsible for the payment of all taxes which may result from your redemption of Extra Points for Rewards. Rewards carry no warranty other than that offered by the manufacturer or service provider. WE DO NOT MAKE ANY WARRANTY, except as set forth in the Indenture or in Section 10 hereofREPRESENTATION, OR GUARANTEE, EXPRESS OR IMPLIED, IN FACT OR IN LAW, RELATIVE TO ANY REWARD, INCLUDING BUT NOT LIMITED TO ITS QUALITY, MECHANICAL CONDITIONS, OR FITNESS FOR A PARTICULAR PURPOSE. In the case of a Note that is not a Discount NoteYOU AGREE TO LOOK SOLELY TO THE MANUFACTURER OR SERVICE PROVIDER FOR ANY SUCH WARRANTY, if a redemption right is set forth on the face of this NoteREPRESENTATION, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company OR GUARANTEE. YOU HEREBY RELEASE EXTRA, ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, BUSINESS PARTNERS, AND LICENSORS (COLLECTIVELY, THE “Principal LifeEXTRA PARTIES”) (eachFROM ANY DAMAGES ARISING IN CONNECTION WITH ANY AND ALL REWARDS. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, a “Redemption Date”)SOME OR ALL OF THE FOREGOING DISCLAIMERS, in which case this Note must be redeemed on such Redemption Date in whole or in partEXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedAND YOU MIGHT HAVE ADDITIONAL RIGHTS.

Redemption. If no redemption right is set forth on the face hereofIf, this Note may not be redeemed at any time prior to the Stated Maturity DateNovember 20, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note2015, the Trust shall elect Company determines it is necessary to redeem this Note on the Interest Payment Date after Notes in order to preserve the Initial Redemption Date set forth on Company’s status as a real estate investment trust, the face hereof on which Company shall have the Funding Agreement is right, upon not less than 30 nor more than 60 days’ prior written notice by mail to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (eachthe Holders of the Notes, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date redeem the Notes in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount for cash equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and of the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement Notes to be redeemed by Principal Life by plus unpaid interest accrued thereon to but excluding the Redemption Date (B) such amount, the outstanding principal amount “Redemption Price”). In such case, the Company shall provide the Trustee with an Officers’ Certificate evidencing that the Board of Directors of the Funding AgreementCompany has, in good faith, made the determination that it is necessary to redeem the Notes in order to preserve the Company’s status as a real estate investment trust. Notice must The Notes shall not otherwise be given redeemable prior to November 20, 2015. At any time and from time to time on or after November 20, 2015, the Company may, upon not less than 30 nor more than sixty (60) nor less than thirty (30) calendar days 60 days’ prior written notice by mail to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name Holders of the Holder hereof upon Notes, redeem the surrender hereofNotes in whole or in part, for cash equal to the Redemption Price. If less than all of this Note is the Notes are to be redeemed, the Indenture Trustee will shall select by lot or, the Notes to be redeemed (in its discretion, principal amounts of $1,000 and integral multiples thereof) on a pro rata basis, by lot or by such other method the amount Trustee considers fair and appropriate, subject, with respect to Notes that are in global form, to the rules and procedures of the interest Depositary. The Trustee shall make the selection at least 30 days but not more than 60 days before the Redemption Date from Outstanding Notes not previously called for redemption. Notes and portions of each direct participant the principal amount thereof selected for redemption shall be in integral multiples of $1,000. The Trustee shall notify the Trust Company promptly of the Notes or portions of the principal amount thereof to be redeemed.. If the Trustee selects a portion of a Note for partial redemption and a Holder converts a portion of the same Note in accordance with the provisions of Section 2.11 hereof before termination of the conversion right with respect to the portion of the Note so selected, the converted portion of such Note shall be deemed to be from the portion selected for redemption. Notes that have been converted during a selection of Notes to be redeemed shall be treated by the Trustee as Outstanding for the purpose of such selection. In addition to those matters set forth in Section 1104 of the Indenture, a notice of redemption sent to the Holders of Notes to be redeemed in accordance with the provisions of the two preceding paragraphs shall state:

Redemption. If no redemption right is set forth on The Bonds shall be redeemable at the face hereof, this Note may not be redeemed prior to option of the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed Company in whole or in part at any time and from time to time, prior to maturity, upon notice to the Holders of such Bonds at his, her or its address last appearing in the Bond Register by Principal Life Insurance Company first class mail, mailed not less than 30 days but not more than 60 days prior to the date on which such Bonds are fixed to be redeemed (“Principal Life”) (eachsuch date fixed for redemption, a the “Redemption Date”), in cash at a redemption price (the “Redemption Price”) equal to (i) the sum of: (A) one hundred per centum (100%) of the principal amount of Bonds to be redeemed then Outstanding, and (B) if the Redemption Date is earlier than August 6, 2047, the Make-Whole Amount, if any; plus (ii) accrued and unpaid interest to the Redemption Date. Any notice of intention to redeem need not specify the Redemption Price but shall be sufficient if it sets forth in brief terms the manner in which case this Note must the Redemption Price is to be calculated. Each such notice shall specify the Redemption Date (which shall be a Business Day), the aggregate principal amount of the Bonds to be redeemed on such date, the principal amount of each Bond held by such Holder to be redeemed, and the interest to be paid on the Redemption Date in whole or in partwith respect to such principal amount being redeemed, and shall be accompanied by a certificate of an officer of the Company as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interestestimated Make-Whole Amount, if any, accrued thereon to, but excluding, due in connection with such redemption (calculated as if the applicable date of such notice were the Redemption Date), setting forth the details of such computation. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days Two Business Days prior to the proposed Redemption Date. In , the event Company shall deliver to each Holder of redemption such Bonds a certificate of this Note in part onlyan officer specifying the calculation of such Make-Whole Amount, a new Note for the unredeemed portion hereof shall be issued in the name if any, as of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedspecified Redemption Date.

Redemption. If no redemption right is set forth The Company may, at any time or from time to time on the face hereofor after October 15, 2025, redeem this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Subordinated Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicablewithout premium or penalty, prior to the Stated Maturity Date, but in increments all cases in a principal amount with integral multiples of $1,000 1,000. In addition, the Company may redeem all, but not a portion of the Subordinated Notes, at any time upon the occurrence of a Tier 2 Capital Event, Tax Event or an Investment Company Event. Any redemption with respect to this Subordinated Note will be subject to any required regulatory approvals. This Subordinated Note is not subject to redemption at the applicable option of the Holder. The Redemption Price (as defined below)with respect to any redemption permitted under this Indenture will be equal to 100% of the principal amount of this Subordinated Note, together with or portion thereof, to be redeemed, plus accrued but unpaid interestinterest and Additional Interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal If all or any portion of the Subordinated Notes ceases to be deemed to be Tier 2 Capital, other than due to the Initial Redemption Percentage limitation imposed on the capital treatment of subordinated debt during the five (5) years immediately preceding the Maturity Date of the Subordinated Notes, Company will immediately notify the Trustee and the Holders, and thereafter Company shall request, subject to the terms hereof, that the Trustee and the Holders execute and deliver all agreements as adjusted reasonably necessary in order to restructure the applicable portions of the obligations evidenced by the Annual Redemption Percentage ReductionSubordinated Notes to qualify as Tier 2 Capital; provided, if applicable) multiplied by however, that the unpaid Principal Amount foregoing shall not limit the Company’s right to redeem the Subordinated Notes upon the occurrence of this Note to be redeemeda Tier 2 Capital Event. Unless otherwise specified on If less than the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the then outstanding principal amount of this Subordinated Note is redeemed, (i) a new note shall be issued representing the Funding Agreement unredeemed portion without charge to the Holder thereof and (ii) such redemption shall be redeemed effected on a pro rata basis as to the Holder, and if the Subordinated Notes are represented by Principal Life Global Subordinated Notes held by (B) the outstanding principal amount Depositary and such redemption is processed through the Depositary, such redemption will be made on a “Pro Rata Pass-Through Distribution of Principal” basis in accordance with the procedures of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption DateDepositary. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basisredemption as provided in the preceding sentence is not permitted under applicable law or applicable requirements of the Depositary, the amount of the interest of each direct participant in the Trust Subordinated Notes to be redeemedredeemed will be selected by lot or such method as the Trustee will deem fair and appropriate.

Redemption. If no redemption right is set forth on The Securities shall be redeemable, at the face hereofoption of the Company, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicableat any time, on at least 10 days but not more than 60 days’ prior notice sent to the registered address of each holder of Securities to be so redeemed. If the Securities are redeemed at any time prior to the Stated Maturity Par Call Date, in increments of $1,000 the Securities will be redeemed at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount a redemption price equal to the Initial Redemption Percentage greater of (as adjusted by the Annual Redemption Percentage Reduction, if applicablei) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and of the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement Securities to be so redeemed by Principal Life by and (Bii) the outstanding sum of the present values of the remaining scheduled payments of principal and interest on such Securities that would have been made if the Securities matured on the Par Call Date (exclusive of interest accrued to the redemption date) discounted to the redemption date, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the Treasury Rate (as defined herein) plus 50 basis points, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to such redemption date. If the Securities are redeemed on or after the Par Call Date, the Securities will be redeemed at a redemption price equal to 100% of the principal amount of the Funding Agreement. Notice must Securities to be given not more than sixty (60) nor less than thirty (30) calendar days prior redeemed, plus accrued and unpaid interest thereon to the proposed Redemption Dateredemption date. In either case, the event redemption is subject to the right of redemption holders of this Note in part only, a new Note for record on the unredeemed portion hereof shall be issued in relevant record date to receive interest due on an Interest Payment Date that is on or before the name date of the Holder hereof upon the surrender hereofredemption. If less fewer than all of this Note is redeemedthe Securities are to be redeemed at any time, selection of Securities for redemption will be made by the Indenture Trustee will select by lot in such manner as the trustee deems appropriate and fair (or, in its discretionthe case of Securities issued in global form, on a pro rata basisby such other method as the DTC may require); provided, however, that the Securities will be redeemed only in the minimum denominations of $2,000 and integral multiples thereof of $1,000. For purposes of determining the redemption price, the amount of the interest of each direct participant in the Trust to be redeemed.following definitions shall apply:

Redemption. If no redemption right is set forth The Company may, at any time or from time to time on the face hereofor after October 15, 2025, redeem this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Subordinated Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicablewithout premium or penalty, prior to the Stated Maturity Date, but in increments all cases in a principal amount with integral multiples of $1,000 1,000. In addition, the Company may redeem all, but not a portion of the Subordinated Notes, at any time upon the occurrence of a Tier 2 Capital Event, Tax Event or an Investment Company Event. Any redemption with respect to this Subordinated Note will be subject to any required regulatory approvals. This Subordinated Note is not subject to redemption at the applicable option of the Holder. The Redemption Price (as defined below)with respect to any redemption permitted under this Indenture will be equal to 100% of the principal amount of this Subordinated Note, together with or portion thereof, to be redeemed, plus accrued but unpaid interestinterest and Additional Interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal If all or any portion of the Subordinated Notes ceases to be deemed to be Tier 2 Capital, other than due to the Initial Redemption Percentage limitation imposed on the capital treatment of subordinated debt during the five (5) years immediately preceding the Maturity Date of the Subordinated Notes, Company will immediately notify the Trustee and the Holders, and thereafter Company shall request, subject to the terms hereof, that the Trustee and the Holders execute and deliver all agreements as adjusted reasonably necessary in order to restructure the applicable portions of the obligations evidenced by the Annual Redemption Percentage ReductionSubordinated Notes to qualify as Tier 2 Capital; provided, if applicable) multiplied by however, that the unpaid Principal Amount foregoing shall not limit the Company’s right to redeem the Subordinated Notes upon the occurrence of this Note to be redeemeda Tier 2 Capital Event. Unless otherwise specified on If less than the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the then outstanding principal amount of this Subordinated Note is redeemed, (i) a new note shall be issued representing the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior unredeemed portion without charge to the proposed Redemption DateHolder thereof and (ii) such redemption shall be effected on a pro rata basis as to the Holder, and if the Subordinated Notes are represented by Global Subordinated Notes held by DTC and such redemption is processed through DTC, such redemption will be made on a “Pro Rata Pass-Through Distribution of Principal” basis in accordance with the procedures of DTC. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basisredemption as provided in the preceding sentence is not permitted under applicable law or applicable requirements of DTC, the amount of the interest of each direct participant in the Trust Subordinated Notes to be redeemedredeemed will be selected by lot or such method as the Trustee will deem fair and appropriate.

Redemption. If no redemption right is set forth on (a) The provisions of Article 11 of the face hereof, this Note may not be redeemed prior Original Indenture will apply to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereofDesignated Securities. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect The “Redemption Price” means: (A) with respect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is any Designated Securities to be redeemed in whole or in part by Principal Life Insurance Company other than pursuant to Section 11.8 of the Original Indenture, an amount equal to the greater of: (“Principal Life”x) (each, a “Redemption Date”), in which case this Note must 100% of the principal amount of such Designated Securities to be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with plus accrued and unpaid interest, if any, accrued interest thereon to, but excluding, the applicable Redemption Date (as defined below) of such Designated Securities and (y) as determined by the Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal thereof and interest thereon (exclusive of interest accrued thereon to the Redemption Date. “) discounted to the Redemption Price” shall mean Date of the Designated Securities being redeemed on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points for the Designated Securities being redeemed, plus accrued and unpaid interest on the principal amount of such Designated Securities (or any portion thereof) being redeemed to, but excluding, the Redemption Date of the Designated Securities (or any portion thereof) being redeemed; and (B) with respect to any Designated Securities to be redeemed pursuant to Section 11.8 of the Original Indenture or Section 2.12(b) of this Supplemental Indenture, an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reductiontheir principal amount, together with accrued and unpaid interest, if applicable) multiplied by any, thereon to but excluding the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%Date. The unpaid Principal Amount “Redemption Date” of this Note any Designated Securities to be redeemed shall will be determined any Fixed Rate Business Day fixed by multiplying (1) the Outstanding Principal Amount Issuer for redemption of this Note such Designated Securities and specified in the applicable notice of redemption provided by (2) the quotient derived by dividing (A) Issuer to the outstanding principal amount Trustee pursuant to Section 11.2 of the Funding Agreement Original Indenture; provided, however, that the Redemption Date of any Designated Securities to be redeemed by Principal Life by (Bpursuant to Section 11.8(a) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof Original Indenture shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedan Interest Payment Date.

Redemption. If no redemption right is set forth on the face hereof, this Note This Warrant may not be redeemed at the option of the Company at a redemption price of $0.001 (subject to adjustment in good faith by the Company’s Board of Directors in the event of stock splits or other events described in Section 12 or 13 above) (the “Redemption Price”), per Warrant Share at any time after the Initial Exercise Date provided that (i) the average Closing Price shall have been greater than or equal to $ (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar events with respect to the Common Stock that occur after the date of the Purchase Agreement) for any fifteen (15) consecutive trading days (a “Triggering Event”) during a period ending within two (2) business days prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Redemption Notice Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together (ii) during the period from the Redemption Notice Date to the Redemption Date the Company shall have honored in accordance with unpaid interestthe terms of this Warrant all Notices of Exercise delivered by the Redemption Date, (iii) during the period from the Redemption Notice Date to the Redemption Date the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares, and (iv) during the period from the Redemption Notice Date to the Redemption Date the Common Stock shall be listed or quoted for trading on the Trading Market.; provided, further, that at any time after the Redemption Notice Date (as defined below) and prior to the Redemption Date (as defined below) the Holder may exercise this Warrant after the Initial Exercise Date; and provided, further, that if anythe Redemption Notice Date is prior to the Initial Exercise Date, accrued thereon tothen solely with respect to the redemption that is the subject of such Redemption Notice, but excludingthe Redemption Date for such redemption shall be the thirtieth (30th) day after the Initial Exercise Date and such redemption shall occur only if the following conditions are satisfied (and in the event they are not satisfied on or before such Redemption Date, the applicable Redemption Date. “Redemption Price” Notice shall mean an amount be deemed rescinded): (i) the average Closing Price shall have been greater than or equal to $ (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar events with respect to the Common Stock that occur after the date of the Purchase Agreement) for the fifteen (15) consecutive trading days during the period ending on the Initial Exercise Date, (ii) during the period from the Initial Exercise Date to the Redemption Percentage (as adjusted Date the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by the Annual Redemption Percentage ReductionDate, if applicable(iii) multiplied during the period from the Initial Exercise Date to the Redemption Date the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the unpaid Principal Amount Holder for the resale of this Note all such Warrant Shares, and (iv) during the period from the Redemption Notice Date to the Redemption Date the Common Stock shall be redeemed. Unless otherwise specified listed or quoted for trading on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%Trading Market. The unpaid Principal Amount Company shall provide written notice of this Note redemption which shall specify the Redemption Date (the “Notice of Redemption”) to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by Holder not later than two (2) business days after a Triggering Event. On or after the quotient derived by dividing date fixed for redemption (Athe “Redemption Date”) the outstanding principal amount of the Funding Agreement to which shall be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor no less than thirty (30) calendar days prior after the date that the Notice of Redemption is sent to the proposed Holder (the “Redemption Notice Date. In ”), the event of redemption Holder shall have no rights with respect to this Warrant except to receive the Redemption Price upon surrender of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedWarrant Certificate.

Redemption. If The Partnership shall have no redemption right is set forth on obligation to redeem, purchase or repay the face hereofNotes pursuant to any mandatory redemption, this Note may not be redeemed prior to sinking fund or analogous provisions or at the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case option of a Note that is not a Discount NoteHolder thereof. The 2014 Notes are redeemable, if a redemption right is set forth on at the face option of this Notethe Partnership, the Trust shall elect at any time in whole, or from time to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or time in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable a Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage greater of: (as adjusted by the Annual Redemption Percentage Reduction, if applicablei) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and of the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement 2014 Notes to be redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on the date of calculation of the Redemption Price) on the 2014 Notes to be redeemed by Principal Life by that would be due after the related Redemption Date but for such redemption (Bexclusive of interest accrued to the Redemption Date) discounted to the outstanding Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus 50 basis points; plus, in either case, accrued interest to the Redemption Date. The 2019 Notes are redeemable, at the option of the Partnership, at any time in whole, or from time to time in part, at a Redemption Price equal to the greater of: (i) 100% of the principal amount of the Funding Agreement. Notice must 2019 Notes to be given not more than sixty redeemed; or (60ii) nor less than thirty the sum of the present values of the remaining scheduled payments of principal and interest (30at the rate in effect on the date of calculation of the Redemption Price) calendar days prior on the 2019 Notes to be redeemed that would be due after the related Redemption Date but for such redemption (exclusive of interest accrued to the proposed Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus 50 basis points; plus, in either case, accrued interest to the Redemption Date. In the event of redemption of this Note in part onlyThe actual Redemption Price, a new Note for the unredeemed portion hereof calculated as provided above, shall be issued in calculated and certified to the name of Trustee and the Holder hereof upon Partnership by the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedIndependent Investment Banker.

Redemption. If no redemption right is set forth on (a) The provisions of Article 11 of the face hereof, this Note may not be redeemed prior Original Indenture will apply to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereofDesignated Securities. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect The “Redemption Price” means: (A) with respect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is any Designated Securities to be redeemed in whole or in part by Principal Life Insurance Company other than pursuant to Section 11.8 of the Original Indenture, an amount equal to the greater of: (“Principal Life”x) (each, a “Redemption Date”), in which case this Note must 100% of the principal amount of such Designated Securities to be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with plus accrued and unpaid interest, if any, accrued interest thereon to, but excluding, the applicable Redemption Date (as defined below) of such Designated Securities and (y) as determined by the Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal thereof and interest thereon (exclusive of interest accrued thereon to the Redemption Date. “) discounted to the Redemption Price” shall mean Date of the Designated Securities being redeemed on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points for the Designated Securities being redeemed, plus accrued and unpaid interest on the principal amount of such Designated Securities (or any portion thereof) being redeemed to, but excluding, the Redemption Date of the Designated Securities (or any portion thereof) being redeemed; and (B) with respect to any Designated Securities to be redeemed pursuant to Section 11.8 of the Original Indenture or Section 2.12 (b) of this Supplemental Indenture, an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reductiontheir principal amount, together with accrued and unpaid interest, if applicable) multiplied by any, thereon to but excluding the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%Date. The unpaid Principal Amount “Redemption Date” of this Note any Designated Securities to be redeemed shall will be determined any Fixed Rate Business Day fixed by multiplying (1) the Outstanding Principal Amount Issuer for redemption of this Note such Designated Securities and specified in the applicable notice of redemption provided by (2) the quotient derived by dividing (A) Issuer to the outstanding principal amount Trustee pursuant to Section 11.2 of the Funding Agreement Original Indenture; provided, however, that the Redemption Date of any Designated Securities to be redeemed by Principal Life by (Bpursuant to Section 11.8(a) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof Original Indenture shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedan Interest Payment Date.

Redemption. If no redemption right is set forth You can redeem Extra Tokens for giveaways, games and other experiences in the Experiences section available on the face hereofSite or mobile app. To redeem Extra Tokens you will need to have earned a minimum number of Extra Tokens to redeem them for each giveaway, this Note may not game or experience. The website and mobile application will include information on how many Extra Tokens are needed to redeem for each experience, as well as any applicable terms and conditions for the applicable experience. Extra Tokens can be redeemed prior during any applicable redemption term. Extra Token redemptions are final. Extra reserves the right to modify the Stated Maturity Dateavailable Experiences and their corresponding Extra Token redemption prices and requirements along with any corresponding terms and conditions at any time for any reason in Extra’s sole discretion. You are solely responsible for the payment of all taxes which may result from your redemption of Extra Token for Experiences. SUBJECT TO APPLICABLE LAW, except as set forth in the Indenture or in Section 10 hereofWE DO NOT MAKE ANY WARRANTY, REPRESENTATION, OR GUARANTEE, EXPRESS OR IMPLIED, IN FACT OR IN LAW, RELATIVE TO ANY GIVEAWAY, GAME OR EXPERIENCE, INCLUDING BUT NOT LIMITED TO ITS QUALITY, MECHANICAL CONDITIONS, OR FITNESS FOR A PARTICULAR PURPOSE. In the case of a Note that is not a Discount NoteYOU AGREE TO LOOK SOLELY TO THE MANUFACTURER OR SERVICE PROVIDER FOR ANY SUCH WARRANTY, if a redemption right is set forth on the face of this NoteREPRESENTATION, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company OR GUARANTEE. YOU HEREBY RELEASE EXTRA, ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, BUSINESS PARTNERS, AND LICENSORS (COLLECTIVELY, THE “Principal LifeEXTRA PARTIES”) (eachFROM ANY DAMAGES ARISING IN CONNECTION WITH ANY AND ALL USE OF EXTRA TOKENS. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, a “Redemption Date”)SOME OR ALL OF THE FOREGOING DISCLAIMERS, in which case this Note must be redeemed on such Redemption Date in whole or in partEXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedAND YOU MIGHT HAVE ADDITIONAL RIGHTS.

Redemption. If no redemption right is set forth on the face hereof, this Note may not be redeemed prior Prior to the Stated Maturity Date, except as set forth up to five percent (5%) of the Outstanding Principal Balance of the Bond shall be redeemable once every three (3) months at any time up to but not including the date of prepayment. Unredeemed amounts do not accumulate. By way of example, if Payee redeems 3% of the Outstanding Principal Balance in a given 3 month period, then the Payee will be deemed to have forfeited the right to redeem the remaining 2% at the start of the next 3 month period, and will not be able to redeem 7% of the Outstanding Principal Balance of the Bond in the Indenture or in Section 10 hereof. next 3 month period (i.e. Payee will still be limited to a 5% maximum redemption per 3 month period.) In order to redeem any portion of the case of a Note that is not a Discount Note, if a redemption right is set forth on the face Outstanding Principal Balance of this NoteBond, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) Payee must deliver written notice (each, a “Redemption DateNotice”) to the Maker setting forth the portion of the Outstanding Principal Balance the Payee desires to redeem (the “Redemption Amount”), in which case this Note must be redeemed on such . Upon receipt of the Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excludingNotice, the applicable Redemption Date. “Redemption Price” Maker shall mean an amount have fourteen (14) calendar days to issue funds (via check, wire, ACH, or other viable method) equal to the Initial Redemption Percentage (as adjusted Amount to the Payee, upon receipt of which that portion of the Bond set forth in the Redemption Notice will be redeemed by the Annual Redemption Percentage ReductionPayee, if applicable) multiplied by and will no longer be a valid outstanding obligation of the unpaid Principal Amount of this Note Maker. Notwithstanding anything to be redeemed. Unless otherwise specified on the face contrary set forth herein, upon a redemption in accordance with the terms hereof, the Initial Redemption Percentage Payee shall not be 100% required to physically surrender this Bond to the Maker. The Maker shall maintain records showing the amounts redeemed, and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount corresponding dates of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Datesuch events. In the event of redemption any dispute or discrepancy, such records of this Note in part onlythe Maker shall, a new Note for the unredeemed portion hereof shall prima facie, be issued controlling and determinative in the name absence of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedmanifest error.

Redemption. If no redemption Notwithstanding anything to the contrary in the Indenture, the Company shall not have the right is set forth on the face hereof, this Note may not be redeemed to redeem any Notes prior to the Stated Maturity Redemption Trigger Date. The Company shall have the right, except as set forth in at the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount NoteCompany’s option, if a redemption right is set forth on the face of this Noteat any time, the Trust shall elect and from time to time, to redeem this Note all or any part of the Component Notes, on any date (the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed ) on or after the Redemption Trigger Date (such Redemption Date to be selected by the Company), at a price payable in whole or in part, as applicable, prior cash equal to the Stated Maturity Note Redemption Price. Notwithstanding anything to the contrary in the Indenture, if a Redemption Date is after the Regular Record Date for a payment of interest on such Component Note and on or before the next Interest Payment Date of such Component Note, then such payment of interest shall, notwithstanding such redemption, be made, on such Interest Payment Date, to the Holder of such Component Note as of the close of business on such Regular Record Date. Each redemption pursuant to this Section 2.9 shall be subject to Article III of the Base Indenture, except that, for purposes of the Notes, Sections 3.03(a), 3.04, 3.05 and 3.06 of the Base Indenture shall not apply. Notwithstanding Section 3.02 of the Base Indenture, the notice of the foregoing redemption need not set forth the Note Redemption Price but only the manner of calculation thereof. The Company shall notify the Trustee of the Note Redemption Price promptly after the determination thereof and the Trustee shall have no responsibility for any such determination. If the giving of notice of redemption shall have been completed as above provided, the Securities or portions of Securities of the series to be redeemed specified in increments of $1,000 such notice shall become due and payable on the date and at the place stated in such notice at the applicable Redemption Price (as defined below)redemption price, together and interest on such Securities or portions of Securities shall cease to accrue on and after the date fixed for redemption, unless the Company shall default in the payment of such redemption price with unpaid interestrespect to any such Security or portion thereof. On presentation and surrender of such Securities on or after the date fixed for redemption at the place of payment specified in the notice, if any, accrued thereon to, but excludingsaid Securities shall be paid and redeemed at the applicable redemption price for such series. For avoidance of doubt, the applicable Redemption Date. “Redemption Price” shall mean an amount equal First Tranche Notes may be redeemed pursuant to this Section 2.9 independently of the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage ReductionSecond Tranche Notes, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to Second Tranche Notes may be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of pursuant to this Note by (2) the quotient derived by dividing (A) the outstanding principal amount Section 2.9 independently of the Funding Agreement to be redeemed by Principal Life by (B) First Tranche Notes. If any Component Note is, in connection with a redemption, separated from the outstanding principal amount Note of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part onlywhich it forms a part, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof then, upon the surrender hereof. If less than all of this such Note is redeemedto the Paying Agent for redemption, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basisCompany shall execute, the amount Trustee or Authenticating Agent shall authenticate and the Trustee shall make available for delivery to the Holder of such Note, certificates representing the interest Component Notes of each direct participant in the Trust such Note that are not being redeemed pursuant to be redeemedsuch redemption.

Redemption. If no redemption right is set forth on The provisions of Article 11 of the face hereof, this Note may not be redeemed prior Original Indenture will apply to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereofDesignated Securities. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect The “Redemption Price” means: (a) with respect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is any Designated Securities to be redeemed in whole or in part by Principal Life Insurance Company other than pursuant to Section 11.8 of the Original Indenture, an amount equal to the greater of: (“Principal Life”x) (each, a “Redemption Date”), in which case this Note must 100% of the principal amount of such Designated Securities to be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with plus accrued and unpaid interest, if any, accrued interest thereon to, but excluding, the applicable Redemption Date (as defined below) of such Designated Securities and (y) as determined by the Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal thereof and interest thereon (exclusive of interest accrued thereon to the Redemption Date. “) discounted to the Redemption Price” shall mean Date of the Designated Securities being redeemed on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 35 basis points for the Designated Securities being redeemed, plus accrued and unpaid interest on the principal amount of such Designated Securities (or any portion thereof) being redeemed to, but excluding, the Redemption Date of the Designated Securities (or any portion thereof) being redeemed; and (b) with respect to any Designated Securities to be redeemed pursuant to Section 11.8 of the Original Indenture, an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reductiontheir principal amount, together with accrued and unpaid interest, if applicable) multiplied by any, thereon to but excluding the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%Date. The unpaid Principal Amount “Redemption Date” of this Note any Designated Securities to be redeemed shall will be determined any Business Day fixed by multiplying (1) the Outstanding Principal Amount Issuer for redemption of this Note such Designated Securities and specified in the applicable notice of redemption provided by (2) the quotient derived by dividing (A) Issuer to the outstanding principal amount Trustee pursuant to Section 11.2 of the Funding Agreement Original Indenture; provided, however, that the Redemption Date of any Designated Securities to be redeemed by Principal Life by (Bpursuant to Section 11.8(a) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof Original Indenture shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedan Interest Payment Date.

Redemption. If The Partnership shall have no redemption right is set forth on obligation to redeem, purchase or repay the face hereofNotes pursuant to any mandatory redemption, this Note may not be redeemed prior to sinking fund or analogous provisions or at the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case option of a Note that is not a Discount NoteHolder thereof. The 2013 Notes are redeemable, if a redemption right is set forth on at the face option of this Notethe Partnership, the Trust shall elect at any time in whole, or from time to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or time in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable a Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage greater of: (as adjusted by the Annual Redemption Percentage Reduction, if applicablei) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and of the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement 2013 Notes to be redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on the date of calculation of the Redemption Price) on the 2013 Notes to be redeemed by Principal Life by that would be due after the related Redemption Date but for such redemption (Bexclusive of interest accrued to the Redemption Date) discounted to the outstanding Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus 50 basis points; plus, in either case, accrued interest to the Redemption Date. The 2018 Notes are redeemable, at the option of the Partnership, at any time in whole, or from time to time in part, at a Redemption Price equal to the greater of: (i) 100% of the principal amount of the Funding Agreement. Notice must 2018 Notes to be given not more than sixty redeemed; or (60ii) nor less than thirty the sum of the present values of the remaining scheduled payments of principal and interest (30at the rate in effect on the date of calculation of the Redemption Price) calendar days prior on the 2018 Notes to be redeemed that would be due after the related Redemption Date but for such redemption (exclusive of interest accrued to the proposed Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus 50 basis points; plus, in either case, accrued interest to the Redemption Date. In The 2038 Notes are redeemable, at the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name option of the Holder hereof upon Partnership, at any time in whole, or from time to time in part, at a Redemption Price equal to the surrender hereof. If less than all greater of: (i) 100% of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the principal amount of the interest of each direct participant in the Trust 2038 Notes to be redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on the date of calculation of the Redemption Price) on the 2038 Notes to be redeemed that would be due after the related Redemption Date but for such redemption (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus 50 basis points; plus, in either case, accrued interest to the Redemption Date. The actual Redemption Price, calculated as provided above, shall be calculated and certified to the Trustee and the Partnership by the Independent Investment Banker.

Redemption. If no On August 15, 2006 (the "MANDATORY REDEMPTION DATE"), the corporation shall redeem, out of funds legally available therefor, all shares of the Series A Preferred Stock then outstanding at a redemption right is set forth price (the "REDEMPTION PRICE") equal to the Liquidation Preference per share, together with accrued and unpaid dividends to the redemption date. If, on the face hereofMandatory Redemption Date, this Note funds are not legally available to the corporation for redemption of the shares of Series A Preferred Stock, the corporation shall redeem on such date, at the Redemption Price, that number of shares of Series A Preferred Stock which it can lawfully redeem, and from time to time thereafter, as soon as funds are legally available, the corporation shall redeem at the Redemption Price shares of Series A Preferred Stock until the corporation has redeemed the shares of Series A Preferred Stock in full. The corporation, at its option, may not be redeemed at any time, redeem, out of funds legally available therefor, in whole or from time to time in part, the Series A Preferred Stock on any date set by the Board of Directors, for cash at the Redemption Price, together with accrued and unpaid dividends to the redemption date (subject to the right of the holder of record of shares of Series A Preferred Stock on a record date for the payment of a dividend on the Series A Preferred Stock to receive the dividend due on such shares of Series A Preferred Stock on the corresponding dividend payment date, if such dividend payment date is prior to the Stated Maturity Date, except as date set forth in the Indenture or in Section 10 hereoffor redemption). In the case of a Note that is not a Discount Note, if a the redemption right is set forth on of less than all of the face of this Notethen outstanding Series A Preferred Stock, the Trust corporation shall elect to redeem this Note on select the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is shares of Series A Preferred Stock to be redeemed in whole accordance with any method permitted by the national securities exchange on which the Series A Preferred Stock is then listed, or if not so listed, the corporation shall designate by lot, or in part by Principal Life Insurance Company (“Principal Life”) (eachsuch other manner as the Board of Directors may determine, a “Redemption Date”)the shares to be redeemed, in which case this Note must be redeemed on or shall effect such Redemption Date in whole or in partredemption pro rata. Notwithstanding the foregoing, as applicable, the corporation shall not redeem less than all of the Series A Preferred Stock at any time outstanding until all dividends accrued to such payment date upon all Series A Preferred Stock then outstanding shall have been paid. Not more than 120 nor less than 90 days prior to the Stated Maturity Datedate of any redemption under this Section 5, in increments notice by first class mail, postage prepaid, shall be given to each holder of $1,000 record of the Series A Preferred Stock to be redeemed, at such holder's address as it shall appear upon the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excludingstock transfer books of the corporation. Each such notice of redemption shall specify the date fixed for redemption, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to , the Initial Redemption Percentage (as adjusted by place or places of payment and that payment will be made upon presentation and surrender of the Annual Redemption Percentage Reduction, if applicable) multiplied by certificates evidencing the unpaid Principal Amount shares of this Note Series A Preferred Stock to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage Any notice that is mailed as herein provided shall be 100% and conclusively presumed to have been duly given, whether or not the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount holder of the Funding Agreement Series A Preferred Stock receives such notice; and failure to be redeemed give such notice by Principal Life by (B) mail, or any defect in such notice, to the outstanding principal amount holders of any shares designated for redemption shall not affect the validity of the Funding Agreementproceedings for the redemption of any other shares of Series A Preferred Stock. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior On or after the date fixed for redemption as stated in such notice, each holder of the shares called for redemption shall surrender the certificate evidencing such shares to the proposed Redemption Date. In corporation at the event of redemption of this Note place designated in part only, a new Note for the unredeemed portion hereof such notice and shall thereupon be issued in the name entitled to receive payment of the Holder hereof upon the surrender hereofRedemption Price. If less than all of this Note is the shares represented by any such surrendered certificate are redeemed, a new certificate shall be issued without cost to the Indenture Trustee will select holder thereof representing the unredeemed shares. If such notice of redemption has been so mailed and if, on or prior to the redemption date specified in such notice all funds necessary for such redemption have been set aside by lot orthe corporation, separate and apart from its other funds, in its discretiontrust for the account of the holders of the shares so to be redeemed (as to be and continue to be available therefor), then on a pro rata basisand after the redemption date, notwithstanding that any certificate for shares of the Series A Preferred Stock so called for redemption has not been surrendered for cancellation, all shares of the Series A Preferred Stock with respect to which such notice shall have been mailed and such funds shall have been set aside shall be deemed to be no longer outstanding and all rights with respect to such shares of the Series A Preferred Stock so called for redemption shall forthwith cease and terminate, except the right of the holders thereof to receive out of the funds so set aside in trust the amount payable on redemption thereof (including an amount equal to accrued and unpaid dividends to the redemption date) without interest thereon. The holder of any shares of Series A Preferred Stock redeemed upon any exercise of the interest corporation's redemption right shall not be entitled to receive payment of each direct participant the Redemption Price for such shares until such holder has caused to be delivered to the place specified in the Trust notice given with respect to be redeemedsuch redemption (i) the certificate(s) representing such shares of Series A Preferred Stock redeemed and (ii) transfer instrument(s) satisfactory to the corporation and sufficient to transfer such shares of Series A Preferred Stock to the corporation free of any adverse interest. No interest shall accrue on the Redemption Price of any share of Preferred Interests after its redemption date.

Redemption. If no redemption right is set forth so specified on the face hereof, this Note may not be redeemed prior to at the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case option of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed NIB in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such the Optional Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise Dates specified on the face hereof, in the Initial Redemption Percentage case of Book-Entry Notes, by facsimile transmission to DTC in accordance with agreed upon procedures and, in the case of Certificated Notes, upon the mailing by the Fiscal Agent by first-class mail, postage prepaid, or via facsimile transmission to such number as the Fiscal Agent shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount have furnished to NIB, of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount a notice of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given such redemption not less than 30 nor more than sixty (60) nor less than thirty (30) calendar 60 days prior to the proposed date fixed for redemption, unless otherwise provided in the relevant Pricing Supplement, to the Holder hereof at its last registered address appearing in the Note Register, at the applicable Redemption DatePrice specified on the face hereof, together in each case with accrued interest, if any, to the date fixed for redemption. In Any Note called for redemption shall become due and payable on the event date specified in such notice (herein called the “redemption date”), and upon presentation and surrender of such Note at the place or places specified in such notice, such Note shall be paid at the Redemption Price together with accrued interest, if any, to the redemption date. From and after the redemption date (unless NIB shall default in the payment of the Redemption Price and accrued interest), if money for the redemption of this Note shall have been made available as provided herein, this Note shall cease to bear interest and the only right of the Holder hereof shall be to receive payment respectively of the Redemption Price and all unpaid interest accrued to the redemption date, as provided above. If any such Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal thereof shall, until paid, bear interest from the date of redemption at the rate borne by such Note. Any Note which is to be redeemed only in part onlyshall be surrendered to the Fiscal Agent, and the Fiscal Agent shall complete, authenticate and deliver to the Holder of such Note, without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, having identical terms and conditions, in an aggregate principal amount equal to and in exchange for the unredeemed portion hereof shall be issued of the Note so surrendered. If this Note is an Original Issue Discount Note (other than an Indexed Note), anything to the contrary notwithstanding, the amount payable in the name event of (A) repayment at the option of the Holder hereof upon or redemption, in lieu of the surrender principal amount due at the maturity hereof. If less than all , shall be the Amortized Face Amount (as defined below) of this Note is redeemedas of the date fixed for repayment or redemption and (B) acceleration of maturity, shall be the Indenture Trustee will select aggregate principal amount of this Note multiplied by lot orthe sum of the Issue Price hereof (expressed as a percentage of the aggregate principal amount) plus the original issue discount amortized from the Original Issue Date hereof to the date of declaration of acceleration, which amortization shall be calculated using the “interest method” (computed in its discretion, accordance with generally accepted accounting principles in effect on a pro rata basis, the date of declaration of acceleration). The “Amortized Face Amount” of this Note shall be the amount equal to (a) the Issue Price (as set forth on the face hereof) plus (b) that portion of the interest difference between the Issue Price and the principal amount hereof that has accrued at the Yield to Maturity (as set forth on the face hereof) (computed in accordance with generally accepted United States bond yield computation principles) at the date as of each direct participant which the Amortized Face Amount is calculated, but in no event shall the Trust to be redeemedAmortized Face Amount of this Original Issue Discount Note exceed its stated principal amount.

Redemption. If no redemption right is set forth on (a) The provisions of Article 11 of the face hereof, this Note may not be redeemed prior Original Indenture will apply to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereofDesignated Securities. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect The “Redemption Price” means: (A) with respect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is any Designated Securities to be redeemed in whole other than pursuant to Section 11.8 of the Original Indenture or in part by Principal Life Insurance Company Section 2.12(b) of this Supplemental Indenture, an amount equal to the greater of: (“Principal Life”x) (each, a “Redemption Date”), in which case this Note must 100% of the principal amount of such Designated Securities to be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with plus accrued and unpaid interest, if any, accrued interest thereon to, but excluding, the applicable Redemption Date (as defined below) of such Designated Securities and (y) as determined by the Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal thereof and interest thereon (exclusive of interest accrued thereon to the Redemption Date. “) discounted to the Redemption Price” shall mean Date of the Designated Securities being redeemed on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 45 basis points for the Designated Securities being redeemed, plus accrued and unpaid interest on the principal amount of such Designated Securities (or any portion thereof) being redeemed to, but excluding, the Redemption Date of the Designated Securities (or any portion thereof) being redeemed; and (B) with respect to any Designated Securities to be redeemed pursuant to Section 11.8 of the Original Indenture or Section 2.12(b) of this Supplemental Indenture, an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reductiontheir principal amount, together with accrued and unpaid interest, if applicable) multiplied by any, thereon to but excluding the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%Date. The unpaid Principal Amount “Redemption Date” of this Note any Designated Securities to be redeemed shall will be determined any Fixed Rate Business Day fixed by multiplying (1) the Outstanding Principal Amount Issuer for redemption of this Note such Designated Securities and specified in the applicable notice of redemption provided by (2) the quotient derived by dividing (A) Issuer to the outstanding principal amount Trustee pursuant to Section 11.2 of the Funding Agreement Original Indenture; provided, however, that the Redemption Date of any Designated Securities to be redeemed by Principal Life by (Bpursuant to Section 11.8(a) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof Original Indenture shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedan Interest Payment Date.

Redemption. This Senior Note shall be subject to redemption at the option of the Issuer, in whole or in part, at any time, and from time to time, in increments of U.S. $1,000 (provided that any remaining principal amount hereof shall be at least U.S. $1,000), at a redemption price equal to the sum of (i) the principal amount of the Senior Notes being redeemed, plus accrued and unpaid interest thereon to the redemption date, and (ii) the Make-Whole Amount, if any (the "Redemption Price"). If no notice has been given as provided in the Original Indenture and funds for the redemption right is set forth of any Senior Notes called for redemption shall have been made available on the face hereofredemption date referred to in such notice, this Note may such Senior Notes shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders from and after the redemption date shall be to receive payment of the Redemption Price upon surrender of such Senior Notes in accordance with such notice. Notice of any optional redemption of any Senior Notes shall be given to Holders at their addresses, as shown in the security register for the Senior Notes, not be redeemed less than 30 nor more than 60 days prior to the Stated Maturity Datedate fixed for redemption. The notice of redemption shall specify, except among other items, the Redemption Price and the principal amount of the Senior Notes held by such Holder to be redeemed. If less than all the Senior Notes are to be redeemed at the option of the Issuer, the Issuer will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as set forth in is satisfactory to the Indenture Trustee) of the aggregate principal amount of the Senior Notes to be redeemed and their redemption date. The Trustee shall select, pro rata, by lot or in Section 10 hereof. In the case of a Note that is not a Discount Notesuch manner as it shall deem fair and appropriate, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is Senior Notes to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must part. Senior Notes may be redeemed on such Redemption Date in whole or part in part, as applicable, prior to the Stated Maturity Date, in increments authorized denomination of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Dateor in any integral multiple thereof. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemed.As used herein:

Redemption. If no (a) On or after [ ], 200 [the fifth anniversary of the Merger], the Company may, at its option, redeem all or any part of the shares of AR Preferred Stock, in cash out of funds legally available therefor, at any time upon giving a notice of redemption right is set forth on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Notesection (c) below, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean Liquidation Preference thereof plus an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reductionaccrued and unpaid dividends, if applicable) multiplied by any (whether or not declared), up to but excluding the unpaid Principal Amount date fixed for redemption. If fewer than all of this Note the outstanding shares of the AR Preferred Stock are to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount number of this Note shares to be redeemed shall be determined by multiplying the Board in good faith and the shares to be redeemed will be determined pro rata as nearly as practicable, or by such other method as the Board in its discretion may determine is fair and appropriate. AR Preferred Stock may not be redeemed unless full cumulative dividends have been paid on the AR Preferred Stock for all past dividend periods. (b) On [ ], 201 [the twentieth anniversary of the Merger], the Company shall redeem, in cash out of funds legally available therefor, all outstanding shares of AR Preferred Stock, at the Liquidation Preference thereof plus an amount equal to accrued and unpaid dividends, if any (whether or not declared), up to but excluding such date. (c) Notice of redemption of AR Preferred Stock will be given by (i) first- class mail, not less than 30 nor more than 60 days prior to the date fixed for redemption thereof, to each record holder of shares of AR Preferred Stock to be redeemed at the address of such holder in the books of the Company and (ii) publication in the Wall Street Journal. On the date such notices are mailed, the Company shall issue a press release announcing the redemption. The mailed and published notice shall state, as appropriate: (1) the Outstanding Principal Amount redemption date and record date for purposes of this Note by such redemption; (2) the quotient derived by dividing (A) the outstanding principal amount number of the Funding Agreement shares of AR Preferred Stock to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part onlyand, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less if fewer than all shares of this Note is AR Preferred Stock held by any holder are to be redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount number of the interest of each direct participant in the Trust shares to be redeemed.redeemed from such holder; (3) the place or places at which certificates for such shares are to be surrendered; (4) the redemption price; and (5) that dividends on the AR Preferred Stock to be redeemed shall cease to accrue on such redemption date, except as otherwise provided herein. If a notice of redemption has been given, from 4

Redemption. If no redemption right is set forth (a) Prior to May 15, 2028, the Notes shall be redeemable, at the option of the Company, at any time in whole, or from time to time in part, at a Redemption Price, payable in cash, equal to the greater of: (x) 100% of the principal amount of the Notes to be redeemed; and (y) the sum of the present values of the remaining (as of the Redemption Date for such redemption) scheduled interest and principal payments on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture Notes (or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is portions thereof) to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “excluding interest accrued to such Redemption Date”), in which case this Note must be redeemed on discounted to such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments on a semiannual basis (assuming a 360-day year consisting of $1,000 twelve 30-day months) at the applicable Redemption Price (as defined below)Treasury Yield plus 25 basis points, together with in each case plus unpaid interest, if any, interest that has accrued thereon to, but excluding, such Redemption Date and (b) on or after May 15, 2028, the applicable Redemption Date. “Notes shall be redeemable, at the option of the Company, at any time in whole, or from time to time in part, at a Redemption Price” shall mean an amount , payable in cash, equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and of the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement Notes to be redeemed by Principal Life by (B) redeemed, plus unpaid interest that has accrued to, but excluding the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In The Trustee shall not be responsible for calculating the event of redemption of this Note in part only, Redemption Price. If such Redemption Date is after a new Note Regular Record Date for the unredeemed portion hereof Notes and on or before the related Interest Payment Date, then the payment of interest becoming due on such Interest Payment Date shall be issued payable, on such Interest Payment Date, to the Holder of record at the close of business on such Regular Record Date, and the Redemption Price shall not include unpaid interest that has accrued to, but excluding, such Redemption Date. The Notes shall not be redeemable by the Company except as provided in the name preceding sentences. The Notes shall not be redeemable at the election of any Holder, except to the extent that the principal of, and interest on, the Notes may be accelerated in accordance with Article 5 of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedIndenture.

Redemption. If no redemption right is set forth On each Note Redemption Date and on the face hereofstated maturity (or any date of principal repayment upon early maturity) of the Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, this Note may the Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price. Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not be redeemed less than thirty (30) nor more than sixty (60) days prior to the Stated Maturity Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder’s address appearing in the Securities Register. All notices of redemption shall state: the Redemption Date; the Redemption Price or, if the Redemption Price cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the Depositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated); if less than all the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective Liquidation Amounts) and Liquidation Amounts of the particular Trust Securities to be redeemed; that on the Redemption Date, the Redemption Price will become due and payable upon each such Trust Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accumulate on such Trust Security or such portion, as the case may be, on and after said date, except as set forth provided in Section 4.2(d); the place or places where the Trust Securities are to be surrendered for the payment of the Redemption Price; and such other provisions as the Property Trustee deems relevant. The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price with the proceeds from the contemporaneous redemption or payment at maturity of Notes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Indenture or in Section 10 hereofPayment Account for the payment of such Redemption Price. In Under the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this NoteIndenture, the Trust shall elect to redeem this Note Notes may be redeemed by the Depositor on the any Interest Payment Date Date, at the Depositor’s option, on or after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (eachJanuary 30, a “Redemption Date”)2012, in which case this Note must be redeemed on such Redemption Date in whole or in part, from time to time at a redemption price equal to one hundred percent (100%) of the principal amount thereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, to but excluding the date fixed for redemption (the “Indenture Redemption Price”); provided, that the Depositor shall have received the prior approval of the Federal Reserve if then required. The Notes may also be redeemed by the Depositor, at its option, at any time, in whole but not in part, upon the occurrence of a Capital Disqualification Event, an Investment Company Event or a Tax Event at the Special Event Redemption Price (as applicableset forth in the Indenture); provided, that the Depositor shall have received the prior approval of the Federal Reserve if then required. If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, then by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, the Property Trustee will, with respect to Book-Entry Preferred Securities, irrevocably deposit with the Depositary for such Book-Entry Preferred Securities, to the Stated Maturity Dateextent available therefor, in increments of $1,000 at funds sufficient to pay the applicable Redemption Price (as defined below)and will give such Depositary irrevocable instructions and authority to pay the Redemption Price to the Holders of the Preferred Securities. With respect to Preferred Securities that are not Book-Entry Preferred Securities, together the Property Trustee will irrevocably deposit with unpaid interestthe Paying Agent, if anyto the extent available therefor, accrued thereon to, but excluding, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price to the Holders of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then upon the date of such deposit, all rights of Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except the right of such Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Redemption Date. “Redemption Price” shall mean an amount , but without interest, and, in the case of a partial redemption, the right of such Holders to receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the Initial unredeemed portion of such Trust Security or Securities, and such Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Percentage Price is payable is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding Business Day (and no interest shall accrue in respect of the amounts whose payment is so delayed for the period from and after each such date until the next succeeding Business Day), except that, if such Business Day falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as adjusted if made on such date. In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Annual Trust or by the Depositor pursuant to the Guarantee Agreement, Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as set forth in Section 4.1, from the Redemption Percentage ReductionDate originally established by the Trust for such Trust Securities (or portion thereof) to the date such Redemption Price is actually paid, in which case the actual payment date will be the date fixed for redemption for purposes of calculating the Redemption Price. Subject to Section 4.3(a), if applicable) multiplied by less than all the unpaid Principal Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note Trust Securities to be redeemed shall be determined by multiplying (1) allocated pro rata to the Outstanding Principal Amount of this Note by (2) Common Securities and the quotient derived by dividing (A) Preferred Securities based upon the outstanding principal amount relative aggregate Liquidation Amounts of the Funding Agreement Common Securities and the Preferred Securities. The Preferred Securities to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must shall be given selected on a pro rata basis based upon their respective Liquidation Amounts not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, however, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot) as the Trust shall deem fair and appropriate; and provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the Preferred Securities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities that has been or is to be redeemed. The Trust in issuing the Trust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust Securities in notices of redemption and related materials as a convenience to Holders; provided, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Trust Securities or as contained in any notice of redemption and related materials. Subordination of Common Securities. Payment of Distributions (including any Additional Interest Amounts) on, the Redemption Price of and the Liquidation Distribution in respect of, the Trust Securities, as applicable, shall be made, pro rata among the Common Securities and the Preferred Securities based on the Liquidation Amount of the respective Trust Securities; provided, that if on any Distribution Date, Redemption Date or Liquidation Date an Event of Default shall have occurred and be continuing, no payment of any Distribution (including any Additional Interest Amounts) on, Redemption Price of or Liquidation Distribution in respect of, any Common Security, and no other payment on account of the redemption, liquidation or other acquisition of Common Securities, shall be made unless payment in full in cash of all accumulated and unpaid Distributions (including any Additional Interest Amounts) on all Outstanding Preferred Securities for all Distribution periods terminating on or prior thereto, or in the case of payment of the Redemption Price the full amount of such Redemption Price on all Outstanding Preferred Securities then called for redemption, or in the case of payment of the Liquidation Distribution the full amount of such Liquidation Distribution on all Outstanding Preferred Securities, shall have been made or provided for, and all funds immediately available to the Property Trustee shall first be applied to the payment in full in cash of all Distributions (including any Additional Interest Amounts) on, or the Redemption Price of or the Liquidation Distribution in respect of, the Preferred Securities then due and payable. In the event case of redemption the occurrence of any Event of Default, the Holders of the Common Securities shall have no right to act with respect to any such Event of Default under this Note Trust Agreement until all such Events of Default with respect to the Preferred Securities have been cured, waived or otherwise eliminated. Until all such Events of Default under this Trust Agreement with respect to the Preferred Securities have been so cured, waived or otherwise eliminated, the Property Trustee shall act solely on behalf of the Holders of the Preferred Securities and not on behalf of the Holders of the Common Securities, and only the Holders of all the Preferred Securities will have the right to direct the Property Trustee to act on their behalf. Payment Procedures. Payments of Distributions (including any Additional Interest Amounts), the Redemption Price, Liquidation Amount or any other amounts in part only, a new Note for respect of the unredeemed portion hereof Preferred Securities shall be issued made by wire transfer at such place and to such account at a banking institution in the name United States as may be designated in writing at least ten (10) Business Days prior to the date for payment by the Person entitled thereto unless proper written transfer instructions have not been received by the relevant record date, in which case such payments shall be made by check mailed to the address of such Person as such address shall appear in the Securities Register. If any Preferred Securities are held by a Depositary, such Distributions thereon shall be made to the Depositary in immediately available funds. Payments in respect of the Common Securities shall be made in such manner as shall be mutually agreed between the Property Trustee and the Holder hereof upon of all the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedCommon Securities.

Redemption. If no redemption The Company shall have the right is set forth on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (eachConvertible Debentures, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, at any time or from time to time after April 3, 2001 upon not less than 30 nor more than 60 days' notice, at the optional redemption prices (expressed as applicablea percentage of the principal amount of Convertible Debentures to be redeemed) shown below, plus any accrued and unpaid interest (including Additional Payments, if any) to the Redemption Date, if redeemed during the 12-month period beginning April 3: Percentage of Principal Year Amount ---- ------------- 2001 .................................. 103.00% 2002 .................................. 102.25% 2003 .................................. 101.50% 2004 .................................. 100.75% 2005 and thereafter ................... 100.00% If the Company has deferred interest payments, all unpaid interest must be paid in cash prior to redemption. Any redemption pursuant to this Section 1101 shall be made pursuant to the Stated Maturity Dateprovisions of Sections 1103 through 1108 hereof. The Convertible Debentures are subject to redemption in whole (but not in part), in increments of $1,000 at the applicable Redemption Price any time within 90 days, if a Tax Event (as defined below)in the Trust Agreement) shall occur and be continuing, together with at a redemption price equal to 100% of the principal amount thereof plus accrued but unpaid interestinterest (including Additional Payments, if any, accrued thereon to, but excluding, ) to the applicable Redemption Date. “On and after the Redemption Price” shall mean an amount equal Date, interest ceases to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified accrue on the face hereof, the Initial Redemption Percentage Convertible Debentures or portions of them called for redemption. Notice of redemption shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined given by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given first-class mail, postage prepaid, mailed not less than 30 nor more than sixty (60) nor less than thirty (30) calendar 60 days prior to the proposed Redemption Date, to each Holder of Convertible Debentures to be redeemed, at such Holder's address appearing in the Security Register. The Convertible Debentures in denominations larger than $25 may be redeemed in part but only in integral multiples of $25. In the event of a redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemedthe Convertible Debentures, the Indenture Convertible Debentures will be chosen for redemption by the Trustee in accordance with the Indenture. If this Convertible Debenture is redeemed subsequent to a Regular Record Date with respect to any Interest Payment Date specified above and on or prior to such Interest Payment Date, then any accrued interest will select by lot or, be paid to the person in its discretion, whose name this Convertible Debenture is registered at the close of business on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedsuch record date.

Redemption. If no redemption right is set forth The Company may, at any time or from time to time on the face hereofor after June 1, 2026, redeem this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Subordinated Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicablewithout premium or penalty, prior to the Stated Maturity Date, but in increments all cases in a principal amount with integral multiples of $1,000 1,000. In addition, the Company may redeem all, but not a portion of the Subordinated Notes, at any time upon the occurrence of a Tier 2 Capital Event, Tax Event or an Investment Company Event. Any redemption with respect to this Subordinated Note will be subject to any required regulatory approvals. This Subordinated Note is not subject to redemption at the applicable option of the Holder. The Redemption Price (as defined below)with respect to any redemption permitted under this Indenture will be equal to 100% of the principal amount of this Subordinated Note, together with or portion thereof, to be redeemed, plus accrued but unpaid interestinterest and Additional Interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal If all or any portion of the Subordinated Notes ceases to be deemed to be Tier 2 Capital, other than due to the Initial Redemption Percentage limitation imposed on the capital treatment of subordinated debt during the five (5) years immediately preceding the Maturity Date of the Subordinated Notes, Company will immediately notify the Trustee and the Holders, and thereafter Company shall request, subject to the terms hereof, that the Trustee and the Holders execute and deliver all agreements as adjusted reasonably necessary in order to restructure the applicable portions of the obligations evidenced by the Annual Redemption Percentage ReductionSubordinated Notes to qualify as Tier 2 Capital; provided, if applicable) multiplied by however, that the unpaid Principal Amount foregoing shall not limit the Company’s right to redeem the Subordinated Notes upon the occurrence of this Note to be redeemeda Tier 2 Capital Event. Unless otherwise specified on If less than the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the then outstanding principal amount of this Subordinated Note is redeemed, (i) a new note shall be issued representing the Funding Agreement unredeemed portion without charge to the Holder thereof and (ii) such redemption shall be redeemed effected on a pro rata basis as to the Holder, and if the Subordinated Notes are represented by Principal Life Global Subordinated Notes held by (B) the outstanding principal amount Depositary and such redemption is processed through the Depositary, such redemption will be made on a “Pro Rata Pass-Through Distribution of Principal” basis in accordance with the procedures of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption DateDepositary. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basisredemption as provided in the preceding sentence is not ​ ​ ​ permitted under applicable law or applicable requirements of the Depositary, the amount of the interest of each direct participant in the Trust Subordinated Notes to be redeemedredeemed will be selected by lot or such method as the Trustee will deem fair and appropriate.

Redemption. If no redemption right is set forth on the face hereof, this Note This Warrant may not be redeemed at the option of the Company, at a redemption price of $0.01 per Warrant (the “Redemption Price”), at any time commencing six months after the effective date of the Registration Statement upon not less than 30 days (and not more than 60 days) written notice delivered to the Holder, provided: (a) the closing bid price of the Common Stock is been at least 200% of the Exercise Price for twenty (20) consecutive trading days ending within fifteen (15) days prior to the Stated Maturity date of the notice prior to the date of the notice of redemption and (b) there is an effective registration statement with a current prospectus available covering the shares of Common Stock issuable upon exercise of this Warrant. On and after the date fixed for redemption, the Holder shall have no rights with respect to this Warrant except to receive the Redemption Price per Warrant upon surrender of this Certificate. The Company covenants and agrees that it will honor all Exercise Notices tendered through the 5:00 Eastern Time on the Business Day immediately preceding the Redemption Date, except as set forth . The redemption payment shall be made in cash on the date fixed for redemption in the Indenture or in Section 10 hereof. In Company’s notice of redemption, as described below (the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”). The notice of redemption shall specify: (i) the Redemption Price; (ii) the Redemption Date; (iii) the place where Warrant Certificates shall be delivered and the redemption price paid; and (iv) that the right to exercise the Warrants shall terminate at 5:00 p.m. EST on the Business Day immediately preceding the Redemption Date. An affidavit of the Secretary or an Assistant Secretary of the Company that notice of redemption has been mailed shall, in which case the absence of fraud, be conclusive evidence of the facts stated therein. From and after the Redemption Date, the Company shall, at the place specified in the notice of redemption, upon presentation and surrender to the Company by or on behalf of the Holder thereof of this Note must Warrant, deliver or cause to be redeemed on delivered to or upon the written order of such holder a sum of cash equal to the Redemption Price of each such Warrant. From and after the Redemption Date in whole and upon the deposit or in partsetting aside by the Company of a sum sufficient to redeem all the Warrants called for redemption, as applicablesuch Warrants shall expire and become void and all rights hereunder and shall cease, prior to except the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interestright, if any, accrued thereon to, but excluding, to receive payment of the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemed.

Redemption. If no redemption right is set forth on the face hereof(a) The Servicer may, this Note may not be redeemed prior to the Stated Maturity Dateat its option and at its sole cost and expense, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem cause this Note on Indenture to be terminated and all the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is Notes to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (eachwhole, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or but not in part, as applicableterminate this Agreement on the first Distribution Date after any Distribution Date on which the Aggregate Principal Balance is less than 10% of the Original Aggregate Principal Balance (the "Clean-Up Call Date") by purchasing, prior to the Stated Maturity on such succeeding Distribution Date, in increments all of $1,000 the outstanding Mortgage Loans and REO Properties at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount a price equal to the Initial Redemption Percentage sum of (as adjusted by the Annual Redemption Percentage Reduction, if applicablei) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% of the aggregate Principal Balance of each outstanding Mortgage Loan and each REO Property and (ii) the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount greater of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount Aggregate amount of this Note by accrued and unpaid interest on the Mortgage Loans through the related Due Period and (2) 30 days' accrued interest thereon computed at a rate equal to the quotient derived by dividing (A) the outstanding principal amount related Mortgage Interest Rate, in each case net of the Funding Agreement to be redeemed by Principal Life by Servicing Fee, (Biii) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior any Reimbursement Amounts or Premium Amounts due to the proposed Redemption Date. In the event of redemption of Note Insurer under this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, Agreement and (iv) any Indenture Trustee Fees or other amounts due to the Indenture Trustee hereunder (the "Termination Price"); provided, that in no event will select by lot or, in its discretion, on a pro rata basis, the amount Termination Price be less than the sum of the Class A-1 Note Principal Balance and the Class A-2 Note Principal Balance, plus all accrued and unpaid interest on the Class A-1 and Class A-2 Notes plus all accrued and unpaid Premium Amounts, Reimbursement Amounts and all amounts due the Indenture Trustee hereunder plus all unreimbursed Periodic Advances and Servicing Advances. Any such purchase shall be accomplished by deposit of each direct participant the Termination Price into the Distribution Account (such deposit to be made ratably between the Distribution Accounts in proportion to the amounts described in the Trust proviso to be redeemedthe preceding sentence for each Mortgage Loan Group). No such termination is permitted without the prior written consent of the Note Insurer if it would result in a draw on the Policy.

Redemption. If no redemption right (a) Series A Preferred Stock is set forth on the face hereofnot subject to any mandatory redemption, this Note may sinking fund, or other similar provision. Series A Preferred Stock is not be redeemed redeemable prior to the Stated Maturity Datefifth anniversary of the original issue date. Shares of Series A Preferred Stock then outstanding will be redeemable at the option of the Company, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicablefrom time to time, prior on any Dividend Payment Date on or after the fifth anniversary of the original issue date at a redemption price equal to the Stated Maturity Date, in increments of $1,000 at per share, plus any declared and unpaid dividends, without accumulation of any undeclared dividends, to, but excluding, the applicable Redemption Price date of redemption. Holders of Series A Preferred Stock will have no right to require the redemption or repurchase of Series A Preferred Stock. Notwithstanding the foregoing, within 90 days following the occurrence of a Regulatory Capital Treatment Event (as defined below), together with the Company, at its option, may redeem, at any time, all (but not less than all) of the shares of the Series A Preferred Stock at the time outstanding, at a redemption price equal to $1,000 per share, plus any declared and unpaid interestdividends, if anywithout accumulation of any undeclared dividends, accrued thereon toupon notice given as provided in sub-section (b) below. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Period shall not be paid to the holder entitled to receive the redemption price on the redemption date, but excludingrather shall be paid to the holder of record of the redeemed shares on such record date relating to the Dividend Payment Date as provided in Section 4(c) above. In all cases, the Company may not redeem shares of the Series A Preferred Stock without having received the prior approval of the Federal Reserve or any successor Appropriate Federal Banking Agency if then required under capital rules applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedCompany.

Redemption. If no redemption right is set forth on The Company may, at its option, redeem the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed Securities in whole at any time or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior from time to the Stated Maturity Date, in increments of $1,000 time at the applicable Redemption Price redemption prices (expressed as defined percentages of principal amount of the Securities to be redeemed) set forth below), together with plus accrued and unpaid interest, if any, accrued thereon toto the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) and any Unpaid Additional Interest Payments (subject to the right of Holders of record on the relevant Dividend Record Date to receive Additional Interest Payments on the relevant Additional Interest Payment date), but excludingif redeemed during the twelve-month period beginning on [Issue Date] of each of the years indicated below: Year Percentage 200[•] 102.5 % 200[•] and thereafter 101.0 % Notice of redemption shall be given in the manner provided for in the Indenture no later than [five Business Days] prior to the Redemption Date to each Holder of Securities to be redeemed. Any redemption pursuant to such notice may be (i) conditioned on the occurrence of other events including, without limitation, refinancing transactions and (ii) cancelled at any time prior to the Redemption Date fixed by the Company. In the case of any partial redemption, selection of the Securities for redemption will be made by the Trustee by lot, or on a pro rata basis, or by another method as the Trustee shall deem to be fair and appropriate. If any Security is to be redeemed in part only, the applicable Redemption Datenotice of redemption relating to such Security shall state the portion of the principal amount thereof to be redeemed. “Redemption Price” shall mean an A new Series A Note in principal amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall thereof will be issued in the name of the Holder hereof thereof upon cancellation of the surrender hereoforiginal Security. If less than all of this Note is redeemedOn and after the Redemption Date, the Indenture Trustee accrual of interest and the entitlement to receive Additional Interest Payments will select by lot or, cease on Securities or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in its discretion, on a pro rata basis, the amount satisfaction of the interest of each direct participant in applicable Repayment Price payable pursuant to the Trust to be redeemedIndenture.

Redemption. If no redemption right is set forth on The provisions of Article 11 of the face hereof, this Note may not be redeemed prior Original Indenture will apply to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereofDesignated Securities. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect The “Redemption Price” means: (a) with respect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is any Designated Securities to be redeemed in whole or in part by Principal Life Insurance Company other than pursuant to Section 11.8 of the Original Indenture, an amount equal to the greater of: (“Principal Life”x) (each, a “Redemption Date”), in which case this Note must 100% of the principal amount of such Designated Securities to be redeemed on such plus accrued but unpaid interest to, but excluding, the Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below)) of such Designated Securities and (y) as determined by the Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal thereof and interest thereon (exclusive of interest accrued thereon to the Redemption Date) discounted to the Redemption Date of the Designated Securities being redeemed on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points for the Designated Securities being redeemed, plus accrued and unpaid interest on the principal amount of such Designated Securities (or any portion thereof) being redeemed to, but excluding, the Redemption Date of the Designated Securities (or any portion thereof) being redeemed; and (b) with respect to any Designated Securities to be redeemed pursuant to Section 11.8 of the Original Indenture, an amount equal to their principal amount, together with accrued and unpaid interest, if any, accrued thereon to, to but excluding, excluding the applicable Redemption Date. The “Redemption PriceDate” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note any Designate Securities to be redeemed shall will be determined any Business Day fixed by multiplying (1) the Outstanding Principal Amount Issuer for redemption of this Note such Designed Securities and specified in the applicable notice of redemption provided by (2) the quotient derived by dividing (A) Issuer to the outstanding principal amount Trustee pursuant to Section 11.2 of the Funding Agreement Original Indenture; provided, however, that the Redemption Date of any Designated Securities to be redeemed by Principal Life by (Bpursuant to Section 11.8(a) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof Original Indenture shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedan Interest Payment Date.

Redemption. If no This Warrant may be redeemed at the option of the Company at a redemption right price of $.001, as adjusted pursuant to Section 3 (the "Redemption Price"), per Warrant at any time after the date hereof provided that (i) the closing bid price of the Common Stock as reported by the National Association of Securities Dealers Automated Quotation ("Nasdaq") if the Common Stock is set forth then traded on the face hereofover-the-counter market or the Nasdaq Small Cap market, this Note may not be redeemed or (ii) the closing sale price, if the Common Stock is then traded on Nasdaq/NMS or a national securities exchange, provided that such exchange or market is the primary trading market for the Company, shall have equaled or exceeded $4.00 per share (subject to adjustment in the event of any stock splits or other events as described in Section 3.1 or 3.2 above) for each of fifteen (15) consecutive trading days during a period ending within five (5) days prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Redemption Notice Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interestprovided, if anythat any time after the Redemption Notice Date (as defined below) and prior to the Redemption Date (as defined below) the Holder may exercise this Warrant, accrued thereon toprovided, but excludingfurther, in the event that the Redemption Notice Date is prior to six (6) months after the date hereof, the applicable Commencement Date shall be deemed to be the Redemption Notice Date and notwithstanding anything herein or in the Purchase Agreement to the contrary, after such date the Holder may exercise this Warrant at any time prior to the Redemption Date. “The Company shall provide written notice of redemption which shall specify the Redemption Price” shall mean an amount equal Date (the "Notice of Redemption") to the Initial Holder not later than five (5) days after the election of the Company to redeem this Warrant pursuant to this Section 7. On and after the date fixed for redemption (the "Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicableDate") multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage which shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor no less than thirty (30) calendar days prior after the date that the Notice of Redemption is sent to the proposed Holder (the "Redemption Notice Date. In ") the event of redemption Holder shall have no rights with respect to this Warrant except to receive the Redemption Price upon surrender of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedWarrant Certificate.

Redemption. If no redemption right is set forth (a) Prior to March 17, 2051, the Notes shall be redeemable, at the option of the Company, at any time in whole, or from time to time in part, at a Redemption Price, payable in cash, equal to the greater of: (x) 100% of the principal amount of the Notes to be redeemed; and (y) the sum of the present values of the remaining (as of the Redemption Date) scheduled interest and principal payments on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture Notes (or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is portions thereof) to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “excluding interest accrued to such Redemption Date”), in which case this Note must be redeemed on discounted to such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments on a semiannual basis (assuming a 360-day year consisting of $1,000 twelve 30-day months) at the applicable Redemption Price (as defined below)Treasury Yield plus 25 basis points, together with in each case plus unpaid interest, if any, interest that has accrued thereon to, but excluding, such Redemption Date and (b) on or after March 17, 2051, the applicable Redemption Date. “Notes shall be redeemable, at the option of the Company, at any time in whole, or from time to time in part, at a Redemption Price” shall mean an amount , payable in cash, equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and of the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement Notes to be redeemed by Principal Life by (B) redeemed, plus unpaid interest that has accrued to, but excluding the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In The Trustee shall not be responsible for calculating the event of redemption of this Note in part only, Redemption Price. If such Redemption Date is after a new Note Regular Record Date for the unredeemed portion hereof Notes and on or before the related Interest Payment Date, then the payment of interest becoming due on such Interest Payment Date shall be issued payable, on such Interest Payment Date, to the Holder of record at the close of business on such Regular Record Date, and the Redemption Price shall not include unpaid interest that has accrued to, but excluding, such Redemption Date. The Notes shall not be redeemable by the Company except as provided in the name preceding sentences. The Notes shall not be redeemable at the election of any Holder, except to the extent that the principal of, and interest on, the Notes may be accelerated in accordance with Article 5 of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedIndenture.

Redemption. If no redemption right is set forth The Company may, on the face hereofNovember 15, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture 2025 or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the any Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (eachoccurring thereafter, a “Redemption Date”)redeem this Subordinated Note, in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicablewithout premium or penalty, prior to the Stated Maturity Date, but in increments all cases in a principal amount with integral multiples of $1,000 1,000. In addition, the Company may redeem all, but not a portion, of the Subordinated Notes, at any time upon the occurrence of a Tier 2 Capital Event, Tax Event or an Investment Company Event. Any redemption with respect to this Subordinated Note will be subject to any required regulatory approvals. This Subordinated Note is not subject to redemption at the applicable option of the Holder. The Redemption Price (as defined below)with respect to any redemption permitted under this Indenture will be equal to 100% of the principal amount of this Subordinated Note, together with or portion thereof, to be redeemed, plus accrued but unpaid interestinterest and Additional Interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal If all or any portion of the Subordinated Notes ceases to be deemed to be Tier 2 Capital, other than due to the Initial Redemption Percentage limitation imposed on the capital treatment of subordinated debt during the five (5) years immediately preceding the Maturity Date of the Subordinated Notes, Company will immediately notify the Trustee and the Holders, and thereafter Company shall request, subject to the terms hereof, that the Trustee and the Holders execute and deliver all agreements as adjusted reasonably necessary in order to restructure the applicable portions of the obligations evidenced by the Annual Redemption Percentage ReductionSubordinated Notes to qualify as Tier 2 Capital; provided, if applicable) multiplied by however, that the unpaid Principal Amount foregoing shall not limit the Company’s right to redeem the Subordinated Notes upon the occurrence of this Note to be redeemeda Tier 2 Capital Event. Unless otherwise specified on If less than the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the then outstanding principal amount of this Subordinated Note is redeemed, (i) a new note shall be issued representing the Funding Agreement unredeemed portion without charge to the Holder thereof and (ii) such redemption shall be redeemed effected on a pro rata basis as to the Holder, and if the Subordinated Notes are represented by Principal Life Global Subordinated Notes held by (B) the outstanding principal amount Depositary and such redemption is processed through the Depositary, such redemption will be made on a “Pro Rata Pass-Through Distribution of Principal” basis in accordance with the procedures of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption DateDepositary. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basisredemption as provided in the preceding sentence is not permitted under applicable law or applicable requirements of the Depositary, the amount of the interest of each direct participant in the Trust Subordinated Notes to be redeemedredeemed will be selected by lot or such method as the Trustee will deem fair and appropriate.

Redemption. If no redemption The Company shall not have the right is set forth on the face hereof, this Note may not be redeemed to redeem any Securities prior to October 6, 2008. The Company shall have the Stated Maturity Dateright, except as set forth in at the Indenture Company's option, at any time, and from time to time, on a Redemption Date on or in Section 10 hereof. In the case of a Note that is not a Discount Noteafter October 6, if a redemption right is set forth on the face of this Note2008, the Trust shall elect and prior to October 1, 2010, to redeem this Note on all or any part of the Interest Payment Date after Securities at a price payable in cash at a Redemption Price equal to one hundred percent (100%) of the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is outstanding principal amount of such Security to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (eachredeemed, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with plus accrued and unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date, if the Closing Sale Price of the Common Stock has exceeded 130% of the Conversion Price for at least twenty (20) Trading Days in any consecutive thirty (30) Trading Day period ending on the Trading Day prior to the date of mailing of the relevant notice of Redemption. “The Company shall have the right, at the Company's option, at any time, and from time to time, on a Redemption Price” shall mean an amount Date on or after October 1, 2010, to redeem all or any part of the Securities at a price payable in cash at a Redemption Price equal to the Initial Redemption Percentage one hundred percent (as adjusted by the Annual Redemption Percentage Reduction, if applicable100%) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement such Security to be redeemed by Principal Life by (B) redeemed, plus accrued and unpaid interest, if any, to, but excluding, the outstanding Redemption Date, irrespective of the Closing Sale Price of the Common Stock. Notwithstanding the foregoing, if a Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company shall pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date, and the Redemption Price will be 100% of the principal amount of the Funding AgreementSecurities to be redeemed in connection with such Redemption. Notice must If the Paying Agent (other than the Company) holds on a Redemption Date money sufficient to pay the aggregate Redemption Price with respect to all Securities to be given redeemed payable as provided in the Indenture upon Redemption, then (unless there shall be a Default in the payment of such aggregate Redemption Price) on and after such date such Securities shall be deemed to be no longer outstanding, interest on such Securities shall cease to accrue, and such Securities shall be deemed paid whether or not more than sixty (60) nor less than thirty (30) calendar days prior such Securities are delivered to the proposed Redemption DatePaying Agent. In the event of redemption of this Note in part onlyThereafter, a new Note for the unredeemed portion hereof shall be issued in the name all rights of the Holder hereof upon Holders of such Securities shall terminate with respect to such Securities, other than the surrender hereof. If less than all of this Note is redeemed, right to receive the Indenture Trustee will select by lot or, Redemption Price in its discretion, on a pro rata basis, accordance with the amount of the interest of each direct participant in the Trust to be redeemedIndenture.

Redemption. If no redemption right is set forth on (a) Shares of APS shall be redeemable by the face hereofTrust as provided below: (i) To the extent permitted under the 1940 Act and Massachusetts law, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case upon giving a Notice of a Note that is not a Discount Note, if a redemption right is set forth on the face of this NoteRedemption, the Trust shall elect to at its option may redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (eachshares of any series of APS, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, out of funds legally available therefor, at the Optional Redemption Price per share, on any Dividend Payment Date; provided that no share of APS may be redeemed at the option of the Trust during (A) the Initial Dividend Period with respect to a series of shares or (B) a Non-Call Period to which such share is subject. In addition, holders of APS which are redeemed shall be entitled to receive Gross-Up Dividends to the extent provided herein. (ii) The Trust shall redeem, out of funds legally available therefor, at the Mandatory Redemption Price per share, shares of APS to the extent permitted under the 1940 Act and Massachusetts law, on a date fixed by the Board of Trustees of the Trust, if the Trust fails to maintain Xxxxx'x Eligible Assets with an aggregate Discounted Value equal to or greater than the APS Basic Maintenance Amount as applicableprovided in Section 11.7(a) or to satisfy the 1940 Act APS Asset Coverage as provided in Section 6 and such failure is not cured on or before the APS Basic Maintenance Cure Date or the 1940 Act Cure Date (herein collectively referred to as a "Cure Date"), as the case may be. In addition, holders of APS so redeemed shall be entitled to receive Gross-Up Dividends to the extent provided herein. The number of APS to be redeemed shall be equal to the lesser of (i) the minimum number of APS the redemption of which, if deemed to have occurred immediately prior to the Stated Maturity opening of business on the Cure Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid all shares of other Preferred Shares subject to redemption or retirement, would result in the Trust having Xxxxx'x Eligible Assets with an aggregate Discounted Value equal to or greater than the APS Basic Maintenance Amount or satisfaction of the 1940 Act APS Asset Coverage, as the case may be, on such Cure Date (provided that, if there is no such minimum number of shares of APS and shares of other Preferred Shares the redemption of which would have such result, all shares of APS and shares of other Preferred Shares then Outstanding shall be redeemed), and (ii) the maximum number of shares of APS, together with all shares of other Preferred Shares subject to redemption or retirement, that can be redeemed out of funds expected to be legally available therefor on such redemption date. In determining the number of APS required to be redeemed in accordance with the foregoing, the Trust shall allocate the number required to be redeemed which would result in the Trust having Xxxxx'x Eligible Assets with an aggregate Discounted Value equal to or greater than the APS Basic Maintenance Amount or satisfaction of the 1940 Act APS Asset Coverage, as the case may be, pro rata among shares of APS of all series and other Preferred Shares subject to redemption pursuant to provisions similar to those contained in this Section 11.4(a)(ii); provided that, shares of APS which may not be redeemed at the option of the Trust due to the designation of a Non-Call Period applicable to such shares (A) will be subject to mandatory redemption only to the extent that other shares are not available to satisfy the number of shares required to be redeemed and (B) will be selected for redemption in an ascending order of outstanding number of days in the Non-Call Period (with shares with the lowest number of days to be redeemed first) and by lot in the event of shares having an equal number of days in such Non-Call Period. The Trust shall effect such redemption on a Business Day which is not later than 35 days after such Cure Date, except that if the Trust does not have funds legally available for the redemption of all of the required number of APS -34- and other Preferred Shares which are subject to mandatory redemption or the Trust otherwise is unable to effect such redemption on or prior to 35 days after such Cure Date, the Trust shall redeem those APS which it is unable to redeem on the earliest practicable date on which it is able to effect such redemption out of funds legally available therefor. (b) Notwithstanding any other provision of this Section 11.4, no shares of APS may be redeemed pursuant to Section 11.4(a)(i) of these Bylaws (i) unless all dividends in arrears on all remaining outstanding shares of Parity Shares shall have been or are being contemporaneously paid or declared and set apart for payment and (ii) if redemption thereof would result in the Trust's failure to maintain Xxxxx'x Eligible Assets with an aggregate Discounted Value equal to or greater than the APS Basic Maintenance Amount. In the event that less than all the outstanding shares of a series of APS are to be redeemed and there is more than one Holder, the shares of that series of APS to be redeemed shall be selected by lot or such other method as the Trust shall deem fair and equitable. (c) Whenever shares of APS are to be redeemed, the Trust, not less than 17 nor more than 30 days prior to the date fixed for redemption, shall mail a notice ("Notice of Redemption") by first-class mail, postage prepaid, to each Holder of APS to be redeemed and to the Auction Agent. The Notice of Redemption shall set forth (i) the redemption date, (ii) the amount of the redemption price, (iii) the aggregate number of APS of such series to be redeemed, (iv) the place or places where APS of such series are to be surrendered for payment of the redemption price, (v) a statement that dividends on the shares to be redeemed shall cease to accumulate on such redemption date (except that holders may be entitled to Gross-up Dividends) and (vi) the provision of these Bylaws pursuant to which such shares are being redeemed. No defect in the Notice of Redemption or in the mailing or publication thereof shall affect the validity of the redemption proceedings, except as required by applicable law. If the Notice of Redemption shall have been given as aforesaid and, concurrently or thereafter, the Trust shall have deposited in trust with the Auction Agent, or segregated in an account at the Trust's custodian bank for the benefit of the Auction Agent, Deposit Securities (with a right of substitution) having an aggregate Discounted Value equal to the redemption payment for the APS as to which such Notice of Redemption has been given with irrevocable instructions and authority to pay the redemption price to the Holders of such shares, then upon the date of such deposit or, if no such deposit is made, then upon such date fixed for redemption (unless the Trust shall default in making the redemption payment), all rights (including without limitation voting rights) of the Holders of such shares as shareholders of the Trust by reason of the ownership of such shares will cease and terminate (except their right to receive the redemption price in respect thereof and any Gross-up Dividends, but without interest), and such shares shall no longer be deemed Outstanding. The Trust shall be entitled to receive, from time to time, from the Auction Agent the interest, if any, accrued thereon to, but excludingon such Deposit Securities deposited with it and the Holders of any shares so redeemed shall have no claim to any of such interest. In case the Holder of any shares so called for redemption shall not claim the redemption payment for his shares within one year after the date of redemption, the applicable Redemption Date. “Redemption Price” shall mean an amount equal Auction Agent shall, upon demand, pay over to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified Trust such amount remaining on the face hereof, the Initial Redemption Percentage shall be 100% deposit and the Annual Redemption Percentage Reduction Auction Agent shall thereupon be 0%. The unpaid Principal Amount relieved of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior all responsibility to the proposed Redemption Date. In Holder of such shares called for redemption and such Holder thereafter shall look only to the event of redemption of this Note in part only, a new Note Trust for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereofredemption payment. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemed.-35- 11.5

Redemption. If no redemption right is set forth on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this NoteAt any time after issuance, the Trust Series F Preferred Stock shall elect to redeem this Note on be redeemable, at the Interest Payment Date after option of the Initial Redemption Date set forth on Board of Directors of the face hereof on which the Funding Agreement is to be redeemed Company, in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicableupon giving the Series F Preferred Stockholders 30 days written notice of its intention to redeem the Series F Preferred Stock. The redemption price shall be $10.00 per share, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean plus an amount equal to all unpaid accumulated dividends thereon. The redemption notice shall (1) identify the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note Series F Preferred Stock or portions thereof to be redeemed, (2) list the date on which the redemption will be effective (the "Redemption Date") and (3) describe the redemption procedures. Unless otherwise specified on During the face hereofperiod after the redemption notice but prior to the redemption date, the Initial Redemption Percentage holders of Series F Preferred Shares shall be 100% and have the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount right to convert the Series F Preferred Shares into Common Stock of the Company at the Conversion Price described in Section 6 of this Note Article F. Unless provided otherwise in the notice of redemption, the Company shall send the holder's payment for the shares of Series F Preferred Stock to be redeemed shall be determined by multiplying (1) on the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In On the event Redemption Date, the shares of redemption of this Note in part only, a new Note for Series F Preferred Stock redeemed by the unredeemed portion hereof Company shall be issued deemed to be canceled and extinguished as a result of the redemption payment and the cancellation of such shares will be noted in the name Company's stock transfer records. The holders of redeemed Series F Preferred Stock may return their shares of Series F Preferred Stock to the Company for cancellation; however, such cancellation will be automatic as of the Holder hereof upon the surrender hereofRedemption Date. If less than all of this Note is redeemed, the Indenture Trustee will select All Series F Preferred Stock so redeemed shall be canceled and retired in such manner as may be prescribed by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to law and no Series F Preferred Stock so redeemed shall be redeemedreissued.

Redemption. If no redemption right Subject to the requirements of the Business Corporations Act (Ontario), Tricon Canco shall redeem all of the Tricon Canco Special Preferred Shares at the time (the “Time of Redemption”) that is set forth immediately following the issuance thereof, without any further act or formality on the face hereofpart of Tricon Canco, this Note may any holder of Tricon Canco Special Preferred Shares or any other Person, in accordance with the provisions of Section 2.3(f)(iii) of the Plan of Arrangement. Except as hereinafter provided, no notice of redemption or other act or formality on the part of Tricon Canco shall be required to call the Tricon Canco Special Preferred Shares for redemption. From and after the Time of Redemption: In satisfaction of the redemption of the Tricon Canco Special Preferred Shares, the Company shall be entitled to receive, in aggregate, the Preferred Share Redemption Amount deposited by Tricon Canco with the Depositary in accordance with Section 4.2(a) of the Plan of Arrangement. The holders of Tricon Canco Special Preferred Shares shall not be redeemed prior entitled to exercise any of the rights of shareholders in respect thereof except to receive the Preferred Share Redemption Amount therefor, without interest, in accordance with the terms hereof. At or before the Time of Redemption, Tricon Canco shall deliver, or cause or direct to be delivered, to the Stated Maturity Date, except as set forth Depositary an aggregate amount in cash sufficient to pay the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth Preferred Share Redemption Amount payable on the face redemption of this Note, all of the Trust Tricon Canco Special Preferred Shares to be issued in accordance with the Plan of Arrangement. Delivery of the Preferred Share Redemption Amount in such a manner shall elect be a full and complete discharge of Tricon Canco’s obligation to redeem this Note on deliver to the Interest Payment Date after Company the Initial Preferred Share Redemption Date set forth on the face hereof on which the Funding Agreement is Amount in respect of each Tricon Canco Special Preferred Share to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, prior pursuant to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Dateterms hereof. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified Any interest earned on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount deposit of the Funding Agreement Preferred Share Redemption Amount with the Depositary shall belong to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedTricon Canco or as Tricon Canco may direct.

Redemption. If no redemption right is set forth The Company may, at any time or from time to time on the face hereofor after September 1, 2025, redeem this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Subordinated Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicablewithout premium or penalty, prior to the Stated Maturity Date, but in increments all cases in a principal amount with integral multiples of $1,000 1,000. In addition, the Company may redeem all, but not a portion of the Subordinated Notes, at any time upon the occurrence of a Tier 2 Capital Event, Tax Event or an Investment Company Event. Any redemption with respect to this Subordinated Note will be subject to any required regulatory approvals. This Subordinated Note is not subject to redemption at the applicable option of the Holder. The Redemption Price (as defined below)with respect to any redemption permitted under this Indenture will be equal to 100% of the principal amount of this Subordinated Note, together with or portion thereof, to be redeemed, plus accrued but unpaid interestinterest and Additional Interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal If all or any portion of the Subordinated Notes ceases to be deemed to be Tier 2 Capital, other than due to the Initial Redemption Percentage limitation imposed on the capital treatment of subordinated debt during the five (5) years immediately preceding the Maturity Date of the Subordinated Notes, Company will immediately notify the Trustee and the Holders, and thereafter Company shall request, subject to the terms hereof, that the Trustee and the Holders execute and deliver all agreements as adjusted reasonably necessary in order to restructure the applicable portions of the obligations evidenced by the Annual Redemption Percentage ReductionSubordinated Notes to qualify as Tier 2 Capital; provided, if applicable) multiplied by however, that the unpaid Principal Amount foregoing shall not limit the Company’s right to redeem the Subordinated Notes upon the occurrence of this Note to be redeemeda Tier 2 Capital Event. Unless otherwise specified on If less than the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the then outstanding principal amount of this Subordinated Note is redeemed, (i) a new note shall be issued representing the Funding Agreement unredeemed portion without charge to the Holder thereof and (ii) such redemption shall be redeemed effected on a pro rata basis as to the Holder, and if the Subordinated Notes are represented by Principal Life Global Subordinated Notes held by (B) the outstanding principal amount Depositary and such redemption is processed through the Depositary, such redemption will be made on a “Pro Rata Pass-Through Distribution of Principal” basis in accordance with the procedures of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption DateDepositary. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basisredemption as provided in the preceding sentence is not permitted under applicable law or applicable requirements of the Depositary, the amount of the interest of each direct participant in the Trust Subordinated Notes to be redeemedredeemed will be selected by lot or such method as the Trustee will deem fair and appropriate.

Redemption. If no redemption right is set forth on (a) (1) After the face hereofinitial Dividend Period, this Note may not be redeemed prior subject to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face provisions of this NoteSection 3 and to the extent permitted under the 1940 Act and Delaware law, the Trust shall elect to may, at its option, redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part out of funds legally available therefor Shares of a Series (A) herein designated as having a Dividend Period of one year or less on the first Business Day after the last day of such Dividend Period by Principal Life Insurance Company (“Principal Life”) (each, delivering a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date in whole or in part, as applicable, notice of redemption not less than 30 days and not more than 60 days prior to the Stated Maturity Datedate fixed for such redemption, in increments at a redemption price per Share equal to $25,000, plus an amount equal to accumulated but unpaid dividends thereon (whether or not earned or declared) to the date fixed for redemption ("Redemption Price"), or (B) herein designated as having a Dividend Period of $1,000 more than one year on any Business Day prior to the end of the relevant Dividend Period by delivering a notice of redemption not less than 30 days and not more than 60 days prior to the date fixed for such redemption, at the applicable Redemption Price (as defined below)Price, together with unpaid interestplus a redemption premium, if any, accrued thereon todetermined by the Board of Trustees after consultation with the Broker-Dealers and set forth in any applicable Specific Redemption Provisions at the time of the designation of such Dividend Period as set forth in Section 4 of this Statement; provided, but excludinghowever, that during a Dividend Period of more than one year no Shares of a Series will be subject to optional redemption except in accordance with any Specific Redemption Provisions approved by the Board of Trustees after consultation with the Broker-Dealers at the time of the designation of such Dividend Period. Notwithstanding the foregoing, the Trust shall not give a notice of or effect any redemption pursuant to this Section 3(a)(i) unless, on the date on which the Trust intends to give such notice and on the date of redemption (a) the Trust has available certain Deposit Securities with maturity or tender dates not later than the Business Day preceding the applicable Redemption Date. “Redemption Price” shall mean redemption date and having a value not less than the amount (including any applicable premium) due to Holders of a Series by reason of the redemption of such Series on such date fixed for the redemption and (b) the Trust would have Eligible Assets with an amount aggregate Discounted Value at least equal the ARPS Basic Maintenance Amount immediately subsequent to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reductionsuch redemption, if applicablesuch redemption were to occur on such date, it being understood that the provisions of paragraph (d) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage Section 3 shall be 100% and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In applicable in such circumstances in the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedmakes the deposit and takes the other action required thereby.

Redemption. If no The Notes are subject to redemption right is set forth in whole, but not in part, at the direction of the Servicer pursuant to Section 10.01(a) of the Sale and Servicing Agreement, on the face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereof. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect to redeem this Note on the Interest Payment any Distribution Date after the Initial Redemption Date set forth on the face hereof on which the Funding Servicer exercises its option to reacquire the Trust Property pursuant to Section 10.01(a) of the Sale and Servicing Agreement is for a redemption price equal to the Redemption Price; provided, however, that the Indenture Trustee on behalf of the Issuer has received funds sufficient to pay the Redemption Price. The Issuer shall furnish the Rating Agencies notice of such redemption. If the Notes are to be redeemed in whole or in part by Principal Life Insurance Company (“Principal Life”) (eachpursuant to this Section, a “Redemption Date”), in which case this Note must be redeemed on the Issuer shall furnish notice of such Redemption Date in whole or in part, as applicable, prior election to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest, if any, accrued thereon to, but excluding, the applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% Trust Collateral Agent and the Annual Redemption Percentage Reduction shall be 0%. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying Indenture Trustee not later than twenty (120) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to be redeemed by Principal Life by (B) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In Date and promptly upon giving such notice, the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof Issuer shall be issued designate amounts on deposit in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, Collection Account and/or shall deposit or cause to be deposited with the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount Note Distribution Account the Redemption Price of the interest Notes to be redeemed whereupon all outstanding Notes shall be due and payable on the Redemption Date, together with other amounts due and owing at such time under the Basic Documents, upon the furnishing of a notice complying with Section 10.2 to each direct participant in Holder of Notes; provided, however, that if the Class C Notes are being redeemed, if the Servicer is the holder of the Class C Notes and if the Servicer delivers the Class C Notes as part of the redemption price being paid by the Servicer to so re-acquire the Trust Property, then the Class C Notes so delivered shall be canceled and such portion of the Redemption Price representing the unpaid Class C Note Balance shall be deemed to be redeemedhave been paid in full to the Servicer as holder of the Class C Notes.

Redemption. If no redemption right is set forth on The provisions of Article 11 of the face hereof, this Note may not be redeemed prior Original Indenture will apply to the Stated Maturity Date, except as set forth in the Indenture or in Section 10 hereofDesignated Securities. In the case of a Note that is not a Discount Note, if a redemption right is set forth on the face of this Note, the Trust shall elect The “Redemption Price” means: (a) with respect to redeem this Note on the Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is any Designated Securities to be redeemed in whole or in part by Principal Life Insurance Company other than pursuant to Section 11.8 of the Original Indenture, an amount equal to the greater of: (“Principal Life”x) (each, a “Redemption Date”), in which case this Note must 100% of the principal amount of such Designated Securities to be redeemed on such Redemption Date in whole or in part, as applicable, prior to the Stated Maturity Date, in increments of $1,000 at the applicable Redemption Price (as defined below), together with plus accrued and unpaid interest, if any, accrued interest thereon to, but excluding, the applicable Redemption Date (as defined below) of such Designated Securities and (y) as determined by the Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal thereof and interest thereon (exclusive of interest accrued thereon to the Redemption Date. “) discounted to the Redemption Price” shall mean Date of the Designated Securities being redeemed on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points for the Designated Securities being redeemed, plus accrued and unpaid interest on the principal amount of such Designated Securities (or any portion thereof) being redeemed to, but excluding, the Redemption Date of the Designated Securities (or any portion thereof) being redeemed; and (b) with respect to any Designated Securities to be redeemed pursuant to Section 11.8 of the Original Indenture, an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reductiontheir principal amount, together with accrued and unpaid interest, if applicable) multiplied by any, thereon to but excluding the unpaid Principal Amount of this Note to be redeemed. Unless otherwise specified on the face hereof, the Initial Redemption Percentage shall be 100% and the Annual Redemption Percentage Reduction shall be 0%Date. The unpaid Principal Amount “Redemption Date” of this Note any Designated Securities to be redeemed shall will be determined any Business Day fixed by multiplying (1) the Outstanding Principal Amount Issuer for redemption of this Note such Designated Securities and specified in the applicable notice of redemption provided by (2) the quotient derived by dividing (A) Issuer to the outstanding principal amount Trustee pursuant to Section 11.2 of the Funding Agreement Original Indenture; provided, however, that the Redemption Date of any Designated Securities to be redeemed by Principal Life by (Bpursuant to Section 11.8(a) the outstanding principal amount of the Funding Agreement. Notice must be given not more than sixty (60) nor less than thirty (30) calendar days prior to the proposed Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof Original Indenture shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of this Note is redeemed, the Indenture Trustee will select by lot or, in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to be redeemedan Interest Payment Date.