Section of Section of Trust Indenture Act Guarantee of 1939, as amended Agreement ------------------- --------- 310(a).......................................... 4.1(a) 310(b).......................................... 4.1(c), 208...Guarantee Agreement • December 19th, 2003 • Principal Financial Group Inc • Accident & health insurance • New York
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EXHIBIT 4.11 CLOSING INSTRUMENT WHEREAS, the parties named herein desire to enter into certain Program Documents contained herein, each such document dated as of this o day of o, 200o (the "Original Issue Date"), relating to the issuance by Principal...Principal Financial Group Inc • January 25th, 2006 • Accident & health insurance
Company FiledJanuary 25th, 2006 Industry
1 EXHIBIT 10.9 PRINCIPAL MUTUAL HOLDING COMPANY AND PRINCIPAL LIFE INSURANCE COMPANY CHANGE OF CONTROL EMPLOYMENT AGREEMENT (TIER ONE EXECUTIVES) 2 TABLE OF CONTENTSEmployment Agreement • June 8th, 2001 • Principal Financial Group Inc • Iowa
Contract Type FiledJune 8th, 2001 Company Jurisdiction
1 EXHIBIT 10.8 CHANGE OF CONTROL SUPPLEMENT AND AMENDMENT TO EMPLOYMENT AGREEMENT FOR J. BARRY GRISWELL 2 TABLE OF CONTENTSEmployment Agreement • June 8th, 2001 • Principal Financial Group Inc • Iowa
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EXHIBIT 4.16 AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • December 19th, 2003 • Principal Financial Group Inc • Accident & health insurance • Delaware
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SECTION A TRUST AGREEMENTLicense Agreement • January 25th, 2006 • Principal Financial Group Inc • Accident & health insurance • New York
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TRUST AGREEMENT AmongTrust Agreement • December 19th, 2003 • Principal Financial Group Inc • Accident & health insurance • Delaware
Contract Type FiledDecember 19th, 2003 Company Industry Jurisdiction
EXHIBIT 4.07 TRUST AGREEMENT This TRUST AGREEMENT, dated as of December 16, 2003, between Principal Financial Group, Inc., a Delaware corporation, as "Depositor" and Wilmington Trust Company, a Delaware banking corporation as "Trustee". The Depositor...Trust Agreement • December 19th, 2003 • Principal Financial Group Inc • Accident & health insurance • Delaware
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TOPrincipal Financial Group Inc • February 23rd, 2004 • Accident & health insurance • New York
Company FiledFebruary 23rd, 2004 Industry Jurisdiction
PRINCIPAL FINANCIAL GROUP, INC. and PRINCIPAL FINANCIAL SERVICES, INC., as guarantor to THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee JUNIOR SUBORDINATED INDENTURE Dated as ofPrincipal Financial Group Inc • June 11th, 2008 • Accident & health insurance • New York
Company FiledJune 11th, 2008 Industry JurisdictionJUNIOR SUBORDINATED INDENTURE, dated as of , among PRINCIPAL FINANCIAL GROUP, INC., a Delaware corporation (the “Company”), PRINCIPAL FINANCIAL SERVICES, INC., an Iowa corporation and wholly-owned subsidiary of the Company, as guarantor (the “Subsidiary Guarantor”), each having its principal office at 711 High Street, Des Moines, Iowa 50392 and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association incorporated and existing under the laws of the United States of America, as trustee (the “Trustee”).
ARTICLE 3 DELIVERY OF FUNDING AGREEMENTS AND GUARANTEESCustodial Agreement • January 25th, 2006 • Principal Financial Group Inc • Accident & health insurance • New York
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WITNESSETH:Rights Agreement • June 8th, 2001 • Principal Financial Group Inc • Delaware
Contract Type FiledJune 8th, 2001 Company Jurisdiction
ARTICLE I. DEFINITIONSEmployment Agreement • June 8th, 2001 • Principal Financial Group Inc
Contract Type FiledJune 8th, 2001 Company
GUARANTEEPrincipal Financial Group Inc • January 25th, 2006 • Accident & health insurance • New York
Company FiledJanuary 25th, 2006 Industry Jurisdiction
1 EXHIBIT 1.1 PRINCIPAL FINANCIAL GROUP, INC. COMMON STOCK, $.01 PAR VALUE UNDERWRITING AGREEMENT (U.S. VERSION)Principal Financial Group Inc • August 29th, 2001 • Accident & health insurance • New York
Company FiledAugust 29th, 2001 Industry Jurisdiction
among PRINCIPAL FINANCIAL GROUP (AUSTRALIA) HOLDINGS PTY LIMITED (ACN 087 430 331) as Issuer and PRINCIPAL FINANCIAL SERVICES, INC. as Guarantor and U.S. BANK TRUST NATIONAL ASSOCIATION as Fiscal AgentFiscal Agency Agreement • June 8th, 2001 • Principal Financial Group Inc • New York
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Exhibit 99.2 PRINCIPAL FINANCIAL GROUP, INC. Series A Non-Cumulative Perpetual Preferred Stock (Ten-Year Initial Fixed Rate Period) (Liquidation Preference Equivalent to $100 Per Share of Series A Preferred Stock) Series B Non- Cumulative Perpetual...Calculation Agent Agreement • June 17th, 2005 • Principal Financial Group Inc • Accident & health insurance • New York
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ARTICLE I DEFINITIONSExpense and Indemnity Agreement • December 22nd, 2005 • Principal Financial Group Inc • Accident & health insurance • New York
Contract Type FiledDecember 22nd, 2005 Company Industry Jurisdiction
GUARANTEE from PRINCIPAL FINANCIAL SERVICES, INC., as Guarantor to THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee Dated as of November 16, 2012Guarantee • November 16th, 2012 • Principal Financial Group Inc • Accident & health insurance • New York
Contract Type FiledNovember 16th, 2012 Company Industry JurisdictionThis Guarantee (this “Guarantee”) is made and entered into as of November 16, 2012, from PRINCIPAL FINANCIAL SERVICES, INC., a corporation duly organized and existing under the laws of the State of Iowa, as guarantor (herein called the “Guarantor,” which term includes any successor hereunder), to THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association incorporated and existing under the laws of the United States of America, as trustee (the “Trustee,” as further defined in the Indenture hereinafter referred to). Defined terms used herein without definition shall have the meanings given to them in the Senior Indenture, dated as of May 21, 2009, among Principal Financial Group, Inc., a Delaware corporation (the “Company,” as further defined in the Indenture hereinafter referred to), the Guarantor and the Trustee, as supplemented by the Sixth Supplemental Indenture, dated as of November 16, 2012, among the Company, the Guarantor and the Trustee with respect to the S
GUARANTEE from PRINCIPAL FINANCIAL SERVICES, INC., as Guarantor to THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee Dated as of March 8, 2023 GUARANTEEGuarantee • March 8th, 2023 • Principal Financial Group Inc • Accident & health insurance • New York
Contract Type FiledMarch 8th, 2023 Company Industry JurisdictionThis Guarantee (this “Guarantee”) is made and entered into as of March 8, 2023 from PRINCIPAL FINANCIAL SERVICES, INC., a corporation duly organized and existing under the laws of the State of Iowa, as guarantor (herein called the “Guarantor,” which term includes any successor hereunder), to THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association incorporated and existing under the laws of the United States of America, as trustee (the “Trustee,” as further defined in the Indenture hereinafter referred to). Defined terms used herein without definition shall have the meanings given to them in the Senior Indenture, dated as of May 21, 2009, among Principal Financial Group, Inc., a Delaware corporation (the “Company,” as further defined in the Indenture hereinafter referred to), the Guarantor and the Trustee, as supplemented by the Fifteenth Supplemental Indenture, dated as of March 8, 2023, among the Company, the Guarantor and the Trustee with respect to the Senior
Principal Financial Group, Inc. Underwriting AgreementUnderwriting Agreement • October 17th, 2006 • Principal Financial Group Inc • Accident & health insurance • New York
Contract Type FiledOctober 17th, 2006 Company Industry JurisdictionGoldman, Sachs & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. Incorporated As representatives of the several Underwriters named in Schedule I hereto c/o Goldman, Sachs & Co. 85 Broad Street New York, New York 10004
4.350% Senior Notes due 2043 PRINCIPAL FINANCIAL GROUP, INC., as Issuer, and PRINCIPAL FINANCIAL SERVICES, INC., as Guarantor and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee SEVENTH SUPPLEMENTAL INDENTURE Dated as of November 16, 2012Indenture • November 16th, 2012 • Principal Financial Group Inc • Accident & health insurance • New York
Contract Type FiledNovember 16th, 2012 Company Industry JurisdictionSEVENTH SUPPLEMENTAL INDENTURE, dated as of November 16, 2012, among PRINCIPAL FINANCIAL GROUP, INC., a corporation duly organized and existing under the laws of the State of Delaware (the “Company,” as further defined in the Original Indenture hereinafter referred to), PRINCIPAL FINANCIAL SERVICES, INC., a corporation duly organized and existing under the laws of the State of Iowa, as guarantor (the “Guarantor,” as further defined in the Original Indenture hereinafter referred to), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association incorporated and existing under the laws of the United States of America, as trustee (the “Trustee,” as further defined in the Original Indenture hereinafter referred to).
PRINCIPAL FINANCIAL GROUP, INC. and PRINCIPAL FINANCIAL SERVICES, INC., as guarantor and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee JUNIOR SUBORDINATED INDENTURE Dated as of May 7, 2015Principal Financial • May 7th, 2015 • Principal Financial Group Inc • Accident & health insurance • New York
Contract Type FiledMay 7th, 2015 Company Industry JurisdictionJUNIOR SUBORDINATED INDENTURE, dated as of May 7, 2015, among PRINCIPAL FINANCIAL GROUP, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company,” as such term is further defined herein), PRINCIPAL FINANCIAL SERVICES, INC., a corporation duly organized and existing under the laws of the State of Iowa, as guarantor (herein called the “Subsidiary Guarantor,” as such term is further defined herein), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association incorporated and existing under the laws of the United States of America, as Trustee (herein called the “Trustee,” as such term is further defined herein).
5.500% Senior Notes due 2053 PRINCIPAL FINANCIAL GROUP, INC., as Issuer, and PRINCIPAL FINANCIAL SERVICES, INC., as Guarantor and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee SIXTEENTH SUPPLEMENTAL INDENTURE Dated as of March 8, 2023Principal Financial Group Inc • March 8th, 2023 • Accident & health insurance • New York
Company FiledMarch 8th, 2023 Industry JurisdictionSIXTEENTH SUPPLEMENTAL INDENTURE, dated as of March 8, 2023, among PRINCIPAL FINANCIAL GROUP, INC., a corporation duly organized and existing under the laws of the State of Delaware (the “Company,” as further defined in the Original Indenture hereinafter referred to), PRINCIPAL FINANCIAL SERVICES, INC., a corporation duly organized and existing under the laws of the State of Iowa, as guarantor (the “Guarantor,” as further defined in the Original Indenture hereinafter referred to), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association incorporated and existing under the laws of the United States of America, as trustee (the “Trustee,” as further defined in the Original Indenture hereinafter referred to).
4.300% Senior Notes due 2046 PRINCIPAL FINANCIAL GROUP, INC., as Issuer, and PRINCIPAL FINANCIAL SERVICES, INC., as Guarantor and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee TENTH SUPPLEMENTAL INDENTURE Dated as of November 10, 2016Guarantee • November 10th, 2016 • Principal Financial Group Inc • Accident & health insurance • New York
Contract Type FiledNovember 10th, 2016 Company Industry JurisdictionTENTH SUPPLEMENTAL INDENTURE, dated as of November 10, 2016, among PRINCIPAL FINANCIAL GROUP, INC., a corporation duly organized and existing under the laws of the State of Delaware (the “Company,” as further defined in the Original Indenture hereinafter referred to), PRINCIPAL FINANCIAL SERVICES, INC., a corporation duly organized and existing under the laws of the State of Iowa, as guarantor (the “Guarantor,” as further defined in the Original Indenture hereinafter referred to), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association incorporated and existing under the laws of the United States of America, as trustee (the “Trustee,” as further defined in the Original Indenture hereinafter referred to).
100,000,000 2.125% Senior Notes due 2030 Underwriting AgreementUnderwriting Agreement • August 6th, 2020 • Principal Financial Group Inc • Accident & health insurance • New York
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PRINCIPAL LIFE INSURANCE COMPANY Secured Medium-Term Notes Program Principal® Life CoreNotes® Program Secured Medium-Term Notes Retail Program DISTRIBUTION AGREEMENTDistribution Agreement • February 14th, 2006 • Principal Financial Group Inc • Accident & health insurance • New York
Contract Type FiledFebruary 14th, 2006 Company Industry JurisdictionThis letter is governed by, and shall be construed in accordance with, the laws of the State of New York. The provisions of Section 19 of the Distribution Agreement shall apply to this letter as if set out herein in full.
Principal Financial Group, Inc. $400,000,000 3.400% Senior Notes due 2025Underwriting Agreement • May 7th, 2015 • Principal Financial Group Inc • Accident & health insurance • New York
Contract Type FiledMay 7th, 2015 Company Industry JurisdictionPrincipal Financial Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), and for whom each of you are acting as representatives (the “Representatives”), an aggregate of $400,000,000 principal amount of the Company’s 3.400% Senior Notes due 2025 (the “Securities”) to be issued pursuant to the Indenture (as defined below).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 7th, 2008 • Principal Financial Group Inc • Accident & health insurance
Contract Type FiledMay 7th, 2008 Company IndustryThis AMENDMENT, dated as of March 20, 2008, by and between Principal Financial Group, Inc., a Delaware corporation (together with all successors thereto “PFGI”), Principal Financial Securities, Inc., an Iowa corporation, and Principal Life Insurance Company, an Iowa corporation (together with all successors thereto “Life”) (each of the foregoing referred to individually as a “Company” or, collectively, as “Companies”) and J. Barry Griswell (“Executive”), is to that certain Employment Agreement dated as of April 1, 2004, by and between Companies and Executive (as supplemented to date, the “Agreement”).
Exhibit 1.1 3,000,000 SHARES, SERIES A NON-CUMULATIVE PERPETUAL PREFERRED STOCK 10,000,000 SHARES, SERIES B NON-CUMULATIVE PERPETUAL PREFERRED STOCK PRINCIPAL FINANCIAL GROUP, INC. UNDERWRITING AGREEMENT June 14, 2005 LEHMAN BROTHERS INC. As...Principal Financial Group Inc • June 17th, 2005 • Accident & health insurance • New York
Company FiledJune 17th, 2005 Industry Jurisdiction
AMENDMENT NO. 1 AND WAIVER TO THE STOCK PURCHASE AGREEMENTThe Stock Purchase Agreement • February 28th, 2007 • Principal Financial Group Inc • Accident & health insurance • New York
Contract Type FiledFebruary 28th, 2007 Company Industry JurisdictionThe undersigned, as parties to the Stock Purchase Agreement, dated as of July 25, 2006 (the "Agreement"), by and among Washington Mutual, Inc., a Washington corporation, New American Capital, Inc., a Delaware corporation, Principal Financial Group, Inc., a Delaware corporation, and Principal Management Corporation, an Iowa corporation, desire to amend, effective as of December 29, 2006, the Agreement. Capitalized terms used herein without definition shall have the respective meanings set forth in the Agreement.
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN...Principal Financial Group Inc • October 17th, 2006 • Accident & health insurance
Company FiledOctober 17th, 2006 IndustryTHIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR SUCH NOMINEE, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
PRINCIPAL FINANCIAL GROUP, INC. AND PRINCIPAL LIFE INSURANCE COMPANY CHANGE OF CONTROL EMPLOYMENT AGREEMENTWaiver and Release • February 16th, 2011 • Principal Financial Group Inc • Accident & health insurance • Iowa
Contract Type FiledFebruary 16th, 2011 Company Industry JurisdictionIn consideration of Executive’s continued participation in the Companies’ equity awards program, this Agreement, dated as of December 31, 2010 (the “Agreement Date”) is made by and among Principal Financial Group, Inc., a Delaware corporation (together with all successors thereto, “PFG”), Principal Financial Services, Inc., an Iowa corporation, and Principal Life Insurance Company, an Iowa corporation (together with all successors thereto, “Life”) (each of the foregoing referred to individually as a “Company” or collectively as “Companies”), and (“Executive”).
The Principal Financial Group, Inc. Executive Severance Plan Effective September 1, 2021Principal Financial Group Inc • October 28th, 2021 • Accident & health insurance
Company FiledOctober 28th, 2021 IndustryThis document does not constitute an agreement by your employer to continue to maintain the Plan, or any provision of the Plan, and is not a guarantee of future benefits. The Plan may be amended or terminated at any time. This document is not an employment contract and does not change the nature of at-will employment. Employment may be terminated by you or your employer at any time and for any reason.
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN...Principal Financial Group Inc • December 6th, 2006 • Accident & health insurance
Company FiledDecember 6th, 2006 IndustryTHIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR SUCH NOMINEE, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.