Principal Life Insurance Co Sample Contracts

Principal Life Insurance Co – GUARANTEE (September 17th, 2008)

FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in connection with that certain funding agreement (the “Funding Agreement”), entered into by and between Principal Life Insurance Company, an Iowa insurance company (“Principal Life”), and Principal Life Income Fundings Trust 2008-81, a New York common law trust (the “Trust”), relating to the notes (the “Notes”) issued by the Trust, Principal Financial Group, Inc., a Delaware corporation and the indirect parent company of Principal Life (the “Guarantor”), hereby furnishes to the Trust its full and unconditional guarantee of the Guaranteed Amounts (as hereinafter defined) as follows:

Principal Life Insurance Co – GUARANTEE (September 17th, 2008)

FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in connection with that certain funding agreement (the “Funding Agreement”), entered into by and between Principal Life Insurance Company, an Iowa insurance company (“Principal Life”), and Principal Life Income Fundings Trust 2008-82, a New York common law trust (the “Trust”), relating to the notes (the “Notes”) issued by the Trust, Principal Financial Group, Inc., a Delaware corporation and the indirect parent company of Principal Life (the “Guarantor”), hereby furnishes to the Trust its full and unconditional guarantee of the Guaranteed Amounts (as hereinafter defined) as follows:

Principal Life Insurance Co – Ladies and Gentlemen: I am Vice President and Associate General Counsel of Principal Life Insurance Company (“Principal Life”). I or other attorneys in the Law Department of Principal Life, under my supervision, have reviewed the documents relating to the establishment of a program pursuant to which newly formed common law trusts formed under the laws of the State of New York will issue notes, with each trust’s notes to be secured by a funding agreement (in the form filed as an exhibit to the Registration Statement (as defined below)) to be entered into between Principal Life and the relevant (September 17th, 2008)

In furnishing this opinion, we have reviewed: (i) the Registration Statement, the Prospectus, the CoreNotes Prospectus Supplement and the pricing supplement dated September 9, 2008 (the “Pricing Supplement”), (ii) the trust agreement, dated as of the date of the Omnibus Instrument (the “Trust Agreement”), which adopts and incorporates the standard trust terms dated November 21, 2007, between U.S. Bank Trust National Association, as trustee, and GSS Holdings II, Inc., as trust beneficial owner, (iii) the indenture (the “Indenture”), which adopts and incorporates the standard indenture terms dated May 2, 2008, between Citibank, N.A., as indenture trustee and the Trust, (iv) the Distribution Agreement, dated November 21, 2007 entered into by and among Principal Life, PFG and the agents named therein, acknowledged and agreed to by the Trust pursuant to the terms agreement dated as of the date of the Omnibus Instrument executed by the Trust through the execution of the Omnibus Instrument, (

Principal Life Insurance Co – OMNIBUS INSTRUMENT (September 17th, 2008)

WHEREAS, the parties named herein desire to enter into certain Program Documents, by executing this Omnibus Instrument dated as of September 12, 2008, relating to the issuance by Principal Life Income Fundings Trust 2008-82 (the “Trust”) of Notes with a principal amount of $1,503,000 to investors under Principal Life’s secured notes program;

Principal Life Insurance Co – Ladies and Gentlemen: I am Vice President and Associate General Counsel of Principal Life Insurance Company (“Principal Life”). I or other attorneys in the Law Department of Principal Life, under my supervision, have reviewed the documents relating to the establishment of a program pursuant to which newly formed common law trusts formed under the laws of the State of New York will issue notes, with each trust’s notes to be secured by a funding agreement (in the form filed as an exhibit to the Registration Statement (as defined below)) to be entered into between Principal Life and the relevant (September 17th, 2008)

In furnishing this opinion, we have reviewed: (i) the Registration Statement, the Prospectus, the CoreNotes Prospectus Supplement and the pricing supplement dated September 8, 2008 (the “Pricing Supplement”), (ii) the trust agreement, dated as of the date of the Omnibus Instrument (the “Trust Agreement”), which adopts and incorporates the standard trust terms dated November 21, 2007, between U.S. Bank Trust National Association, as trustee, and GSS Holdings II, Inc., as trust beneficial owner, (iii) the indenture (the “Indenture”), which adopts and incorporates the standard indenture terms dated May 2, 2008, between Citibank, N.A., as indenture trustee and the Trust, (iv) the Distribution Agreement, dated November 21, 2007 entered into by and among Principal Life, PFG and the agents named therein, acknowledged and agreed to by the Trust pursuant to the terms agreement dated as of the date of the Omnibus Instrument executed by the Trust through the execution of the Omnibus Instrument, (

Principal Life Insurance Co – MTN GLOBAL FUNDING AGREEMENT Principal Life Insurance Company 711 High Street Des Moines, Iowa 50392-0001 (515) 247-5111 In consideration of the payment made by, or at the direction of, (September 17th, 2008)

This Agreement is executed by Principal Life at its Corporate Center to take effect as of the 17th day of September, 2008, which is referred to as the Effective Date, subject to the receipt by Principal Life or its designee of the Net Deposit (as set forth in Section 1).

Principal Life Insurance Co – MTN GLOBAL FUNDING AGREEMENT Principal Life Insurance Company 711 High Street Des Moines, Iowa 50392-0001 (515) 247-5111 In consideration of the payment made by, or at the direction of, (September 17th, 2008)

This Agreement is executed by Principal Life at its Corporate Center to take effect as of the 17th day of September, 2008, which is referred to as the Effective Date, subject to the receipt by Principal Life or its designee of the Net Deposit (as set forth in Section 1).

Principal Life Insurance Co – OMNIBUS INSTRUMENT (September 17th, 2008)

WHEREAS, the parties named herein desire to enter into certain Program Documents, by executing this Omnibus Instrument dated as of September 12, 2008, relating to the issuance by Principal Life Income Fundings Trust 2008-83 (the “Trust”) of Notes with a principal amount of $10,000,000 to investors under Principal Life’s secured notes program;

Principal Life Insurance Co – Ladies and Gentlemen: I am Vice President and Associate General Counsel of Principal Life Insurance Company (“Principal Life”). I or other attorneys in the Law Department of Principal Life, under my supervision, have reviewed the documents relating to the establishment of a program pursuant to which newly formed common law trusts formed under the laws of the State of New York will issue notes, with each trust’s notes to be secured by a funding agreement (in the form filed as an exhibit to the Registration Statement (as defined below)) to be entered into between Principal Life and the relevant (September 17th, 2008)

In furnishing this opinion, we have reviewed: (i) the Registration Statement, the Prospectus, the CoreNotes Prospectus Supplement and the pricing supplement dated September 8, 2008 (the “Pricing Supplement”), (ii) the trust agreement, dated as of the date of the Omnibus Instrument (the “Trust Agreement”), which adopts and incorporates the standard trust terms dated November 21, 2007, between U.S. Bank Trust National Association, as trustee, and GSS Holdings II, Inc., as trust beneficial owner, (iii) the indenture (the “Indenture”), which adopts and incorporates the standard indenture terms dated May 2, 2008, between Citibank, N.A., as indenture trustee and the Trust, (iv) the Distribution Agreement, dated November 21, 2007 entered into by and among Principal Life, PFG and the agents named therein, acknowledged and agreed to by the Trust pursuant to the terms agreement dated as of the date of the Omnibus Instrument executed by the Trust through the execution of the Omnibus Instrument, (

Principal Life Insurance Co – OMNIBUS INSTRUMENT (September 17th, 2008)

WHEREAS, the parties named herein desire to enter into certain Program Documents, by executing this Omnibus Instrument dated as of September 12, 2008, relating to the issuance by Principal Life Income Fundings Trust 2008-81 (the “Trust”) of Notes with a principal amount of $6,046,000 to investors under Principal Life’s secured notes program;

Principal Life Insurance Co – MTN GLOBAL FUNDING AGREEMENT Principal Life Insurance Company 711 High Street Des Moines, Iowa 50392-0001 (515) 247-5111 In consideration of the payment made by, or at the direction of, (September 17th, 2008)

This Agreement is executed by Principal Life at its Corporate Center to take effect as of the 17th day of September, 2008, which is referred to as the Effective Date, subject to the receipt by Principal Life or its designee of the Net Deposit (as set forth in Section 1).

Principal Life Insurance Co – GUARANTEE (September 17th, 2008)

FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in connection with that certain funding agreement (the “Funding Agreement”), entered into by and between Principal Life Insurance Company, an Iowa insurance company (“Principal Life”), and Principal Life Income Fundings Trust 2008-83, a New York common law trust (the “Trust”), relating to the notes (the “Notes”) issued by the Trust, Principal Financial Group, Inc., a Delaware corporation and the indirect parent company of Principal Life (the “Guarantor”), hereby furnishes to the Trust its full and unconditional guarantee of the Guaranteed Amounts (as hereinafter defined) as follows:

Principal Life Insurance Co – Ladies and Gentlemen: I am Vice President and Associate General Counsel of Principal Life Insurance Company (“Principal Life”). I or other attorneys in the Law Department of Principal Life, under my supervision, have reviewed the documents relating to the establishment of a program pursuant to which newly formed common law trusts formed under the laws of the State of New York will issue notes, with each trust’s notes to be secured by a funding agreement (in the form filed as an exhibit to the Registration Statement (as defined below)) to be entered into between Principal Life and the relevant (September 10th, 2008)

In furnishing this opinion, we have reviewed: (i) the Registration Statement, the Prospectus, the CoreNotes Prospectus Supplement and the pricing supplement dated September 2, 2008 (the “Pricing Supplement”), (ii) the trust agreement, dated as of the date of the Omnibus Instrument (the “Trust Agreement”), which adopts and incorporates the standard trust terms dated November 21, 2007, between U.S. Bank Trust National Association, as trustee, and GSS Holdings II, Inc., as trust beneficial owner, (iii) the indenture (the “Indenture”), which adopts and incorporates the standard indenture terms dated May 2, 2008, between Citibank, N.A., as indenture trustee and the Trust, (iv) the Distribution Agreement, dated November 21, 2007 entered into by and among Principal Life, PFG and the agents named therein, acknowledged and agreed to by the Trust pursuant to the terms agreement dated as of the date of the Omnibus Instrument executed by the Trust through the execution of the Omnibus Instrument, (

Principal Life Insurance Co – Ladies and Gentlemen: I am Vice President and Associate General Counsel of Principal Life Insurance Company (“Principal Life”). I or other attorneys in the Law Department of Principal Life, under my supervision, have reviewed the documents relating to the establishment of a program pursuant to which newly formed common law trusts formed under the laws of the State of New York will issue notes, with each trust’s notes to be secured by a funding agreement (in the form filed as an exhibit to the Registration Statement (as defined below)) to be entered into between Principal Life and the relevant (September 10th, 2008)

In furnishing this opinion, we have reviewed: (i) the Registration Statement, the Prospectus, the CoreNotes Prospectus Supplement and the pricing supplement dated September 2, 2008 (the “Pricing Supplement”), (ii) the trust agreement, dated as of the date of the Omnibus Instrument (the “Trust Agreement”), which adopts and incorporates the standard trust terms dated November 21, 2007, between U.S. Bank Trust National Association, as trustee, and GSS Holdings II, Inc., as trust beneficial owner, (iii) the indenture (the “Indenture”), which adopts and incorporates the standard indenture terms dated May 2, 2008, between Citibank, N.A., as indenture trustee and the Trust, (iv) the Distribution Agreement, dated November 21, 2007 entered into by and among Principal Life, PFG and the agents named therein, acknowledged and agreed to by the Trust pursuant to the terms agreement dated as of the date of the Omnibus Instrument executed by the Trust through the execution of the Omnibus Instrument, (

Principal Life Insurance Co – GUARANTEE (September 10th, 2008)

FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in connection with that certain funding agreement (the “Funding Agreement”), entered into by and between Principal Life Insurance Company, an Iowa insurance company (“Principal Life”), and Principal Life Income Fundings Trust 2008-80, a New York common law trust (the “Trust”), relating to the notes (the “Notes”) issued by the Trust, Principal Financial Group, Inc., a Delaware corporation and the indirect parent company of Principal Life (the “Guarantor”), hereby furnishes to the Trust its full and unconditional guarantee of the Guaranteed Amounts (as hereinafter defined) as follows:

Principal Life Insurance Co – OMNIBUS INSTRUMENT (September 10th, 2008)

WHEREAS, the parties named herein desire to enter into certain Program Documents, by executing this Omnibus Instrument dated as of September 5, 2008, relating to the issuance by Principal Life Income Fundings Trust 2008-80 (the “Trust”) of Notes with a principal amount of $10,000,000 to investors under Principal Life’s secured notes program;

Principal Life Insurance Co – GUARANTEE (September 10th, 2008)

FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in connection with that certain funding agreement (the “Funding Agreement”), entered into by and between Principal Life Insurance Company, an Iowa insurance company (“Principal Life”), and Principal Life Income Fundings Trust 2008-78, a New York common law trust (the “Trust”), relating to the notes (the “Notes”) issued by the Trust, Principal Financial Group, Inc., a Delaware corporation and the indirect parent company of Principal Life (the “Guarantor”), hereby furnishes to the Trust its full and unconditional guarantee of the Guaranteed Amounts (as hereinafter defined) as follows:

Principal Life Insurance Co – GUARANTEE (September 10th, 2008)

FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in connection with that certain funding agreement (the “Funding Agreement”), entered into by and between Principal Life Insurance Company, an Iowa insurance company (“Principal Life”), and Principal Life Income Fundings Trust 2008-79, a New York common law trust (the “Trust”), relating to the notes (the “Notes”) issued by the Trust, Principal Financial Group, Inc., a Delaware corporation and the indirect parent company of Principal Life (the “Guarantor”), hereby furnishes to the Trust its full and unconditional guarantee of the Guaranteed Amounts (as hereinafter defined) as follows:

Principal Life Insurance Co – OMNIBUS INSTRUMENT (September 10th, 2008)

WHEREAS, the parties named herein desire to enter into certain Program Documents, by executing this Omnibus Instrument dated as of September 5, 2008, relating to the issuance by Principal Life Income Fundings Trust 2008-78 (the “Trust”) of Notes with a principal amount of $9,519,000 to investors under Principal Life’s secured notes program;

Principal Life Insurance Co – OMNIBUS INSTRUMENT (September 10th, 2008)

WHEREAS, the parties named herein desire to enter into certain Program Documents, by executing this Omnibus Instrument dated as of September 5, 2008, relating to the issuance by Principal Life Income Fundings Trust 2008-79 (the “Trust”) of Notes with a principal amount of $1,443,000 to investors under Principal Life’s secured notes program;

Principal Life Insurance Co – Ladies and Gentlemen: I am Vice President and Associate General Counsel of Principal Life Insurance Company (“Principal Life”). I or other attorneys in the Law Department of Principal Life, under my supervision, have reviewed the documents relating to the establishment of a program pursuant to which newly formed common law trusts formed under the laws of the State of New York will issue notes, with each trust’s notes to be secured by a funding agreement (in the form filed as an exhibit to the Registration Statement (as defined below)) to be entered into between Principal Life and the relevant (September 10th, 2008)

In furnishing this opinion, we have reviewed: (i) the Registration Statement, the Prospectus, the CoreNotes Prospectus Supplement and the pricing supplement dated September 3, 2008 (the “Pricing Supplement”), (ii) the trust agreement, dated as of the date of the Omnibus Instrument (the “Trust Agreement”), which adopts and incorporates the standard trust terms dated November 21, 2007, between U.S. Bank Trust National Association, as trustee, and GSS Holdings II, Inc., as trust beneficial owner, (iii) the indenture (the “Indenture”), which adopts and incorporates the standard indenture terms dated May 2, 2008, between Citibank, N.A., as indenture trustee and the Trust, (iv) the Distribution Agreement, dated November 21, 2007 entered into by and among Principal Life, PFG and the agents named therein, acknowledged and agreed to by the Trust pursuant to the terms agreement dated as of the date of the Omnibus Instrument executed by the Trust through the execution of the Omnibus Instrument, (

Principal Life Insurance Co – MTN GLOBAL FUNDING AGREEMENT Principal Life Insurance Company 711 High Street Des Moines, Iowa 50392-0001 (515) 247-5111 In consideration of the payment made by, or at the direction of, (September 10th, 2008)

This Agreement is executed by Principal Life at its Corporate Center to take effect as of the 10th day of September, 2008, which is referred to as the Effective Date, subject to the receipt by Principal Life or its designee of the Net Deposit (as set forth in Section 1).

Principal Life Insurance Co – MTN GLOBAL FUNDING AGREEMENT Principal Life Insurance Company 711 High Street Des Moines, Iowa 50392-0001 (515) 247-5111 In consideration of the payment made by, or at the direction of, (September 10th, 2008)

This Agreement is executed by Principal Life at its Corporate Center to take effect as of the 10th day of September, 2008, which is referred to as the Effective Date, subject to the receipt by Principal Life or its designee of the Net Deposit (as set forth in Section 1).

Principal Life Insurance Co – MTN GLOBAL FUNDING AGREEMENT Principal Life Insurance Company 711 High Street Des Moines, Iowa 50392-0001 (515) 247-5111 In consideration of the payment made by, or at the direction of, (September 10th, 2008)

This Agreement is executed by Principal Life at its Corporate Center to take effect as of the 10th day of September, 2008, which is referred to as the Effective Date, subject to the receipt by Principal Life or its designee of the Net Deposit (as set forth in Section 1).

Principal Life Insurance Co – MTN GLOBAL FUNDING AGREEMENT Principal Life Insurance Company 711 High Street Des Moines, Iowa 50392-0001 (515) 247-5111 In consideration of the payment made by, or at the direction of, (September 4th, 2008)

This Agreement is executed by Principal Life at its Corporate Center to take effect as of the 4th day of September, 2008, which is referred to as the Effective Date, subject to the receipt by Principal Life or its designee of the Net Deposit (as set forth in Section 1).

Principal Life Insurance Co – Ladies and Gentlemen: I am Vice President and Associate General Counsel of Principal Life Insurance Company (“Principal Life”). I or other attorneys in the Law Department of Principal Life, under my supervision, have reviewed the documents relating to the establishment of a program pursuant to which newly formed common law trusts formed under the laws of the State of New York will issue notes, with each trust’s notes to be secured by a funding agreement (in the form filed as an exhibit to the Registration Statement (as defined below)) to be entered into between Principal Life and the relevant (September 4th, 2008)

In furnishing this opinion, we have reviewed: (i) the Registration Statement, the Prospectus, the CoreNotes Prospectus Supplement and the pricing supplement dated August 25, 2008 (the “Pricing Supplement”), (ii) the trust agreement, dated as of the date of the Omnibus Instrument (the “Trust Agreement”), which adopts and incorporates the standard trust terms dated November 21, 2007, between U.S. Bank Trust National Association, as trustee, and GSS Holdings II, Inc., as trust beneficial owner, (iii) the indenture (the “Indenture”), which adopts and incorporates the standard indenture terms dated May 2, 2008, between Citibank, N.A., as indenture trustee and the Trust, (iv) the Distribution Agreement, dated November 21, 2007 entered into by and among Principal Life, PFG and the agents named therein, acknowledged and agreed to by the Trust pursuant to the terms agreement dated as of the date of the Omnibus Instrument executed by the Trust through the execution of the Omnibus Instrument, (v)

Principal Life Insurance Co – OMNIBUS INSTRUMENT (September 4th, 2008)

WHEREAS, the parties named herein desire to enter into certain Program Documents, by executing this Omnibus Instrument dated as of August 29, 2008, relating to the issuance by Principal Life Income Fundings Trust 2008-76 (the “Trust”) of Notes with a principal amount of $1,443,000 to investors under Principal Life’s secured notes program;

Principal Life Insurance Co – GUARANTEE (September 4th, 2008)

FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in connection with that certain funding agreement (the “Funding Agreement”), entered into by and between Principal Life Insurance Company, an Iowa insurance company (“Principal Life”), and Principal Life Income Fundings Trust 2008-76, a New York common law trust (the “Trust”), relating to the notes (the “Notes”) issued by the Trust, Principal Financial Group, Inc., a Delaware corporation and the indirect parent company of Principal Life (the “Guarantor”), hereby furnishes to the Trust its full and unconditional guarantee of the Guaranteed Amounts (as hereinafter defined) as follows:

Principal Life Insurance Co – GUARANTEE (September 4th, 2008)

FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in connection with that certain funding agreement (the “Funding Agreement”), entered into by and between Principal Life Insurance Company, an Iowa insurance company (“Principal Life”), and Principal Life Income Fundings Trust 2008-77, a New York common law trust (the “Trust”), relating to the notes (the “Notes”) issued by the Trust, Principal Financial Group, Inc., a Delaware corporation and the indirect parent company of Principal Life (the “Guarantor”), hereby furnishes to the Trust its full and unconditional guarantee of the Guaranteed Amounts (as hereinafter defined) as follows:

Principal Life Insurance Co – OMNIBUS INSTRUMENT (September 4th, 2008)

WHEREAS, the parties named herein desire to enter into certain Program Documents, by executing this Omnibus Instrument dated as of August 29, 2008, relating to the issuance by Principal Life Income Fundings Trust 2008-77 (the “Trust”) of Notes with a principal amount of $743,000 to investors under Principal Life’s secured notes program;

Principal Life Insurance Co – MTN GLOBAL FUNDING AGREEMENT Principal Life Insurance Company 711 High Street Des Moines, Iowa 50392-0001 (515) 247-5111 In consideration of the payment made by, or at the direction of, (September 4th, 2008)

This Agreement is executed by Principal Life at its Corporate Center to take effect as of the 4th day of September, 2008, which is referred to as the Effective Date, subject to the receipt by Principal Life or its designee of the Net Deposit (as set forth in Section 1).

Principal Life Insurance Co – Ladies and Gentlemen: I am Vice President and Associate General Counsel of Principal Life Insurance Company (“Principal Life”). I or other attorneys in the Law Department of Principal Life, under my supervision, have reviewed the documents relating to the establishment of a program pursuant to which newly formed common law trusts formed under the laws of the State of New York will issue notes, with each trust’s notes to be secured by a funding agreement (in the form filed as an exhibit to the Registration Statement (as defined below)) to be entered into between Principal Life and the relevant (September 4th, 2008)

In furnishing this opinion, we have reviewed: (i) the Registration Statement, the Prospectus, the CoreNotes Prospectus Supplement and the pricing supplement dated August 25, 2008 (the “Pricing Supplement”), (ii) the trust agreement, dated as of the date of the Omnibus Instrument (the “Trust Agreement”), which adopts and incorporates the standard trust terms dated November 21, 2007, between U.S. Bank Trust National Association, as trustee, and GSS Holdings II, Inc., as trust beneficial owner, (iii) the indenture (the “Indenture”), which adopts and incorporates the standard indenture terms dated May 2, 2008, between Citibank, N.A., as indenture trustee and the Trust, (iv) the Distribution Agreement, dated November 21, 2007 entered into by and among Principal Life, PFG and the agents named therein, acknowledged and agreed to by the Trust pursuant to the terms agreement dated as of the date of the Omnibus Instrument executed by the Trust through the execution of the Omnibus Instrument, (v)

Principal Life Insurance Co – GUARANTEE (August 27th, 2008)

FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in connection with that certain funding agreement (the “Funding Agreement”), entered into by and between Principal Life Insurance Company, an Iowa insurance company (“Principal Life”), and Principal Life Income Fundings Trust 2008-74, a New York common law trust (the “Trust”), relating to the notes (the “Notes”) issued by the Trust, Principal Financial Group, Inc., a Delaware corporation and the indirect parent company of Principal Life (the “Guarantor”), hereby furnishes to the Trust its full and unconditional guarantee of the Guaranteed Amounts (as hereinafter defined) as follows:

Principal Life Insurance Co – MTN GLOBAL FUNDING AGREEMENT Principal Life Insurance Company 711 High Street Des Moines, Iowa 50392-0001 (515) 247-5111 In consideration of the payment made by, or at the direction of, (August 27th, 2008)

This Agreement is executed by Principal Life at its Corporate Center to take effect as of the 27th day of August, 2008, which is referred to as the Effective Date, subject to the receipt by Principal Life or its designee of the Net Deposit (as set forth in Section 1).

Principal Life Insurance Co – Ladies and Gentlemen: I am Vice President and Associate General Counsel of Principal Life Insurance Company (“Principal Life”). I or other attorneys in the Law Department of Principal Life, under my supervision, have reviewed the documents relating to the establishment of a program pursuant to which newly formed common law trusts formed under the laws of the State of New York will issue notes, with each trust’s notes to be secured by a funding agreement (in the form filed as an exhibit to the Registration Statement (as defined below)) to be entered into between Principal Life and the relevant (August 27th, 2008)

In furnishing this opinion, we have reviewed: (i) the Registration Statement, the Prospectus, the CoreNotes Prospectus Supplement and the pricing supplement dated August 18, 2008 (the “Pricing Supplement”), (ii) the trust agreement, dated as of the date of the Omnibus Instrument (the “Trust Agreement”), which adopts and incorporates the standard trust terms dated November 21, 2007, between U.S. Bank Trust National Association, as trustee, and GSS Holdings II, Inc., as trust beneficial owner, (iii) the indenture (the “Indenture”), which adopts and incorporates the standard indenture terms dated May 2, 2008, between Citibank, N.A., as indenture trustee and the Trust, (iv) the Distribution Agreement, dated November 21, 2007 entered into by and among Principal Life, PFG and the agents named therein, acknowledged and agreed to by the Trust pursuant to the terms agreement dated as of the date of the Omnibus Instrument executed by the Trust through the execution of the Omnibus Instrument, (v)