Principal Financial Group Inc. ▼

PRINCIPAL FINANCIAL GROUP

PROTOTYPE

FOR

SAVINGS PLANS

IRS SERIAL NO. K2O5395a
ADOPTION AGREEMENT PLAN NO. 002
TO BE USED WITH BASIC PLAN NO. 02
APPROVED: AUGUST 7, 2001
203

Principal Life
Insurance Company
Des Moines. Iowa 50392-0001

Dear Applicant:

In our opinion, the form of the plan identified above is acceptable under section 401 of the Internal Revenue Code for use by employers for the benefit of their employees. This opinion relates only to the acceptability of the form of the plan under the Internal Revenue Code. It is not an opinion of the effect of other Federal or local statutes.

You must furnish a copy of this letter to each employer who adopts this plan. You are also required to send a copy of the approved form of the plan, any approved amendments and related documents to Employee Plans Determinations in Cincinnati at the address specified in section 9.11 of Rev. Proc. 2000-20, 2000-6 I.R.B. 553.

This letter considers the changes in qualifications requirements made by the Uruguay Round Agreements Act (GATT), Pub. L. 103-465, the Small Business Job Protection Act of 1996, Pub. L. 104-188, the Uniformed Services Employment and Reemployment Rights Act of 1994, Pub. L. 103-353, the Taxpayer Relief Act of 1997, Pub. L. 105-34, the Internal Revenue Service Restructuring and Reform Act of 1998, Pub. L. 105-206 and the Community Renewal Tax Relief Act of 2000, Pub. L. 106-554. These laws are referred to collectively as GUST.

Our opinion on the acceptability of the form of the plan is not a ruling or determination as to whether an employer's plan qualifies under Code section 401(a). However, an employer that adopts this plan may rely on this letter with respect to the qualification of its plan under Code section 401(a), except as provided below, provided the eligibility requirements and contribution or benefit provisions are not more favorable for highly compensated employees than for other employees. The terms of the plan must be followed in operation. Except as stated below, Employee Plans Determinations will not issue a determination letter with respect to this plan.

PRINCIPAL FINANCIAL GROUP, INC.

ANNUAL INCENTIVE PLAN

SECTION 1
PURPOSE

        The purpose of the Principal Financial Group, Inc. Annual Incentive Plan is to permit Principal Financial Group, Inc. (the "Company"), through awards of annual incentive compensation that satisfy the requirements for performance-based compensation under Section 162(m) of the Internal Revenue Code, to attract and retain executives and to motivate these executives to promote the profitability and growth of the Company.

SECTION 2
DEFINITIONS

  . . .

                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 Preferred Stock

                     (Thirty-Year Initial Fixed Rate Period)
                 (Liquidation Preference Equivalent to $25 Per
                       Share of Series A Preferred Stock)

                           CALCULATION AGENT AGREEMENT

        THIS AGREEMENT dated as of June 17,  . . .

                      PRINCIPAL MUTUAL HOLDING COMPANY AND

                        PRINCIPAL LIFE INSURANCE COMPANY



                     CHANGE OF CONTROL EMPLOYMENT AGREEMENT


                             (TIER ONE EXECUTIVES)
   2

                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
                                TABLE OF CONTENTS

Article I. Certain Definitions ........................................... . . .

PRINCIPAL FINANCIAL GROUP, INC.

AND

PRINCIPAL LIFE INSURANCE COMPANY

CHANGE OF CONTROL EMPLOYMENT AGREEMENT

                              CUSTODIAL AGREEMENT

                  THIS CUSTODIAL AGREEMENT (this "CUSTODIAL AGREEMENT") is
entered into as of March 5, 2004, among Bankers Trust Company, N.A., a
national banking association, acting as custodian (the "CUSTODIAN"), Citibank,
N.A. in its capacity as indenture trustee (the "INDENTURE TRUSTEE") for the
holders of the notes (the "NOTES") to be issued by each trust (each a "TRUST")
organized in connection with the Principal Life Insurance Company Secured Notes
Program (the "PROGRAM" . . .

                              CUSTODIAL AGREEMENT

                  THIS CUSTODIAL AGREEMENT (this "CUSTODIAL AGREEMENT") is
entered into as of o, 2003, among Bankers Trust Company, N.A., a national
banking association, acting as custodian (the "CUSTODIAN"), Citibank, N.A. in
its capacity as indenture trustee (the "INDENTURE TRUSTEE") for the holders of
the notes (the "NOTES") to be issued by each trust (each a "TRUST") organized in
connection with the Principal Life Insurance Company Secured Notes Program (the
"PROGRAM"),  . . .

                        THIS CUSTODIAL AGREEMENT (this "CUSTODIAL AGREEMENT") is
entered into as of o, 2006 among Bankers Trust Company, N.A., a national banking
association, acting as custodian (the "CUSTODIAN"), Citibank, N.A. in its
capacity as indenture trustee (the "INDENTURE TRUSTEE") for the holders of the
notes (the "NOTES") to be issued by each trust (each a "TRUST") organized in
connection with the Principal Life Insurance Company Secured Notes Program (the
"PROGRAM"), and U.S. Bank Trust National Association, as trustee ( . . .

                               CUSTODIAL AGREEMENT

                        THIS CUSTODIAL AGREEMENT (this "CUSTODIAL AGREEMENT") is
entered into as of o, 2006 among Bankers Trust Company, N.A., a national banking
association, acting as custodian (the "CUSTODIAN"), Citibank, N.A. in its
capacity as indenture trustee (the "INDENTURE TRUSTEE") for the holders of the
notes (the "NOTES") to be issued by each trust (each a "TRUST") organized in
connection with the Principal Life Insurance Company Secured Notes Program (the
"PROGRAM" . . .

                              CUSTODIAL AGREEMENT

                  THIS CUSTODIAL AGREEMENT (this "CUSTODIAL AGREEMENT") is
entered into as of March 5, 2004, among Bankers Trust Company, N.A., a
national banking association, acting as custodian (the "CUSTODIAN"), Citibank,
N.A. in its capacity as indenture trustee (the "INDENTURE TRUSTEE") for the
holders of the notes (the "NOTES") to be issued by each trust (each a "TRUST")
organized in connection with the Principal Life Insurance Company Secured Notes
Program (the "PROGRAM" . . .

                              CUSTODIAL AGREEMENT

                  THIS CUSTODIAL AGREEMENT (this "CUSTODIAL AGREEMENT") is
entered into as of o, 2003, among Bankers Trust Company, N.A., a national
banking association, acting as custodian (the "CUSTODIAN"), Citibank, N.A. in
its capacity as indenture trustee (the "INDENTURE TRUSTEE") for the holders of
the notes (the "NOTES") to be issued by each trust (each a "TRUST") organized in
connection with the Principal Life Insurance Company Secured Notes Program (the
"PROGRAM"),  . . .

===============================================================

ASYA KATILIM BANKASI A.S.

AND

THE BANK OF NEW YORK

As Depositary

AND

OWNERS AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS

Deposit Agreement

Dated as of December ___, 2007

===============================================================

DEPOSIT AGREEMENT

DEPOSIT AGREEMENT dated as of December ___, 2007, among ASYA KATILIM BANKASI A. S., incorporated under the laws of the Republic of Turkey (herein called the Issuer), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all  . . .

                         PRINCIPAL FINANCIAL GROUP, INC.
                              DIRECTORS STOCK PLAN

                                   ARTICLE I.
                                     PURPOSE

          The purposes of the "PRINCIPAL FINANCIAL GROUP, INC. DIRECTORS STOCK
PLAN" (the "Plan") are to enable the Company to attract, retain and motivate the
best qualified non-employee directors and to enhance a long-term aligning of
interests between the non-employee directors and stockholders of the Company by
granting equity-based awards as provided herein.

  . . .

                              EMPLOYMENT AGREEMENT

     This EMPLOYMENT AGREEMENT (the "Agreement") dated as of 5/19, 2000
("Agreement Date") by and between Principal Mutual Holding Company, an Iowa
mutual holding company (together with all successors thereto, "Mutual"),
Principal Financial Group, Inc., an Iowa corporation, 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 " . . .

                         EXPENSE AND INDEMNITY AGREEMENT

         This Expense and Indemnity Agreement (this "Agreement") is entered into
as of o, 2003, by and between Principal Life Insurance Company, an Iowa life
insurance company ("Principal Life"), and U.S. Bank Trust National Association,
as trustee (the "Trustee"), on behalf of itself and on behalf of each Trust
organized in connection with the Program.

         WHEREAS, in consideration of the Trustee providing services to each
Trust created in connection with the Program and pursuant to the  . . .

                         EXPENSE AND INDEMNITY AGREEMENT

         This Expense and Indemnity Agreement (this "Agreement") is entered into
as of [ ], 2003, by and between Principal Life Insurance Company, an Iowa life
insurance company ("Principal Life"), and GSS Holdings II, Inc., as trust
beneficial owner (the "Trust Beneficial Owner").

         WHEREAS, in consideration of the Trust Beneficial Owner being the sole
beneficial owner of each Trust created in connection with the Program and
pursuant to the Program Documents, Principal Life hereby agrees  . . .

                         EXPENSE AND INDEMNITY AGREEMENT

         This Expense and Indemnity Agreement (this "Agreement") is entered into
as of o, 2003, by and between Principal Life Insurance Company, an Iowa life
insurance company ("Principal Life"), and Bankers Trust Company, N.A., as
custodian (the "Custodian").

         WHEREAS, in consideration of the Custodian providing services to each
Trust created in connection with the Program and pursuant to the Program
Documents, Principal Life hereby agrees to the following compensation
arrangements and  . . .

                         EXPENSE AND INDEMNITY AGREEMENT

            This Expense and Indemnity Agreement (this "Agreement") is entered
into as of [ o ], by and between Principal Life Insurance Company, an Iowa life
insurance company ("Principal Life"), and U.S. Bank Trust National Association,
as trustee (the "Trustee"), on behalf of itself and on behalf of each Trust
organized in connection with the Program.

            WHEREAS, in consideration of the Trustee providing services to each
Trust created in connection with the Program and pursuant to the  . . .

                         EXPENSE AND INDEMNITY AGREEMENT

         This Expense and Indemnity Agreement (this "Agreement") is entered into
as of [ o ], by and between Principal Life Insurance Company, an Iowa life
insurance company ("Principal Life"), and Citibank, N.A., as indenture trustee,
registrar, transfer agent, paying agent and calculation agent ("Citibank").

         WHEREAS, in consideration of Citibank providing services to each Trust
created in connection with the Program and pursuant to the Program Documents
under which Citibank will have  . . .

                         EXPENSE AND INDEMNITY AGREEMENT

            This Expense and Indemnity Agreement (this "Agreement") is entered
into as of [ o ], by and between Principal Life Insurance Company, an Iowa life
insurance company ("Principal Life"), and GSS Holdings II, Inc., as trust
beneficial owner (the "Trust Beneficial Owner").

            WHEREAS, in consideration of the Trust Beneficial Owner being the
sole beneficial owner of each Trust created in connection with the Program and
pursuant to the Program Documents, Principal Life hereby agrees  . . .

                         EXPENSE AND INDEMNITY AGREEMENT

         This Expense and Indemnity Agreement (this "Agreement") is entered into
as of [ o ], by and between Principal Life Insurance Company, an Iowa life
insurance company ("Principal Life"), and Bankers Trust Company, N.A., as
custodian (the "Custodian").

         WHEREAS, in consideration of the Custodian providing services to each
Trust created in connection with the Program and pursuant to the Program
Documents, Principal Life hereby agrees to the following compensation
arrangements and  . . .

                         EXPENSE AND INDEMNITY AGREEMENT

            This Expense and Indemnity Agreement (this "Agreement") is entered
into as of [ o ], by and between Principal Life Insurance Company, an Iowa life
insurance company ("Principal Life"), and U.S. Bank Trust National Association,
as trustee (the "Trustee"), on behalf of itself and on behalf of each Trust
organized in connection with the Program.

            WHEREAS, in consideration of the Trustee providing services to each
Trust created in connection with the Program and pursuant to the  . . .

                         EXPENSE AND INDEMNITY AGREEMENT

         This Expense and Indemnity Agreement (this "Agreement") is entered into
as of [ o ], by and between Principal Life Insurance Company, an Iowa life
insurance company ("Principal Life"), and Citibank, N.A., as indenture trustee,
registrar, transfer agent, paying agent and calculation agent ("Citibank").

         WHEREAS, in consideration of Citibank providing services to each Trust
created in connection with the Program and pursuant to the Program Documents
under which Citibank will have  . . .

                         EXPENSE AND INDEMNITY AGREEMENT

            This Expense and Indemnity Agreement (this "Agreement") is entered
into as of [ o ], by and between Principal Life Insurance Company, an Iowa life
insurance company ("Principal Life"), and GSS Holdings II, Inc., as trust
beneficial owner (the "Trust Beneficial Owner").

            WHEREAS, in consideration of the Trust Beneficial Owner being the
sole beneficial owner of each Trust created in connection with the Program and
pursuant to the Program Documents, Principal Life hereby agrees  . . .

                         EXPENSE AND INDEMNITY AGREEMENT

         This Expense and Indemnity Agreement (this "Agreement") is entered into
as of [ o ], by and between Principal Life Insurance Company, an Iowa life
insurance company ("Principal Life"), and Bankers Trust Company, N.A., as
custodian (the "Custodian").

         WHEREAS, in consideration of the Custodian providing services to each
Trust created in connection with the Program and pursuant to the Program
Documents, Principal Life hereby agrees to the following compensation
arrangements and  . . .

                        EXPENSE AND INDEMNITY AGREEMENT

         This Expense and Indemnity Agreement (this "Agreement") is entered into
as of o, 2003, by and between Principal Life Insurance Company, an Iowa life
insurance company ("Principal Life"), and Citibank, N.A., as indenture trustee,
registrar, transfer agent, paying agent and calculation agent ("Citibank").

         WHEREAS, in consideration of Citibank providing services to each Trust
created in connection with the Program and pursuant to the Program Documents
under which Citibank will have  . . .

                         EXPENSE AND INDEMNITY AGREEMENT

         This Expense and Indemnity Agreement (this "Agreement") is entered into
as of o, 2003, by and between Principal Life Insurance Company, an Iowa life
insurance company ("Principal Life"), and U.S. Bank Trust National Association,
as trustee (the "Trustee"), on behalf of itself and on behalf of each Trust
organized in connection with the Program.

         WHEREAS, in consideration of the Trustee providing services to each
Trust created in connection with the Program and pursuant to the  . . .

                        EXPENSE AND INDEMNITY AGREEMENT

         This Expense and Indemnity Agreement (this "Agreement") is entered into
as of o, 2003, by and between Principal Life Insurance Company, an Iowa life
insurance company ("Principal Life"), and Citibank, N.A., as indenture trustee,
registrar, transfer agent, paying agent and calculation agent ("Citibank").

         WHEREAS, in consideration of Citibank providing services to each Trust
created in connection with the Program and pursuant to the Program Documents
under which Citibank will have  . . .

                         EXPENSE AND INDEMNITY AGREEMENT

         This Expense and Indemnity Agreement (this "Agreement") is entered into
as of [ ], 2003, by and between Principal Life Insurance Company, an Iowa life
insurance company ("Principal Life"), and GSS Holdings II, Inc., as trust
beneficial owner (the "Trust Beneficial Owner").

         WHEREAS, in consideration of the Trust Beneficial Owner being the sole
beneficial owner of each Trust created in connection with the Program and
pursuant to the Program Documents, Principal Life hereby agrees  . . .

                         EXPENSE AND INDEMNITY AGREEMENT

         This Expense and Indemnity Agreement (this "Agreement") is entered into
as of o, 2003, by and between Principal Life Insurance Company, an Iowa life
insurance company ("Principal Life"), and Bankers Trust Company, N.A., as
custodian (the "Custodian").

         WHEREAS, in consideration of the Custodian providing services to each
Trust created in connection with the Program and pursuant to the Program
Documents, Principal Life hereby agrees to the following compensation
arrangements and  . . .

                        PRINCIPAL LIFE INSURANCE COMPANY

                                 $4,000,000,000

                        SECURED MEDIUM-TERM NOTES PROGRAM

                     PRINCIPAL(R) LIFE CORENOTES(R) PROGRAM

                             DISTRIBUTION AGREEMENT

                                                                   March 5, 2004

Merrill Lynch, Pierce, Fenner & Smith
     Incorporated
Four World Financial Center, North Tower
New York, New York 10080

ABN AMRO Incorporated
55 East 52nd Street, 6th Floor
New York, New York 10055

Citigroup  . . .

                        PRINCIPAL LIFE INSURANCE COMPANY

                                 $4,000,000,000

                        SECURED MEDIUM-TERM NOTES PROGRAM
                     PRINCIPAL(R) LIFE CORENOTES(SM) PROGRAM

                             DISTRIBUTION AGREEMENT


                                                              [__________], 2003

Merrill Lynch, Pierce, Fenner & Smith
            Incorporated

[OTHER AGENTS]

Ladies and Gentlemen:

         1. Introductory. Each of (a) Principal Life Insurance Company, an Iowa
life insurance company (the " . . .

                             FISCAL AGENCY AGREEMENT

                                      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 Agent

               . . .

                               GUARANTEE AGREEMENT


                                     Between



                         Principal Financial Group, Inc.
                                 (as Guarantor)


                                       and



                            Wilmington Trust Company
                                  (as Trustee)




                                   dated as of




                                        -



================================================================================


                          . . .

                               GUARANTEE AGREEMENT

                                     Between

                         Principal Financial Group, Inc.
                                 (as Guarantor)

                                       and

                            Wilmington Trust Company
                                  (as Trustee)

                                   dated as of

                                        -

                             CROSS-REFERENCE TABLE*



         Section of                                              . . .

                               GUARANTEE AGREEMENT

                                     Between

                         Principal Financial Group, Inc.

                                 (as Guarantor)

                                       and

                            Wilmington Trust Company

                                  (as Trustee)

                                   dated as of

                                        -




================================================================================



                             CROSS- . . .

                                    GUARANTEE


         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 o - o, 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  . . .

                         PRINCIPAL FINANCIAL GROUP, INC.

                                       to

                            WILMINGTON TRUST COMPANY

                                     Trustee


                          JUNIOR SUBORDINATED INDENTURE

                               Dated as of _, 200_

                                TABLE OF CONTENTS



                                                                                                Page
                                                                                                -- . . .

                         PRINCIPAL FINANCIAL GROUP, INC.

                                       to

                            WILMINGTON TRUST COMPANY

                                     Trustee


                          JUNIOR SUBORDINATED INDENTURE

                               Dated as of _, 200_

                                TABLE OF CONTENTS



                                                                                                Page
                                                                                                -- . . .

                         PRINCIPAL FINANCIAL GROUP, INC.

                                       to

                            WILMINGTON TRUST COMPANY

                                     Trustee


                          JUNIOR SUBORDINATED INDENTURE

                               Dated as of _, 200_

                                TABLE OF CONTENTS



                                                                                                Page
                                                                                                -- . . .