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, 2005, among Principal Financial
Group, Inc. (hereinafter called the "Company"), a Delaware corporation having
its principal office at 711 High Street, Des Moines, Iowa 50392, and
Computershare Trust Company, Inc. a Colorado corporation (hereinafter sometimes
called the "Calculation Agent," which term shall, unless the context shall
otherwise require, include its successors and assigns), having its principal
corporate trust office at 350 Indiana Street, Suite 800, Golden, Colorado 80401.
Recitals of the Company
The Company is issuing on the date hereof (i) 3,000,000 shares of
preferred stock, each representing a share of the Series A Non-Cumulative
Perpetual Preferred Stock (Ten-Year Initial Fixed Rate Period) (the "Series A
Preferred Stock") having a liquidation preference equivalent to $100 per share,
and (ii) 10,000,000 shares of preferred stock, each representing a share of the
Series B Non-Cumulative Perpetual Preferred Stock (Thirty-Year Initial Fixed
Rate Period) (the "Series B Preferred Stock", and together with the Series A
Preferred Stock, the "Preferred Stock") having a liquidation preference
equivalent to $25 per share. The Series A Preferred Stock was issued by the
Company pursuant to the terms of the certificate of designations dated as of
June 16, 2005 (the "Series A Certificate of Designations") and the Series B
Preferred Stock was issued by the Company pursuant to the terms of the
certificate of designations dated as of June 16, 2005 (the "Series B Certificate
of Designations", and together with the Series A Certificate of Designations,
the "Certificates"). Capitalized terms used in this Agreement and not otherwise
defined herein are used as defined in the Certificates, as applicable.
The Initial Dividend Rates on the Series A Preferred Stock and the
Series B Preferred Stock will be 5.563 % per annum from June 17, 2005 until the
Dividend Payment Date in June 2015 and 6.518% per annum from June 17, 2005 until
the Dividend Payment Date in June 2035, respectively (each, an "Initial Fixed
Rate Period"). Thereafter, the Dividend Rates for the Preferred Stock may be at
Fixed Rates determined through Remarketing of the Preferred Stock for specific
periods of varying lengths not less than six months or may be at Floating Rates
reset quarterly equal to the Adjustable Rate (as defined below) plus (i) 1.45%,
in the case of the Series A Preferred Stock and (ii) 2.10%, in the case of the
Series B Preferred Stock. The Company
desires to engage the Calculation Agent to perform certain services in
connection with the Preferred Stock while the Preferred Stock bears interest at
Floating Rates.
NOW IT IS HEREBY, AGREED THAT:
1. The Company hereby appoints Computershare Trust Company, Inc. at its
corporate trust office in The City of New York, as Calculation Agent (in such
capacity, the "Calculation Agent") for the Preferred Stock, upon the terms and
subject to the conditions herein mentioned, and Computershare Trust Company,
Inc. hereby accepts such appointment. The Calculation Agent shall act as an
agent of the Company for the purpose of determining the Floating Rates on the
Preferred Stock.
2. The Company has delivered to the Calculation Agent (i) a copy of the
form of the global stock certificate representing the Series A Preferred Stock
and a copy of the Series A Certificate of Designations, including copies of all
terms and conditions relating to the determination of the Floating Rates
thereunder and (ii) a copy of the form of the global stock certificate
representing the Series B Preferred Stock and a copy of the Series B Certificate
of Designations, including copies of all terms and conditions relating to the
determination of the Floating Rates thereunder. The Calculation Agent hereby