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EXHIBIT 4.8
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,
PRINCIPAL LIFE INCOME FUNDINGS TRUST o
(the "Agreement Holder")
of the Net Deposit, as described below, Principal Life Insurance
Company
("Principal Life") agrees to make payments to the person or persons
entitled to
them, subject to the provisions of this funding agreement (this
"Agreement").
This Agreement is delivered in and subject to the laws of the State
of Iowa.
This Agreement is issued and accepted subject to all the terms set
out in it.
This Agreement is executed by Principal Life at its Corporate
Center to take
effect as of the o day of o, 200o, 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).
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Registrar
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Date
GLOBAL FUNDING AGREEMENT NO. o
RESTRICTIONS REGARDING THE TRANSFER OR SALE OF
THIS
FUNDING AGREEMENT OR ANY INTEREST HEREIN ARE SET FORTH HEREIN
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FUNDING AGREEMENT
NO. o
This Agreement is issued in connection with the issuance by the
Trust
(specified in the Annex) of Secured Notes (the "Notes") which are
identified in
the annex hereto (the "Annex") and which are being issued by the
Trust pursuant
to the Prospectus dated o, the Prospectus Supplement dated o, as
from time to
time amended or supplemented, and the Pricing Supplement applicable
to the Notes
(the "Pricing Supplement"). Capitalized terms not otherwise defined
herein shall
have the meanings ascribed to them in the Notes. Where used in this
Agreement,
the term "Notes" shall mean the Notes secured by this Agreement as
the same
exist on the Effective Date, without giving effect to any
amendments or
modifications to said Notes effected or made after any such
Effective Date
unless such amendments or modifications to said Notes have been
consented to in
writing by Principal Life.
1.
DEPOSIT
Principal Life agrees to accept, and the Agreement Holder agrees to
pay
or cause to be paid to Principal Life, for value on the Effective
Date,
the Net Deposit (as specified in the Annex). All funds received
by
Principal Life under this Agreement shall become the exclusive
property
of Principal Life and remain a part of Principal Life's general
account
without any duty or requirement of segregation or separate
investment.
This Agreement shall become effective only upon the receipt by
Principal Life or its designee of the Net Deposit.
2.
FUND
Upon receipt of the Net Deposit, Principal Life will establish,
under
this Agreement, a bookkeeping account in the name of the
Agreement
Holder, which will evidence Principal Life's obligations under
this
Agreement.
The Deposit deemed received (as specified in the Annex), (i) less
any
withdrawals to make payments hereunder and (ii) plus any
interest
accrued and premium, if any, pursuant to Section 7, will be
referred to
as the "Fund".
Principal Life is
neither a trustee nor a fiduciary with respect to the
Fund.
3.
PURCHASE OF NOTES BY PRINCIPAL LIFE.
Principal Life may purchase some or all of the Notes in the open
market
or otherwise at any time, and from time to time. Simultaneously,
upon
such purchase, (1) the purchased Notes shall, by their terms
become
mandatorily redeemable by the Trust as specified in the related
Pricing
Supplement, Prospectus Supplement and/or Prospectus and (2) the
Fund
under this Agreement shall be permanently reduced by the same
percentage as the principal amount of the Notes so redeemed bears
to
the sum of (i) the aggregate principal amount of all Notes issued
and
outstanding
immediately prior to such redemption and (ii) the principal
amount of the Trust Beneficial Interest related to such Notes.
If
Principal Life, in its sole discretion, engages in such open market
or
other purchases, then the Trust, the Indenture Trustee in respect
of
such Notes, and Principal Life shall take
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such actions (including, in the case of Principal Life, making
the
payment(s) necessary to effect the Trust's redemption of such
Notes) as
may be necessary or desirable to effect the cancellation of such
Notes
by the Trust.
4.
ENTIRE AGREEMENT
This Agreement and the Annex attached hereto constitute the
entire
Agreement.
5.
REPRESENTATIONS
(a) Each party
hereto represents and warrants to the other that as
of the date hereof:
(i) it has the
power to enter into this Agreement and to
consummate the transactions contemplated hereby;
(ii)
this Agreement has been duly authorized, executed and
delivered, this Agreement constitutes a legal, valid
and
binding obligation of each party hereto, and this
Agreement is enforceable in accordance with the terms
hereof, subject to applicable bankruptcy, insolvency
and similar laws affecting creditors' rights, and
subject as to enforceability to general principles of
equity, regardless of whether enforcement is sought
in a proceeding in equity or at law; and
(iii) the
execution and delivery of this Agreement and the
performance of obligations hereunder do not and will
not constitute or result in a default, breach or
violation of the terms or provisions of its
certificate, articles or charter of incorporation,
declaration of trust, by-laws or any agreement,
instrument, mortgage, judgment, injunction or order
applicable to it or any of its property.
(b) The Trust
further represents and warrants to Principal Life
that:
(i) it is a
person other than a natural person and is
purchasing this Agreement for the purpose of
providing collateral security for securities
registered with the United States Securities and
Exchange Commission;
(ii)
it has been informed and understands that transfer is
restricted by the terms of this Agreement; and
(iii) it
(a) is solely responsible for determining whether
this Agreement is suitable for the purpose intended;
(b) has carefully read this Agreement (including the
Annex) before signing this Agreement; (c) has had a
reasonable opportunity to make such inquiries as it
deemed necessary prior to signing this Agreement; and
(d) has received or had access to such additional
information as it deemed necessary in connection with
its decision to sign this Agreement.
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In performing its obligations hereunder Principal Life is not
acting as
a fiduciary, agent or other representative for the Agreement Holder
or
anyone else. All representations and warranties made by the
Agreement
Holder and Principal Life in this Agreement shall be considered to
have
been relied upon
by the other in connection with the execution hereof.
6.
ASSIGNMENT OF AGREEMENT
The following conditions must be satisfied in order to effectuate
any
assignment of this Agreement:
(i) This
Agreement may only be transferred through a book entry
system maintained by Principal Life, or an agent designated by
it, within the meaning of Temporary Treasury Regulations
Section 5f.103-1(c) and Treasury Regulations Section
1.871-14(c)(1)(i).
(ii)
The Agreement Holder, and any assignee, must comply with
applicable securities laws.
(iii)
Principal Life has consented in writing to the proposed
assignment, such consent not to be unreasonably withheld.
(iv)
Principal Life shall have received from the proposed assignee
a duly executed certificate containing, in substance, the
information, representations, warranties, acknowledgments and
agreements set forth in this Agreement.
Any attempted sale, transfer, anticipation, assignment,
hypothecation,
or alienation not in accordance with this Section 6 shall be void
and
of no effect. Until such time, if any, as Principal Life has
consented
in writing to a proposed assignment, Principal Life shall not
be
obligated to make any payments to or at the direction of anyone
other
than the
person shown on Principal Life's books and records as the
Agreement Holder. Once the foregoing conditions have been
satisfied
with respect to an assignment, the assignee or its successor shall
be
deemed to be the sole Agreement Holder for all purposes of this
Agreement and Principal Life shall promptly amend its records
to
reflect the assignee's status as Agreement Holder.
7.
PAYMENTS TO THE AGREEMENT HOLDER
Principal Life shall pay to, or at the direction of, the
Agreement
Holder by the date (the "Due Date") on which any payment becomes
due in
respect of the Notes secured by this Agreement (and in any event
such
period of time prior to the Due Date as shall be necessary to
ensure
that the Trust can fulfill its obligation to make payment in full
of
all amounts due and payable under the Notes on the Due Date), an
amount
in the currency or currencies in which the Notes are denominated
as
specified in the Notes equal to the sum of (i) the amount of
principal
and/or (as the case may be) interest and/or (as the case may
be)
premium falling due in respect of the Notes on such Due Date
(the
"Notes Component") and (ii) the amount of any payments owed by
the
Trust in respect of the Trust Beneficial Interest falling due on
such
date (the "Beneficial Interest Component"). In the event that
Principal
Life fails to make payment of any such amount on or prior to
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the Due Date, Principal Life shall pay to or at the direction of
the
Agreement Holder, on demand by the Agreement Holder, (i) if the
failure
relates to the Notes Component, an amount in the currency specified
in
the Notes equal to the amount of default interest (or other
amount)
which becomes due and payable by the Trust in accordance with the
Notes
as a consequence of any delay in the Trust making the relevant
payment
of principal, interest or premium (as the case may be) to the
holders
of the of Notes and (ii) if the failure relates to the
Beneficial
Interest Component, such amount or default interest, if any,
determined
in the same manner as default interest on the Notes Component.
Interest shall accrue on the Fund in the same amount and pursuant
to
the same terms as interest accrues on the Notes secured by this
Agreement and on the Trust Beneficial Interest related to the
Notes.
If any amount is withdrawn from the Fund in order to make a
payment
under this Section 7, interest will cea
