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 2007-24
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 21st day of March, 2007, 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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/s/ Joyce N. Hoffman
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/s/ Larry Zimpleman
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Senior Vice President and
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President and
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Corporate Secretary
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Chief Operating Officer
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/s/ Jim Madden
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Registrar
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March 21, 2007
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Date
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GLOBAL FUNDING AGREEMENT NO.
6-14273
RESTRICTIONS REGARDING THE
TRANSFER OR SALE OF
THIS FUNDING AGREEMENT OR ANY INTEREST HEREIN ARE SET FORTH
HEREIN
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FUNDING
AGREEMENT
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No. 6-14273
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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
February 16, 2006, the Prospectus Supplement dated
February 16, 2006, 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.
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1.
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Deposit
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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.
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This Agreement shall become
effective only upon the receipt by Principal Life or its designee
of the Net Deposit.
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2.
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Fund
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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.
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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”.
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Principal Life is neither a trustee
nor a fiduciary with respect to the Fund.
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3.
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Purchase of Notes By Principal
Life
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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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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.
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4.
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Entire Agreement
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This Agreement and the Annex
attached hereto constitute the entire Agreement.
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5.
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Representations
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(a)
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Each party hereto represents and
warrants to the other that as of the date hereof:
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(i)
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it
has the power to enter into this Agreement and to consummate the
transactions contemplated hereby;
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(ii)
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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
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(iii)
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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.
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(b)
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The
Trust further represents and warrants to Principal Life
that:
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(i)
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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;
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(ii)
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it
has been informed and understands that transfer is restricted by
the terms of this Agreement; and
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(iii)
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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.
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6.
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Assignment of
Agreement
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The
following conditions must be satisfied in order to effectuate any
assignment of this Agreement:
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(i)
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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).
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(ii)
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The
Agreement Holder, and any assignee, must comply with applicable
securities laws.
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(iii)
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Principal Life has consented in
writing to the proposed assignment, such consent not to be
unreasonably withheld.
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(iv)
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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.
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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.
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7.
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Payments to the Agreement
Holder
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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.
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Interest shall accrue on the Fund in
the same amount and pursuant to the same terms as interest
accrues
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