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 2007-109
(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 15th day of November, , 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/ Bret Taber |
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Registrar |
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November 12, 2007 |
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GLOBAL FUNDING AGREEMENT NO. 8-4262
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. 8-4262 |
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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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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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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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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Entire Agreement |
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This Agreement and the Annex attached hereto constitute the
entire Agreement. |
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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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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 |
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