Supplemental Indenture [No. 1] (2015)Full Document 

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Execution Version

4.700% Fixed-to-Floating Rate Junior Subordinated Notes due 2055

PRINCIPAL FINANCIAL GROUP, INC.,

as Issuer,

and

PRINCIPAL FINANCIAL SERVICES, INC.,

as Guarantor

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee

FIRST SUPPLEMENTAL INDENTURE

Dated as of May 7, 2015



TABLE OF CONTENTS

Page

Article I The Series of Securities

2

SECTION 1.1.

Establishment

2

SECTION 1.2.

Definitions

2

SECTION 1.3.

Payment of Principal, Premium, if any, and Interest

7

SECTION 1.4.

Denominations

11

SECTION 1.5.

No Sinking Fund

11

SECTION 1.6.

Global Securities

11

SECTION 1.7.

Transfer

11

SECTION 1.8.

Defeasance

11

SECTION 1.9.

Redemption

12

SECTION 1.10.

Events of Default

13

SECTION 1.11.

Subordination of Junior Subordinated Notes

14

SECTION 1.12.

Agreed Tax Treatment

14

Article II Guarantee

14

SECTION 2.1.

Guarantee

14

Article III Miscellaneous

14

SECTION 3.1.

Recitals by the Company

14

SECTION 3.2.

Application of Supplemental Indenture

14

SECTION 3.3.

Executed in Counterparts

15

SECTION 3.4.

Governing Law; Waiver of Jury Trial

15

Exhibit A

Form of Global Note

Exhibit B

Form of Guarantee

i



FIRST SUPPLEMENTAL INDENTURE, dated as of May 7, 2015, among PRINCIPAL FINANCIAL GROUP, INC., a corporation duly organized and existing under the laws of the State of Delaware (the "Company," as further defined in the Original Indenture hereinafter referred to), PRINCIPAL FINANCIAL SERVICES, INC., a corporation duly organized and existing under the laws of the State of Iowa, as guarantor (the "Guarantor," as further defined in the Original Indenture hereinafter referred to), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association incorporated and existing under the laws of the United States of America, as trustee (the "Trustee," as further defined in the Original Indenture hereinafter referred to).

WHEREAS, the Company, the Guarantor and the Trustee have heretofore entered into a Junior Subordinated Indenture, dated as of May 7, 2015 (the "Original Indenture");

WHEREAS, the Original Indenture is incorporated herein by this reference and the Original Indenture, as supplemented by this First Supplemental Indenture, is herein called the "Indenture";

WHEREAS, Section 301 of the Original Indenture provides for various matters with respect to Securities issued under the Original Indenture to be established in an indenture supplemental to the Original Indenture;

WHEREAS, Section 901(5) of the Original Indenture permits the execution and delivery of a supplemental indenture without the consent of any Holders to establish the form or terms of Securities of any series;

WHEREAS, the Company proposes to create under the Indenture a new series of Securities;

WHEREAS, the Guarantor shall fully and unconditionally guarantee the obligations of the Company under the new series of Securities in accordance with the provisions of the Indenture; and

WHEREAS, all the conditions and requirements necessary to make this First Supplemental Indenture, when duly executed and delivered, a valid and binding agreement in accordance with its terms and for the purposes herein expressed have been performed and fulfilled.

NOW THEREFORE, for and in consideration of the premises and the purchase of the Junior Subordinated Notes (as defined herein) by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Junior Subordinated Notes, as follows:

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