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Title: |
Distribution Agreement |
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Entities: |
Citibank, NA; Citigroup Global Markets Inc.; Credit Suisse First Boston LLC; Lehman Brothers Inc.; McGraw-Hill Companies Inc.; Morgan Stanley & Co. Inc.; Principal Financial Group Inc.; UBS Securities LLC; Merrill Lynch & Co., Inc. |
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Date: |
2004 |
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Size: |
Preview shows 4KB of 150KB total |
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Price: |
$64 |
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ID: |
#408627 |
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PRINCIPAL LIFE INSURANCE COMPANY
$4,000,000,000
SECURED MEDIUM-TERM NOTES PROGRAM
PRINCIPAL(R) LIFE CORENOTES(R) PROGRAM
DISTRIBUTION AGREEMENT
March 5, 2004
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Four World Financial Center, North Tower
New York, New York 10080
ABN AMRO Incorporated
55 East 52nd Street, 6th Floor
New York, New York 10055
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Credit Suisse First Boston LLC
11 Madison Avenue
New York, New York 10010
Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
UBS Securities LLC
677 Washington Boulevard
Stamford, Connecticut 06901
Ladies and Gentlemen:
1. Introductory. Each of (a) Principal Life Insurance Company, an
Iowa insurance company (the "Company"), and (b) Principal Financial Group, Inc.,
a Delaware corporation (the
-----------------
"Principal(R)" is a registered service mark of Principal Financial Services,
Inc. and is used under license.
"CoreNotes(R)" is a registered service mark of Merrill Lynch & Co., Inc.
{PAGE}
"Guarantor" and, together with the Company, the "Principal Entities"), in
connection with the Company's Secured Medium-Term Notes Program (the
"Institutional Program") and the Principal(R) Life CoreNotes(R) Program (the
"Retail Program" and, together with the Institutional Program, the "Programs"),
confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated
and each other institution named on Schedule A hereto and any institution
appointed as an agent pursuant to Section 19 hereof (each, an "Agent", and,
collectively, the "Agents") with respect to the secured medium-term notes due
between nine months and thirty years from the date of issuance under the
Programs (the "Notes") to be offered by separate and distinct special purpose
common law trusts from time to time (each, a "Trust" and, collectively, the
"Trusts"), each of which shall be formed in a jurisdiction located in the United
States of America pursuant to a trust agreement, as amended or modified from
time to time, which will adopt and incorporate the standard trust terms (each, a
"Trust Agreement" and, collectively, the "Trust Agreements"), in each case
between U.S. Bank Trust National Association, as trustee (the "Trustee"), and
GSS Holdings II, Inc., a Delaware corporation, as trust beneficial owner (the
"Trust Beneficial Owner").
From time to time, upon the formation of a new Trust, in connection
with the offer and sale of a particular series of Notes by such Trust, upon
execution and delivery by such Trust and the applicable Agent or Agents of the
terms agreement set forth in Section D of the omnibus instrument (the "Terms
Agreement") to be executed by such Trust and the applicable Agent or Agents,
among others (the "Omnibus Instrument"), such Trust shall become a party hereto
in relation to such series of Notes (the time of such execution and delivery
referred to herein as such Trust's "Trust Effective Time"), with all the
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