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Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. 2)
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Explanatory Note
  This amendment to Principal Financial Group, Inc.’s proxy statement is filed to correct an 
administrative error in the number of shares disclosed in footnote one to the table entitled, “Security 
Ownership of Certain Beneficial Owners and Management,” on page 51 of the proxy statement filed 
with the Securities and Exchange Commission on April 6, 2011. The number of shares disclosed in 
the footnote is a subset of the number of shares disclosed in the table. The number of shares 
disclosed in the table was accurate at the time of filing, and remains so. 
  The number of shares disclosed in the footnote as filed inadvertently did not include vested 
options which directors and executive officers had the ability to exercise on or before May 7, 2011, 
or 60 days from the date the proxy statement was filed. A detailed explanation of these options is 
contained in the table entitled, “Outstanding Equity Awards At Fiscal Year End December 31, 2010,” 
on page 38 of the proxy statement. 
  To view the 2010 annual report to shareholders and the 2011 proxy statement, please go to 
the website The revised footnote one follows. 
(1)  Includes beneficial ownership of shares which each person named in this table has the right 
  to acquire on or before May 7, 2011 pursuant to previously awarded stock options, RSUs, 
  and performance units that, although scheduled to be paid in shares in more than 60 days, 
  would be paid immediately upon termination of service, as follows: Ms. Bernard, 15,431; 
  Ms. Carter-Miller, 21,152; Dr. Costley, 19,431; Mr. Dan, 9,464; Mr. Ferro, 0; Dr. Gelatt, 
  23,589; Mr. Griswell, 1,245,390; Ms. Helton, 19,431; Mr. Kerr, 7,820; Mr. Keyser, 23,164; 
  Mr. Mathrani, 18,303; Ms. Tallett, 23,164; Mr. Houston, 327,090; Mr. Lillis, 83,619; 
  Mr. McCaughan, 642,393; Mr. Sorensen, 222,763; Mr. Zimpleman, 882,335; and all other 
  executive officers as a group, 910,875.