AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
PRINCIPAL LIFE INSURANCE COMPANY
Effective July 1, 1998
ARTICLE I.
The name of the corporation is Principal Life Insurance Company, by which name
(or by the name Principal Mutual Life Insurance Company which it may continue to
use subject to any applicable law) it shall do business and shall have and
retain all its property, rights and privileges.
ARTICLE II.
The street address of the initial registered office of the corporation is 711
High Street, Des Moines, Iowa 50392, and the name of its initial registered
agent at that office is Gregg R. Narber.
ARTICLE III.
The purposes of this corporation are and it shall have full power to engage in,
pursue, maintain and transact a general life, health and accident insurance and
annuity business, and to insure other risks, perform other services and engage
in other businesses allowed by law. It may issue participating or
nonparticipating contracts. It shall further have the power to enter into
contracts with respect to proceeds of such insurance, to accept and reinsure
risks, to enter into coinsurance agreements, to issue and perform policies and
contracts of all types, including but not limited to individual and group, to
act as trustee or advisor in any capacity, and to offer all services, including
those of a financial, accounting or information technology nature, to all
persons, partnerships, corporations and other business organizations, directly
or indirectly incidental to its business. It shall have all the rights, powers
and privileges granted or permitted by the Constitution and laws of the State of
Iowa governing the conduct of insurance companies and by Subtitle I of Title
XIII of the Iowa Code and all acts amendatory thereof or additional thereto.
The corporation shall be empowered: To sue and be sued, complain and defend, in
its corporate or assumed name; to have a corporate seal which may be altered at
pleasure, and to use the same by causing it, or a facsimile thereof, to be
impressed or affixed or in any other manner reproduced; to purchase, take,
receive, lease, or otherwise acquire, own, hold, improve, use and otherwise deal
in and with, real or tangible or intangible personal property, or any interest
therein, wherever situated; to sell, convey, mortgage, pledge, lease, exchange,
transfer and otherwise dispose of all or any part of its property and assets; to
lend money to, and otherwise assist its employees, agents, officers and
directors unless prohibited by law; to purchase, take, receive, subscribe for,
or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend,
pledge, or otherwise dispose of, and otherwise use and deal in and with, shares,
options, warrants or other interests in, or obligations of, other domestic or
foreign corporations, associations, partnerships or individuals, or direct or
indirect obligations of the United States or of any other government, state,
territory, governmental district or municipality or of any instrumentality
thereof unless prohibited by law; to make contracts and guarantees and incur
liabilities; to lend and borrow money for its corporate purposes, invest and
reinvest its funds, and take and hold real and personal property as security for
the payment of funds so loaned or invested; to acquire or organize subsidiaries;
to conduct its business, carry on its operations, and have offices and exercise
the powers granted in any state, territory, district or possession of the United
States, or in any foreign country; to make donations for the public welfare, and
for religious, charitable, scientific or educational purposes; to pay pensions
and establish pension plans, pension trusts, profit-sharing plans and other
incentive, insurance and welfare plans for any or all of its directors,
officers, agents and employees; to enter into general partnerships, limited
partnerships or limited liability partnerships whether the corporation be a
limited or general partner, joint ventures, syndicates, pools, associations and
other arrangements for carrying on any or all of the purposes for which the
corporation is organized, jointly or in common with others; and to have and
exercise all powers necessary or convenient to effect any or all of the purposes
for which the corporation is organized.
ARTICLE IV.
The corporation shall have perpetual existence.
ARTICLE V.
The private property of the shareholders, directors and other officers and
managers of the corporation shall in no case be liable for corporate debts, but
shall be exempt therefrom.
ARTICLE VI.
SECTION 1. The aggregate number of shares of stock which the corporation is
authorized to issue is 6,000,000 shares, consisting of (a) 5,000,000 shares of
common stock, par value $1.00 per share (the "Common Stock"), and (b) 1,000,000
shares of preferred stock, par value $1.00 per share (the "Preferred Stock"),
issuable in one or more series.
SECTION 2. The Board of Directors of the corporation is hereby expressly
authorized, at any time and from time to time, to divide the shares of Preferred
Stock into one or more series, to issue from time to time in whole or in part
the shares of Preferred Stock or the shares of any series thereof, and in the
resolution or resolutions providing for the issue of shares of Preferred Stock
or of a particular series to fix and determine the voting powers, full or
limited, or no voting powers, and such designations, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof that may be desired, to the fullest extent now or
hereafter permitted by Section 602 of Chapter 490 of Title XII of the Iowa Code
("Chapter 490"), as amended from time to time, and the other provisions of these
Articles of Incorporation; provided, however, that in no event shall Preferred
Stock have more than one vote per share of Preferred Stock.
SECTION 3. Subject to any other provisions of these Amended and Restated
Articles of Incorporation, holders of Common Stock shall be entitled to receive
such dividends and other distributions in cash, stock or property of the
corporation as may be declared thereon by the Board of Directors from time to
time out of assets or funds of the corporation legally available therefor.
SECTION 4. No shareholder of the corporation shall be entitled to exercise any
right of cumulative voting.
SECTION 5. No shareholder of the corporation shall have any preemptive or
preferential right, nor be entitled as a matter of right to subscribe for or
purchase any part of any new or additional issue of stock of the corporation of
any class or series, whether issued for money or for consideration other than
money, or of any issue of securities convertible into stock of the corporation.
SECTION 6. The corporation shall be entitled to treat the person in whose name
any share of its stock is registered as the owner thereof for all purposes and
shall not be bound to recognize any equitable or other claim to, or interest in,
such share on the part of any other person, whether or not the corporation shall
have notice thereof, except as expressly provided by applicable law.
SECTION 7. The corporation shall not issue any shares of Voting Stock (as
hereinafter defined) of the corporation or securities convertible into Voting
Stock of the corporation to persons other than Principal Financial Services,
Inc. ("Principal Financial Services") if, as a result of such issuance, the
issued and outstanding Voting Stock of the corporation not held by Principal
Financial Services equals or exceeds that held by Principal Financial Services.
For purposes of this Section 7, "Voting Stock" means securities of any class or
any ownership interest having voting power for the election of directors of the
corporation, other than securities having voting power only to elect additional
directors only because of the occurrence of a contingency. For purposes of the
limitations set forth in this Article VI, any issued and outstanding securities
of the corporation that are convertible into Voting Stock are considered issued
and outstanding Voting Stock of the corporation as though such convertible
securities had been converted into Voting Stock in accordance with their terms.
ARTICLE VII.
The corporate powers of the corporation (except as at the time otherwise
provided by law, these Amended and Restated Articles of Incorporation or the
By-Laws of the corporation) shall be exercised by the Board of Directors, and by
such officers and agents as the Board of Directors may authorize, elect or
appoint. Subject to the rights of any holders of any class or series of
Preferred Stock to elect additional directors under specified circumstances, the
Board of Directors shall consist of not less than nine nor more than 21
directors, the number to be determined from time to time by the shareholders or
a majority of the entire Board of Directors. The Board of Directors, other than
with respect to those directors who may be elected by the holders of any class
or series of Preferred Stock, shall be divided into three classes, as nearly
equal numerically as possible, determined by terms expiring in successive years.
Each director shall serve a term of approximately three years except as
otherwise provided or where it is necessary to fix a shorter term in order to
preserve classification. The term of office of each director shall begin at the
annual meeting at which such director is elected or at the time elected by the
Board of Directors. No decrease in the number of directors shall shorten the
term of any incumbent director. Each director shall serve until a successor is
duly elected and qualified and shall be eligible for re-election. Subject to the
rights of any holders of any class or series of Preferred Stock to elect
additional directors under specified circumstances, any vacancy or vacancies on
the Board of Directors may be filled by the shareholders, by the Board of
Directors at any meeting of the Board of Directors or, if the directors
remaining in office constitute fewer than a quorum of the Board of Directors, by
the affirmative vote of a majority of directors remaining in office. The term of
office of each director of the corporation shall not extend beyond the annual
meeting of the corporation next following the date such director attains age 70,
or such younger age as may be established for all directors by the Board of
Directors, except that the terms of directors holding office prior to the annual
meeting in 1984 may extend to the annual meeting next following the date such
director attains age 72 and except that for officer-directors, other than one
who is or has been Chief Executive Officer of the corporation, the term as
director shall not extend beyond the annual meeting next following the date such
director retires as an active officer of the corporation. Members of the Board
of Directors shall not be required to be policyowners of the corporation.
Subject to the rights of any holders of any class or series of Preferred Stock
to elect additional directors under specified circumstances, any director may be
removed, but only for cause, at a meeting of shareholders called for that
purpose in the manner prescribed by law, upon the affirmative vote of the
holders of a majority of the combined voting power of the then outstanding stock
of the corporation entitled to vote generally in the election of directors.
The Board of Directors shall have the power without the assent or vote of the
shareholders of the corporation to adopt such By-Laws and rules and regulations
for the transaction of the business of the corporation not inconsistent with
these Amended and Restated Articles of Incorporation or the laws of the State of
Iowa, and to amend, alter or repeal such By-Laws, rules and regulations. In
addition to any requirements of law and any other provision of these Articles of
Incorporation, the shareholders of the corporation may adopt, amend, alter or
repeal the By-Laws of the corporation upon the affirmative vote of holders of
more than 50% of the combined voting power of the outstanding stock of the
corporation entitled to vote generally in the election of directors. Advance
notice of nominations for the election of directors and of business to be
brought by shareholders before any meeting of shareholders of the corporation
shall be given in the manner and to the extent provided in the By-Laws of the
corporation. The Board of Directors may fix reasonable compensation of the
directors for their services. The Board of Directors shall elect a President,
and shall authorize, elect or appoint such other officers, agents or committees
as in their judgment may be necessary or advisable.
A director, in determining what is in the best interests of the corporation when
considering a proposal of acquisition, merger or consolidation of the
corporation or a similar proposal, may consider any or all of the following
community interest factors, in addition to consideration of the effects of any
action on shareholders: (i) the effects of action on the corporation's
employees, suppliers, creditors and customers; (ii) the effects of the action on
the communities in which the corporation and its subsidiaries operate; and (iii)
the long-term as well as short-term interests of the corporation and its
shareholders, including the possibility that these interests may be best served
by the continued independence of the corporation.
If on the basis of the community interest factors described above, the Board of
Directors of the corporation determines that a proposal to acquire or merge the
corporation is not in the best interests of the corporation, it may reject the
proposal. If the Board of Directors of the corporation determines to reject any
such proposal, the Board of Directors has no obligation to facilitate, to remove
any barriers to or to refrain from impeding the proposal. Consideration of any
or all of the community interest factors is not a violation of the business
judgment rule or of any duty of the director to the shareholders, or a group of
shareholders, even if the director reasonably determines that a community
interest factor or factors outweigh the financial or other benefits to the
corporation or a shareholder or group of shareholders.
ARTICLE VIII.
The corporation shall indemnify directors, officers, employees and agents of the
corporation as provided in Sections 850 through 858 of Chapter 490, subject to
such limitations as may be established by the Board of Directors. Any repeal or
modification of this Article VIII or of Sections 850 through 858 of Chapter 490
shall not adversely affect any right of indemnification of a director, officer,
employee or agent of the corporation existing at any time prior to such repeal
or modification.
ARTICLE IX.
A director of the corporation shall not be personally liable to the corporation
or its shareholders for monetary damages for breach of fiduciary duty as a
director, except for liability (a) for a breach of the director's duty of
loyalty to the corporation or its shareholders, (b) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of the
law, (c) for a transaction from which the director derives an improper personal
benefit or (d) under Section 833 of Chapter 490, as amended from time to time.
If Chapter 490 is hereafter amended to authorize the further elimination or
limitation of the liability of directors, then the liability of a director of
the corporation, in addition to the limitation on personal liability provided
herein, shall be eliminated or limited to the extent of such amendment,
automatically and without any further action, to the maximum extent permitted by
law. Any repeal or modification of the provisions of this Article IX by the
shareholders of the corporation shall be prospective only and shall not
adversely affect any limitation in the personal liability or any other right or
protection of a director of the corporation with respect to any state of facts
existing at or prior to the time of such repeal or modification.
ARTICLE X.
Effective as of such time as the Common Stock shall be registered pursuant to
the provisions of the Securities Exchange Act of 1934, as amended, any action
required or permitted to be taken by the shareholders of the corporation must be
effected at a duly called annual or special meeting of the shareholders of the
corporation, and the ability of the shareholders to consent in writing to the
taking of any action is specifically denied.
ARTICLE XI.
Amendments to these Articles of Incorporation are subject to the approval of the
Iowa Insurance Commissioner and the Iowa Attorney General as provided in Section
508.4 of Title XIII of the Iowa Code.