Item 5.03 Amendments to Articles of Incorporation or Bylaws: Change in Fiscal
Year
On February 24, 2009, the board of directors of Principal Financial Group,
Inc. approved an amendment to that company's by-laws to delete a requirement for
a specified number of members of the executive committee of the board of
directors, and to delete requirements as to which member of that committee must
preside at committee meetings when the Chairman of the Board is not present. The
restated by-laws are attached to this report as Exhibit 3.3.
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