PRINCIPAL FINANCIAL GROUP INC — Director's Dealing 2010

Nov 2, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRINCIPAL FINANCIAL GROUP INC (PFG)
CIK: 0001126328
Period of Report: 2010-10-29

Reporting Person: LAWLER JULIA M (Sr VP & Ch Invst Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-10-29	Phantom Stock Units	$	A	29	Acquired		Common Stock (29)	Direct

Footnotes

F1: Security converts to common stock on a one-for-one basis.

F2: The reported phantom stock units were acquired pursuant to the Principal Select Savings Excess Plan and may be transferred at any time into another investment alternative under the Plan. Interests under the Plan will be settled upon the reporting person's retirement or other termination of service.