PRINCIPAL FINANCIAL GROUP INC — Director's Dealing 2012

May 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRINCIPAL FINANCIAL GROUP INC (PFG)
CIK: 0001126328
Period of Report: 2012-05-15

Reporting Person: FERRO DENNIS H (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-15	Phantom Stock Units	$	A	41.2	Acquired		Common Stock (41.2)	Direct

Footnotes

F1: The units convert to common stock on a one-for-one basis.

F2: The reported phantom stock units were acquired pursuant to the Principal Deferred Compensation Plan for Non-Employee Directors and will be settled on the reporting person's retirement.