X0101 42003-06-06 0001126328 PRINCIPAL FINANCIAL GROUP INC PFG 0001166872 SHAFF KAREN E 0100Sr. VP and General CounselPhantom Stock Units02003-06-064A043.1832.87A1988-08-081988-08-08Common Stock43.181428.71DSecurity converts to common stock on a one-for-one basis.Pursuant to 10b5-1 plan adopted March 25, 2002.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.Joyce N. Hoffman, by Power of Attorney2003-06-10