X0202 4 2005-12-16 0001126328 PRINCIPAL FINANCIAL GROUP INC PFG 0001166872 SHAFF KAREN E 711 HIGH STREET DES MOINES IA 50392 0 1 0 0 Exec. VP and General Counsel Common Stock 2005-12-16 4 A 0 125 0 A 16504 D Common Stock 5445 I By 401(k) Plan Common Stock 2801 I By Spouse Phantom Stock Units 2005-12-16 4 A 0 27.5 49.72 A Common Stock 27.5 2128.8 D Grant of restricted stock units. Includes 2,282 shares acquired pursuant to the Principal Financial Group, Inc. Employee Stock Purchase Plan. Security converts to common stock on a one-for-one basis. 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 Attorney 2005-12-20