SecProbe.io

Via Facsimile and U.S. Mail
Mail Stop 4720

         July 22, 2009

Terrance J. Lillis
Senior Vice President and Chief Financial Officer
Principal Financial Group, Inc.
711 High Street
Des Moines, IA 50392

Re:    Principal Financial Group, Inc .
 Definitive Proxy Statement
Filed on April 8, 2009
 File Number:  001-16725

Dear Mr. Lillis:

  We have reviewed your July 10, 20 09 response to our June 12, 2009 letter and
have the following comments.  In our comments, we ask you to provide us with
information to better understand your disc losure.  Where a comment requests you to
revise disclosure, the information you provide should show us what the revised disclosure
will look like.  Please identify the filing, as  applicable, in which you intend to first
include it.  If you do not believe that revised disclosure is ne cessary, explain the reason in
your response.  After reviewing the info rmation provided, we may raise additional
comments and/or request that you amend the above filing.

Definitive Proxy Statement filed on April 8, 2009

Compensation Discussion & Analysis, page 20
Individual Performance Factors, page 26
 1. In your response to prior comment 3, you state that the individual f actors disclosed on
page 26 would have been applied in the or dinary course under PrinPay to determine
each named executive officer’s individual sc ore. You also correctly state that the
compensation disclosure and analysis is  to describe the process for paying
compensation, and thus “included a descripti on of these individual factors because, in
ordinary circumstances, they could have affected the determination of the annual
incentive payable to a particular named execu tive officer.”  Since the individual goals
established for the bonuses of your named execu tive officers appear to be material to
your compensation process, please confirm that in your next proxy statement you will
disclose the following in your Comp ensation Discussion and Analysis:

Terrance J. Lillis
Principal Financial Group, Inc. July 22, 2009 Page 2
• Each corporate or individual goal esta blished in connection with your named
executive officers’ annual incentive aw ards, including for each goal that is
quantifiable the specific quantified goal;
• The achievement of those goals, includi ng where applicable the specific level
of achievement; and
• How the level of achievement will aff ect the actual bonuses to be paid.

2. To the extent that you establish individual goals to determine compensation and you
determine not to use such goals, please c onfirm that in future proxy statements you
will identify the goals you did not use, discuss why you did not use such goals and discuss your compensation committee’s re asons for awarding the discretionary
compensation it did award.
* * * *

 Please provide us the information request ed within 10 busine ss days or tell us
when you will provide us with a response.  Pl ease furnish a cover le tter with your response
that keys your response to our comments.  De tailed cover letters gr eatly facilitate our
review.  Please furnish your letter on EDGAR under the form type label CORRESP.

Please contact Jennifer Riegel, Staff Attorney, at (202) 551-3575 with any
questions.  In this regard, do not hesi tate to contact me, at (202) 551-3715.

        S i n c e r e l y ,

Jeffrey Riedler
Assistant Director