SECURITIES AND EXCHANGE COMMISSION  	
Washington, D.C. 20549	
_________________________	
 	
FORM 8-K	
	
CURRENT REPORT	
 	
Pursuant to Section 13 or 15(d) of the	
Securities Exchange Act of 1934	
	
Date of Report: February 16, 2010	
(Date of earliest event reported)	
 	
PRINCIPAL FINANCIAL GROUP, INC.  	
(Exact name of registrant as specified in its charter)	

                                    Delaware  	                        1-16725  	                   42-1520346  	
                                           (State or other jurisdiction  	                   (Commission file number)  	               (I.R.S. Employer  	
                                                    of incorporation)  	 	          Identification Number)  	

711 High Street, Des Moines, Iowa 50392	
(Address of principal executive offices)	
 	
(515) 247-5111	
(Registrant’s telephone number, including area code)	
 	
            Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of  	
            the registrant under any of the following provisions:  	
 	
	       [    ]  	    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)  	
	       [    ]  	    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)  	
	       [    ]  	    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR  	
 	 	    240.14d-2(b))  	
	       [    ]  	    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR  	
 	 	    240.13e-4(c))	
		_________________________	

				
Item 5.02       Departure of Directors or Certain Officers; Election of Directors;  	
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers  	
 	
(b)  	On February 16, 2010, William T. Kerr, a director of Principal Financial Group, Inc. (the  	
 	“Company”) and its wholly-owned subsidiary, Principal Life Insurance Company,  	
 	submitted his resignation from both such boards effective February 24, 2010 in  	
 	connection with his new position as president and chief executive officer of Arbitron, Inc.  	
 	Arbitron is a media and marketing research firm. Its core businesses are measuring  	
 	network and local market radio audiences, surveying retail, media and product patterns of  	
 	local market consumers, and providing application software used for analyzing media  	
 	audience and marketing information data. Mr. Kerr’s decision to resign is not due to a  	
 	disagreement with the Company on any matter relating to the Company’s operations,  	
 	policies or practices. Mr. Kerr was not asked to resign or removed for cause from the  	
 	Company’s board of directors.  	 	

 	
                                                                   SIGNATURE	
 	
 	Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has  	
duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.  	

 	
 	 	                                                             PRINCIPAL FINANCIAL GROUP, INC.  	
 	
 	 	                                                             By:          /s/ Joyce N. Hoffman                                     	
 	 	                                                             Name:    Joyce N. Hoffman  	
 	 	                                                             Title:       Senior Vice President and  	
 	 	                                                                        Corporate Secretary  	

Date: February 22, 2010