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Exhibit 2.6.2
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding is dated as of December 29, 2006, and is entered into by and among Washington
Mutual, Inc., a Washington corporation (" Seller Parent "), New American Capital, Inc., a Delaware corporation (" Seller "),
Principal Financial Group, Inc, a Delaware corporation (" Purchaser Parent "), and Principal Management Corporation, an Iowa
corporation (" Purchaser "), in order to memorialize certain agreements and understandings reached among them with respect to
the matters referenced herein arising in connection with the closing of the transactions contemplated by the Stock Purchase
Agreement, dated as of July 25, 2006, by and among Seller Parent, Seller, Purchaser Parent and Purchaser (the " Purchase
Agreement "). All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the
Purchase Agreement.
1. Closing Date . The Closing Date shall be December 31, 2006, and the Closing shall occur at 11:59 p.m. on such date.
Contemporaneously with the execution and delivery of this Memorandum of Understanding, (a) Seller has delivered to
Purchaser share certificates evidencing the Stock, accompanied by stock powers duly executed in blank, (b) Purchaser has
delivered to Seller __DOCTEXT__nbsp;$724,808,102, by wire transfer of immediately available funds, (c) Seller has delivered to Purchaser the
certificates, agreements and forms contemplated by Sections 8.2 (c), (d), (g), (i) and (j) of the Purchase Agreement, each dated
the Closing Date, (d) Purchaser has delivered to Seller the certificate and agreements contemplated by Sections 8.3 (c) and (d) of
the Purchase Agreement, each dated the Closing Date, and (e) each of the parties to the Purchase Agreement has delivered
such other evidence of fulfillment of the conditions to the Closing set forth in Article VIII of the Purchase Agreement, and such
other documents an