AMENDED AND RESTATED 80% COINSURANCE AGREEMENT by and between PRIMERICA LIFE INSURANCE COMPANY (the “Ceding Company”) and PECAN RE INC. (the “Reinsurer”) Dated March 31, 2016

Exhibit 10.2

EXECUTION VERSION

AMENDED AND RESTATED

80% COINSURANCE AGREEMENT

by and between

PRIMERICA LIFE INSURANCE COMPANY

(the “Ceding Company”)

and

PECAN RE INC.

(the “Reinsurer”)

Dated March 31, 2016

TABLE OF CONTENTS

Page

ARTICLE I
DEFINITIONS

Section 1.1	Definitions	1

ARTICLE II
REINSURANCE

Section 2.1	Reinsurance	7
Section 2.2	Exclusions	7
Section 2.3	Territory	8

ARTICLE III
COMMENCEMENT OF THE REINSURER’S LIABILITY

Section 3.1	Commencement of the Reinsurer's Liability	8

ARTICLE IV
REINSURANCE PREMIUMS, ALLOWANCES AND OTHER OBLIGATIONS

Section 4.1	Reinsurance Premiums	8
Section 4.2	Allowances	8
Section 4.3	Other Obligations	9
Section 4.4	Third Party Reinsurance	9

ARTICLE V
TAXES

Section 5.1	Guaranty Fund Assessments	9
Section 5.2	Premium Taxes	9
Section 5.3	DAC Tax Election	9

ARTICLE VI
CLAIMS

Section 6.1	Notice of Claims	10
Section 6.2	Settlement Authority	10
Section 6.3	Claim Payments	10
Section 6.4	Misstatement of Age or Sex	10

ARTICLE VII
REINSTATEMENTS

Section 7.1	Reinstatements	10

ARTICLE VIII
ACCOUNTING AND RESERVES

Section 8.1	Monthly Reports	10
Section 8.2	Monthly Account Balance Reports	10
Section 8.3	Settlements	10
Section 8.4	Offset and Recoupment	11
Section 8.5	Currency	11

ARTICLE IX
EXPENSES IN CONNECTION WITH THE REINSURED POLICIES

Section 9.1	Expenses in Connection with the Reinsured Policies	11


ARTICLE X
ERRORS AND OMISSIONS
Section 10.1	Errors and Omissions	11

ARTICLE XI
RECAPTURE

Section 11.1	Recapture	12
Section 11.2	Notice of Recapture	12
Section 11.3	Recapture Fee	12
Section 11.4	Renewal Recapture	13
Section 11.5	Commutation Accounting and Settlement	13
Section 11.6	Limitation on Partial Recaptures	13

ARTICLE XII
ACCESS TO BOOKS AND RECORDS

Section 12.1	Access to Books and Records	13

ARTICLE XIII
INSOLVENCY

Section 13.1	Insolvency	14

ARTICLE XIV
DISPUTE RESOLUTION

Section 14.1	Consent to Jurisdiction	14
Section 14.2	Waiver of Jury Trial	14
Section 14.3	Specific Performance	14

ARTICLE XV
REINSURANCE TRUST ACCOUNT

Section 15.1	Reinsurance Trust Agreement	15
Section 15.2	Investment and Valuation of Trust Assets	15
Section 15.3	Adjustment of Trust Assets and Withdrawals	15
Section 15.4	Negotiability of Trust Assets	16
Section 15.5	Ceding Company's Withdrawals	16
Section 15.6	Return of Excess Withdrawals	16
Section 15.7	Costs of Trust	16

ARTICLE XVI
THIRD PARTY BENEFICIARY

Section 16.1	Third Party Beneficiary	17

ARTICLE XVII
REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 17.1	Representations and Warranties of the Ceding Company	17
Section 17.2	Covenants of the Ceding Company	18
Section 17.3	Representations and Warranties of the Reinsurer	20
Section 17.4	Covenants of the Reinsurer	20

ARTICLE XVIII
INDEMNIFICATION

Section 18.1	Indemnification	21

iii

ARTICLE XIX
LICENSES; REGULATORY MATTERS

Section 19.1	Licenses	21
Section 19.2	Regulatory Matters	21

ARTICLE XX
DURATION OF AGREEMENT; TERMINATION


Section 20.1	Duration	22
Section 20.2	Termination	22
Section 20.3	Survival	22

ARTICLE XXI
MISCELLANEOUS

Section 21.1	Entire Agreement	22
Section 21.2	Amendments	22
Section 21.3	Severability	22
Section 21.4	Governing Law	22
Section 21.5	Notices	23
Section 21.6	Consent to Jurisdiction	23
Section 21.7	Service of Process	24
Section 21.8	Failure to Pay	24
Section 21.9	Assignment and Retrocession	24
Section 21.10	Captions	24
Section 21.11	Treatment of Confidential Information	24
Section 21.12	No Waiver; Preservation of Remedies	25
Section 21.13	Calendar Days	25
Section 21.14	Counterparts	25
Section 21.15	Incontestability	25
Section 21.16	Interpretation	25
Section 21.17	Reasonableness	25

SCHEDULES

Schedule AIdentification of Reserves

Schedule BNo Conflict or Violation Exceptions

Schedule CStop Loss Assets Amount

EXHIBITS

Exhibit I

Identification of Reinsured Policies

Exhibit II

Third Party Reinsurance

Exhibit III

Form of Monthly Report

Exhibit IV

Form of Monthly Account Balance Report

Exhibit V

Milliman Information

Exhibit VI

Milliman Report

AMENDED AND RESTATED 80% COINSURANCE AGREEMENT

This AMENDED AND RESTATED 80% COINSURANCE AGREEMENT (together with the Exhibits hereto, this “Agreement”) is made on this March 31, 2016 (the “Restatement Date”) by and between PRIMERICA LIFE INSURANCE COMPANY, a stock life insurance company domiciled in the Commonwealth of Massachusetts (together with its successors and permitted assigns, the “Ceding Company”) and PECAN RE INC., a special purpose financial insurance company organized under Section 6048f of Title 8 of the Vermont Statutes Annotated (together with its successors and permitted assigns, the “Reinsurer”), and hereby amends and restates in its entirety that certain 80% Coinsurance Agreement, dated as of March 31, 2010, by and between the Ceding Company and Prime Re (as defined below) (the “Original Agreement”).

WHEREAS, the Ceding Company is engaged in the business of issuing certain life insurance policies and certain related riders;

WHEREAS, the Ceding Company and Prime Reinsurance Company, Inc., a special purpose financial insurance company organized under Section 6048f of Title 8 of the Vermont Statutes Annotated (“Prime Re”), have entered into the Original Agreement, pursuant to which the Ceding Company has ceded and Prime Re has reinsured, on an indemnity reinsurance basis certain liabilities with respect to the Reinsured Policies (as defined herein);

WHEREAS, the Ceding Company transferred certain assets to the Reinsurance Trust Accounts on behalf of Prime Re as initial consideration for the reinsurance provided hereunder;

WHEREAS, Prime Re has assigned and transferred, by novation, the Original Agreement to the Reinsurer with the effect that the Reinsurer has succeeded to all rights, obligations, duties and liabilities of Prime Re under the Original Agreement, whenever arising, and the Reinsurer has accepted such assignment, transfer and novation (the “Novation”) pursuant to a Novation Agreement between the Ceding Company, the Reinsurer and Prime Re (the “Novation Agreement”); and

WHEREAS, in connection with the Novation, the Ceding Company and the Reinsurer have agreed to amend and restate the Original Agreement in the form of this Agreement.

NOW THEREFORE, in consideration of the mutual and several promises and undertakings herein contained, and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Ceding Company and the Reinsurer (individually, a “Party” and collectively, the “Parties”), hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1Definitions. The following terms, when used in this Agreement, shall have the meanings set forth in this Article I.

(a)“Administrative Practices” shall have the meaning specified in Section 17.2(a).

(b)“Affiliate” means, with respect to a Party, any entity that controls, is controlled by or is under common control with such Party.

(c)“Agreement” shall have the meaning specified in the Preamble.

(d)“Applicable Law” means any domestic or foreign, federal, state or local statute, law, ordinance or code, or any written rules, regulations or administrative interpretations issued by any Governmental Authority pursuant to any of the foregoing, in each case applicable to any Party, and any order, writ, injunction, directive, judgment or decree of a court of competent jurisdiction applicable to the Parties.

(e)“Approval Period” means forty-five (45) calendar days, and any forty-five (45) day extension thereof as consented to by the Ceding Company, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, the Ceding Company shall not be required to consent to extend the Approval Period beyond an additional forty-five (45) days, for a total of ninety (90) days.

(f)“Business Day” means any day other than a day on which banks in Zurich, Switzerland, the State of Vermont, the State of Missouri or the Commonwealth of Massachusetts are permitted or required to be closed.

(g)“Capital Maintenance Agreement” means the Capital Maintenance Agreement, dated as of March 31, 2016, by and between Swiss Reinsurance Company Ltd and the Reinsurer.

(h)“Capital Maintenance Failure” shall have the meaning specified in Section 11.1(e).

(i)“Ceding Company” shall have the meaning specified in the Preamble.

(j)“Change of Control” shall have the meaning specified in Section 21.11.

(k)“Claims” means any and all claims, requests, demands or notices made under a Reinsured Policy for payment of benefits or other obligations, including death benefits, waived premiums, returned premium or any other payments alleged to be due in accordance with the terms and conditions of such Reinsured Policy.

(l)“Code” shall have the meaning specified in Section 5.3.

(m)“Collateralized Stop Loss Reinsurance Agreement” means the Collateralized Stop Loss Reinsurance Agreement, dated as of March 31, 2016, by and between Prime Re and the Reinsurer.

(n)“Commissioner” means the Commissioner of Insurance of the State of Vermont.

(o)“Commissions” means the contractual amounts earned by and the bonuses paid to the Ceding Company's sales representatives in connection with the Reinsured Policies on and after the Effective Date.

(p)“Commutation Payment” shall have the meaning specified in Section 11.5.

(q)“Confidential Information” shall have the meaning specified in Section 21.11.

(r)“Conversion” means the issuance by the Ceding Company of a new Coverage in replacement of a Coverage under a Reinsured Policy pursuant to an option granted under the terms of such Reinsured Policy; provided, however, in no event shall Conversions include any Renewal.

(s)“Coverage” means, with respect to any Policy, one or more life insurance coverages issued by the Ceding Company. A single Policy may have multiple Coverages issued to multiple individuals and such multiple Coverages, in turn, may have different Original Initial Level Premium Periods, all within a single Policy.

(t)“Covered Liabilities” means all liabilities incurred by the Ceding Company under the express terms of the Reinsured Policies (including End of Term Renewals) and all Reinsured ECOs; provided, however, in no event shall Covered Liabilities include any Excluded Liabilities.

(u)“DAC Tax Election” shall have the meaning specified in Section 5.3.

(v)“Direct Premiums” means all premiums actually received from the Policyholders attributable to the Reinsured Policies from and after the Effective Date and waived premiums on such Policies.

(w)“Effective Date” means January 1, 2010.

(x)“Eligible Assets” means cash in United States dollars, certificates of deposit issued by a United States bank and payable in United States dollars, and investments permitted by M.G.L. c. 175 or any combination of the above, provided investments in or issued by an entity controlling, controlled by or under common control with either the Ceding Company or the Reinsurer shall not exceed 5% of total investments. Commercial paper and other obligations of institutions must be issued by a corporation (other than the Ceding Company, Prime Re or the Reinsurer, or any Affiliate of any of them) which is organized and existing under the laws of the United States of America, unless otherwise allowed by M.G.L. c. 175. The Eligible Assets are further subject to and limited by, the investment guidelines set forth in the Reinsurance Trust Agreement.

(y)“End of Term Conversion” means, with respect to a Coverage under a Reinsured Policy, a Conversion that occurs (i) at any time during the two year period ending on the last day of the Original Initial Level Premium Period of a Coverage or (ii) after the last day of such period.

(z)“End of Term Renewal” means with respect to any Coverage, a Renewal thereof that occurs at the end of the Original Initial Level Premium Period in respect of such Coverage.

(aa)“Excess of Loss Reinsurance Agreement” means the Excess of Loss Reinsurance Agreement, dated as of March 31, 2016, by and between Prime Re and the Reinsurer.

(bb)“Excess Withdrawal Amount” shall have the meaning specified in Section 15.6.

(cc)“Excluded Liabilities” shall have the meaning specified in Section 2.2.

(dd)“Existing Practice” shall have the meaning specified in Section 17.2(a).

(ee)“Expense Allowance” means an annualized per base policy expense allowance equal to the Reinsurer's Quota Share multiplied by $42.50 for each Reinsured Policy payable on a monthly basis, which amount shall be increased (i) by 3% on the first anniversary date of the Effective Date and (ii) thereafter, by a compounded rate equal to the percentage increase, if any, in the employment cost index published by the United States Bureau of Labor Statistics at xxxx://xxx.xxx.xxx on each subsequent anniversary date of the Effective Date.

(ff)“Extra-Contractual Obligations” means all liabilities, obligations and expenses not arising under the express terms and conditions of any Reinsured Policy, whether such liabilities, obligations or expenses are owing to an insured, a Governmental Authority or any other Person in connection with such Reinsured Policy, including (a) any liability for punitive, exemplary, consequential, special, treble, tort, bad faith or any other form of extra-contractual damages, (b) damages or claims in excess of the applicable policy limits of the Reinsured Policies, (c) statutory or regulatory damages, fines, penalties, forfeitures and similar charges of a penal or disciplinary nature, and (d) liabilities and obligations arising out of any act, error or omission, whether or not intentional, in bad faith or otherwise, including any act, error or omission relating to (i) the form, marketing, production, issuance, sale, cancellation or administration of Reinsured Policies or (ii) the failure to pay or the delay in payment of claims, benefits, disbursements or any other amounts due or alleged to be due under or in connection with Reinsured Policies (exclusive of interest on payments to Policyholders, as determined in accordance with the

laws of the jurisdiction applicable to such Reinsured Policy). For avoidance of doubt, any liabilities, obligations and expenses relating to any change in the Reinsured Policies arising out of or resulting from litigation, arbitration or settlements will be deemed Extra-Contractual Obligations.

(gg)“Fair Value” shall have the meaning specified in the Reinsurance Trust Agreement.

(hh)“Governmental Authority” means any federal, state, county, local, foreign or other governmental or public agency, instrumentality, commission, authority or self-regulatory organization, board or body.

(ii)“Indemnification Claims” shall have the meaning specified in Section 18.1.

(jj)“Initial Ceding Commission” shall have the meaning specified in the Original Agreement.

(kk)“Insurance Division” means the Massachusetts Division of Insurance.

(ll)“Interest Maintenance Reserves” means the reserves required to be established under SAP as liabilities on a life insurer's statutory financial statements applicable to all types of fixed income investments.

(mm)“Massachusetts SAP” means the statutory accounting and actuarial principles and practices prescribed or permitted by the Insurance Division for Massachusetts domestic life insurance companies.

(nn)“Milliman” shall have the meaning specified in Section 17.1(e).

(oo)“Milliman Information” shall have the meaning specified in Section 17.1(e).

(pp)“Milliman Report” means the report attached hereto as Exhibit VI.

(qq)“Monthly Account Balance Report” shall have the meaning specified in Section 8.2.

(rr)“Monthly Report” shall have the meaning specified in Section 8.1.

(ss)“Net Premium” shall have the meaning specified in Section 4.1.

(tt)“Novation” shall have the meaning specified in the Recitals.

(uu)“Novation Agreement” shall have the meaning specified in the Recitals.

(vv)“Original Agreement” shall have the meaning specified in the Preamble.

(ww)“Original Initial Level Premium Period” means, with respect to each Reinsured Policy, the period beginning with the original issue date of a Coverage and ending with the first premium increase date identified within such Reinsured Policy on which premiums for such Coverage will increase without a corresponding increase in the terms or limits of such Coverage.

(xx)“Parties” shall have the meaning specified in the Recitals.

(yy)“Pecan-Funded Reserves Trust Account” shall have the meaning specified in Section 15.1.

(zz)“Pecan-Funded Reserves Trust Account Required Balance” means, as of any date, the amount equal to the difference between (i) Reinsurer's Quota Share of the Statutory Reserves with respect to the Reinsured Policies and (ii) the Stop Loss Assets Amount.

(aaa)“Pecan-Funded Security Balance” means, as of the last day of each calendar quarter, the aggregate Fair Value as of such date of the Eligible Assets maintained in the Pecan-Funded Reserves Trust Account.

(bbb)“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

(ccc)“Policies” means term life insurance base policies and riders thereto issued by the Ceding Company.

(ddd)“Policyholders” means the owners or holders of one or more of the Reinsured Policies.

(eee)“Premium Taxes” means any taxes imposed on premiums relating to the Reinsured Policies.

(fff)“Prime-Funded Reserves Trust Account” shall have the meaning specified in Section 15.1.

(ggg)“Prime-Funded Reserves Trust Account Required Balance” means, as of any date, the amount equal to the Stop Loss Assets Amount.

(hhh)“Prime-Funded Security Balance” means, as of the last day of each calendar quarter, the aggregate Fair Value as of such date of the Eligible Assets maintained in the Prime-Funded Reserves Trust Account.

(iii)“Prime Rate” means, as of any day, a fluctuating interest rate per annum equal to the average (rounded upward to the nearest 1/16 of 1%) of the “prime” rate of interest announced publicly by Bank of America, N.T. & S.A., The Chase Manhattan Bank, N.A., Citibank N.A. and Xxxxxx Guaranty Trust Company of New York. If any of these banks does not publicly announce a prime rate, the Ceding Company and the Reinsurer (or its designee) shall jointly select another bank that publicly announces a prime rate and the prime rate publicly announced by that bank shall be used.

(jjj)“Prime Re” shall have the meaning specified in the Recitals.

(kkk)“Primerica” means Primerica, Inc., a Delaware corporation.

(lll)“Recapture Fee” shall have the meaning specified in Section 11.3.

(mmm)“Recapture Notice” shall have the meaning specified in Section 11.2.

(nnn)“Reinstatement” shall have the meaning specified in Section 7.1.

(ooo)“Reinsurance Credit Notice” shall have the meaning specified in Section 11.1(b).

(ppp)“Reinsurance Trust Accounts” shall have the meaning specified in Section 15.1.

(qqq)“Reinsurance Trust Agreement” means the Amended and Restated 80% Coinsurance Trust Agreement, dated as of March 31, 2016, by and among the Ceding Company, the Reinsurer and The Bank of New York Mellon, as amended, supplemented, novated or otherwise modified from time to time, and at any time.

(rrr)“Reinsured ECOs” means (i) Extra-Contractual Obligations paid by the Ceding Company to a single (or joint) policyholder or beneficiary in the ordinary course of business, consistent with prudent business practices and (ii) Extra-Contractual Obligations arising in circumstances where the Reinsurer is an active party and directs or consents to the act, omission or course of conduct occurring after the date hereof that resulted in such Extra-Contractual Obligation; provided, however, that Reinsured ECOs shall not include any liabilities: (x) relating to class actions of any kind; (y) relating to sales, marketing or distribution practices of the Ceding Company or its sales representatives directed or applied to any specific class of policyholders as indicated on the underwriting records of the Ceding Company; or (z) relating to or based on violations of, or noncompliance with, Applicable Law by the Ceding Company. Notwithstanding the foregoing, the term “Reinsured ECOs” shall not include any punitive, exemplary, consequential, special, treble, tort, bad faith or any other form of extra-contractual damages to the extent not permitted to be insured or reinsured under applicable law.

(sss)“Reinsured Policies” means Policies issued (i) on the policy forms identified in Exhibit I and riders thereto in force as of 11:59 p.m. (EST) on December 18, 2009 and (ii) as a result of any Conversions thereto, but not including any End of Term Conversions arising from Coverages with an Original Initial Level Premium Period ending on or after January 1, 2017.

(ttt)“Reinsurer” shall have the meaning specified in the Preamble.

(uuu)“Reinsurer's Quota Share” means eighty percent (80%) or such other percentage as modified to reflect a partial recapture of the Reinsurer's Quota Share of the Reinsured Policies pursuant to the terms and conditions specified in Section 2.1 and Article XI.

(vvv)“Renewal” means the continuation of Coverage under a Reinsured Policy after the end of the Original Initial Level Premium Period of such Coverage in accordance with the terms of such Reinsured Policy.

(www)“Renewal Recapture Right” shall have the meaning specified in Section 11.4.

(xxx)“Representatives” shall have the meaning specified in Section 12.1.

(yyy)“Required Balance” means, as of any date, the amount equal to the Reinsurer's Quota Share of the Statutory Reserves with respect to the Reinsured Policies.

(zzz)“Restatement Date” shall have the meaning specified in the Preamble.

(aaaa)“Retained Asset Account” means the Primerica Estate Account identified in the financial statements of the Ceding Company, reflecting death benefit proceeds retained by the Ceding Company on behalf of beneficiaries and available to such beneficiaries on demand.

(bbbb)“SAP” means statutory accounting principles.

(cccc)“Security Balance” means, as of the last day of each calendar quarter following the date hereof, the aggregate Fair Value as of such date of the Eligible Assets maintained in the Reinsurance Trust Accounts.

(dddd)“Statutory Financial Statement Credit” means credit for reinsurance permitted by the Massachusetts General Laws on the Ceding Company's statutory financial statements filed in the Commonwealth of Massachusetts with respect to the Reinsured Policies.

(eeee)“Statutory Reserves” means, as of any date, all reserves set forth on Schedule A as of such date corresponding to liabilities of a type or kind identified as Covered Liabilities, related to the Reinsured Policies, such amount as determined by the Ceding Company in accordance with the methodologies used by the Ceding Company to calculate such amounts for purposes of its statutory financial statements prepared in accordance with Massachusetts SAP and generally consistent with past practices as of all dates without giving effect to this Agreement.

(ffff)“Stop Loss Assets Amount” means, in respect of any calendar quarter, the amount set forth in Schedule C.

(gggg)“Then Current Practice” shall have the meaning specified in Section 17.2(a).

(hhhh)“Third Party Accountant” means an independent accounting firm which is mutually acceptable to Ceding Company and Reinsurer, or, if Ceding Company and Reinsurer cannot agree on such an accounting firm, an independent accounting firm mutually acceptable to Ceding Company's and Reinsurer's respective independent accountants.

(iiii)“Third Party Reinsurance” means reinsurance of the Reinsured Policies placed with third party reinsurers as identified and summarized in Exhibit II (as such Exhibit II may be amended from time to time, and at any time).

(jjjj)“Third Party Reinsurance Premiums” means all premiums paid by the Ceding Company on or after the Effective Date for coverage under Third Party Reinsurance, net of refunds of unearned premiums on lapse (except that the refund of unearned premiums shall only apply for premiums payable under Third Party Reinsurance on or after the Effective Date).

(kkkk)“Top-Up Notice” shall have the meaning specified in Section 8.3(b).

(llll)“Trust Assets” shall have the meaning specified in Section 15.2.

(mmmm)“Trustee” means the trustee under the Reinsurance Trust Agreement.

ARTICLE II

REINSURANCE

Section 2.1Reinsurance. Subject to the terms and conditions of this Agreement, the Ceding Company hereby cedes on an indemnity basis to the Reinsurer, and the Reinsurer hereby accepts and agrees to reinsure on an indemnity basis, the Reinsurer's Quota Share of the Covered Liabilities, provided, however, in the event of a recapture involving a pro rata portion of the Reinsurer's Quota Share of the Reinsured Policies pursuant to Article XI hereof, the Reinsurer's Quota Share of the Covered Liabilities will be proportionately reduced. The Reinsurer's Quota Share of Covered Liabilities shall be reduced, but not below zero, by the Reinsurer's Quota Share of Third Party Reinsurance for Covered Liabilities in accordance with the respective terms thereof, to the extent such Third Party Reinsurance is actually collected.

Section 2.2Exclusions. Notwithstanding any provision of this Agreement to the contrary, the Reinsurer shall not be liable for any liabilities or obligations of the Ceding Company that are:

(a)liabilities relating to benefits, including, but not limited to, terminal illness benefits, other than life insurance death benefits, any related waiver of premium coverages and write-offs of terminal illness policy loan balances;

(b)any liabilities resulting from any coverage added after the Effective Date to a Reinsured Policy that is not a Conversion or Renewal or otherwise required or permitted by the terms of such Reinsured Policy in effect on the Effective Date, unless such additional coverage is required by Applicable Law or has been approved in writing in advance by the Reinsurer;

(c)any liabilities relating to deaths occurring prior to the Effective Date;

(d)Extra-Contractual Obligations, other than Reinsured ECOs;

(e)any loss or liabilities relating to or arising from the Ceding Company's Retained Asset Account for the Reinsured Policies;

(f)any losses or liabilities arising under any End of Term Conversion occurring on or after January 1, 2017;

(g)any loss or liabilities relating to or arising from actions taken by the Ceding Company without the consent of the Reinsurer as required by Section 17.2(b) hereof;

(h)any loss or liabilities relating to or arising from claims made, or lawsuits brought, by agents of the Ceding Company; and

(i)all liabilities or obligations of any kind or nature whatsoever that do not relate to the Reinsured Policies (collectively, (a)-(i) constitute the “Excluded Liabilities”).

Section 2.3Territory. The reinsurance provided under this Agreement shall apply to the Covered Liabilities covering lives and risks wherever resident or situated.

ARTICLE III

COMMENCEMENT OF THE REINSURER'S LIABILITY

Section 3.1Commencement of the Reinsurer's Liability. Except as otherwise set forth in this Agreement, the Reinsurer's liability under this Agreement shall attach simultaneously with that of the Ceding Company, and all reinsurance with respect to which the Reinsurer shall be liable by virtue of this Agreement shall be subject in all respects to the same risks, terms, rates, conditions, interpretations, and to the same modifications, alterations, cancellations and receivables under Third Party Reinsurance, as the respective Reinsured Policies to which liability under this Agreement attaches, the true intent of this Agreement being that the Reinsurer shall, in every case to which liability under this Agreement attaches and always subject to the Excluded Liabilities, follow the fortunes of the Ceding Company.

ARTICLE IV

REINSURANCE PREMIUMS, ALLOWANCES AND OTHER OBLIGATIONS

Section 4.1Reinsurance Premiums. As consideration for the reinsurance provided herein, on a monthly basis during the term of this Agreement, the Ceding Company shall pay to the Reinsurer the Reinsurer's Quota Share of Direct Premiums net of the Reinsurer's Quota Share of Third Party Reinsurance Premiums (the “Net Premium”). The Net Premium shall be paid in accordance with Article VIII.

Section 4.2Allowances. At each month end following the date hereof, the Reinsurer shall pay the Ceding Company the Expense Allowance calculated on the basis of the number of Reinsured Policies in force on such date. The number of Reinsured Policies in force for each calendar month shall be determined by adding the number of Reinsured Policies in force on the last day of the prior calendar month and the number of Reinsured Policies in force on the last day of the current calendar month and dividing that total by two (2); provided, however, if there are any End of Term Renewals, the Expense Allowance for the Reinsured Policies associated with such End of Term Renewals that start after December 31, 2016 will be zero. The Expense Allowance shall be payable in accordance with Article VIII.

Section 4.3Other Obligations. On a monthly basis during the term of this Agreement, the Reinsurer shall pay the Ceding Company the Reinsurer's Quota Share of the following amounts: (i) 2.3% of premiums collected for such month in connection with the Reinsured Policies as a provision for Premium Taxes incurred by the Ceding Company; (ii) $50 for each new Conversion which results in the issuance of a Reinsured Policy (including the issuance of one or more riders to a base Policy); (iii) Commissions for each Reinsured Policy; and (iv) any out-of-pocket underwriting fees associated with Reinstatements.

Section 4.4Third Party Reinsurance. The Ceding Company shall pay to the Reinsurer the Reinsurer's Quota Share of all ceding commissions and any Premium Tax or other expense allowances collected by the Ceding Company from the reinsurers under Third Party Reinsurance.

ARTICLE V

TAXES

Section 5.1Guaranty Fund Assessments. Except as provided in Section 4.2, the Reinsurer shall not reimburse the Ceding Company for any guaranty fund assessments arising on account of premiums on the Reinsured Policies.

Section 5.2Premium Taxes. The Ceding Company shall be liable for all Premium Taxes. The Reinsurer shall pay to the Ceding Company a provision for Premium Taxes incurred in connection with premiums received under the Reinsured Policies in accordance with Section 4.3.

Section 5.3DAC Tax Election.

(a)The Ceding Company and the Reinsurer agree to the election pursuant to Treasury Regulations section 1.848-2(g)(8) (such election being referred to as the “DAC Tax Election”), whereby:

(i)the party with the net positive consideration for this Agreement for each taxable year will capitalize specified policy acquisition expenses with respect to this Agreement without regard to the general deductions limitation of section 848(c)(1) of the Internal Revenue Code of 1986, as amended (the “Code”);

(ii)the parties agree to exchange information pertaining to the amount of net consideration under this Agreement each year to ensure consistency. If requested, the Ceding Company will provide supporting information reasonably requested by the Reinsurer. The parties also mutually agree to exchange information otherwise required by the U.S. Internal Revenue Service. (The term “net consideration” will refer to the net consideration as defined in Treasury Regulations section 1.848-2(f)); and

(iii)this DAC Tax Election will be effective for the first taxable year in which this Agreement is effective and for all years for which this Agreement remains in effect.

(b) The Ceding Company and the Reinsurer will each attach a schedule to their respective federal income tax returns filed for the first taxable year for which this DAC Tax Election is effective. Such schedule shall identify the Agreement as a reinsurance agreement for which the DAC Tax Election under Treasury Regulations section 1.848-2(g)(8) has been made.

(c)Each of the Ceding Company and the Reinsurer represents and warrants that it is subject to U.S. taxation under the provisions of subchapter L of Chapter 1 of the Code.

ARTICLE VI

CLAIMS

Section 6.1Notice of Claims. Claim amounts less than or equal to $250,000 (net of amounts recoverable under Third Party Reinsurance) will be reported by the Ceding Company to the Reinsurer on a bordereau basis, and all other Claims shall be reported, with such information as may be reasonably requested by the Reinsurer, on an individual basis, in each case in accordance with Section 8.1.

Section 6.2Settlement Authority. The Ceding Company shall have full authority to determine liability on any Claim reinsured hereunder and may settle losses as it deems appropriate, but in so doing it shall act with the skill and diligence commonly expected from qualified personnel performing such duties for U.S. life insurance companies and consistent with the Ceding Company's Then Current Practice.

Section 6.3Claim Payments. Following receipt by the Reinsurer of the Monthly Report setting forth the Ceding Company's payment of any Covered Liabilities reinsured hereunder, the Reinsurer shall make payment of the Reinsurer's Quota Share of the Covered Liabilities in accordance with Article VIII.

Section 6.4Misstatement of Age or Sex. In the event of an increase or reduction in the amount of the Ceding Company's insurance on any Reinsured Policy because of an overstatement or understatement of age or misstatement of sex, established during the life, or after the death, of the insured, the Reinsurer will share in such increase or reduction in proportion to the Reinsurer's Quota Share.

ARTICLE VII

REINSTATEMENTS

Section 7.1Reinstatements. If a Reinsured Policy is reinstated in accordance with its terms and the Ceding Company's reinstatement rules as in effect on the Effective Date (a “Reinstatement”), the reinsurance of such Reinsured Policy will be restored as if no change had occurred. In such a case, the Ceding Company shall promptly pay the Reinsurer the Reinsurer's Quota Share of the Net Premiums attributable to such Reinstatement.

ARTICLE VIII

ACCOUNTING AND RESERVES

Section 8.1Monthly Reports. Within twenty (20) Business Days after the end of each calendar month, the Ceding Company shall deliver to the Reinsurer the following monthly reports (each a “Monthly Report”) substantially in the form set forth in Exhibit III hereto: (i) Monthly Settlement Report; (ii) Policy Exhibit; (iii) Reserve Report; (iv) Claim Reserve Report; (v) Bordereau Report; and (vi) Non-Bordereau Claims Report.

Section 8.2Monthly Account Balance Reports. No later than ten (10) Business Days after the end of each calendar month, the Ceding Company shall prepare and deliver to the Reinsurer a report in the form and containing the information set forth in Exhibit IV (each a “Monthly Account Balance Report”).

Section 8.3Settlements.

(a)All monthly settlements shall be effected as follows: (i) if the Monthly Report shows that the Ceding Company owes the Reinsurer a positive amount, the Ceding Company will pay the amount owed simultaneously with the delivery to the Reinsurer of the Monthly Report and (ii) if the Monthly Report shows that the Reinsurer owes the Ceding Company a positive amount, the Reinsurer shall pay the amount owed within twenty (20) Business Days after receiving the Monthly Report, it being understood that, for purposes of this Section 8.3(a), appropriate adjustments shall be made for withdrawals and reimbursements made during the month by the Ceding Company pursuant to Sections 15.5 and 15.6.

(b)If the Reserve Report provided to the Reinsurer for the last month of a calendar quarter shows that (i) for so long as there is a separate Prime-Funded Reserves Trust Account and Pecan-Funded Reserves Trust Account contemplated by the Reinsurance Trust Agreement (A) the Pecan-Funded Security Balance is less than the Pecan-Funded Reserves Trust Account Required Balance as of the end of the immediately preceding calendar quarter or (B) the Prime-Funded Security Balance is less than the Prime-Funded Reserves Trust Account Required Balance as of the end of the immediately preceding calendar quarter or (ii) otherwise, the Security Balance is less than the Required Balance as of the end of the immediately preceding calendar quarter, in each case the Ceding Company shall notify the Reinsurer of the amount of the deficiency (the “Top-Up Notice”). The Top-Up Notice shall be delivered to the Reinsurer at the same time as the copy of the Monthly Report for the same calendar quarter.

(c)All settlements of account between the Ceding Company and the Reinsurer shall be made in cash or its equivalent.

Section 8.4Offset and Recoupment. Each Party, at its option, may offset or recoup any balance or balances, whether on account of premiums, Expense Allowances, claims and losses, Excess Withdrawal Amounts from the Pecan-Funded Reserves Trust Account and interest accrued thereon or amounts otherwise due from one Party to the other under this Agreement or other agreements between the Parties, or as a result of damages awarded to either Party pursuant to litigation or otherwise, which shall be deemed mutual debts or credits, as the case may be; provided, however, that the Party electing such right with respect to matters not reflected in the Monthly Reports shall notify the other Party in writing of its election to do so.

Section 8.5Currency. All financial data required to be provided pursuant to the terms of this Agreement shall be expressed in United States dollars. All payments and all settlements of account between the Parties shall be in United States currency unless otherwise agreed by the Parties.

ARTICLE IX

EXPENSES IN CONNECTION WITH THE REINSURED POLICIES

Section 9.1Expenses in Connection with the Reinsured Policies. The Ceding Company shall pay for all expenses and charges incurred in connection with the Reinsured Policies including medical examinations, inspection fees, and other fees. Except as provided in Section 4.2 and Section 4.3, such amounts shall not be reimbursed by the Reinsurer.

ARTICLE X

ERRORS AND OMISSIONS

Section 10.1Errors and Omissions. Subject to the terms of this Agreement, neither Party hereto shall be prejudiced in any way by inadvertent errors or omissions made by such Party in connection with this Agreement provided such errors and omissions are corrected promptly following discovery thereof. Upon the discovery of an inadvertent error or omission by either Party hereto, appropriate adjustments shall be made as soon as practicable to restore the Parties to the fullest extent possible to the position they would have been in had no such inadvertent error or omission occurred.

ARTICLE XI

RECAPTURE

Section 11.1Recapture. The Ceding Company may in accordance with the provisions of this Article XI recapture, in its sole discretion, all or a pro rata portion of all of the Reinsurer's Quota Share of the Reinsured Policies upon the occurrence of one of the following events:

(a)If the Reinsurer becomes insolvent or if the Commissioner has instituted a proceeding or entered a decree or order for the appointment of a rehabilitator or liquidator;

(b)If the Reinsurer fails to take steps reasonably satisfactory to the Ceding Company to assure the Ceding Company of full Statutory Financial Statement Credit for the Reinsured Policies within forty-five (45) calendar days of Reinsurer's receipt of written notice from the Ceding Company (a “Reinsurance Credit Notice”) that the Ceding Company has been advised by any Governmental Authority that the Governmental Authority will deny or has denied Statutory Financial Statement Credit on any financial statement filed by the Ceding Company with such Governmental Authority;

(c)If the Reinsurer is in material breach of any other representation, warranty or covenant under this Agreement and the Reinsurer fails to cure any such material breach of any representation, warranty or covenant hereunder within sixty (60) calendar days of receipt of written notice of such breach by the Reinsurer, unless such breach constitutes a Capital Maintenance Failure, in which case the provision in Section 11.1(e) shall apply and this provision shall not apply;

(d)If the Reinsurer fails in any material respects to fund, or cause to be funded, either of the Reinsurance Trust Accounts to the amount required after receipt of the Top-Up Notice under Section 15.3(d) within the time period specified therein, and the Reinsurer fails to cure any such funding deficiency within twenty (20) Business Days of receipt of written notice of such funding deficiency by the Reinsurer and the Security Balance is less than the Required Balance; or

(e)If there is a Capital Maintenance Failure under the Capital Maintenance Agreement. For purposes of this Section 11.1(e), a “Capital Maintenance Failure” occurs at the end of any Approval Period when (i) the Reinsurer's Total Adjusted Capital is less than the Capital Threshold (as such terms are defined in the Capital Maintenance Agreement) and (ii) the Reinsurer fails to obtain a payment from the Obligor (as defined in the Capital Maintenance Agreement) in the amount of the deficiency within the Approval Period beginning on the date a demand is made by or on behalf of the Reinsurer for such payment in accordance with Section 2(a) of the Capital Maintenance Agreement. The Reinsurer shall reimburse the Ceding Company for actual reasonable expenses incurred by the Ceding Company pursuant to this Section 11.1(e).

Section 11.2Notice of Recapture. The Ceding Company shall notify the Reinsurer in writing of the reasons for, and the effective date of, the recapture ninety (90) calendar days prior to the effective date of recapture (the “Recapture Notice”); provided, however, that the recapture shall not be deemed to be consummated until the final accounting described in Section 11.4 of this Article XI has been completed and the Reinsurer has paid the Commutation Payment, if any.

Section 11.3Recapture Fee. The Ceding Company shall pay a recapture fee (the “Recapture Fee”) to the Reinsurer upon the occurrence of any recapture of the Reinsured Policies pursuant to Section 11.1(b) if such recapture was triggered by the inability of the Ceding Company to obtain full Statutory Financial Statement Credit for the Reinsured Policies due to actions taken by the Ceding Company or its Affiliates; provided, however, that if the Reinsurer is in material breach of any representation, warranty or covenant under this Agreement at the time a recapture is triggered under Section 11.1(b), no Recapture Fee will be due and payable by the Ceding Company. The Recapture Fee shall be equal to an amount to be determined by an actuarial appraisal prepared by a nationally recognized independent actuarial firm in accordance with methodologies agreed upon by the Ceding Company and Reinsurer to determine the value of the Reinsured Policies at such time in a manner consistent with the valuation of the Reinsured Policies as set forth in the Milliman Report and consistent with the determination of the Initial Ceding Commission based on such valuation.

Section 11.4Renewal Recapture. The Ceding Company shall also have the right, upon prior written notice to the Reinsurer, to recapture, in its sole discretion, all or a pro rata portion of End of Term Renewals arising from Policies with an Original Initial Level Premium Period ending on or after January 1, 2017 (the “Renewal Recapture Right”). No Recapture Fee is payable in connection with the recapture of any End of Term Renewal.

Section 11.5Commutation Accounting and Settlement. In the event of any recapture under this Article XI or termination under Section 21.8, the Reinsurer shall pay to the Ceding Company an amount equal to (i) the Reinsurer's Quota Share of the Statutory Reserves, Interest Maintenance Reserves (but only to the extent the Ceding Company's Interest Maintenance Reserves are increased) and advance premiums, if applicable, attributable to the Reinsured Policies being recaptured, in each case, calculated as of the effective date of the recapture set forth in the Recapture Notice; minus (ii) any amounts due to the Reinsurer but unpaid under this Agreement, including the Recapture Fee, if any, and net deferred premiums; plus (iii) any amounts due to the Ceding Company but unpaid under this Agreement (collectively, the “Commutation Payment”); provided, however, that, if the amount calculated pursuant to clause (ii) of this subsection exceeds the amounts calculated pursuant to clauses (i) and (iii) of this subsection, the Ceding Company shall pay to the Reinsurer the amount of such excess. Following recapture and payment to the appropriate Party of the net Commutation Payment required hereunder, neither Party shall have further liability to the other Party hereunder with respect to the recaptured business.

Section 11.6Limitation on Partial Recaptures. Notwithstanding the provisions of Section 11.1, the Ceding Company shall not be permitted to effect a partial recapture pursuant to Section 11.1 if, after giving effect to the recapture, the Statutory Reserves would be less than U.S. $100,000,000.

ARTICLE XII

ACCESS TO BOOKS AND RECORDS

Section 12.1Access to Books and Records.

(a)The Ceding Company shall, upon reasonable notice, provide to the Reinsurer, and the counsel, financial advisors, accountants, actuaries and other representatives of the Reinsurer (the “Representatives”) access, at the Reinsurer's sole cost and expense, to review, inspect, examine and reproduce the Ceding Company's books, records, accounts, policies, practices and procedures, including underwriting policy, claims administration guidelines and sales and Conversion practices, relating to the Reinsured Policies, including any audits and self assessments conducted by the Ceding Company as well as any unaudited information provided to Primerica in connection with Primerica's public company reporting requirements, at the place such records are located, and to discuss such matters with the employees, external auditors and external actuaries of the Ceding Company that are knowledgeable about such records, without undue disruption of the normal operations of the Ceding Company.

(b)The Reinsurer and its Representatives shall have the right, at its sole cost and expense, to conduct audits from time to time, upon reasonable notice to the Ceding Company, of the relevant books, records, accounts, policies, practices and procedures, including underwriting policy, claims administration guidelines and sales and Conversion practices of the Ceding Company relating to the Reinsured Policies.

(c)The Reinsurer shall reimburse the Ceding Company for any reasonable out-of-pocket costs that the Ceding Company incurs in providing assistance to the Reinsurer and its Representatives in connection with this Section 12.1.

(d)The Ceding Company shall use its reasonable best efforts to assist and cooperate with the Reinsurer, and its Representatives in providing access to the relevant in force files, experience data, books, records and accounts of the Ceding Company relating to the Reinsured Policies.

ARTICLE XIII

INSOLVENCY

Section 13.1Insolvency. In the event of the insolvency of the Ceding Company, payments due the Ceding Company on all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by the Reinsurer on the basis of claims filed and allowed in the liquidation proceeding under the Reinsured Policies without diminution because of the insolvency of the Ceding Company, either directly to the Ceding Company or to its domiciliary liquidator or receiver, except where the Reinsurer, with the consent of the Policyholder and in conformity with Applicable Law, has assumed the Ceding Company's obligations as direct obligations of the Reinsurer to the payees under the Reinsured Policies and in substitution for the obligations of the Ceding Company to the payees. It is understood, however, that in the event of the insolvency of the Ceding Company, the liquidator or receiver or statutory successor of the Ceding Company shall give written notice to the Reinsurer of any impending Claim against the Ceding Company on a Reinsured Policy within a reasonable period of time after such Claim is filed in the insolvency proceedings and that during the pendency of such Claim the Reinsurer may, at its own expense, investigate such Claim and interpose, in the proceeding where such Claim is to be adjudicated any defense or defenses which it may deem available to the Ceding Company or its liquidator or receiver or statutory successor. It is further understood that the expense thus incurred by the Reinsurer shall be chargeable, subject to court approval, against the Ceding Company as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer.

ARTICLE XIV

DISPUTE RESOLUTION

Section 14.1Consent to Jurisdiction. Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the United States District Court for the District of Massachusetts or, if such court does not have jurisdiction, the appropriate district court of the Commonwealth of Massachusetts, for the purposes of enforcing this Agreement. The parties shall take such actions as are within their control to cause any disputes as described in the preceding sentence to be assigned to the complex litigation docket of the applicable court. In any action, suit or other proceeding, each of the parties hereto irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise any claims that it is not subject to the jurisdiction of the above courts, that such action or suit is brought in an inconvenient forum or that the venue of such action, suit or other proceeding is improper. Each of the parties hereto also agrees that any final and unappealable judgment against a party hereto in connection with any action, suit or other proceeding as contemplated in this Article XIV shall be conclusive and binding on such party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment.

Section 14.2Waiver of Jury Trial. Each of the parties hereto irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement or the transactions contemplated hereby.

Section 14.3Specific Performance. The parties recognize and agree that if for any reason any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached, immediate and irreparable harm or injury would be caused for which money damages would not be an adequate remedy. Accordingly, each party agrees that, in addition to any other available remedies each other party shall be entitled to an injunction restraining any violation or threatened violation of any of the provisions of this Agreement without the necessity of posting a bond or other form of security. In the event that any action should be brought in equity to enforce any of the provisions of this Agreement, no party will allege, and each party hereby waives the defense, that there is an adequate remedy at law.

ARTICLE XV

REINSURANCE TRUST ACCOUNT

Section 15.1Reinsurance Trust Agreement. Prior to the Restatement Date, Prime Re, as grantor, created (i) a trust account to support the Pecan-Funded Reserves (the “Pecan-Funded Reserves Trust Account”) and (ii) a trust account to support the Prime-Funded Reserves (the “Prime-Funded Reserves Trust Account,” and together with the Pecan-Funded Reserves Trust Account, the “Reinsurance Trust Accounts”) and has named the Ceding Company as sole beneficiary of each Reinsurance Trust Account. On the Restatement Date, the Reinsurer assumed through novation Prime Re's position, as grantor, under the Pecan-Funded Reserves Trust Account and the Prime-Funded Reserves Trust Account.

Section 15.2Investment and Valuation of Trust Assets. The assets held in the Reinsurance Trust Accounts (the “Trust Assets”) shall consist of Eligible Assets.

Section 15.3Adjustment of Trust Assets and Withdrawals.

(a)The amount of assets to be maintained in each of the Reinsurance Trust Accounts shall be adjusted following the end of each calendar quarter in accordance with the Reserve Report for the last calendar month of each calendar quarter provided to the Reinsurer pursuant to the terms of Section 8.1. Such report shall set forth (i) the amount by which the Pecan-Funded Security Balance equals or exceeds the Pecan-Funded Reserves Trust Account Required Balance, (ii) the amount by which the Prime-Funded Security Balance equals or exceeds the Prime-Funded Reserves Trust Account Required Balance and (iii) the amount by which the Security Balance equals or exceeds the Required Balance, in each case as of the end of the immediately preceding calendar quarter.

(b)If the Pecan-Funded Security Balance exceeds 102% of the Pecan-Funded Reserves Trust Account Required Balance, in each case as of the end of the immediately preceding calendar quarter, then the Reinsurer shall have the right to seek approval (which shall not be unreasonably or arbitrarily withheld, conditioned or delayed) from the Ceding Company to withdraw the excess from the Pecan-Funded Reserves Trust Account; provided, however, that the Reinsurer may not withdraw any amounts from the Pecan-Funded Reserves Trust Account unless the Prime-Funded Reserves Trust Account contains at least 102% of the Prime-Funded Reserves Trust Required Balance.

(c)If the Prime-Funded Security Balance exceeds 102% of the Prime-Funded Reserves Trust Account Required Balance, in each case as of the end of the immediately preceding calendar quarter, then the Reinsurer shall have the right to seek approval (which shall not be unreasonably or arbitrarily withheld, conditioned or delayed) from the Ceding Company to withdraw the excess from the Prime-Funded Reserves Trust Account; provided, however, that the Reinsurer may not withdraw any amounts from the Prime-Funded Reserves Trust Account unless the Pecan-Funded Reserves Trust Account contains at least 102% of the Pecan-Funded Reserves Trust Required Balance.

(d)For so long as there is a separate Prime-Funded Reserves Trust Account and Pecan-Funded Reserves Trust Account, the Reinsurer shall, no later than twenty (20) Business Days following receipt of a Top-Up Notice delivered in accordance with Section 8.3(b) (i) regarding the Pecan-Funded Security Balance, deposit, or cause to be deposited, additional Trust Assets into the Pecan-Funded Reserves Trust Account so that the Pecan-Funded Security Balance, as of the date such additional Trust Assets are so deposited, is no less than the Pecan-Funded Reserves Trust Account Required Balance as of the end of the immediately preceding calendar quarter and (ii) regarding the Prime-Funded Security Balance, deposit, or cause to be deposited, additional Trust Assets into the Prime-Funded Reserves Trust Account so that the Prime-Funded Security Balance, as of the date such additional Trust Assets are so deposited, is no less than the Prime-Funded Reserves Trust Account Required Balance as of the end of the immediately preceding calendar quarter. Without limiting or duplicating the Reinsurer's obligations pursuant to the immediately preceding sentence, irrespective of whether there is a separate Prime-Funded Reserves Trust Account and Pecan-Funded Reserves Trust Account, the Reinsurer shall, no later than twenty (20) Business Days following receipt of a Top-Up Notice delivered in accordance with Section 8.3(b) regarding the Security Balance, deposit, or cause to be deposited, additional Trust Assets into the Reinsurance Trust

Accounts or, as applicable, any successor reinsurance trust account created pursuant and subject to the Reinsurance Trust Agreement, so that the Security Balance, as of the date such additional Trust Assets are so deposited, is no less than the Required Balance as of the end of the immediately preceding calendar quarter.

Section 15.4Negotiability of Trust Assets. Prior to depositing Trust Assets with the Trustee, the Reinsurer or such other Person depositing Trust Assets shall execute all assignments or endorsements in blank, or transfer legal title to the Trustee of all shares, obligations or any other assets requiring assignments, in order that the Ceding Company, or the Trustee upon direction of the Ceding Company, may whenever necessary negotiate any such assets without consent or signature from the Reinsurer or any other entity.

Section 15.5Ceding Company's Withdrawals. The Ceding Company (or any successor by operation of law of the Ceding Company, including, but not limited to, any liquidator, rehabilitator, receiver or conservator of the Ceding Company) may only withdraw Trust Assets for one or more of the following purposes, without diminution because of insolvency on the part of the Ceding Company or the Reinsurer:

(a)to pay, or reimburse the Ceding Company for payment of, the Reinsurer's Quota Share of premiums to be returned, but not yet recovered from the Reinsurer, to Policyholders because of cancellations of Reinsured Policies;

(b)to pay, or reimburse the Ceding Company for payment of, the Reinsurer's Quota Share of Covered Liabilities payable pursuant to the provisions of the Reinsured Policies, but not yet recovered from the Reinsurer;

(c)to pay to the Ceding Company any Commutation Payment due the Ceding Company but not yet paid by the Reinsurer;

(d)in the event that the Ceding Company has received notification from the Reinsurer or Trustee of termination of the Reinsurance Trust Accounts and where the Reinsurer's Quota Share of obligations under this Agreement remain unliquidated and undischarged ten (10) days prior to the scheduled termination date, the Ceding Company may withdraw all the assets in the Reinsurance Trust Accounts and deposit such amounts, in the name of the Ceding Company, in any United States bank or trust account, apart from its general assets, in trust for such uses and purposes specified in (a) and (b) above as may remain executory after such withdrawal and for any period after such termination date; or

(e)to pay to the Reinsurer or its designated payee amounts held in the Reinsurance Trust Accounts in excess of the amount necessary to secure the credit or reduction from liability for reinsurance taken by the Ceding Company.

Any assets deposited into an account of the Ceding Company pursuant to clause (d) of this Section 15.5 or withdrawn by the Ceding Company pursuant to clause (e) of this Section 15.5 and any interest or other earnings thereon shall be held by the Ceding Company in trust and separate and apart from any assets of the Ceding Company, for the sole purpose of funding the payments and reimbursements described in clauses (a) through (e), inclusive, of this Section 15.5.

Section 15.6Return of Excess Withdrawals. The Ceding Company shall return to the Reinsurer, within five (5) Business Days, assets withdrawn in excess of all amounts due under Sections 15.5(a), (b) and (e), or, in the case of Section 15.5(d) above, assets that are subsequently determined not to be due (the Fair Value of any such withdrawn assets at the time of withdrawal, the “Excess Withdrawal Amount”). Any assets subsequently returned in the case of Section 15.5(d) shall include interest at the Prime Rate applied on a daily basis for the amounts returned. Any such Excess Withdrawal Amount from a Reinsurance Trust Account and any interest accrued thereon in accordance with the preceding sentence shall be deemed to be an amount due to the Reinsurer and subject to Section 8.4.

Section 15.7Costs of Trust. The cost of maintaining the Reinsurance Trust Accounts shall be borne by the Reinsurer.

ARTICLE XVI

THIRD PARTY BENEFICIARY

Section 16.1Third Party Beneficiary. Nothing in this Agreement or the Reinsurance Trust Agreement is intended to give any person, other than the parties to such agreements, their successors and permitted assigns, any legal or equitable right remedy or claim under or in respect of this Agreement or the Reinsurance Trust Agreement or any provision contained therein.

ARTICLE XVII

REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 17.1Representations and Warranties of the Ceding Company.

(a)Organization, Standing and Authority of the Ceding Company. The Ceding Company is a life insurance company duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts, and has all requisite corporate power and authority to carry on the operations of its business as they are now being conducted. The Ceding Company has obtained all authorizations and approvals required under Applicable Law to enter into and perform the obligations contemplated of the Ceding Company under this Agreement.

(b)Authorization. The Ceding Company has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery by the Ceding Company of this Agreement, and the performance by the Ceding Company of its obligations under this Agreement, have been duly authorized by all necessary corporate action and do not require any further authorization, action or consent of the Ceding Company. This Agreement, when duly executed and delivered by the Ceding Company, subject to the due execution and delivery by the Reinsurer, will be a valid and binding obligation of the Ceding Company, enforceable against the Ceding Company in accordance with its terms, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting enforcement of creditors' rights and to general equity principles.

(c)No Conflict or Violation. Except as set forth in Schedule B, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby in accordance with the respective terms and conditions hereof will not (a) violate any provision of the Articles of Incorporation or Bylaws of the Ceding Company, (b) violate, conflict with or result in the breach of any of the terms of, result in any modification of, give any counterparty the right to terminate, or constitute a default under, any contract or other agreement to which the Ceding Company is a party, or (c) violate any order, judgment, injunction, award or decree of any court, arbitrator or Governmental Authority against, or binding upon, or any agreement with, or condition imposed by, any Governmental Authority, foreign or domestic, binding upon the Ceding Company.

(d)Absence of Litigation. There is no action, suit, proceeding or investigation pending or threatened that questions the legality of the transactions contemplated by this Agreement or that would prevent consummation of the transactions contemplated by this Agreement or the performance by the Ceding Company of its obligations hereunder.

(e)Milliman Information True and Complete.

(i)To the best of the Ceding Company's knowledge, all information and data supplied to Xxxxxxxx Inc. (“Milliman”) identified on Exhibit V-A hereto (the “Milliman Information”) was true, accurate and complete in all material respects as of the date the document containing such Milliman Information was provided to Milliman by the Ceding Company; provided, however, the Parties acknowledge that no representation or warranty has been made to the Reinsurer or any of its Affiliates or Representatives with respect to the truth, accuracy and completeness of any assumptions, projections, or estimates either provided by the Ceding Company or underlying any of the studies prepared

by the Ceding Company in connection with the Milliman Information except that the Ceding Company represents and warrants that such assumptions, projections or estimates were the ones actually utilized by the Ceding Company for the purposes stated in Exhibit V. The Milliman Information was complied in a commercially reasonable manner given the intended purpose.

(ii)The financial data supplied to Milliman identified on Exhibit V-B hereto presents fairly, in all material respects, the financial condition and results of operations of the Ceding Company as of and for the periods specified therein in accordance with Massachusetts SAP, consistently applied.

(f)Coverage Information. The Reinsured Policies information identified in Exhibit I is true, accurate and complete in all material respects.

(g)Regulatory Filings. The Ceding Company has filed the appropriate regulatory filings to increase guaranteed premium provisions in Policies or coverages that may be issued upon the occurrence of a Conversion with each applicable state insurance regulator prior to the Effective Date and has received all required approvals or non-disapprovals from each such insurance regulator.

Section 17.2Covenants of the Ceding Company.

(a)Administration and Claims Practices.

(i)In the administration and claims practices relating to the Reinsured Policies (the “Administrative Practices”), the Ceding Company shall (A) use the skill and diligence commonly expected from qualified personnel performing such duties for U.S. life insurance companies; (B) act in accordance with the Ceding Company's internal company guidelines as in effect on January 1, 2016; (C) be in conformance with Applicable Law in all material respects; and (D) act in a manner consistent with its existing administrative and claims practices in effect on January 1, 2016 and in any case with no less skill, diligence and expertise as the Ceding Company applies to servicing its other business, including those claims practices in existence for Third Party Reinsurance (each, an “Existing Practice”); notwithstanding the foregoing, the Ceding Company shall not be in breach of this Section 17.2(a)(i) unless either (Y) the Reinsurer shall have notified the Ceding Company in writing of the Ceding Company's failure to perform its obligations under this Section 17.2(a)(i) (which written notice shall describe such failure with reasonable particularity) or (Z) an officer of the Ceding Company with direct responsibility for its administrative services, or any senior officer of the Ceding Company, has actual knowledge that the Ceding Company has failed to perform its obligations under this Section 17.2(a)(i), and in either case the Ceding Company shall have failed to cure such breach within thirty (30) days following receipt of such notice or such actual knowledge.

(ii)An Existing Practice may be reasonably modified from time to time, except that, to the extent the Ceding Company modifies an Existing Practice from time to time following January 1, 2016 (an Existing Practice, as modified from time to time, a “Then Current Practice”), the Ceding Company shall act in accordance and consistent with the Then Current Practice; provided, that, if a Then Current Practice would materially adversely affect the rights, remedies and position of the Reinsurer, the Ceding Company shall obtain the consent of the Reinsurer (which consent shall not be unreasonably withheld, conditioned or delayed) prior to applying the Then Current Practice to the Reinsured Policies.

(b)Reinsured Policies. In all instances as they relate to the Reinsured Policies:

(i)The Ceding Company shall not, and shall cause its Affiliates not to (A) change agent commission and compensation schedules, (B) adopt or implement any program that is expected to result in a material increase in lapses, exchanges, replacements or Conversions under the Reinsured Policies or (C) change coverage options or premiums (except as contemplated by Section 17.2(f) hereof), including coverage options for End of Term Conversions, in each case under (A), (B) and (C) without notifying the Reinsurer in advance of any such action and obtaining the Reinsurer's prior written consent (which shall not be unreasonably withheld, conditioned or delayed).

(ii)The Ceding Company and the Reinsurer shall reasonably cooperate on any proposals for pricing or coverage changes proposed by either Party, including making any rate and form filings or other regulatory filings that impact pricing or premiums under the Reinsured Policies; provided, however, the Ceding Company shall have final approval authority in its discretion over any proposal brought by the Reinsurer pursuant to this Section 17.2(b)(ii).

(iii)The Parties agree and acknowledge that the Ceding Company's relationship with the Reinsurer shall in all respects be governed by a duty of utmost good faith. At all times during the term of this Agreement, the Ceding Company shall (i) administer, manage and oversee the Reinsured Policies and the Covered Liabilities, and (ii) perform all its obligations to the Reinsurer under this Agreement, in a manner consistent with its utmost good faith obligations.

(c)Third Party Reinsurance.

(i)The Ceding Company shall not, without the Reinsurer's prior approval (which approval shall not be unreasonably or arbitrarily withheld, conditioned or delayed), (A) terminate or materially modify any existing Third Party Reinsurance or (B) purchase new third party reinsurance for the Reinsured Policies.

(ii)The Ceding Company shall use commercially reasonable efforts to maintain its existing Third Party Reinsurance from and after the Effective Date, consistent with the existing practice of the Ceding Company in effect on the Effective Date.

(d)Reporting. To the extent not prohibited by Applicable Law, the Ceding Company will provide all reports it is required to deliver under this Agreement (including, without limitation, each Monthly Report and Quarterly Report) not later than the last date on which such report is required to be so delivered, except that the Ceding Company shall not be in breach of this Section 17.2(d) unless either (i) the Reinsurer shall have notified the Ceding Company in writing of its failure to timely deliver such report or (ii) an officer of the Ceding Company with direct responsibility for the preparation and delivery of such report has actual knowledge that the report was not delivered when due, and in either case the Ceding Company shall have failed to deliver such information within thirty (30) days following receipt of such notice or actual knowledge.

(e)Books and Records. The Ceding Company shall maintain and implement reasonable administrative and operating procedures with respect to records relating to the Reinsured Policies and shall keep and maintain all material documents, books, records and other information reasonably necessary for the maintenance of the Reinsured Policies, which documents, books, records and other information will be accurately maintained in all material respects throughout the term of this Agreement.

(f)Reinsurance Credit Notice. Without limitation of the Ceding Company's rights under Article XI, and so long as no event described in Section 11.1 giving rise to a right of recapture hereunder by the Ceding Company has occurred and is continuing, following the delivery of a Reinsurance Credit Notice, the Ceding Company will, promptly upon any written request delivered by the Reinsurer within five (5) Business Days of delivery of such Reinsurance Credit Notice, discuss in good faith with the Reinsurer and consider whether to (i) make such modifications as may be needed to this Agreement and the Reinsurance Trust Agreement or (ii) enter into new agreements, in each case, as may be necessary to cure any denial of Statutory Financial Statement Credit by any insurance regulatory Governmental Authority. For the avoidance of doubt, the foregoing shall not require the Ceding Company to take actions that would be adverse to the Ceding Company in its sole discretion.

Section 17.3Representations and Warranties of the Reinsurer.

(a)Organization, Standing and Authority of the Reinsurer. The Reinsurer is a special purpose financial insurance company duly organized, validly existing and in good standing under the laws of the State of Vermont and has all requisite corporate power and authority to carry on the operations of its business as they are proposed to be conducted. The Reinsurer has obtained all authorizations and approvals required under Applicable Law to enter into and perform the obligations contemplated of the Reinsurer under this Agreement and the Reinsurer shall maintain throughout the term of this Agreement all licenses, permits or other permissions of any Governmental Authority that shall be required in order to perform the obligations of the Reinsurer hereunder.

(b)Authorization. The Reinsurer has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery by the Reinsurer of this Agreement, and the performance by the Reinsurer of its obligations under this Agreement, have been duly authorized by all necessary corporate action and do not require any further authorization, action or consent of the Reinsurer or its stockholder. This Agreement, when duly executed and delivered by the Reinsurer, subject to the due execution and delivery by the Ceding Company, will be a valid and binding obligation of the Reinsurer, enforceable against the Reinsurer in accordance with its terms, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting enforcement of creditors' rights and to general equity principles.

(c)No Conflict or Violation. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (a) violate any provision of the Articles of Incorporation, Bylaws or other charter or organizational document of the Reinsurer, or (b) violate any order, judgment, injunction, award or decree of any court, arbitrator or Governmental Authority against, or binding upon, or any agreement with, or condition imposed by, any Governmental Authority, foreign or domestic, binding upon the Reinsurer, except when any such violation would not have a material adverse effect on this Agreement or the consummation of the transactions contemplated hereby.

Section 17.4Covenants of the Reinsurer.

(a)The Reinsurer shall comply with all covenants that are memorialized in Section IV.C. “Other Agreements” in the Reinsurer's plan of operation as filed with the Commissioner prior to the Restatement Date. The Reinsurer shall not amend, modify or change, or request or petition for any amendment, modification or change to such covenants without the Ceding Company's prior written consent.

(b)The Reinsurer shall not redomesticate or change its domiciliary jurisdiction without the Ceding Company's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed.

(c)The Reinsurer shall not, without the prior written consent of the Massachusetts Division of Insurance, amend this Agreement (other than Schedule C) or the Reinsurance Trust Agreement.

(d)The Reinsurer shall not engage in any business, other than the business provided by or relating to this Agreement, the Collateralized Stop Loss Reinsurance Agreement, the Excess of Loss Reinsurance Agreement and as permitted by Section 21.9. Other than the reinsurance provided hereunder, the Reinsurer shall not issue or reinsure any insurance policies.

ARTICLE XVIII

INDEMNIFICATION

Section 18.1Indemnification.

(a)The Ceding Company shall indemnify, defend and hold harmless the Reinsurer and its directors, officers, employees, agents, representatives, successors, permitted assigns and Affiliates from and against any and all losses, liabilities, claims, expenses (including reasonable attorneys' fees and expenses) and damages reasonably and actually incurred by the Reinsurer (collectively, “Indemnification Claims”) to the extent arising from:

(i)any breach or falsity of any representation, warranty or covenant of the Ceding Company; or

(ii)the breach of or failure to perform any of the duties, obligations, covenants or agreements of the Ceding Company contained in this Agreement.

(b)The Reinsurer agrees to indemnify and hold harmless the Ceding Company and its directors, officers, employees, agents, representatives, successors, permitted assigns and Affiliates from and against any and all Indemnification Claims to the extent arising from:

(i)any breach or falsity of any representation, warranty or covenant of the Reinsurer; or

(ii)the breach of or failure to perform any of the duties, obligations, covenants or agreements of the Reinsurer contained in this Agreement.

ARTICLE XIX

LICENSES; REGULATORY MATTERS

Section 19.1Licenses.

(a)At all times during the term of this Agreement, each of the Reinsurer and the Ceding Company, respectively agrees that it shall hold and maintain all licenses and authorities required under Applicable Laws to perform its respective obligations hereunder unless otherwise mutually agreed by the parties.

(b)At all times during the term of this Agreement, the Reinsurer shall hold and maintain all licenses and authorizations required under Applicable Law or otherwise take all action that may be necessary so that the Ceding Company shall receive Statutory Financial Statement Credit.

Section 19.2Regulatory Matters.

(a)If Ceding Company or Reinsurer receives notice of, or otherwise becomes aware of any inquiry, investigation, examination, audit or proceeding outside the ordinary course of business by Governmental Authorities, relating to the Reinsured Policies or the reinsurance provided hereunder, the Ceding Company or Reinsurer, as applicable, shall promptly notify the other party thereof.

(b)If Ceding Company or Reinsurer receives notice of, or otherwise becomes aware of any enforcement action by any Governmental Authority arising out of any inquiry, investigation, examination, audit or proceeding by such Governmental Authority, the Ceding Company or Reinsurer, as applicable, shall promptly notify the other party thereof, and the Parties shall cooperate to resolve such matter.

ARTICLE XX

DURATION OF AGREEMENT; TERMINATION

Section 20.1Duration. This Agreement shall automatically terminate if, at such time, there are no Covered Liabilities.

Section 20.2Termination. This Agreement shall be terminated only by the mutual written consent of the Reinsurer and the Ceding Company, which writing shall state the effective date and relevant terms of termination or by the Reinsurer pursuant to Section 21.8. For the avoidance of doubt, a Change of Control, sale or merger of the Reinsurer will not result in termination of this Agreement.

Section 20.3Survival. Notwithstanding the other provisions of this Article XX, the terms and conditions of Articles I, IV, V, VIII, X, XI, XII, XIV, XV, XVI, XX and XXI shall remain in full force and effect after termination of this Agreement.

ARTICLE XXI

MISCELLANEOUS

Section 21.1Entire Agreement. Without superseding anything contained in the Transaction Cooperation Agreement, among the Ceding Company, Prime Re, Swiss Re Life & Health America Inc. and Reinsurer, dated January 25, 2016, this Agreement represents the entire agreement between the Reinsurer and the Ceding Company concerning the business reinsured hereunder. There are no understandings between the Reinsurer and the Ceding Company other than as expressed in this Agreement and the Reinsurance Trust Agreement.

Section 21.2Amendments.

(a)Any provision of this Agreement may be amended if, but only if, such amendment is in writing and is signed by each party to this Agreement; provided, that the Ceding Company shall not unreasonably withhold, condition or delay its consent to any amendment, change or modification to Schedule C proposed by the Reinsurer with at least forty-five (45) days prior written notice, subject to the provision by the Reinsurer of any information reasonably requested in connection with such proposed amendment, modification or change; it being acknowledged and agreed that it would be unreasonable for the Ceding Company to withhold, condition or delay its consent to any amendment, modification or change to Schedule C that is not adverse to the Ceding Company. Any change or modification to this Agreement shall be null and void unless made by an amendment hereto signed by each party to this Agreement.

(b)No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 21.3Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law or if determined by a court of competent jurisdiction to be unenforceable, and if the rights or obligations of the Ceding Company or the Reinsurer under this Agreement will not be materially and adversely affected thereby, such provision shall be fully severable, and this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom.

Section 21.4Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to the principles of conflicts of law thereof.

Section 21.5Notices. Any notice and other communication required or permitted hereunder shall be in writing and shall be delivered personally or sent by certified, registered or express mail, postage prepaid. Any such notice shall be deemed given when so delivered personally or, if mailed, on the date shown on the receipt therefore, as follows:

if to the Ceding Company:

Primerica Life Insurance Company

0 Xxxxxxxxx Xxxxxxx

Xxxxxx, Xxxxxxx 00000

Attention: General Counsel

with copies to (which shall not constitute notice to the Ceding Company for purposes of this Section 21.5):

DLA Piper LLP (US)
1251 Avenue of the Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000

Attention: Xxxxx X. Xxxx

if to the Reinsurer:

Pecan Re Inc.

c/x Xxxxx Management Services, Inc.

X.X. Xxx 000

100 Bank Street, Suite 610
Burlington, Vermont 05402-0530
Attention: Xxxxxxxx Xxxxxxxx

with copies to (which shall not constitute notice to the Reinsurer for purposes of this Section 21.5):

Swiss Re Life & Health America Inc.

000 Xxxx Xxxxxx

Xxxxxx, Xxx Xxxx 00000

Attention:Xxxx Xxxxx

and

Swiss Re Life & Health America Inc.

000 Xxxx Xxxxxx

Xxxxxx, Xxx Xxxx 00000

Attention:Xxxx Xxxxxxx

and

Xxxxxxxxx & Xxxxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention:Xxxxxxxxx X. Xxxxxxx

Either Party may change the names or addresses where notice is to be given by providing notice to the other Party of such change in accordance with this Section 21.5.

Section 21.6Consent to Jurisdiction. Subject to the terms and conditions of Article XIV, the Reinsurer agrees that in the event of the failure of either Party to perform its obligations under the terms of this Agreement, the Party so failing to perform, at the request of the other Party, shall submit to the jurisdiction of any court of competent jurisdiction in any state of the United States shall comply with all requirements necessary to give such court jurisdiction, and shall abide by the final decision of such court or of any appellate court in the event of an appeal.

Section 21.7Service of Process. The Reinsurer hereby designates Xxxxx Management Services, Inc., X.X. Xxx 000, 000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx 00000-0000 as its true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of the Ceding Company. The Ceding Company hereby designates CT Corporation System, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxxxxx 00000, and the insurance commissioner in Reinsurer's state of domicile, as its true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of the Reinsurer.

Section 21.8Failure to Pay. If the Ceding Company fails to pay any Net Premiums that are due within 20 Business Days of the Ceding Company receiving written notice from the Reinsurer that Net Premiums are past due, the Reinsurer will have the right to terminate this Agreement and the reinsurance provided hereunder upon at least five (5) Business Days written notice to the Ceding Company specifying the termination effective date; provided, however, that upon any such termination effective date unless on or prior to such termination effective date the Reinsurer pays such Net Premiums and any interest thereon in full, (i) in accordance with Section 11.5, the Reinsurer shall pay the Ceding Company a Commutation Payment, unless the amount thereof is negative, in which case the Ceding Company shall pay the absolute value thereof to the Reinsurer and (ii) the Ceding Company shall pay a Recapture Fee to the Reinsurer. The Ceding Company will not cease paying any Net Premiums that are due or any other amounts in an effort to force or encourage the Reinsurer to exercise its termination rights under this Section 21.8.

Section 21.9Assignment and Retrocession. This Agreement will inure to the benefit of and be binding upon the respective successors and permitted assigns of the Parties. Neither Party may assign any of its duties or obligations hereunder without the prior written consent of the other Party or without the prior written consent of the regulatory states; provided, that the Reinsurer may assign its rights under Sections 15.3(c) and 15.6, including any enforcement rights against the Ceding Company under such sections, to Prime Re for so long as the Collateralized Stop Loss Reinsurance Agreement remains in effect. Notwithstanding any other provision in this Agreement to the contrary, the Reinsurer shall have the right to retrocede all or a portion of the Reinsured Policies under this Agreement.

Section 21.10Captions. The captions contained in this Agreement are for reference only and are not part of the Agreement.

Section 21.11Treatment of Confidential Information. The Parties agree that, other than as contemplated by this Agreement and to the extent permitted or required to implement the transactions contemplated hereby, the Parties will keep confidential and will not use or disclose the other Party's Confidential Information or the terms and conditions of this Agreement, including, without limitation, the exhibits and schedules hereto, except as otherwise required by Applicable Law or any order or ruling of any state insurance regulatory authority, the Securities and Exchange Commission or any other Governmental Authority; provided, however, that the Reinsurer may disclose Confidential Information to its Representatives in connection with the exercise of its rights under Article XII; provided, further, that either party may disclose, with the other party's written consent, Confidential Information to any person other than its Representatives who agrees to (i) hold such Confidential Information in strict confidence as if such person were a party to this Agreement and (ii) use such Confidential Information solely for the limited purpose of evaluating a potential purchase, merger or Change of Control of such Party. Without limiting the generality of the foregoing, neither the Reinsurer nor any Affiliates of the Reinsurer shall utilize any Confidential Information regarding Policyholders for the purpose of soliciting Policyholders for the sale of any insurance policies or other products or services. The parties agree that any violation or threatened violation of this Section 21.11 may cause irreparable injury to a party and that, in addition to any other remedies that may be available, each party shall be entitled to seek injunctive relief against the threatened breach of the provisions of this Section 21.11, or a continuation of any such breach by the other party or any person provided with Confidential Information, specific performance and other such relief to redress such breach together with damages and reasonable counsel fees and expenses to enforce its rights hereunder. For purposes of this Agreement, “Confidential Information” means all documents and information concerning one Party, any of its Affiliates, the Covered Liabilities or the Reinsured Policies, including any information relating to any person insured directly or indirectly under the Reinsured Policies, furnished to the other Party or such other Party's Affiliates or representatives in connection with this Agreement or the transactions contemplated hereby, except that Confidential Information shall not include information which: (a) at the time of disclosure or thereafter is generally available to and known by the public other than by way of a wrongful disclosure by a Party or by any representative of a Party; (b) was available

on a nonconfidential basis from a source other than the Parties or their representatives, provided that such source is not and was not bound by a confidentiality agreement with a Party; or (c) was independently developed without violating any obligations under this Agreement and without the use of any Confidential Information. For the purposes of this Agreement, “Change of Control” means the acquisition of ten percent (10%) or more of the voting securities of a Party or any parent of such Party, or any other acquisition that is deemed to be a Change of Control by applicable insurance regulatory authorities of the state of domicile of such Party.

Section 21.12No Waiver; Preservation of Remedies. No consent or waiver, express or implied, by any Party to or of any breach or default by any other Party in the performance by such other Party of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of obligations hereunder by such other Party hereunder. Failure on the part of any Party to complain of any act or failure to act of any other Party or to declare any other Party in default, irrespective of how long such failure continues, shall not constitute a waiver by such first Party of any of its rights hereunder.

Section 21.13Calendar Days. To the extent that any calendar day on which a deliverable pursuant to this Agreement is due is not a Business Day, such deliverable will be due the next Business Day.

Section 21.14Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument, and either of the Parties may execute this Agreement by signing such counterpart. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto.

Section 21.15Incontestability. In consideration of the mutual covenants and agreements contained herein, each party hereto does hereby agree that this Agreement, and each and every provision hereof, is and shall be enforceable by and between them according to its terms, and each party does hereby agree that it shall not contest the validity or enforceability hereof.

Section 21.16Interpretation.

(a)When a reference is made in this Agreement to a Section, such reference shall be to a Section to this Agreement unless otherwise indicated. The Section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes. References to a person are also to its permitted successors and assigns.

(b)The parties have participated jointly in the negotiation and drafting of this Agreement; consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties thereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

Section 21.17Reasonableness. Each of the parties will act reasonably and in good faith on all matters within the terms of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

PRIMERICA LIFE INSURANCE COMPANY
By:		/s/Xxx Xxxxxx
Name:		Xxx Xxxxxx
Title:		Executive Vice President

		PECAN RE INC.

By:		/s/Xxxxx Xx
Name:		Xxxxx Xx
Title:		President

By:		/s/Xxxx Xxxxxxx
Name:		Xxxx Xxxxxxx
Title:		Sr. Vice President and CFO

[Signature Page to the Amended and Restated 80% Coinsurance Agreement]

Schedule A

Identification of Reserves

Exhibit 5 Policy Reserves

•

Life Insurance Reserves

•

Disability — Active Lives Reserves

•

Disability — Disabled Lives Reserves

•

Miscellaneous Reserves

Exhibit 8 Claim Reserves

•

Pending Claims

•

Incurred but Not Reported Claims

•

Amounts Recoverable on Paid Claims

A-1

Schedule B

No Conflict or Violation Exceptions

None.

B-1

Schedule C

Stop Loss Assets Amount

Calendar Quarter End Date	Stop Loss Assets Amount ($mm)
December 31, 2015	1819
March31, 2016	1743
June 30, 2016	1668
September 30, 2016	1592
December 31, 2016	1516
March 31, 2017	1443
June 30, 2017	1369
September 30, 2017	1296
December 31, 2017	1222
March 31, 2018	1154
June 30, 2018	1086
September 30, 2018	1017
December 31, 2018	749
March 31, 2019	686
June 30, 2019	624
September 30, 2019	561
December 31, 2019	498
March 31, 2020	436
June 30, 2020	374
September 30, 2020	312
December 31, 2020	250
March 31, 2021	192
June 30, 2021	134
September 30, 2021	76
December 31, 2021	18
at all times after January 1, 2022	—

C-1

Exhibit I

Identification of Reinsured Policies

I-1

Exhibit I - Identification of Reinsured Policies

PLAN	FORM	POLICIES	RIDERS	FACE AMOUNT
$$ 10	ML-301S 10	—	12	215,000
	ML-421(10)S	—	3	40,000
	TD 65/20 S	4	—	41,763
		4	15	296,763

$$ 10 REN	ML-301S 10	—	35	471,000
	ML-421(10)S	—	117	1,644,065
	TD 65/20S	142	—	1,997,943
		142	152	4,113,008

$$ 12REN	ML-301S	—	7	70,000
	TD 12/2 S	20	—	663,000
		20	7	733,000

ADD ON	ML-767	—	29	580,000
	ML-777	—	11	220,000
		—	40	800,000

ART	ML-875	—	16	735,000
	ML-901 W	—	34	2,623,000
	ML-901A	—	5	450,000
	ML-901X	—	243	16,438,000
	ML-911	—	14	475,000
	ML-911 W	—	142	8,658,000
	ML-911 X	—	10	770,000
	ML-911A	—	8	205,000
	ML-911X	—	336	14,710,000
		—	808	45,064,000

A10	A-10	3,689	—	278,421,629
	A-10I	—	6,202	396,324,349
	A-10S	—	5,974	350,411,170
		3,689	12,176	1,025,157,148

A10B	A-10B	19,189	—	2,481,429,480
	A-10IB	—	15,808	1,405,224,997
	A-10IBNJ	—	324	29,500,000
	A-10SB	—	21,967	1,726,249,304
	A-10SBNJ	—	579	48,287,840
		19,189	38,678	5,690,691,621

I-2

Exhibit I - Identification of Reinsured Policies

PLAN	FORM	POLICIES	RIDERS	FACE AMOUNT
XXXX	XXXX	615	—	56,082,000
	BART(85)	83	—	7,688,000
	BART(85) MO	179	—	16,681,000
	BART(85) MT	1	—	100,000
		878	—	80,551,000

BART 100	BART-100	408	—	70,873,712
	BART-100OR	3	—	750,000
	BART-101	—	16	2,615,001
	BART-102	—	34	2,147,200
	BART-200	12	—	2,115,000
	BART-300	409	—	58,325,599
		832	50	136,826,512

X00	X-00	41,043	—	5,111,385,327
	B-20I	—	6,580	669,617,925
	B-20S	—	25,750	2,503,896,739
		41,043	32,330	8,284,899,991

B20B	B-20B	46,306	—	7,127,569,620
	B-20IB	—	6,542	748,481,812
	B-20IBNJ	—	109	12,810,500
	B-20SB	—	29,056	3,394,085,205
	B-20SBNJ	—	1,052	152,046,000
		46,306	36,759	11,434,993,137

CART	CART	187	—	2,457,553
	CARTNS	786	—	14,375,131
	CARTNSR	—	106	1,713,336
	CARTS	26	—	400,751
	CARTSP	—	24	172,976
	CARTSR	—	3	28,750
	NO FORMCART	530	69	10,721,612
		1,529	202	29,870,109

CHILD RIDER	CH-25	—	99,987	2,037,471,000
	CP-CH	—	519,939	12,281,632,100
	ML-309 S	—	254	2,420,000
	ML-909	—	3,421	40,011,010
	ML-909 B	—	61,360	887,806,500
	ML-909A	—	1,263	16,124,000

I-3

Exhibit I - Identification of Reinsured Policies

PLAN	FORM	POLICIES	RIDERS	FACE AMOUNT
CHILD XXXXX	XX-909AR	—	1,153	15,314,000
	ML-917	—	8	76,000
	PL-CR	—	101,605	1,923,587,000
		—	788,990	17,204,441,610

CONV DT100	DT-1000X	—	17	110,178
	NO FORM DTC	6,263	2,232	106,742,022
		6,263	2,249	106,852,200

CST	ML-T90	19,318	—	1,617,173,172
	ML-T90OR	114	—	9,902,000
	ML-T95	69,424	—	6,146,403,242
	ML-T95MD	2,439	—	225,706,120
	ML-867 S	—	92	4,990,000
	ML-867A	—	2,055	127,531,955
	ML-867AMD	—	67	4,016,000
	ML-867S	—	10	405,000
	ML-877A	—	33,118	1,786,297,369
	ML-877AMD	—	1,073	69,243,000
	ML-877S	—	9,181	439,663,292
	ML-877SOR	—	57	2,819,000
	ML-887 S	—	278	7,416,000
	ML-887A	—	1,774	48,475,900
	ML-887AMD	—	78	1,975,000
	ML-887S	—	28	545,000
		91,295	47,811	10,492,562,050

C25 LEVEL	C-25	36,565	—	5,298,618,351
	C-25I	—	2,691	327,332,299
	C-25IX	—	365	54,279,099
	C-25S	—	21,214	2,482,828,024
	C-25SX	—	3,703	521,706,299
	C-25X	5,897	—	1,067,003,314
		42,462	27,973	9,751,767,386

C25B	C-25B	63,418	—	10,484,273,839
	C-25IB	—	3,855	484,574,536
	C-25IBNJ	—	76	12,874,000
	C-25SB	—	33,356	4,618,655,588
	C-25SBNJ	—	1,482	253,885,000
		63,418	38,769	15,854,262,963

	C4-10IB	—	115,613	8,043,108,434
C4IBR10	C4-10SB	—	57,571	3,652,087,750
		—	173,184	11,695,196,184

I-4

Exhibit I - Identification of Reinsured Policies

PLAN	FORM	POLICIES	RIDERS	FACE XXXXXX
X0XXX0	C4-5IB	—	81,949	3,109,314,910
	C4-5SB	—	42,201	1,446,605,810
		—	124,150	4,555,920,720

C410	C4-I10	—	43,168	4,723,448,083
	C4-Sl0	—	138,215	10,608,149,425
	C4-10	200,844	—	22,578,357,011
		200,844	181,383	37,909,954,519

C415	C4-I15	—	18,674	2,322,209,846
	C4-S15	—	44,022	4,921,592,696
	C4-l5	64,986	—	9,046,327,346
		64,986	62,696	16,290,129,888

C420	C4-I20	—	23,609	3,622,066,590
	C4-S20	—	99,223	14,346,340,732
	C4-20	163,597	—	29,013,813,050
		163,597	122,832	46,982,220,372

C425	C4-I25	—	5,695	809,524,971
	C4-S25	—	19,968	3,643,093,897
	C4-25	28,333	—	6,388,962,299
		28,333	25,663	10,841,581,167

C430	C4-I30	—	9,953	1,776,376,796
	C4-S30	—	72,461	14,026,310,685
	C4-30	148,891	—	31,245,530,547
	C4-30MS	1	—	40,000
		148,892	82,414	47,048,258,028

C435	C4-I35	—	1,756	304,461,497
	C4-I35AFL	—	124	23,555,900
	C4-S35	—	12,845	2,340,377,398
	C4-S35AFL	—	692	138,740,000
	C4-35	40,206	—	6,841,254,800
	C4-35AFL	2,750	—	462,808,300
		42,956	15,417	10,111,197,895

X0XXX00	X0XXX	—	45,858	1,203,280,860
	C5SBR	—	20,304	506,651,400
		—	66,162	1,709,932,260

I-5

Exhibit I - Identification of Reinsured Policies

PLAN	FORM	POLICIES	RIDERS	FACE XXXXXX
X0XXX0	C5IBR	—	27,626	364,510,050
	C5SBR	—	12,562	156,868,150
		—	40,188	521,378,200

C510	C5	38,912	—	6,634,142,069
	C5IR	—	17,208	2,246,751,204
	C5SR	—	26,642	3,489,261,134
		38,912	43,850	12,370,154,407

C515	C5	29,286	—	4,657,708,223
	C5IR	—	8,792	1,207,355,616
	C5SR	—	17,211	2,418,471,303
		29,286	26,003	8,283,535,142

C520	C5	105,903	—	21,047,223,456
	C5IR	—	13,359	2,232,806,421
	C5SR	—	53,488	9,467,983,505
		105,903	66,847	32,748,013,382

C525	C525	21,952	—	5,231,434,200
	C525IR	—	2,770	466,281,600
	C525SR	—	12,307	2,526,419,300
		21,952	15,077	8,224,135,100

C530	C5	71,272	—	15,972,695,801
	C5IR	—	4,443	843,630,379
	C5SR	—	32,665	6,716,721,349
		71,272	37,108	23,533,047,529

C535	C5	77,401	—	13,263,063,232
	C5IR	—	2,189	392,047,100
	C5SR	—	20,498	3,772,519,599
		77,401	22,687	17,427,629,931

DECR TRM	ML-271	—	62	117,313
	ML-300	—	26	63,906
		—	88	181,219

XX00	XX-X000	6,259	—	231,309,412
	ML-T100OR	9	—	171,950
	ML-1000	—	1,641	45,971,915
	ML-1000OR	—	3	49,905
	ML-1001	—	3,656	97,104,210
	ML-1001OR	—	5	65,828
		6,268	5,305	374,673,219

I-6

Exhibit I - Identification of Reinsured Policies

PLAN	FORM	POLICIES	RIDERS	FACE AMOUNT
D05 BD	ML-D5	213	—	693,500
	ML-1000A	—	3	—
	ML-1001A	—	135	325,000
	ML-1002A	—	4	50,000
		213	142	1,068,500

X00 XX	ML-D10	527	—	2,619,500
	ML-1000B	—	7	—
	ML-1001B	—	324	1,378,500
	ML-1002B	—	7	125,000
		527	338	4,123,000

D25 MOD	D-25	2,354	—	219,340,620
	D-25X	462	—	67,305,000
		2,816	—	286,645,620

EAGLE XXX	XX-000	—	1,234	48,667,900
	PL-105	—	789	21,408,300
	PL-154	—	10,011	571,299,000
	PL-155	—	2,483	105,446,300
	PL-204	—	93,218	4,663,075,650
	PL-205	—	53,776	2,053,882,400
		—	161,511	7,463,779,550

EAGLE 10	PL-EAGLE 10	10,260	—	558,297,408
	PL-106	—	2,616	190,100,041
	PL-107	—	4,778	242,484,431
	PL-108	—	166	6,759,999
		10,260	7,560	997,641,879

XXXXX 00X	XX-XXXXX 10	86	—	1,049,000
	PL-106	—	3	24,000
	PL-107	—	8	96,000
		86	11	1,169,000

EAGLE 15	PL-EAGLE 15	18,165	—	2,450,079,228
	PL-156L	—	1,603	168,772,470
	PL-157L	—	5,591	574,374,174
	PL-158L	—	71	2,477,000
		18,165	7,265	3,195,702,872

I-7

Exhibit I - Identification of Reinsured Policies

PLAN	FORM	POLICIES	RIDERS	FACE AMOUNT
EAGLE 20	PL-EAGLE 20	191,096	—	22,860,717,525
	PL-206	—	11,940	1,103,253,571
	PL-207	—	110,592	10,195,409,737
	PL-208	—	2,700	98,881,499
		191,096	125,232	34,258,262,332

E15	E-15I	—	5,506	436,121,000
	E-15S	—	4,300	312,842,048
		—	9,806	748,963,048

E15B	E-15B	35,114	—	3,416,406,232
	E-15IB	—	8,917	788,792,244
	E-15IBNJ	—	132	14,536,000
	E-15SB	—	26,620	1,859,136,845
	E-I5SBNJ	—	635	49,848,000
		35,114	36,304	6,128,719,321

FAMILY	ML-297 S	—	57	108,000
	ML-299 S	—	31	55,000
	NO FORM FAM	—	46	169,000
		—	134	332,000

F12	F-12	502	—	34,335,000
	F-12I	—	6	579,000
	F-12S	—	340	12,309,640
		502	346	47,223,640

IBR	ML-667	—	18,666	971,741,850
	ML-677	—	11,211	368,838,500
		—	29,877	1,340,580,350

XXX00	XX-000	—	16,254	1,785,390,200
	BI-105	—	8,543	775,353,900
		—	24,797	2,560,744,100

IBR10B	BI-10IB	—	29,926	3,368,247,500
	BI-10IBNJ	—	1,248	146,281,900
	BI-10SB	—	16,307	1,546,985,800
	BI-10SBNJ	—	539	52,796,000
		—	48,020	5,114,311,200

IBR5	BI-5I	—	23,977	1,505,154,400
	BI-5S	—	13,745	704,838,950
		—	37,722	2,209,993,350

I-8

Exhibit I - Identification of Reinsured Policies

PLAN	FORM	POLICIES	RIDERS	FACE AMOUNT
IBR5B	BI-5IB	—	30,369	1,964,729,850
	BI-5IBNJ	—	961	62,684,500
	BI-5SB	—	17,574	949,958,550
	BI-5SBNJ	—	477	26,569,500
		—	49,381	3,003,942,400

MOD-11	ML-301S 11	—	2	15,000

MOD-11 REN	ML-301 S 11	—	263	3,768,000
	TD-11 S	1,041	—	40,523,000
	TD-11 STX	185	—	7,351,000
		1,226	263	51,642,000

MOD15	MT85(15)ML	9,276	—	384,548,697
	MT85(l5)MLM	1,162	—	39,579,835
	MT85-15MLM	511	—	17,560,000
	MT85-15MLMO	5,445	—	186,297,509
	MT85-15MLMT	8	—	272,000
	XX00XX XX	000	—	6,389,000
		16,567	—	634,647,041

XX XXXXX	ML-867 W	—	3,472	210,518,369
	ML-867W WA	—	55	3,556,000
	ML-867Y	—	3,636	206,083,500
	ML-877	—	3,341	151,116,495
	ML-877 W	—	2,836	138,021,600
		—	13,340	709,295,964

X-XXX00	XX-00(x0)	—	735	26,460,500
	SR-85(15)	—	1,637	26,542,184
		—	2,372	53,002,684

OLDT15	T 15	3,368	—	44,490,569

PAIDUP	CTI(80)	2	—	10,000
	CTI(86)	23,710	—	219,109,000
	STI(80)	35	—	68,000
		23,747	—	219,187,000

PDP EAGLE 20	PL-EAGLE 20	45	—	2,440,000
	PL-206	—	1	26,000
	PL-207	—	17	682,000
		45	18	3,148,000

I-9

Exhibit I - Identification of Reinsured Policies

PLAN	FORM	POLICIES	RIDERS	FACE AMOUNT
PDP T20	ML-T20	72	—	5,753,000
	ML-867C	—	1	1,000
	ML-877C	—	20	1,300,000
		72	21	7,054,000

PLUSIBR10	CP-10IB	—	39,662	4,212,811,400
	CP-10SB	—	21,815	1,980,554,000
		—	61,477	6,193,365,400

PLUSIBR5	CP-5IB	—	36,270	2,132,619,570
	CP-5SB	—	20,737	1,044,154,500
		—	57,007	3,176,774,070

PLUS10	CP-I10	—	14,425	1,459,241,214
	CP-I10YWA	—	79	8,727,000
	CP-S10	—	21,146	1,993,368,164
	CP-S10YWA	—	163	18,001,750
	CP-10	23,716	—	3,138,021,509
	CP-10MS	259	—	27,552,000
	CP-10YWA	172	—	28,157,000
		24,147	35,813	6,673,068,637

PLUS15	CP-I15	—	8,458	903,605,421
	CP-I15YWA	—	47	5,297,000
	CP-S15	—	17,129	1,868,860,034
	CP-S15YWA	—	106	13,925,000
	CP-15	21,388	—	3,049,496,804
	CP-15MS	331	—	38,255,999
	CP-15YWA	129	—	23,253,000
		21,848	25,740	5,902,693,258

PLUS20	CP-I20	—	8,112	1,094,283,197
	CP-I20YWA	—	36	4,971,000
	CP-S20	—	35,745	5,254,206,955
	CP-S20YWA	—	175	27,437,000
	CP-20	55,453	—	10,178,381,894
	CP-20MS	636	—	96,182,000
	CP-20YWA	269	—	55,420,000
		56,358	44,068	16,710,882,046

I-10

Exhibit I - Identification of Reinsured Policies

PLAN	FORM	POLICIES	RIDERS	FACE AMOUNT
PLUS25	CP-I25	—	4,348	634,730,599
	CP-S25	—	35,652	5,945,760,896
	CP-25	66,597	—	12,408,101,481
	CP-25MS	947	—	133,876,000
		67,544	40,000	19,122,468,976

PLUS30	CP-I30YWA	—	17	2,952,500
	CP-S30YWA	—	232	40,806,000
	CP-30YWA	360	—	79,835,000
		360	249	123,593,500

SPECIAL CASES	A-10	1	—	125,000
	A-10B	4	—	205,000
	A-10SB	—	3	55,000
	A-10SP	—	1	10,000
	B-20B	1	—	150,000
	B-20IB	—	1	200,000
	C-25	1	—	75,000
	CP-10	3	—	225,000
	CP-20	2	—	350,000
	C4-S15	—	1	225,000
	E-15B	3	—	807,000
	E-15IBNJ	—	1	50,000
	E-15SB	—	1	21,000
	E-15SBNJ	—	1	50,000
	ML-T20	3	—	80,000
	ML-T90	2	—	375,000
	ML-T95	1	—	2,000,000
	ML-297 S	—	1	25,980
	ML-867C	—	2	210,000
	ML-877C	—	2	75,000
	ML-877S	—	1	61,000
	ML-967	—	2	245,000
	ML-977	—	2	100,000
	MT-85(M)LM	1	—	25,000
	MX-T95	1	—	10,000
	NO FORM SPC	56	12	3,680,263
	NOFORMOGC	402	—	10,013,750
	PL-EAGLE 10	1	—	100,000
	PL-EAGLE 20	1	—	150,000
	PL-207	—	1	150,000
	WL70	3	—	54,187
		486	32	19,903,180

I-11

Exhibit I - Identification of Reinsured Policies

PLAN	FORM	POLICIES	RIDERS	FACE AMOUNT

TI0 JUMBO XXXXX	XX-967	—	8,481	1,123,433,220
	ML-977	—	5,690	519,843,967
	ML-987	—	138	12,983,000
		—	14,309	1,656,260,187

T15 BD	ML-T15	524	—	62,052,000
	ML-867B	—	4	465,000
	ML-877B	—	295	17,890,000
	ML-887B	—	34	1,505,000
		524	333	81,912,000

T20 BD	ML-T20	160,540	—	20,093,614,525
	ML-867C	—	2,505	164,703,629
	ML-877C	—	92,527	7,531,373,930
	ML-887C	—	2,993	109,458,000
		160,540	98,025	27,899,150,083

T2000	PL-I25	—	10,346	1,276,822,184
	PL-I25X	—	1,544	269,516,000
	PL-M25	33,452	—	3,522,137,246
	PL-M25X	6,188	—	801,747,900
	PL-S25	—	19,504	2,162,337,444
	PL-S25X	—	3,313	441,588,400
		39,640	34,707	8,474,149,174

ULTIMA TERM	ML-900	—	64	3,876,000
	ML-910	—	213	9,529,000
	MT90(15)MLX	287	—	34,326,000
		287	277	47,731,000

WHLE LIFE	MWL-110	7	—	294,000
		1,993,217	3,104,562	535,938,951,588

I-12

Exhibit II

Third Party Reinsurance

II-1

EXHIBIT II - THIRD PARTY REINSURANCE

REINSURER / AGREEMENT TYPE *		POLICIES	RIDERS	REINSURANCE AMOUNT

ACE LIFE INSURANCE CO	QS	354,442	480,539	10,182,917,910
ALLIANZ LIFE REINSURANCE	QS	289,576	443,856	5,119,945,446
GENERALI USA	CO	7,613	445	13,914,158
GENERALI USA	QS	977,897	1,393,214	50,651,871,392
MUNICH RE	CO	180,432	94,956	1,918,433,790
MUNICH RE	QS	624,659	1,001,043	34,535,423,977
CANADA LIFE ASSURANCE	QS	279,266	432,890	8,669,564,108
CHARTER SECURITY LIFE	CO	6,487	469	11,910,689
EMPLOYERS RE CORP	CO	335,867	204,840	1,261,287,786
SCOR GLOBAL LIFE	QS	977,772	1,393,152	50,092,374,065
REASSURANCE OF HANOVER	CO	250,738	151,238	269,488,301
REASSURANCE OF HANOVER	QS	291,276	509,031	13,273,885,387
REASSURANCE OF HANOVER	XL	80	32	11,775,455
LINCOLN NATIONAL LIFE	CO	66,796	10,238	575,612,779
LINCOLN NATIONAL RE	CO	399,982	257,151	6,009,492,365
LIFE REASSURANCE CORP	CO	463,813	267,277	6,441,512,922
MERCANTILE & GENERAL	QS	369,925	534,672	17,994,316,223
MUNICH AMERICAN RE	XL	49	15	2,588,939
SWISS RE	CO	270,574	153,439	1,069,504,653
SWISS RE	XL	79	31	6,687,092
OXFORD LIFE INS CO	CO	250,637	151,178	790,076,012
AMERICAN PHOENIX LIFE	QS	220,511	338,204	6,246,784,768
REINS GROUP OF AMERICA	QS	945,549	1,400,267	48,106,916,734
SCOR LIFE RE US	QS	640,927	920,825	24,995,041,915
SCOTTISH RE	QS	244,546	402,537	11,290,886,467
SWISS RE LIFE & HEALTH	QS	354,464	480,552	17,042,273,815
TEXAS RE LIFE INS CO	CO	166,947	105,960	84,329,176
TOA REINSURANCE COMPANY	QS	484,791	671,543	24,681,975,884
TRANSAMERICA OCCIDENTAL	CO	76,008	47,122	846,241,682
TRANSAMERICA OCCIDENTAL	QS	876,919	1,187,614	37,661,911,091
TRANSAMERICA OCCIDENTAL	XL	1	1	35,000
COMPANY TOTALS				379,858,979,981

* CO = COINSURANCE

XL = EXCESS LOSS YRT

QS = QUOTA SHARE YRT

II-2

Exhibit III

Form of Monthly Report

Prime Re

Monthly Settlement Report

[See attached]

III-1

Swiss Re Reinsurance

Manual Expense Allowance

[•]

Section 4.2 Xxxxxxxxxx		XX00
		[•]
MSCWPE2--1 Policy Exhibit
Beginning Direct inforce [first day of applicable month]		[•]
Ending Direct inforce [last day of applicable month]		[•]
Avg Direct Inforce		[•]
*Expense Allowance @ 100%		[•]
Expense Allowance @ Deal %		[•]
Annual Expense Allowance		[•]
Monthly Expense Allowance (1/12)		[•]

Section 4.3 Other Obligations		DL01
		[•]
(i) Other obligations
XXXXXX0-0 Xxxxxxxxxx Xxx (XX0000 for DL02)
Direct Premiums [applicable month]		[•]
** Premium Tax Rate		[•]
Premium taxes Incurred		[•]
		DL01
		[•]
(ii) Other obligations
# EOT Policy Conversions		[•]
** Allowance		[•]
Total EOT Conversion Allowance		[•]
EOT Conversion Allowance per Deal%		[•]
		DL01
		[•]
(iv) Other obligations
U/W expenses on Reinstatements		[•]
Reinstatement U/W Expenses per Deal %		[•]
		DL01
		[•]
(iii) Other obligations
Conversion Bonus		[•]
Continuation Bonus		[•]
Total EOT Bonus		[•]
Bonus Funding Valn		[•]
Legacy Total		[•]
Commission Adj Per Deal %		[•]

III-2

[•]

*	Expense Allowance Rate for DLO1/DLO4/DL03 is adjusted annually in January.

*	Expense Allowance Rate for DLO2 is adjusted annually in March. See 'Expense

**	Per the coinsurance agreements, these rates do not change.

Prepared By:			Reviewed By:

Date:			Date:

Swiss Re Reinsurance Top Up Notice

		As of
		[•]
		Pecan Re 80%
		DL01
Reserve Report
Direct Reserves		[•]
Ceded Reserves		[•]
		—
Direct Pending		[•]
Ceded Pending		[•]
Recoverables		[•]
		—
Economic Reserve
Excess Reserve		—
Reserve Report		—
		—
Required Reserve Balance		—
Security Balance as of [•]
Fair Value of Trust		[•]
Fair Value of Economic Trust		—
Fair Value of Excess Trust		—
		—
Over/(Under) funded: Security Balance minus Required Reserve Balance
-10% Economic Reserve		—
-10% Excess Reserve		—
Over/(Under) funded		—
102% of Required Reserves Balance
Economic Reserve		—
Excess Reserve		—
		—
Excess Security Balance in Trust:
Economic Trust > Economic Reserve		—
Excess Trust > Excess Reserve		—
Security Balance minus 102% of Required Reserve Balance (105% for FRAC)		—

		—

III-3

if <= current month, 1
1

if <= current month, 1

if<= current month, 1 1

if <= current month, 1
1

if <= current month, 1

PLIC - Pecan Re

Settlement Statement

[•], YTD

(4 wks)

January

(5 wks)

February

(4 wks)

March

(4 wks)

April

(5 wks)

May

(4 wks)

June

(4 wks)

July

(5 wks)

August

(4 wks)

September

(4 wks)

October

(5 wks)

November

YTD

Due

DL01 -80%

Business

to/form

Unit

Account

9.2 BU

Book Code

Deal Id

Prod

Description

AmountDue

Due to/from PR20 Cash ledger

[•]

Direct Premiums

[•]

—

[•]

Direct Claims

[•]

—

[•]

ETPR Claims

[•]

—

ETPR Premiums Monthly True Up & Manual Premiums

[•]

Prior Month Accrual Deal

[•]

Current Month Cash Deal

[•]

Manual Premium Pmts(FAC, Term)

[•]

—

[•]

—

—-

[•]

Expense Allowance

[•]

—

[•]

Premium Tax Allowance

[•]

—

[•]

Premium Tax Recovered

[•]

—

[•]

Conversion Allowance

[•]

—

[•]

Reinstatement U/W Expense

[•]

—

Commissions

—

[•]

Bonus Funding, EOT Bonus

[•]

—

[•]

ICA Comm Exp

[•]

—

[•]

Lf 1 yr Com

[•]

—

[•]

Xx Xxx Com

[•]

—

Commission Allowance

[•]

—

[•]

Lf 1YrComm-Re-Ced

Scottish Re's & Canada Life's reprocessed IBR's

[•]

(PSR/PCR)

[•]

—

Total Due to/from PR20 Cash ledger

[•]

—

Due tofrom PR2G Accrual ledger

ETPR Premiums (excluding Frozens)

[•]

Frozen Release ETPR Premiums

[•]

ETPR Premiums - Monthly accrual

[•]

—

Net Amount Due to Pecan Re

[•]

—

III-4

Coinsurance Agreement		Primerica Report ID / Name	File 1
Article VIII Section 8.1 & 8.2	Report ID	Report Name	[●]
Monthly Settlement Report	SCWRA1 --1	Monthly Settlement Report	✓
Policy Exhibit	SCWPE2 --1	Exhibit of Life Insurance	✓
	SCWPE3--1	Policy Exhibit Errors	✓
Non-Bordereau Claims Report	SCWRA4 --1	Bulk Claim	✓
Bordereau Report	SCWRA4 --2	NonBulk Claim	✓
Reserve Report	SCWRA3 -- 1	Monthly Reserve Report	✓
Claim Reserve Report	SCWRA2 -- 1	Claim Reserve Report	✓
	SCWRA4 --3	Detail Pending Claims and Recoverables	✓
Monthly Account Balance Reports	PSP419-MP	Pecan Re General Ledger Summary	✓
Top-Up Notice	PDF	Top Up Notice	✓
	SCWR07 --1	Monthly Settlement Report - Peoplesoft Ledger Balance	✓
	SCWR07 -- 2	Claim Reserve Report - Peoplesoft Ledger Balance	✓
	SCWR07 -- 3	Monthly Reserve Report - Peoplesoft Ledger Balance	✓
	PDF	Policy and Claim Reserve Recon to GL	✓
	Excel	N'Vision Report: Pecan Re	✓
	PDF	Settlement Statements - Pecan Re	✓
	PDF	Monthly Manual Deal Entries	✓
	Excel	GL Interface file	✓
	PDF	Reinsurance Recoverables Aging Report	✓
	PDF	Pending Litigation Claims Report	✓

System Generated Report - not available in Excel/Word format

Attached Excel Version of this report

Report provided in an Excel version already. Re-attached this report

III-5

	Report ID	Report Name
Coinsurance AgreementArticle VIII Section 8.1 & 8.2
Monthly Settlement Report	SCWRA1 --1	Monthly Settlement Report
Policy Exhibit	SCWPE2 -- 1	Exhibit of Life Insurance
	SCWPE3--1	Policy Exhibit Errors
Non-Bordereau Claims Report	SCWRA4 --1	Bulk Claim
Bordereau Report	SCWRA4 -- 2	NonBulk Claim
Reserve Report	SCWRA3 --1	Monthly Reserve Report
Claim Reserve Report	SCWRA2 -- 1	Claim Reserve Report
	SCWRA4 -- 3	Detail Pending Claims and Recoverables
Monthly Account Balance Reports	PSP419	General Ledger Summary-USD
	PSP419	General Ledger Summary-CAD
Top-Up Notice	PDF	Top Up Notice (required quarterly)
Additional Reports provided
	PDF	Settlement Statements - Pecan Re & Experience Refund - Pecan Re
	SCWR07 --1	Monthly Settlement Report - Peoplesoft Ledger Balance
	SCWR07 -- 2	Claim Reserve Report - Peoplesoft Ledger Balance
	SCWR07 --3	Monthly Reserve Report - Peoplesoft Ledger Balance
	PDF	Monthly Manual Deal Entries & Support (Expense Allowance, End of Term & Reinst U/W Expense detail)
	Excel	N'Vision Report: Pecan Re
	PDF	Policy and Claim Reserve Recon to GL
	Excel	GL Interface file

Total 26 files

Manic Xxxxxxxx	xxxxx_xxxxxxxx@xxxxxxx.xxx
[●]	[●]
[●]	[●]
[●]	[●]

III-6

PRIMG&SB	[●]
SWISS RE REINSURANCE PECAN RE GAAP & STAT
Run: [●]

Xxxxx Xx XXXX

XX00: 80%

DL01: 80%

8.4 Business Xxxx

XX00

XX0X

XX0XX

Xxxxx Xx_XX

XX00

XX0X

Pecan Re_St

9.2 Business Unit

Pecan

9.2 Deal ID

Pecan80

9.2 Book Code

Base

Comb

GAAP

Total

Base

Comb

STAT

Total

9.2 Product

Uncons

GAAP

Uncons

STAT

Assets

Intercompany Legacy

[•]

Premium Due and Unpaid

[•]

Due From Rein-UW and Other

[•]

Reinsurance Recoverable

[•]

Ceded Pending

[•]

Ceded Reserves

[•]

Direct Pending

[•]

Direct Reserves

[•]

Due to Affiliates

[•]

Deferred ACQ Cost (DAC)

[•]

T otal Assets

[•]

Liabilities

Future Policy Benefits - Life

[•]

Direct Pending Claims

[•]

Accrued Taxes Licenses Fees

[•]

Cost of Collection

[•]

Advance Premium

[•]

Due to Reinsurers

[•]

Commissions Payable

[•]

T otal Liabilities

[•]

Net Income

[•]

Paid in Capital

[•]

Retained Earnings

[•]

Total Equity

[•]

Total Liabilities & Equity

[•]

Revenue

Premium

[•]

Total Revenue

[•]

Benefit

Claims - Life

[•]

Change In Reserve - Life

[•]

Total Benefits

[•]

Commission & Expenses

Commissions - Net

[•]

Amortization of DAC

[•]

Allowances

[•]

Legal Settlements

[•]

Total Commisions & Expenses

[•]

Total Benefit, Commissions & Expenses

[•]

Net Income

[•]

Page 1

Exhibit IV

Form of Monthly Account Balance Report

[See attached]

IV-1


Prepared By:
Approved By:

[•]

Policy Reserves:

Direct Reserves

ETPR Reserves

Net

Total Reserves

DL01: PLIC 80% SCWRA3-1 balance

[•]

—

DL01 Σ (A)

—

Manual Adjustments:

DIS Monthly Inc./Stat Errors

[•]

Adj. to [year] waiver clms-Lx

[•]

Frozen Stat Reserves - Coin @ 80%

[•]

Frozen Stat Reserves Qsyrt @ 80%

[•]

CTR & Spouse Conversions incorrectly

ceded to Citi

[•]

Adjusted Rsrv Balance:

—

(A)

General Ledger: PSP030

B.U.

Deal ID

Book Code

Product

8.4 BU: PR2S

PrmRe

PrmRe80

stat

uncons

200109-FPB Reserves SW Asmd

[•]

200119-Waiver Reserve SW Asmd

[•]

141213-ETPR COI Reserves Frzn SW Asmd

[•]

141218-ETPR YRT Reserves Frzn SW Asmd

[•]

141207-ETPR COI Reserves SW Asmd

[•]

141203-ETPR YRT Reserves SW Asmd

[•]

—

IV-2

[•]

Claim Reserves

Direct Pending

ETPR Pending

ETPR Recoverables

Net

DL01: PLIC 80% SCWRA2-1 balance

[•]

Manual Adjustments:

IBNR - Direct

[•]

SSAP 55 (stat only adj)

[•]

IBNR - Coin

[•]

IBNR - Qsyrt

[•]

Clm Accrl

—

CTR & Spouse Conversions incorrectly ceded to Citi

[•]

(A)

Adjusted Claim Rsrv:

—

General Ledger: PSP030

B.U.

Deal ID

Book Code

Product

PrmRe

PrmRe80

comb

stat

uncons

8.4 BU: PR2G 201202-Direct Pending Claims SW Asmd

[•]

PR2G 201213-Direct IBNR SW Asmd

[•]

PR2S 201213-Direct IBNR SW Asmd

[•]

PR2G 140803-ETPR Pending Clms YRT SW Asmd

[•]

PR2G 140813-ETPR YRT IBNR SW Asmd

[•]

PR2G 140807-ETPR Pending Clms COI SW Asmd

[•]

PR2G 140818-ETPR COI IBNR SW Asmd

[•]

PR2G 140823-ETPR Reins Recov Adj SW Asmd

PR2G 140603-ETPR Reins Recov YRT SW Asmd

[•]

PR2G 140607-ETPR Reins Recov COI SW Asmd

[•]

—

PFS_REINS_C	107
Year	Period	Unit	Deal	Product	Book Code	Account	Sum Amount	Base Curr
[•]	11	[•]	[•]	[•]	[•]	[•]	[•]	USD
[•]	11	[•]	[•]	[•]	[•]	[•]	[•]	USD

PFS_REINS_C	117
Year	Period	Unit	Deal	Product	Book Code	Account	Sum Amount	Base Curr
[•]	11	[•]	[•]	[•]	[•]	[•]	[•]	USD
[•]	11	[•]	[•]	[•]	[•]	[•]	[•]	USD

IV-3

Exhibit V-A

Milliman Information

1)	Inventories of term life insurance policies in force as of June 30, 2009, including computer files and other listings of these records.

2)	Current set of assumptions actually used for pricing the Custom Advantage Policy as provided by the Ceding Company.

3)	Mortality and lapse studies prepared by the Ceding Company for the business in force.

4)	Product characteristics and data including premium rates, policy fees, banding, commission rates, product benefit features, etc.

5)	Ceding Company methodology and basis regarding statutory reserves and tax reserves.

6)	Information on the terms of existing reinsurance agreements with third parties.

7)	Information with respect to the current unit expenses of the Ceding Company.

V-A-1

Exhibit X-X

Xxxxxxxx Information

1)	Actual recent financial data for the Covered Liabilities.

V-B-1

Exhibit VI

Milliman Report

[See attached]

VI-1

ACTUARIAL ANALYSIS OF

PRIMERICA LIFE INSURANCE COMPANY

AS OF JUNE 30, 2009

PREPARED FOR:

Citigroup, Inc.

PREPARED BY:

Xxxxx X. Xxxxxxxxx, F.S.A., M.A.A.A.

Xxxxxx Xxxx, F.S.A., M.A.A.A.

Xxxxx X. Xxxxxxx, F.S.A., M.A.A.A.

September 14, 2009

Revised October 23, 2009

Xxxxxxxx

00 X. Xxxxxx Xxxxx, 00xx Xxxxx

Xxxxxxx, XX 00000

Tel +1 312 726.0677

Fax +1 312 499.5700

xxx.xxxxxxxx.xxx

September 14, 2009

Revised October 23, 2009

Xx. Xxxxx xxx Xxxxxx	Mr. D. Xxxxxxx Xxxxxxxx
M&A Group Manager	Co-Chief Executive Officer &
Citigroup Inc.	Chief Operating Officer
000 Xxxxx Xxxxxx	Xxxxxxxxx Financial Services
Xxx Xxxx, Xxx Xxxx 00000	0000 Xxxxxxxxxxxx Xxxxxxxxx
	Xxxxxx, Xxxxxxx 00000

Dear Sirs:

This report provides actuarial values and projections as of June 30, 2009 for the individual life and annuity business of Primerica Life Insurance Company. This report reflects updates to our September 14, 2009 report for certain reinsurance treaty terms and other refinements to the projections.

Section I outlines the scope and qualifications associated with the analysis. Actuarial values and yearly statutory profits are summarized in Section II. Section III and the Appendices summarize the methodology, models and actuarial assumptions underlying the developed values.

This report is a statement of actuarial opinion under guidelines promulgated by the American Academy of Actuaries. The undersigned professionals are members of the American Academy of Actuaries and meet the Qualification Standards of the American Academy of Actuaries to render the opinion contained herein.

The professionals responsible for developing the actuarial values in this report are available to answer any questions regarding the assumptions and procedures underlying the values. Please contact us if any questions are raised.

Sincerely,

/s/ Xxxxx X. Xxxxxxx	/s/ Xxxxxx Xxxx
Xxxxx X. Xxxxxxx,F.S.A., M.A.A.A.	Xxxxxx Xxxx, F.S.A., M.A.A.A.
Consulting Actuary	Consulting Actuary

LDZ/YY:jk

Offices in Principal Cities Worldwid

TABLE OF CONTENTS

SECTION		PAGE

I.	Introduction and Qualifications	1

II.	Summary of Results	4

III.	Product Descriptions, Methodology and Actuarial Assumptions	27


APPENDIX

A	Asset and Investment Assumptions	A-1

B	Liability Models and Assumptions	B-1

C	Detailed Statutory Income Projections	X-x

Xxxxxxxx

SECTION I

Introduction and Qualifications

Xxxxxxxx, Inc. (“Milliman”) was retained by Citigroup, Inc. (“Citi”) to perform certain actuarial analyses with respect to the life insurance business in Primerica Life Insurance Company (“Primerica” or “PLIC”). PLIC is wholly owned through various holding companies by Citi.

Specifically, our assignment has been to develop projected statutory earnings arising from the existing and new individual life business of Primerica and to calculate present values of these future earnings using discount rates of 11%, 13% and 15%.

The Primerica business consists primarily of level term traditional life business. Primerica markets through a network of about 100,000 independent agents who are primarily part-time, and who are exclusive to Primerica. The term business sold through this network is referred to generally as “term” in this report.

Milliman is frequently engaged to prepare such analyses of life insurance companies. The approach followed in this situation is consistent with methodology we have generally employed in previous engagements.

We have prepared this report with the understanding that it will be used by Citi and its advisors to analyze the potential value of Primerica. The report is intended to provide certain actuarial information and analyses as of June 30, 2009 that would assist a qualified actuary, technically competent in the area of actuarial appraisals, to develop an estimate of (1) the adjusted statutory book value of the companies as of June 30, 2009; (2) the projected amounts and present values of future statutory profits from insurance in force as of June 30, 2009; and (3) the projected amounts and present values of future statutory profits from insurance written after June 30, 2009.

In order to fully comprehend this report, any user of this report should be advised by an actuary with a substantial level of expertise in areas relevant to this analysis to appreciate the significance of the underlying assumptions and the impact of those assumptions on the illustrated results. This report must be read in its entirety to be understood.

This report may not be distributed, disclosed, copied or otherwise furnished to any party without our prior consent. Any distribution of this report must be in its entirety.

Nothing included in this report is to be used in any filings with any public body, such as but not limited to the Securities and Exchange Commission or State Insurance Departments, without prior written consent from Milliman. We understand this report may be shared with the Massachusetts Department of Insurance.

We have projected future statutory profits computed according to regulatory reporting criteria. The validity of these projections depends on how well future experience conforms to our assumptions. Our assumptions for future mortality, persistency, expenses, investment return and other actuarial factors are based on our evaluation of recent experience of Primerica, industry experience and anticipated future trends. The approach employed to develop the projection assumptions is described below.

Mortality and persistency assumptions are based on the experience of Primerica and on general industry experience.

Expenses were projected as a combination of unit expense allowables and excess costs to reproduce the budgeted expenses of Primerica.

Future investment income reflects a new money investment yield of 5.70% based on assumptions for asset yield, quality, and maturity provided by Primerica. The projections are based on the June 30, 2009 interest rate environment.

Financing of excess level term reserves is reflected based on a net cost of 300 bp of outstanding amounts per year.

New business production assumptions were provided by Primerica and are summarized in Section II.

- 1 -

Milliman

Actual experience may differ from that assumed in the projections. To the extent actual experience is different from the assumptions underlying this Report, so will actual results differ from the projected results shown here. Sensitivity of results to changes in assumptions is provided as part of Section II, Summary of Results.

Rationale for Statutory Approach

Our development of the projected amounts and actuarial values in this report reflect statutory accounting practices. Two reasons why we believe it is appropriate to analyze a life company using the statutory approach are:

Statutory accounting determines the availability of earnings for dividends to life company shareholders.

Statutory surplus constitutes the funds available for investments in new business or other ventures requiring capital.

Relationship to Market Value

An actuarial appraisal value does not necessarily represent the value of a company's stock in the open market. Rather, it is derived from a projection of future earnings and therefore reflects the value of a company's earnings potential under a specific set of assumptions. Assignment of a value to any business enterprise is also a matter of informed judgment. Purchase or sales price is determined by the parties involved, based on their respective evaluations of all relevant factors, including:

the perspective of the buyer and the seller and the level of confidence regarding the assumptions underlying projected earnings,

the desired rate of return and the associated cost of capital,

the degree of urgency associated with the sale or acquisition,

economies of scale and scope associated with the potential transaction, and

significant tax or other consequences/benefits, unique to a proposed transaction, which can have an effect on fair market value.

Data Reliance

We have relied on information supplied by Primerica as well as on published financial information. We performed no audits or independent verification of the information furnished to us. To the extent that there are any material errors in the information provided, the results of our analysis will be affected as well. The principal materials relied upon include:

Information contained in the public and internal statutory and GAAP financial statements of Primerica.

Inventory of insurance policies as of June 30, 2009, December 31, 2008 and December 31, 2007.

Information on business inforce, including schedules or electronic files of premiums, policy benefits, commission rates, cost of insurance charges, description of guaranteed benefits, and other policy benefits.

Information relating to Primerica’s statutory reserve practices.

Current and historical pricing assumptions.

Information and analysis prepared by Primerica on recent mortality and persistency experience.

Information on invested assets as of June 30, 2009.

Information on new investment strategy.

Information on statutory/tax asset and reserve assumptions and differences and other information with respect to Federal income taxes.

10)

Information on the terms of reinsurance agreements.

- 2 -

Milliman

11)

Information on future premium production volumes, products, and mix of riders and other guaranteed benefits.

12)

Information on future expenses.

13)

Information on excess reserve financing costs provided by Primerica and Citi.

14)

Information on terms of reinsurance between Primerica and PrimeRe, a newly formed captive owned by Citi.

- 3 -

Milliman

.SECTION II

Summary of Results

Summary of Actuarial Appraisal Values

Table I summarizes the present value of future statutory profits from business inforce on June 30, 2009, and the development of the reinsurance ceding commission for 80% of the inforce business. The business values are based upon thirty years of projected profits. Amounts reflect cost of capital based on 300% of NAIC RBC (Company Action Level).

Table I 80% of PLIC Inforce Business Actuarial Appraisal Value (As of June 30, 2009, in millions)

		11	%		13	%		15	%
Pre-Tax Value	$	3,667		$	3,361		$	3,108
Taxes		(1,070)			(959)			(867)
Cost of Capital at 300% RBC		(144)			(166)			(184)
Total After-tax	$	2,454		$	2,236		$	2,057
Tax Benefit on Reinsurance		1,047			923			819
Total Value	$	3,500		$	3,159		$	2,876

PLIC is coinsuring an additional 10% of the inforce to PrimeRe under a treaty that incorporates an experience refund for the business, as described later in this Section. The effect of the experience refund is to transfer back to PLIC the profits of the business on an economic reserve basis, subject to a cap on the mortality. For this treaty, the ceding commission is assumed to equal the difference between statutory and economic reserves, as estimated below:

PLIC 10% Coinsurance Treaty (in millions)

Statutory Reserve	$	403
Economic Reserve		56
Ceding Commission	$	347

Tables II and III provide a summary of ten years of projected after-tax statutory profits for Primerica Life assuming ten years of projected new business, and after the reinsurance of the inforce business to

PrimeRe, a newly formed captive owned by Citi. No dividends are reflected out of PLIC. Tables IV and V provide a summary of the ten-year statutory income statements for PrimeRe.

Summaries of assumptions for each line of business are provided in Section III and in the Appendices. Detailed projections of annual statutory profits and present values of profit by line of business are provided in Appendix C.

- 4 -

Milliman

Table II Primerica Life Line of Business Statutory Projection (in millions of dollars)

Year Ending June 30,	2009			2010			2011				2012			2013			2014			2015			2016			2017			2018			2019
Existing Business at 06/30/2009
Primerica - Net (Before New Conversions)				$	210.6		$	143.0			$	137.7		$	133.5		$	129.4		$	124.2		$	122.1		$	123.7		$	128.3		$	130.3
Primerica New Conversions - Net					(42.4	)		0.2				(0.1	)		(1.7	)		(3.0	)		(3.4	)		(3.8	)		(12.2	)		(13.0	)		(18.5	)
Miscellaneous Primerica					12.3			12.0			11.9				11.9			12.0			12.0			12.0			12.0			12.0			11.9
Total Existing Business				$	180.6		$	155.1			$	149.5		$	143.7		$	138.3		$	132.8		$	130.4		$	123.6		$	127.3		$	123.8
Ten Years of New Business from 06/30/2009
Traditional Life				$	(200.8	)	$	(180.2		)	$	(157.0	)	$(134.4)			$	(109.9	)	$	(86.5	)	$	(60.7	)	$	(31.2	)	$	1.7		$	38.2
Primerica Waiver of Premium					0.6			1.5				2.3		3.1				3.9			4.8			5.7			6.6			7.6			8.7
Primerica Retained Asset Account					0.2			0.5				0.9		1.3				1.7			2.3			2.9			3.5			4.3			5.1
Total New Business				$	(200.0	)	$	(178.2		)	$	(153.8	)	$	(130.0	)	$	(104.2	)	$	(79.4	)	$	(52.1	)	$	(21.1	)	$	13.6		$	52.0
Unallocated Expense					(16.7	)		(16.7		)		(16.7	)	(16.7		)		(16.7	)		(16.7	)		(16.7	)		(16.7	)		(16.7	)		(16.7	)
Change in Internal Reserve Financing				23.4			(0.1)					(6.8	)	(37.2		)		(36.0	)		(35.1	)		(34.8	)		(34.4	)		(33.8	)		(31.9	)
Interest Cost on Internal Reserve Financing					(30.1	)		(32.1		)		(32.1	)	(31.5		)		(28.3	)		(25.2	)		(22.1	)		(19.1	)		(16.1	)		(13.2	)
Interest on Capital, Surplus & AVR					21.9			21.3				19.1		17.5				15.1		14.0				14.2		16.0				19.4			25.5
Total Pre-Tax Earnings				$	(20.9	)	$	(50.6		)	$	(40.7	)	$	(54.1	)	$	(31.7	)	$	(9.5	)	$	18.8		$	48.4		$	93.8		$	139.6
Federal Income Tax (35.0%)					—			—				—			—			—			—			—			—			—			(67.8	)
NBL Distributed Earnings					11.3			12.2			12.2			12.3				12.5		12.3				12.3			12.2		12.8				13.5
After-Tax Earnings				$	(9.7	)	$	(38.4		)	$	(28.5	)	$	(41.9	)	$	(19.2	)	$	2.8		$	31.2		$	60.6		$	106.7		$	85.4
Distributed Earnings (Target RBC Ratio=300%)	$	20.0		$	—		$		—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—
General Account Liabilities	$	673.7		$	682.3		$	731.7			$	832.4		$	978.1		$	1,163.9		$	1,387.8		$	1,645.5		$	1,927.3		$	2,247.5		$	2,605.5
Separate Account Liabilities		—			—			—				—			—			—			—			—			—			—			—
General Account Tax Reserve (Net of DAC)		(50.7	)		(5.9	)		90.8				232.1		409.3				615.6			846.6			1,096.7			1,354.2			1,631.0			1,928.1
External Reserve Financing (w/LOC @300bp)		—			—			—				—		—				—			—			—			—			—			—
50% Inforce Internal Reserve Financing (w/LOC @300bp)		345.8			369.2			369.1				362.4		325.2			289.2				254.1		219.3			185.0				151.2			119.3
Interest Maintenance Reserve		—			—			—				—			—			—			—			—			—			—			—
Capital, Surplus & AVR Excluding NBL		384.0			374.3			335.9				307.4			265.6			246.4			249.2			280.4			341.0			447.7			533.0
NBL Carrying Value		150.0			150.0			150.0				150.0			150.0		150.0				150.0			150.0			150.0			150.0			150.0
Capital, Surplus & AVR Including NBL		534.0		524.3				485.9				457.4			415.6			396.4			399.2			430.4			491.0			597.7			683.0
NAIC RBC (Company Action Level)		90.0			93.3			97.2				101.7			107.1			113.1			119.6			126.9			135.5			145.0			155.6
RBC Ratio (Company Action Level)		593.2	%		562.0	%		499.8		%		449.8	%		388.1	%		350.6	%		333.9	%		339.1	%		362.4	%		412.3	%		438.9	%

Note: Interest on Capital, Surplus, & AVR is based on a net earnings rate of 5.70%.

- 5 -

Milliman

Table III Primerica Life Projected Statutory Operating Results (in millions of dollars)

Year Ending June 30,	2009			2010			2011			2012			2013			2014			2015			2016			2017			2018			2019
Existing and New Business
Gross Premium Income				$	422.6		$	546.2		$	666.1		$	787.2		$	911.3		$	1,040.6		$	1,176.9		$	1,345.0		$	1,539.9		$	1,736.5
Reinsurance Premiums (Net of Allowances)					(118.1	)		(142.6	)		(171.8	)		(205.1	)		(242.6	)		(283.2	)		(328.2	)		(396.4	)		(470.3	)		(550.3	)
Allowances From PrimeRe					92.1			85.3			80.8			77.3			74.3			71.5			69.2			65.1			61.3			57.8
Investment Income					79.3			82.4			84.7			89.9			96.6			106.6			119.8			136.0			155.8			180.2
Total Income				$	475.9		$571.4			$	659.8		$	749.3		$	839.6		$	935.5		$	1,037.7		$	1,149.6		$	1,286.7		$	1,424.1
Surrender, Health and Other Benefits				$	33.7		$	12.7		$	8.4		$	7.7		$	8.1		$	9.0		$	10.6		$	12.2		$	14.4		$	16.5
Direct Death Benefits					182.1		207.0				235.9			269.4			306.9			348.3			393.8			456.1			534.4			616.3
Reinsurance Death Benefits					(103.9	)		(126.4	)		(152.4	)		(182.3	)		(215.9	)		(253.1	)		(293.7	)		(348.4	)		(417.1	)		(490.6	)
Cost of Financing					30.1			32.1			32.1			31.5			28.3			25.2			22.1			19.1			16.1			13.2
Reserve Increase					5.9			46.8			100.9			172.9			208.7			243.4			273.0			292.1			327.5			362.7
Expense (Other Than Premium Tax) (Incl Unalloc)					158.2			162.5			168.7			176.1			184.4			194.2			205.3			217.4			230.2			244.1
Premium Tax					35.1		36.0				37.4		39.0				40.8			42.9			45.1			47.5			50.2			53.1
Commission					155.6			251.4			269.4			289.1			310.1			335.2			362.8			405.3			437.2			469.2
Total Benefits and Expenses				$	496.8		$	622.0		$	700.5		$	803.5		$	871.3		$	945.0		$	1,018.9		$	1,101.2		$	1,192.9		$	1,284.5
Total Pre-Tax Earnings				$	(20.9	)	$	(50.6	)	$	(40.7	)	$	(54.1	)	$	(31.7	)	$	(9.5	)	$	18.8		$	48.4		$	93.8		$	139.6
Federal Income Tax (35.0%)					—			—			—			—			—			—			—			—			—			(67.8	)
NBL Distributed Earnings					11.3			12.2			12.2			12.3			12.5			12.3			12.3			12.2			12.8			13.5
After-Tax Earnings				$	(9.7	)	$(38.4		)	$	(28.5	)	$	(41.9	)	$	(19.2	)	$	2.8		$	31.2		$	60.6		$	106.7		$	85.4
Distributed Earnings (Target RBC Ratio=300%)	$	20.0		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—
General Account Liabilities	$	673.7		$	682.3		$	731.7		$	832.4		$	978.1		$	1,163.9		$	1,387.8		$	1,645.5		$	1,927.3		$	2,247.5		$	2,605.5
Separate Account Liabilities		—			—			—			—			—		—				—			—			—			—			—
General Account Tax Reserve (Net of DAC)		(50.7	)		(5.9	)		90.8			232.1			409.3			615.6			846.6			1,096.7			1,354.2			1,631.0			1,928.1
External Reserve Financing (w/LOC @300bp)		—			—			—			—			—			—			—			—			—			—			—
50% Inforce Internal Reserve Financing (w/LOC @300bp)		345.8			369.2			369.1			362.4			325.2			289.2		254.1				219.3			185.0			151.2			119.3
Interest Maintenance Reserve		—			—			—			—			—			—			—			—			—			—			—
Capital, Surplus & AVR		534.0			524.3			485.9			457.4			415.6			396.4			399.2			430.4			491.0			597.7			683.0
NAIC RBC (Company Action Level)		90.0			93.3			97.2			101.7			107.1			113.1			119.6			126.9			135.5			145.0			155.6
RBC Ratio (Company Action Level)		593.2	%		562.0	%		499.8	%		449.8	%		388.1	%		350.6	%		333.9	%		339.1	%		362.4	%		412.3	%		438.9	%

Note: Interest on Capital, Surplus, & AVR is based on a net earnings rate of 5.70%.

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Milliman

Table IV PrimeRe
Line of Business Statutory Projection (post-tax; in millions of dollars)

Year Ending June 30,	2009			2010			2011			2012			2013			2014			2015			2016			2017			2018			2019
Existing Business at 06/30/2009
Term — Net (Before New Conversions)				$	534.4		$	572.0		$	550.7		$	533.9		$	517.4		$	496.8		$	488.5		$	477.0		$	453.7		$	421.9
Term — New Conversions - Net					(169.3	)	0.7				(0.3	)		(6.7	)		(11.9	)		(13.6	)		(15.0	)		(7.6	)		(4.9	)	2.2
Canada Segregated Funds					—			—			—			—			—			—			—			—			—			—
Miscellaneous				$	12.3		$	11.4		$	10.7		$	10.1		$	9.6		$	9.0		$	8.5		$	7.9		$	7.4		$	7.0
Total Existing Business				$	377.4		$	584.1		$	561.1		$	537.4		$	515.0		$	492.2		$	482.0		$	477.3		$	456.3		$	431.1
Ten Years of New Business from 06/30/2009 N/A				$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Total New Business				$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Unallocated Expense					(5.0	)		(5.0	)		(5.0	)		(5.0	)		(5.0	)		(5.0	)		(5.0	)		(5.0	)		(5.0	)		(5.0	)
Change in Internal Reserve Financing					(23.4	)	0.1			6.8			37.2			36.0			35.1			34.8			34.4			33.8			31.9
Interest Cost on Internal Reserve Financing					30.1			32.1			32.1			31.5			28.3			25.2		22.1				19.1			16.1			13.2
Interest on Capital, Surplus & AVR					17.3			16.3			15.2			14.4			13.5			12.6			11.9		11.2				10.4			9.6
Total Pre-Tax Earnings				$	396.4		$	627.6		$	610.2		$	615.5		$	587.8		$	560.1		$	545.8		$	537.0		$	511.5		$	480.7
Federal Income Tax (35.0%)					(175.8	)		(200.5	)		(193.8	)		(196.5	)		(187.7	)		(178.9	)		(175.1	)		(173.6	)		(166.3	)		(157.6	)
After-Tax Earnings				$	220.6		$	427.0		$	416.5		$	419.0		$	400.1		$	381.2		$	370.7		$	363.4		$	345.2		$	323.1
Distributed Earnings	$	—		$	238.1		$	445.0		$	431.9		$	434.1		$	415.3		$	393.6		$	383.3		$	377.8		$	359.3		$	337.0
General Account Liabilities	$	3,443.7		$	3,635.0		$	3,615.4		$	3,556.5		$	3,438.6		$	3,294.6		$	3,130.8		$	2,936.1		$	2,717.3		$	2,471.8		$	2,208.8
Separate Account Liabilities		—			—			—			—			—			—			—			—			—			—			—
General Account Tax Reserve (Net of DAC)		2,642.4			2,685.6			2,712.5			2,706.6			2,667.5			2,597.0			2,503.3			2,373.6			2,215.1			2,025.2			1,812.0
External Reserve Financing (w/LOC @300bp)		—			—			—			—			—			—			—			—			—			—			—
50% Inforce Internal Reserve Financing (w/LOC @300bp)		(345.8	)		(369.2	)	(369.1)				(362.4	)		(325.2	)		(289.2	)		(254.1	)		(219.3	)		(185.0	)		(151.2	)		(119.3	)
Interest Maintenance Reserve		—			—			—			—			—			—			—			—			—			—			—
Capital, Surplus & AVR		303.0			285.4			267.5			252.0			236.9			221.7			209.3			196.7			182.3			168.2			154.3
NAIC RBC (Company Action Level)		101.0			95.1			89.2			84.0			79.0			73.9			69.8			65.6			60.8			56.1			51.4
RBC Ratio (Company Action Level)		300.0	%		300.0	%	300.0%				300.0	%		300.0	%		300.0	%		300.0	%		300.0	%		300.0	%		300.0	%		300.0	%

Note: Interest on Capital, Surplus, & AVR is based on a net earnings rate of 5.70%.

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Milliman

Table V PrimeRe
Projected Statutory Operating Results (in millions of dollars)

Year Ending June 30,	2009			2010			2011			2012			2013			2014			2015			2016			2017			2018			2019
Existing and New Business
Gross Premium Income				$	1,330.7		$	1,255.1		$	1,202.9		$	1,163.9		$	1,132.6		$	1,104.5		$	1,079.1		$	1,030.3		$	969.7		$	920.1
Reinsurance Premiums (Net of Allowances)					(421.0	)		(435.9	)		(452.3	)		(470.4	)		(489.8	)		(505.1	)		(519.0	)		(515.0	)		(507.7	)		(501.5	)
Seg Fund Policy Charges					—			—			—			—			—			—			—			—			—			—
Investment Income					205.7			212.9			209.3			204.1			197.4			189.3			180.3			169.9			157.5			143.8
Total Income				$	1,115.4		$	1,032.1		$	959.9		$	897.6		$	840.2		$	788.8		$	740.5		$	685.1		$	619.4		$	562.3
Surrender, Health and Other Benefits				$	46.7		$	45.0		$	41.7		$	39.5		$	37.8		$	36.3		$	34.8		$	33.7		$	32.2		$	30.7
Direct Death Benefits					665.3			661.3			671.3			684.7			698.7			712.4			723.9			721.0			702.8			682.3
Reinsurance Death Benefits					(366.7	)		(373.2	)		(387.1	)		(402.5	)		(418.7	)		(434.1	)		(447.5	)		(450.2	)		(441.2	)		(428.9	)
Cost of Financing					(30.1	)		(32.1	)		(32.1	)		(31.5	)		(28.3	)		(25.2	)		(22.1	)		(19.1	)		(16.1	)		(13.2	)
Reserve Increase					190.2			(20.4	)		(59.0	)		(117.6	)		(142.4	)		(162.0	)		(192.7	)		(219.7	)		(246.8	)		(262.3	)
Expense Allowances					92.1			85.3			80.8			77.3			74.3			71.5			69.2			65.1			61.3			57.8
Other Expenses					5.0			5.0			5.0			5.0			5.0			5.0			5.0			5.0			5.0			5.0
Commission					116.6			33.6			29.0			27.2			26.0			24.8			24.0			12.6			10.8			10.3
Total Benefits and Expenses				$	719.0		$	404.6		$	349.6		$	282.1		$	252.4		$	228.7		$	194.7		$	148.3		$	107.9		$	81.7
Total Pre-Tax Earnings				$	396.4		$	627.6		$	610.2		$	615.5		$	587.8		$	560.1		$	545.8		$	536.9		$	511.5		$	480.6
Federal Income Tax (35.0%)					(175.8	)		(200.5	)		(193.8	)		(196.5	)		(187.7	)		(178.9	)		(175.1	)		(173.6	)		(166.3	)		(157.6	)
After-Tax Earnings				$	220.6		$	427.0		$	416.5		$	419.0		$	400.1		$	381.2		$	370.7		$	363.3		$	345.1		$	323.0
Distributed Earnings (Target RBC Ratio=300%)	$	—		$	238.1		$	445.0		$	431.9		$	434.1		$	415.3		$	393.6		$	383.3		$	377.8		$	359.3		$	337.0
General Account Liabilities	$	3,443.7		$	3,635.0		$	3,615.4		$	3,556.5		$	3,438.6		$	3,294.6		$	3,130.8		$	2,936.1		$	2,717.3		$	2,471.8		$	2,208.8
Separate Account Liabilities		—			—			—			—			—			—			—			—			—			—			—
General Account Tax Reserve (Net of DAC)		2,642.4			2,685.6			2,712.5			2,706.6			2,667.5			2,597.0			2,503.3			2,373.6			2,215.1			2,025.2			1,812.0
External Reserve Financing (w/LOC @300bp)		—			—			—			—			—			—			—			—			—			—			—
50% Inforce Internal Reserve Financing (w/LOC @300bp)		(345.8	)		(369.2	)		(369.1	)		(362.4	)		(325.2	)		(289.2	)		(254.1	)		(219.3	)		(185.0	)		(151.2	)		(119.3	)
Interest Maintenance Reserve		—			—			—			—			—			—			—			—			—			—			—
Capital, Surplus & AVR		303.0			285.4			267.5			252.0			236.9			221.7			209.3			196.7			182.3			168.2			154.3
NAIC RBC (Company Action Level)		101.0			95.1			89.2			84.0			79.0			73.9			69.8			65.6			60.8			56.1			51.4
RBC Ratio (Company Action Level)		300.0	%		300.0	%		300.0	%		300.0	%		300.0	%		300.0	%		300.0	%		300.0	%		300.0	%		300.0	%		300.0	%

Note: Interest on Capital, Surplus, & AVR is based on a net earnings rate of 5.70%.

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Milliman

Discount Rates

The actuarial appraisal values were developed using discount rates of 11%, 13%, and 15%. Table I illustrates the importance of the discount rate in the determination of the value of profits from the business.

New Business

New business is projected to grow based on Primerica’s business plan. Life insurance production is stated in terms of annualized issued premium. No new production is assumed after ten years.

Primerica Production Amounts (annualized issued premium, in millions of $)

							Growth Rate
Product Line	Year 1		Year 2		Year 3		Years 4-5			Years 6+
Life – U.S.	$	180.0	$	192.6	$	206.1		7	%		8	%

Of the U.S. life production, 7.5% is assumed to be in National Benefit Life (NBL), PLIC’s New York subsidiary.

Reserve Financing

Primerica Life reserves for all term business using segmented reserves, both before and after the introduction of Guideline XXX in 2000. The development of the ceding commission reflects reserve financing based on the following assumptions:

•

For the business in PLIC, $1 billion of reserve financing is assumed; spread pro-rata over the excess reserves on the inforce block of business.

•

The amount of excess reserve is assumed to be the statutory reserve less the greater of the economic reserve or zero, for the block in total. Economic reserves are gross premium reserves over the level period only, and are defined in more detail in Section III. A summary of the reserves is shown below.

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Milliman

Primerica Life Excess Reserve Summary by Issue Year As of June 30, 2009 (in millions)

Issue Year	Statutory Reserve			Economic Reserve
2009	$	99		$	(170	)
2008		245			(301	)
2007		275			(271	)
2006		199			(200	)
2005		218			(154	)
2004		274			(110	)
2003		255			(86	)
2002		240			(58	)
2001		253			(38	)
2000		239			15
1999		154			13
1998		136			30
1997		138			27
1996		155			34
1995		134			29
1994		111			10
1993		114			7
1992		100			14
1991		73			15
1990		45			10
1989		(5	)		(3	)
Total	$	3,451		$	(1,188	)

•	The cost of financing is assumed to be 300 bp of amounts outstanding.

•	Tax reserves are projected based on the Company’s current methodology.

The projections of the 20% of the inforce business remaining in PLIC, along with the new business, does not reflect any external reserve financing.

General Expense and Commissions

The unit expense assumptions were developed based on a combination of Primerica’s internal pricing allowables for acquisition costs and target allowables for maintenance. The difference between Primerica’s budgeted expenses and the unit cost allowable of $29 million was reflected as an unallocated expense and held constant for a period consistent with new business production.

Primerica does not perform a detailed allocation of shared expenses to the non-life product lines. Therefore, a significant portion of the unallocated expense represents shared expenses that support other business segments. In addition, the unallocated expense includes amounts that provide shared support for Primerica’s distribution system, for both life and non-life businesses.

PLIC has cost-sharing agreements and management agreements in place with its non-life affiliates. For purposes of a PLIC-only projection, excess experience is reduced by a net $12 million for these agreements.

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Milliman

The projections reflect commission on a paid basis. Under the reinsurance treaty, PrimeRe will reimburse PLIC for commissions on an earned basis. In the first projection year, this results in an increase in the commission reimbursement by about $61.6 million for 80% of the business, which is reflected as an aggregate adjustment in Table I, and the ten-year projections. Subsequent years are not impacted.

Statutory Surplus Levels. Cost of Required Capital, and Risk Based Capital

The approach used to project yearly profits underlying the present values reflects an assumption that all future earnings from inforce and new business are paid out as reported. Included in this calculation is provision for the minimum level of statutory net worth required to continue favorable regulatory and rating agency treatment. Tables II and III provide a projection of capital, surplus, and AVR levels assuming all statutory earnings are paid out in excess of the funds required to maintain a 300% NAIC RBC (Risk Based Capital - Company Action Level) ratio in Primerica.

The cost of retaining capital to support the ongoing insurance operations will depend on a) the level of capital believed necessary for the risks inherent in the insurance operations of Primerica and to achieve desired ratings from various rating agencies; and b) the differential between the rate of return realized on retained capital and a buyer’s desired rate of return for an acquisition. The cost of capital based on maintaining 300% NAIC RBC is provided for in Table I. The detailed factors used to develop projected RBC are summarized in Appendix A.

Federal Income Taxes

The actuarial appraisal values summarized in Table I have been adjusted for the effect of Federal income taxes, assuming a 35% tax rate. In evaluating the potential effect of taxes on value, one should consider:

Differences between tax and statutory reserves;

Impact of the D AC proxy tax; and

Other differences between tax and statutory amounts.

For purposes of this analysis, we have projected taxes as 35% of statutory income, adjusted as described below.

•

The statutory reserve exceeds the tax reserve as of June 30, 2009 by approximately $890 million. The difference represents reserves that will eventually flow into statutory income but not taxable income.

•

The impact of Deferred Acquisition Cost (DAC) proxy tax is based on the establishment of an asset for purposes of calculating taxable income equal to 7.70% of life insurance or 1.75% of annuity non-qualified direct premiums and reinsurance net cashflow. The resulting tax asset is assumed to be amortized over ten years. We also projected the amortization of the June 30, 2009 tax DAC balance of $635 million.

The 80% reinsurance transaction will be under an indemnity coinsurance arrangement. Under an indemnity coinsurance transaction, a reinsurer would receive a deduction of the tax-basis ceding commission. The Tax Benefit on Reinsurance in Table I is developed as follows:

DAC proxy tax is determined based on net consideration, including the initial net cash transfer, instead of premium

The excess ceding commission (on a tax basis) is assumed to be deductible immediately.

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Milliman

Reinsurance Between PLIC and Prime Re

The ten-year projections for PLIC and Prime Re reflect the following anticipated reinsurance terms:

PLIC coinsures 80% of the inforce Term business to Prime Re.

PLIC coinsures an additional 10% of the inforce Term business to Prime Re under a second treaty, which includes an experience refund. The experience refund is defined as:

Experience Refund		= Premiums — Claims — Expense Allowances

		- Increase in Economic Reserve (net of interest on economic reserve)

		- Finance charge

The Finance charge is assumed to be 3% of excess reserves (statutory reserve — economic reserve).

In addition, the following terms are reflected for EOT conversions and renewals:

•

EOT conversions beginning in year 8 of the projection are assumed to be written in PLIC

•

Similarly, PLIC has the right to recapture new EOT renewals beginning in year 8, and the projections assume PLIC will exercise this option.

Sensitivity Analysis

We have developed values and projections under the following changes in assumptions:

110% of baseline mortality

120% of baseline lapses (other than shock lapse)

400% of baseline default rates on assets

New business production growth reduced to 3% in all years.

Results are summarized below.

PLIC Inforce Business at 80% Sensitivity Analysis (after-tax, cost of capital, before reinsurance tax benefit)

Scenario		11%		13%		15%
Baseline	$	2,454	$	2,236	$	2,057
1) 110% Mortality		2,306		2,106		1,940
2) 120% Lapse		2,404		2,203		2,037
3) 400% Defaults		2,369		2,159		1,987

The ten-year projections are included on the following pages.

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Milliman

Primerica Life: 110% Mortality Line of Business Statutory Projection (post-tax; in millions of dollars)

Year Ending June 30,	2009			2010			2011			2012			2013			2014			2015			2016			2017			2018			2019
Existing Business at 06/30/2009
Primerica - Net (Before New Conversions)				$	203.3		$	136.4		$	131.6		$	127.8		$	124.1		$	119.2		$	117.3		$	119.0		$	123.7		$	125.9
Primerica New Conversions - Net					(42.5	)	(0.5)				(1.2	)		(3.2	)		(4.9	)		(5.6	)		(6.1	)		(6.5	)		(6.3	)		(6.2	)
Miscellaneous Primerica					13.1		12.9				12.8			12.8			12.9			13.0			13.0			13.0			13.0			12.9
Total Existing Business				$	173.9		$	148.8		$	143.2		$	137.5		$	132.1		$	126.6		$	124.2		$	125.5		$	130.3		$	132.6
Ten Years of New Business from 06/30/2009
Traditional Life				$	(201.1	)	$	(181.1	)	$	(158.2	)	$	(136.1	)	$	(112.0	)	$	(89.1	)	$	(63.8	)	$	(34.9	)	$	(2.6	)	$	33.1
Primerica Waiver of Premium					0.6		1.5				2.3			3.1			3.9			4.8			5.7			6.6			7.6			8.7
Primerica Retained Asset Account					0.2		0.5				0.9			1.4			1.9			2.5			3.1			3.8			4.6			5.5
Total New Business				$	(200.4	)	$	(179.1	)	$	(155.0	)	$	(131.6	)	$	(106.2	)	$	(81.9	)	$	(55.1	)	$	(24.5	)	$	9.6		$	47.3
Unallocated Expense					(16.7	)	(16.7)				(16.7	)		(16.7	)		(16.7	)		(16.7	)		(16.7	)		(16.7	)		(16.7	)		(16.7	)
Change in Internal Reserve Financing					23.3		(0.2)				(11.8	)		(38.5	)		(37.2	)		(35.2	)		(34.8	)		(34.3	)		(33.5	)		(31.4	)
Interest Cost on Internal Reserve Financing					(30.1	)	(32.1)				(32.1	)		(31.1	)		(27.7	)		(24.5	)		(214	)		(18.4	)		(15.4	)		(12.5	)
Interest on Capital, Surplus & AVR					21.9		20.9				18.3			15.9			12.9			11.2			10.8			11.9			15.0			20.9
Total Pre-Tax Earnings				$	(28.1	)	$	(58.3	)	$	(54.1	)	$	(64.5	)	$	(42.7	)	$	(20.4	)	$	7.0		$	43.5		$	89.3		$	140.1
Federal Income Tax (35.0%)					0.0		(0.0		)		0.0			0.0			0.0			0.0			0.0			0.0			0.0			(46.1	)
NBL Distributed Earnings					11.3		12.2				12.2			12.3			12.5			12.3			12.3			12.2			12.8			13.5
After-Tax Earnings					(16.8	)	(46.1)				(41.9	)		(52.2	)		(30.2	)		(8.1	)		19.3			55.7			102.1			107.6
Distributed Earnings (Target RBC Ratio=300%)	$	20.0		$	0.0		$	0.0		$	0.0		$	0.0		$	0.0		$	0.0		$	0.0		$	0.0		$	0.0		$	0.0
General Account Liabilities	$	673.7		$	709.2		$	759.0		$	860.6		$	1,007.5		$	1,194.6		$	1,419.9		$	1,679.0		$	1,968.9		$	2,289.9		$2,638.2
Separate Account Liabilities		0.0			0.0		0.0				0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0
General Account Tax Reserve (Net of DAC)		(50.7	)		20.4		116.7				258.0			435.4			641.9			873.1			1,123.2			1,388.0			1,666.2			1,955.0
External Reserve Financing (w/LOC @300bp)		0.0			0.0		0.0				0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0
50% Inforce Internal Reserve Financing (w/LOC @300bp)		345.8			369.1		368.9				357.1			318.6			281.5			246.3			211.5			177.3			143.7			112.3
Interest Maintenance Reserve		0.0			0.0		0.0				0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0
Capital, Surplus & AVR Excluding NBL		384.0			367.2		321.1				279.2			227.0			196.8			188.7			208.1			263.8			365.9			473.5
NBL Carrying Value		150.0			150.0		150.0				150.0			150.0			150.0			150.0			150.0			150.0			150.0			150.0
Capital, Surplus & AVR Including NBL		534.0			517.2		471.1				429.2			377.0

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AMENDED AND RESTATED 80% COINSURANCE AGREEMENT by and between PRIMERICA LIFE INSURANCE COMPANY (the “Ceding Company”) and PECAN RE INC. (the “Reinsurer”) Dated March 31, 2016

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