0001193125-10-045478 Sample Contracts

TRUST AGREEMENT Dated as of [ ], 2010 among AMERICAN HEALTH AND LIFE INSURANCE COMPANY as Grantor NATIONAL BENEFIT LIFE INSURANCE COMPANY as Beneficiary and THE BANK OF NEW YORK MELLON as Trustee
Trust Agreement • March 2nd, 2010 • Primerica, Inc. • Fire, marine & casualty insurance • New York

This TRUST AGREEMENT (together with any and all exhibits, this “Agreement”) dated [ ], 2010, made by and among American Health and Life Insurance Company, a Texas domiciled stock life insurance company (the “Grantor”), National Benefit Life Insurance Company, a New York domiciled stock life insurance company (the “Beneficiary”), and The Bank of New York Mellon, a banking corporation organized under the laws of the State of New York, as trustee (in such capacity, the “Trustee”) (the Grantor, the Beneficiary and the Trustee are hereinafter each sometimes referred to individually as a “Party” and collectively as the “Parties”).

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10% COINSURANCE EXCESS TRUST AGREEMENT Dated as of [ ], 2010 among PRIME REINSURANCE COMPANY, INC. as Grantor, PRIMERICA LIFE INSURANCE COMPANY as Beneficiary and CITIBANK, N.A. as Trustee
Reinsurance Trust Agreement • March 2nd, 2010 • Primerica, Inc. • Fire, marine & casualty insurance

This 10% COINSURANCE EXCESS TRUST AGREEMENT (together with any and all exhibits, this “Agreement”) dated [ ], 2010, made by and among Prime Reinsurance Company, Inc., a Vermont special purpose financial captive insurance company (the “Grantor”), Primerica Life Insurance Company, a Massachusetts-domiciled stock life insurance company (the “Beneficiary”), and Citibank, N.A., a national banking institution organized under the laws of the United States, as trustee (in such capacity, the “Trustee”) (the Grantor, the Beneficiary and the Trustee are hereinafter each sometimes referred to individually as a “Party” and collectively as the “Parties”).

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INTERCOMPANY AGREEMENT by and between PRIMERICA, INC. (formerly named PUCK HOLDING COMPANY, INC.) and CITIGROUP INC. Dated as of [ ], 2010
Intercompany Agreement • March 2nd, 2010 • Primerica, Inc. • Fire, marine & casualty insurance • New York

INTERCOMPANY AGREEMENT, dated as of [ ], 2010, by and between PRIMERICA, INC. (formerly named Puck Holding Company, Inc.), a Delaware corporation (“Primerica”), and CITIGROUP INC., a Delaware corporation (“Citigroup”).

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90% COINSURANCE AGREEMENT by and between NATIONAL BENEFIT LIFE INSURANCE COMPANY (the “Ceding Company”) and AMERICAN HEALTH AND LIFE INSURANCE COMPANY (the “Reinsurer”) Dated [ ], 2010
90% Coinsurance Agreement • March 2nd, 2010 • Primerica, Inc. • Fire, marine & casualty insurance • New York

This 90% COINSURANCE AGREEMENT (together with the Exhibits hereto, this “Agreement”) is made on this the [ ] day of [ ], 2010 by and between NATIONAL BENEFIT LIFE INSURANCE COMPANY, a stock life insurance company domiciled in the State of New York (together with its successors and permitted assigns, the “Ceding Company”) and AMERICAN HEALTH AND LIFE INSURANCE COMPANY, a stock life insurance company domiciled in the State of Texas (together with its successors and permitted assigns, the “Reinsurer”).

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CAPITAL MAINTENANCE AGREEMENT
Capital Maintenance Agreement • March 2nd, 2010 • Primerica, Inc. • Fire, marine & casualty insurance • New York

This CAPITAL MAINTENANCE AGREEMENT (this “Capital Agreement”) dated as of [ ], 2010 (the “Effective Date”) is made by and between CITIGROUP INC., a Delaware corporation (the “Obligor”), and PRIME REINSURANCE COMPANY, INC., a special purpose financial captive insurance company domiciled in the State of Vermont (“Prime Re”).

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LONG-TERM SERVICES AGREEMENT by and between CITILIFE FINANCIAL LIMITED and PRIMERICA LIFE INSURANCE COMPANY Dated as of [ ], 2010
Long-Term Services Agreement • March 2nd, 2010 • Primerica, Inc. • Fire, marine & casualty insurance • New York

This LONG-TERM SERVICES AGREEMENT (this “Agreement”), dated as of [ ], 2010 (the “Effective Date”), by and between CITILIFE FINANCIAL LIMITED, an Irish life insurance company (“CitiLife”), and PRIMERICA LIFE INSURANCE COMPANY, a Delaware corporation (“Primerica,” together with CitiLife, the “Parties,” and each individually a “Party”).

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COINSURANCE AGREEMENT by and between PRIMERICA LIFE INSURANCE COMPANY OF CANADA (the “Ceding Company”) FINANCIAL REASSURANCE COMPANY 2010 LTD (the “Reinsurer”) DATED [ ], 2010
Coinsurance Agreement • March 2nd, 2010 • Primerica, Inc. • Fire, marine & casualty insurance • Ontario

This COINSURANCE AGREEMENT (together with the Exhibits hereto, this “Agreement”) is made by and between PRIMERICA LIFE INSURANCE COMPANY OF CANADA, a life insurance company incorporated under the Insurance Companies Act (Canada) (together with its successors and permitted assigns, the “Ceding Company”) having its principal business office located at 2000 Argentia Road, Plaza V, Suite 300, Mississauga, Ontario L5N 2R7 and Financial Reassurance Company 2010 Ltd, a reinsurance company incorporated in Bermuda and registered as an insurer pursuant to the Insurance Act 1978 of Bermuda (together with its successors and permitted assigns, the “Reinsurer”) having its registered office located at the Emporium Building, 69 Front Street, Hamilton HM 12, Bermuda.

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FORM OF REGISTRATION RIGHTS AGREEMENT by and among CITIGROUP INSURANCE HOLDING CORPORATION, WARBURG PINCUS PRIVATE EQUITY X, L.P., WARBURG PINCUS X PARTNERS, L.P. and PRIMERICA, INC. Dated as of [—], 2010
Registration Rights Agreement • March 2nd, 2010 • Primerica, Inc. • Fire, marine & casualty insurance • New York

REGISTRATION RIGHTS AGREEMENT, dated as of [—], 2010, by and among Primerica, Inc., a Delaware corporation (the “Company” or “Primerica”), Warburg Pincus Private Equity X, L.P., a Delaware limited partnership, Warburg Pincus X Partners, L.P. , a Delaware limited partnership (together with Warburg Pincus Private Equity X L.P., “Warburg”), and Citigroup Insurance Holding Corporation, a Georgia corporation (“Citi”).

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TRANSITION SERVICES AGREEMENT by and between CITIGROUP INC. and PRIMERICA, INC. Dated as of [ ], 2010
Transition Services Agreement • March 2nd, 2010 • Primerica, Inc. • Fire, marine & casualty insurance • New York

This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of [ ], 2010 (the “Effective Date”), by and between CITIGROUP INC., a Delaware corporation (“Citi”), and PRIMERICA, INC., a Delaware corporation (“Primerica,” together with Citi, the “Parties,” and each individually a “Party”).

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10% COINSURANCE AGREEMENT by and between PRIMERICA LIFE INSURANCE COMPANY (the “Ceding Company”) and PRIME REINSURANCE COMPANY, INC. (the “Reinsurer”) Dated [ ], 2010
10% Coinsurance Agreement • March 2nd, 2010 • Primerica, Inc. • Fire, marine & casualty insurance • Massachusetts

This 10% COINSURANCE AGREEMENT (together with the Exhibits hereto, this “Agreement”) is made on this the [ ] day of [ ], 2010 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 PRIME REINSURANCE COMPANY, INC., a special purpose financial captive insurance company domiciled in the State of Vermont (together with its successors and permitted assigns, the “Reinsurer”).

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MONITORING AND REPORTING AGREEMENT
Monitoring and Reporting Agreement • March 2nd, 2010 • Primerica, Inc. • Fire, marine & casualty insurance • Massachusetts

This MONITORING AND REPORTING AGREEMENT, dated as of [DATE] (this “Agreement”) is entered into by and among Primerica Life Insurance Company, a Massachusetts life insurance company (“PLIC”) and Prime Reinsurance Company, Inc. a Vermont special purpose financial captive insurance company (“Prime Re”).

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80% COINSURANCE AGREEMENT by and between PRIMERICA LIFE INSURANCE COMPANY (the “Ceding Company”) and PRIME REINSURANCE COMPANY, INC. (the “Reinsurer”) Dated [ ], 2010
80% Coinsurance Agreement • March 2nd, 2010 • Primerica, Inc. • Fire, marine & casualty insurance • Massachusetts

This 80% COINSURANCE AGREEMENT (together with the Exhibits hereto, this “Agreement”) is made on this the [ ] day of [ ], 2010 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 PRIME REINSURANCE COMPANY, INC., a special purpose financial captive insurance company domiciled in the State of Vermont (together with its successors and permitted assigns, the “Reinsurer”).

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Coinsurance Trust Agreement • March 2nd, 2010 • Primerica, Inc. • Fire, marine & casualty insurance • Ontario

NOW THEREFORE in consideration of the premises and the mutual covenants and agreements contained in the Agreement, the parties hereto agree with one another as follows:

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MONITORING AND REPORTING AGREEMENT
Monitoring and Reporting Agreement • March 2nd, 2010 • Primerica, Inc. • Fire, marine & casualty insurance • New York

This MONITORING AND REPORTING AGREEMENT, dated as of [DATE] (this “Agreement”) is entered into by and among National Benefit Life Insurance Company, a New York life insurance company (“NBLIC”) and American Health and Life Insurance Company, a Texas life insurance company (“AHL”).

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MARKETING SERVICES AGREEMENT
Marketing Services Agreement • March 2nd, 2010 • Primerica, Inc. • Fire, marine & casualty insurance • Delaware

This agreement (the “Agreement”) is made as of June 13, 2006, between Citibank, N.A., a national bank, having a place of business at One Court Square, Long Island City, NY 11120, Citibank, F.S.B., a federal savings bank, having a place of business at 11800 Spectrum Center, Reston, VA 20190, Citibank (West), FSB, a federal savings bank, having a place of business at One Sansome Street, San Francisco, CA 94105 and Citibank Texas, N.A., a national bank, having a place of business at One Lincoln Park, 8401 North Central Expressway, Dallas, TX 75225 (collectively, the “Bank”), and Primerica Financial Services Home Mortgages, Inc., a Georgia corporation, having its principal office at 3120 Breckinridge Boulevard, Duluth, Georgia 30099 (“PFSHMI”).

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MONITORING AND REPORTING AGREEMENT
Monitoring and Reporting Agreement • March 2nd, 2010 • Primerica, Inc. • Fire, marine & casualty insurance • Ontario

This MONITORING AND REPORTING AGREEMENT, dated as of [DATE] (this “Agreement”) is entered into by and among Primerica Life Insurance Company of Canada, a life insurance company incorporated under the Insurance Companies Act (Canada) (“PLICC”) and Financial Reassurance Company 2010 Ltd, a reinsurance company incorporated in Bermuda and registered as an insurer pursuant to the Insurance Act 1978 of Bermuda (“FRAC”).

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