FORM OF TAX SEPARATION AGREEMENTTax Separation Agreement • March 17th, 2010 • Primerica, Inc. • Fire, marine & casualty insurance • New York
This agreement, dated as of [ ], 2010 (“Agreement”), is entered into by and between Citigroup Inc., a Delaware corporation (“Citigroup”), and Primerica, Inc. (formerly named Puck Holding Company, Inc.), a Delaware corporation (“Primerica”).
FORM OF COMMON STOCK EXCHANGE AGREEMENTCommon Stock Exchange Agreement • March 17th, 2010 • Primerica, Inc. • Fire, marine & casualty insurance • Delaware
COMMON STOCK EXCHANGE AGREEMENT (the “Agreement”), dated as of April •, 2010, by and among Primerica, Inc., a Delaware corporation (the “Company”), Warburg Pincus LLC, a Delaware limited liability company (“Warburg LLC”), and Warburg Pincus & Co., a Delaware corporation (together with Warburg LLC, “Warburg”).
LOAN BROKERAGE AGREEMENTLoan Brokerage Agreement • March 17th, 2010 • Primerica, Inc. • Fire, marine & casualty insurance • Missouri
This Loan Brokerage Agreement (the “Agreement”) is entered into this day by and among CITICORP TRUST BANK, FSB (referred to herein as “CTB”), CITIMORTGAGE, INC. (referred to herein as “CMI”), having an address at 4000 Regent Blvd., Irving, Texas 75063 and PRIMERICA FINANCIAL SERVICES HOME MORTGAGES, INC., having an address at 3120 Breckinridge Blvd., Duluth, Georgia 30099 (herein referred to as “Broker”).
FORM OF PRIMERICA, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 17th, 2010 • Primerica, Inc. • Fire, marine & casualty insurance • Delaware
Primerica, Inc. (“Primerica”) hereby grants to [NAME] (the “Participant”), the restricted shares (“Restricted Shares”) of Primerica’s common stock, par value $.01 per share (“Common Stock”), pursuant to the Primerica, Inc. 2010 Omnibus Incentive Plan (the “Plan”). The terms, conditions and restrictions applicable to the Restricted Shares are contained in the Plan and in this Restricted Stock Award Agreement (the “Agreement”). Capitalized terms not defined herein shall have the meaning assigned to such terms in the Plan.
FORM OF RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 17th, 2010 • Primerica, Inc. • Fire, marine & casualty insurance • Delaware
Primerica, Inc. (“Primerica”) hereby grants to [John Addison/ Richard Williams] (the “Participant”), the restricted shares (“Restricted Shares”) of Primerica’s common stock (“Common Stock”), $.01 par value, detailed below, pursuant to the Primerica, Inc. 2010 Omnibus Incentive Plan (the “Plan”). The terms, conditions and restrictions applicable to the Restricted Shares are contained in the Plan and in this Restricted Stock Award Agreement (the “Agreement”). Capitalized terms not defined herein shall have the meaning assigned to such terms in the Plan.
FORM OF PRIMERICA, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 17th, 2010 • Primerica, Inc. • Fire, marine & casualty insurance • Delaware
Primerica, Inc. (“Primerica”) hereby grants to [NAME] (the “Participant”) the restricted shares (“Restricted Shares”) of Primerica’s common stock, par value $.01 per share (“Common Stock”), pursuant to the Primerica, Inc. 2010 Omnibus Incentive Plan (the “Plan”). The terms, conditions and restrictions applicable to the Restricted Shares are contained in the Plan and in this Restricted Stock Award Agreement (the “Agreement”). Capitalized terms not defined herein shall have the meaning assigned to such terms in the Plan.
ANTI MONEY LAUNDERING (AML) PROCESSING SERVICE AGREEMENT DATED 13 October, 2006 BETWEEN CITIGROUP FUND SERVICES CANADA, INC. ( the “Service Provider”) AND PRIMERICA LIFE INSURANCE COMPANY OF CANADA (“PLICC”)Anti Money Laundering Processing Service Agreement • March 17th, 2010 • Primerica, Inc. • Fire, marine & casualty insurance • Ontario
WHEREAS PLICC, AGF FUNDS INC. and UNISEN INC. are signatories to a tripartite Common Sense Funds Investment Advisory and Administrative Services Agreement dated 1 June, 2005 with regards to the investment management and administration of the Primerica Common Sense Funds (the “Services Agreement”),
SECURITIES PURCHASE AGREEMENT by and among CITIGROUP INSURANCE HOLDING CORPORATION, PRIMERICA, INC., WARBURG PINCUS PRIVATE EQUITY X, L.P. and WARBURG PINCUS X PARTNERS, L.P. Dated as of February 8, 2010Securities Purchase Agreement • March 17th, 2010 • Primerica, Inc. • Fire, marine & casualty insurance • New York
This SECURITIES PURCHASE AGREEMENT, dated as of February 8, 2010 (this “Agreement”), is by and among Citigroup Insurance Holding Corporation (the “Seller”), a Georgia corporation and indirect wholly owned subsidiary of Citigroup Inc., a Delaware corporation (“Citigroup”), Primerica, Inc. (the “Company”), a Delaware corporation and, as of the date hereof, a wholly owned subsidiary of the Seller, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (“Warburg PE”), and Warburg Pincus X Partners, L.P., a Delaware limited partnership (together with Warburg PE, the “Investor”), and, solely for purposes of Article VII, Citigroup and, solely for purposes of Section 3.6 and Section 4.10, Warburg Pincus LLC and Warburg Pincus & Co.
