0001193125-10-081671 Sample Contracts

EXCHANGE AND TRANSFER AGREEMENT
Exchange and Transfer Agreement • April 12th, 2010 • Citigroup Inc • National commercial banks • New York

EXCHANGE AND TRANSFER AGREEMENT (this “Agreement”), dated as of March 31, 2010, by and between Citigroup Insurance Holding Corporation, a Georgia corporation (“CIHC”), and Primerica, Inc. (formerly named Puck Holding Company, Inc.), a Delaware corporation (“Primerica”).

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AGREEMENT OF JOINT FILING
Agreement of Joint Filing • April 12th, 2010 • Citigroup Inc • National commercial banks

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree by and among them to the joint filing on behalf of them of a Statement on Schedule 13D and any and all amendments thereto and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together constitute one instrument.

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