0001193125-10-122169 Sample Contracts

90% COINSURANCE AGREEMENT by and between NATIONAL BENEFIT LIFE INSURANCE COMPANY (the “Ceding Company”) and AMERICAN HEALTH AND LIFE INSURANCE COMPANY (the “Reinsurer”) Dated March 31, 2010
Coinsurance Agreement • May 17th, 2010 • Primerica, Inc. • Life insurance • New York

This 90% COINSURANCE AGREEMENT (together with the Exhibits hereto, this “Agreement”) is made on this the 31st day of March, 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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80% COINSURANCE TRUST AGREEMENT Dated as of March 29, 2010 among PRIME REINSURANCE COMPANY, INC. as Grantor, PRIMERICA LIFE INSURANCE COMPANY as Beneficiary and THE BANK OF NEW YORK MELLON as Trustee
Coinsurance Trust Agreement • May 17th, 2010 • Primerica, Inc. • Life insurance • Massachusetts

This 80% COINSURANCE TRUST AGREEMENT (together with any and all exhibits, this “Agreement”) dated March 29, 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 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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INTERCOMPANY AGREEMENT by and between PRIMERICA, INC. (formerly named PUCK HOLDING COMPANY, INC.) and CITIGROUP INC. Dated as of April 7, 2010
Intercompany Agreement • May 17th, 2010 • Primerica, Inc. • Life insurance • New York

INTERCOMPANY AGREEMENT, dated as of April 7, 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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CAPITAL MAINTENANCE AGREEMENT
Capital Maintenance Agreement • May 17th, 2010 • Primerica, Inc. • Life insurance • New York

This CAPITAL MAINTENANCE AGREEMENT (this “Capital Agreement”) dated as of March 31, 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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10% COINSURANCE ECONOMIC TRUST AGREEMENT Dated as of March 29, 2010 among PRIME REINSURANCE COMPANY, INC. as Grantor, PRIMERICA LIFE INSURANCE COMPANY, INC. as Beneficiary and THE BANK OF NEW YORK MELLON as Trustee
Economic Trust Agreement • May 17th, 2010 • Primerica, Inc. • Life insurance • Massachusetts

This 10% COINSURANCE ECONOMIC TRUST AGREEMENT (together with any and all exhibits, this “Agreement”) dated March 29, 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 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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LONG-TERM SERVICES AGREEMENT by and between CITILIFE FINANCIAL LIMITED and PRIMERICA LIFE INSURANCE COMPANY Dated as of April 7, 2010
Long-Term Services Agreement • May 17th, 2010 • Primerica, Inc. • Life insurance • New York

This LONG-TERM SERVICES AGREEMENT (this “Agreement”), dated as of April 7, 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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Primerica, Inc. 5.5% Notes due March 31, 2015 Note Agreement Dated April 1, 2010
Note Agreement • May 17th, 2010 • Primerica, Inc. • Life insurance • New York

Primerica, Inc., a Delaware corporation (the “Company”), and each Subsidiary of the Company listed on the signature pages from time to time hereto with respect to Section 18.11 (the “Subsidiary Guarantors”), agrees with Citigroup Insurance Holding Corporation, a Georgia corporation (the “Purchaser””), as follows:

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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 April 7, 2010
Registration Rights Agreement • May 17th, 2010 • Primerica, Inc. • Life insurance • New York

REGISTRATION RIGHTS AGREEMENT, dated as of April 7, 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 April 7, 2010
Transition Services Agreement • May 17th, 2010 • Primerica, Inc. • Life insurance • New York

This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of April 7, 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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TRUST AGREEMENT Dated as of March 29, 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 • May 17th, 2010 • Primerica, Inc. • Life insurance • New York

This TRUST AGREEMENT (together with any and all exhibits, this “Agreement”) dated March 29, 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 March 29, 2010 among PRIME REINSURANCE COMPANY, INC. as Grantor, PRIMERICA LIFE INSURANCE COMPANY as Beneficiary and THE BANK OF NEW YORK MELLON as Trustee
Excess Trust Agreement • May 17th, 2010 • Primerica, Inc. • Life insurance • Massachusetts

This 10% COINSURANCE EXCESS TRUST AGREEMENT (together with any and all exhibits, this “Agreement”) dated March 29, 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 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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TAX SEPARATION AGREEMENT
Tax Separation Agreement • May 17th, 2010 • Primerica, Inc. • Life insurance • New York

This agreement, dated as of March 30, 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”).

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MONITORING AND REPORTING AGREEMENT1
Monitoring and Reporting Agreement • May 17th, 2010 • Primerica, Inc. • Life insurance • Massachusetts

This MONITORING AND REPORTING AGREEMENT, dated as of March 31, 2010 (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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COMMON STOCK EXCHANGE AGREEMENT
Common Stock Exchange Agreement • May 17th, 2010 • Primerica, Inc. • Life insurance • Delaware

COMMON STOCK EXCHANGE AGREEMENT (the “Agreement”), dated as of April 15, 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”).

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MONITORING AND REPORTING AGREEMENT
Monitoring and Reporting Agreement • May 17th, 2010 • Primerica, Inc. • Life insurance • Ontario

This MONITORING AND REPORTING AGREEMENT, dated as of March 31, 2010 (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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MONITORING AND REPORTING AGREEMENT
Monitoring and Reporting Agreement • May 17th, 2010 • Primerica, Inc. • Life insurance • New York

This MONITORING AND REPORTING AGREEMENT, dated as of March 31, 2010 (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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INDEX
Agreement • May 17th, 2010 • Primerica, Inc. • Life 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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Note
Primerica, Inc. • May 17th, 2010 • Life insurance • New York

THIS NOTE HAS BEEN ACQUIRED WITHOUT A VIEW TO DISTRIBUTION AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (AS AMENDED, THE “ACT”), OR UNDER STATE SECURITIES LAWS. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THIS NOTE MAY BE MADE UNLESS (A) REGISTERED OR EXEMPT FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS AND (B) THE CONDITIONS CONTAINED IN THE NOTE AGREEMENT REFERRED TO BELOW ARE SATISFIED.

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