0001445305-12-000508 Sample Contracts

OCCUPANCY SERVICES AGREEMENT by and between CITIBANK, N.A. and NATIONAL BENEFIT LIFE INSURANCE COMPANY Dated as of April 7, 2010
Occupancy Services Agreement • February 28th, 2012 • Primerica, Inc. • Life insurance • New York

This OCCUPANCY SERVICES AGREEMENT (this "Agreement"), dated as of April 7, 2010 (the "Effective Date"), by and between CITIBANK, N.A., a Delaware corporation ("Citi"), and NATIONAL BENEFIT LIFE INSURANCE COMPANY, a Delaware corporation ("NBLIC," together with Citi, the "Parties," and each individually a "Party").

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RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • February 28th, 2012 • Primerica, Inc. • Life 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.

SHARE REPURCHASE AGREEMENT
Share Repurchase Agreement • February 28th, 2012 • Primerica, Inc. • Life insurance

THIS SHARE REPURCHASE AGREEMENT (this "Agreement") is made and entered into as of this 1st day of November, 2011, by and between Citigroup Insurance Holding Corporation, a Georgia corporation (the "Seller"), and Primerica, Inc., a Delaware corporation (the "Purchaser").

RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • February 28th, 2012 • Primerica, Inc. • Life 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”), 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.

AMENDMENT No. 1
Occupancy Services Agreement • February 28th, 2012 • Primerica, Inc. • Life insurance • New York

This is Amendment No.1 dated and effective as of October 7,2011,2011 ("First Amendment") to the Occupancy Services Agreement ("Agreement") dated as of April 7, 2010, by and between Citibank, N.A., a Delaware corporation ("Citi") and National Benefit Life Insurance Company, a New York insurance corporation ("NBLIC," together with Citi, the "Parties" and each individually, a "Party").

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