FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • March 29th, 2010 • Primerica, Inc. • Fire, marine & casualty insurance • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of March , 2010 between PRIMERICA, INC., a Delaware corporation (the “Company”), and [name] (“Indemnitee”).
Primerica, Inc. Underwriting AgreementPrimerica, Inc. • July 16th, 2012 • Life insurance • New York
Primerica, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the “Securities”), to be issued under an indenture (the “Base Indenture”) to be dated as of July 16, 2012, between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the first supplemental indenture thereto to be dated as of July 16, 2012, between the Company and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed unde
Primerica, Inc. Underwriting AgreementPrimerica, Inc. • November 19th, 2021 • Life insurance • New York
Primerica, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the “Securities”), to be issued under an indenture (the “Base Indenture”) dated as of July 16, 2012, between the Company and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the second supplemental indenture thereto to be dated as of November 19, 2021, between the Company and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pur
Primerica Inc. 12,000,000 Shares1 Common Stock ($0.01 par value) Underwriting AgreementPrimerica, Inc. • April 15th, 2011 • Life insurance • New York
Citigroup Insurance Holding Corporation, a corporation organized under the laws of the State of Georgia (“CIHC”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as Representative, 12,000,000 shares of common stock, $0.01 par value (“Common Stock”) of Primerica, Inc., a corporation organized under the laws of the State of Delaware (the “Company”) (said shares to be sold by CIHC, collectively, being hereinafter called the “Underwritten Securities”). CIHC also proposes to grant to the Underwriters an option to purchase up to 1,800,000 additional shares of Common Stock to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriters, and t
EMPLOYMENT AGREEMENTEmployment Agreement • September 14th, 2023 • Primerica, Inc. • Life insurance
This Employment Agreement (the “Agreement”) is entered into by and between Primerica, Inc. (the “Company”), and TRACY TAN (the “Executive”) dated as of the 13th day of September 2023.
PRIMERICA, INC. PERFORMANCE STOCK UNIT AWARD AGREEMENTPerformance Stock Unit • February 28th, 2024 • Primerica, Inc. • Life insurance • Delaware
Primerica, Inc. (“Primerica”) hereby grants to [NAME] (the “Participant”) performance-based Stock Units pursuant to the Primerica, Inc. 2020 Omnibus Incentive Plan (the “Plan”), subject to the conditions and restrictions detailed below (the “Performance Stock Units”). Terms applicable to the Performance Stock Units are contained in the Plan and in this Performance Stock Unit Award Agreement (the “Agreement”). Capitalized terms not defined herein shall have the meaning assigned to such terms in the Plan.
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, 2010Coinsurance 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”).
PRIMERICA, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 1st, 2022 • Primerica, Inc. • Life insurance • Delaware
Primerica, Inc. (“Primerica”) hereby grants to [NAME] (the “Participant”) Stock Units pursuant to the Primerica, Inc. 2020 Omnibus Incentive Plan (the “Plan”), subject to the conditions and restrictions detailed below (the “Restricted Stock Units”). Terms applicable to the Restricted Stock Units are contained in the Plan and in this Restricted Stock Unit Award Agreement (the “Agreement”). Capitalized terms not defined herein shall have the meaning assigned to such terms in the Plan.
PRIMERICA, INC. EMPLOYEE RESTRICTED STOCK UNIT AWARD AGREEMENTEmployee Restricted Stock • March 1st, 2022 • Primerica, Inc. • Life insurance • Delaware
Primerica, Inc. (“Primerica”) hereby grants to [NAME] (the “Participant”) Stock Units (the “Restricted Stock Units”) pursuant to the Primerica, Inc. 2020 Omnibus Incentive Plan (the “Plan”), subject to the conditions and restrictions detailed in the Plan and in this Employee Restricted Stock Unit Award Agreement (the “Award Agreement”). Terms applicable to the Restricted Stock Units are contained in the Plan and in this Award Agreement (the “Agreement”). Capitalized terms not defined herein shall have the meaning assigned to such terms in the Plan.
PRIMERICA, INC. EMPLOYEE RESTRICTED STOCK UNIT AWARD AGREEMENTEmployee Restricted Stock Unit • February 28th, 2023 • Primerica, Inc. • Life insurance • Delaware
Primerica, Inc. (“Primerica”) hereby grants to [NAME] (the “Participant”) Stock Units (the “Restricted Stock Units”) pursuant to the Primerica, Inc. 2020 Omnibus Incentive Plan (the “Plan”), subject to the conditions and restrictions detailed in the Plan and in this Employee Restricted Stock Unit Award Agreement (the “Award Agreement”). Terms applicable to the Restricted Stock Units are contained in the Plan and in this Award Agreement (the “Agreement”). Capitalized terms not defined herein shall have the meaning assigned to such terms in the Plan.
INTERCOMPANY AGREEMENT by and between PRIMERICA, INC. (formerly named PUCK HOLDING COMPANY, INC.) and CITIGROUP INC. Dated as of April 7, 2010Intercompany 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”).
PRIMERICA, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 28th, 2024 • Primerica, Inc. • Life insurance • Delaware
Primerica, Inc. (“Primerica”) hereby grants to [NAME] (the “Participant”) Stock Units pursuant to the Primerica, Inc. 2020 Omnibus Incentive Plan (the “Plan”), subject to the conditions and restrictions detailed below (the “Restricted Stock Units”). Terms applicable to the Restricted Stock Units are contained in the Plan and in this Restricted Stock Unit Award Agreement (the “Agreement”). Capitalized terms not defined herein shall have the meaning assigned to such terms in the Plan.
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. PFS INVESTMENTS INC. MUTUAL FUND DEALER AGREEMENTDealer Agreement • February 8th, 2010 • Primerica, Inc. • Fire, marine & casualty insurance • New York
We understand that you are principal underwriter of shares (the “Shares”) of certain mutual funds listed on Schedule A attached hereto (the “Funds”) registered with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended (“1940 Act”). Legg Mason Investor Services, LLC (“LMIS” or “You”) desires that PFS Investments Inc. (“Dealer” or “PFSI”) act as a dealer with respect to the sale of Shares to its customers. In consideration of the mutual covenants stated below, you and Dealer agree as follows:
Primerica, Inc. 8,081,542 Shares Common Stock ($0.01 par value) Underwriting AgreementPrimerica, Inc. • December 15th, 2011 • Life insurance • New York
Citigroup Insurance Holding Corporation, a corporation organized under the laws of the State of Georgia (“CIHC”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as Representative, 8,081,542 shares of common stock, $0.01 par value (“Common Stock”) of Primerica, Inc., a corporation organized under the laws of the State of Delaware (the “Company”) (said shares to be sold by CIHC, collectively, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriters, and the terms Representative and Underwriters shall mean either the singular or plural as the context requires. The use of the neuter in this Agreement shall include the feminine and masculine wherever appropriate. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Pros
AMENDED AND RESTATED EMPLOYMENT AGREEMENTAnd Restated Employment Agreement • February 19th, 2013 • Primerica, Inc. • Life insurance • Delaware
WHEREAS, the Company and the Executive entered into an agreement embodying the terms of such employment dated as of August 19, 2010 (the “2010 Agreement”); and
CAPITAL MAINTENANCE AGREEMENTCapital 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”).
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 TrusteeEconomic 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”).
Primerica, Inc. 2,500,000 Shares Common Stock ($0.01 par value) Underwriting AgreementPrimerica, Inc. • February 15th, 2013 • Life insurance • New York
Warburg Pincus Private Equity X, L.P., a Delaware limited partnership, and Warburg Pincus X Partners, L.P., a Delaware limited partnership, (collectively, “Warburg Pincus”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as Representative, 2,500,000 shares of common stock, $0.01 par value (“Common Stock”) of Primerica, Inc., a corporation organized under the laws of the State of Delaware (the “Company”) (said shares to be sold by Warburg Pincus, collectively, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriters, and the terms Representative and Underwriters shall mean either the singular or plural as the context requires. The use of the neuter in this Agreement shall include the feminine and masculine wherever appropriate. Any reference herein to
LONG-TERM SERVICES AGREEMENT by and between CITILIFE FINANCIAL LIMITED and PRIMERICA LIFE INSURANCE COMPANY Dated as of April 7, 2010Long-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”).
Primerica, Inc. 5.5% Notes due March 31, 2015 Note Agreement Dated April 1, 2010Note 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:
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, 2010Registration 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”).
TRANSITION SERVICES AGREEMENT by and between CITIGROUP INC. and PRIMERICA, INC. Dated as of April 7, 2010Transition 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”).
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 TrusteeTrust 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”).
AMENDMENT TO amended and RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 25th, 2016 • Primerica, Inc. • Life insurance
WHEREAS, the Company and the Executive entered into an Amended and Restated Employment Agreement embodying the terms of such employment dated as of January 2, 2015 (the “2015 Agreement”); and
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 TrusteeExcess 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”).
TAX SEPARATION AGREEMENTTax 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”).
MONITORING AND REPORTING AGREEMENT1Monitoring 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”).
TRANSITION AGREEMENTTransition Agreement • January 5th, 2015 • Primerica, Inc. • Life insurance • Delaware
THIS TRANSITION AGREEMENT (the “Agreement”) by and between Primerica, Inc. (the “Company”), and John A. Addison, Jr. (the “Executive”) is dated as of the 2nd day of January, 2015.
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • October 4th, 2012 • Primerica, Inc. • Life insurance
THIS SHARE REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 3rd day of October, 2012, by and between Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (“Warburg PE”), and Warburg Pincus X Partners, L.P., a Delaware limited partnership (“Warburg Pincus X” and, together with Warburg PE, the “Seller”), and Primerica, Inc., a Delaware corporation (the “Purchaser”).
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. SELLING AGREEMENTSelling Agreement • February 8th, 2010 • Primerica, Inc. • Fire, marine & casualty insurance • New York
This Selling Agreement, dated as of July 1, 2005 (this “Agreement”), is made by and among The Travelers Insurance Company, The Travelers Life and Annuity Company (each, an “Insurance Company” and, collectively, the “Insurance Companies”), Travelers Distribution, LLC (the “Underwriter”), and PFS Investments Inc. (“Distributor”).
COMMON STOCK EXCHANGE AGREEMENTCommon 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”).
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 TrusteeCoinsurance 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”).
AMENDMENT TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 1st, 2021 • Primerica, Inc. • Life insurance
This AMENDMENT TO SHARE PURCHASE AGREEMENT (this “Amendment”) is made and entered into effective as of June 30, 2021 by and among PRIMERICA, INC., a Delaware corporation (“Parent”), PRIMERICA NEWCO, INC., a Delaware corporation and wholly owned subsidiary of Primerica (“Purchaser”), ETELEQUOTE LIMITED, an exempted company limited by shares incorporated and existing under the laws of Bermuda (the “Company”), the shareholders of the Company set forth on Exhibit A (each, a “Selling Shareholder” and, collectively, the “Selling Shareholders”), and FORTIS ADVISORS LLC, a Delaware limited liability company solely in its capacity as the sellers’ representative (the “Sellers’ Representative”), as an amendment to the Share Purchase Agreement made and entered into as of April 18, 2021 by and among Parent, Purchaser, the Company, the Selling Shareholders and the Sellers’ Representative (the “Share Purchase Agreement”). Parent, Purchaser, the Company, the Selling Shareholders and the Sellers’ Repre
AMENDMENT NO. 1Primerica, Inc. • November 5th, 2015 • Life insurance • Massachusetts
This AMENDMENT NO. 1, dated as of October 5, 2015 (this “Amendment”), amending the 10% Coinsurance Agreement, dated as of March 31, 2010 (as the same may be amended, supplemented or otherwise modified from time to time, and at any time, the “Agreement”) between Prime Reinsurance Company, Inc., a special purpose financial insurance company organized under Section 6048f of Title 8 of the Vermont Statutes Annotated (the “Reinsurer”) and Primerica Life Insurance Company, a stock life insurance company domiciled in the Commonwealth of Massachusetts (the “Ceding Company”).
AMENDMENT NO. 1 TO THE 10% COINSURANCE ECONOMIC TRUST AGREEMENTEconomic Trust Agreement • May 5th, 2016 • Primerica, Inc. • Life insurance • Massachusetts
This AMENDMENT NO. 1, dated as of March 31, 2016 (the “Amendment”), to the 10% Coinsurance Economic Trust Agreement, dated March 29, 2010 (the “Agreement”), among Prime Reinsurance Company, a special purpose financial insurance company organized under Section 6048f of Title 8 of the Vermont Statutes Annotated (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 with trust powers organized and existing under the laws of the State of New York (the “Trustee”) (the Grantor, the Beneficiary and the Trustee are hereinafter each sometimes referred to individually as a “Party” and collectively as the “Parties”).
