COINSURANCE AGREEMENT by and between PRIMERICA LIFE INSURANCE COMPANY OF CANADA (the “Ceding Company”) FINANCIAL REASSURANCE COMPANY 2010 LTD (the “Reinsurer”) DATED [ ], 2010Coinsurance Agreement • March 2nd, 2010 • Primerica, Inc. • Fire, marine & casualty insurance • Ontario
This COINSURANCE AGREEMENT (together with the Exhibits hereto, this “Agreement”) is made by and between PRIMERICA LIFE INSURANCE COMPANY OF CANADA, a life insurance company incorporated under the Insurance Companies Act (Canada) (together with its successors and permitted assigns, the “Ceding Company”) having its principal business office located at 2000 Argentia Road, Plaza V, Suite 300, Mississauga, Ontario L5N 2R7 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 (together with its successors and permitted assigns, the “Reinsurer”) having its registered office located at the Emporium Building, 69 Front Street, Hamilton HM 12, Bermuda.
INTERCOMPANY AGREEMENT by and between PRIMERICA, INC. (formerly named PUCK HOLDING COMPANY, INC.) and CITIGROUP INC. Dated as of [ ], 2010Intercompany Agreement • March 2nd, 2010 • Primerica, Inc. • Fire, marine & casualty insurance • New York
INTERCOMPANY AGREEMENT, dated as of [ ], 2010, by and between PRIMERICA, INC. (formerly named Puck Holding Company, Inc.), a Delaware corporation (“Primerica”), and CITIGROUP INC., a Delaware corporation (“Citigroup”).
CAPITAL MAINTENANCE AGREEMENTCapital Maintenance Agreement • March 2nd, 2010 • Primerica, Inc. • Fire, marine & casualty insurance • New York
This CAPITAL MAINTENANCE AGREEMENT (this “Capital Agreement”) dated as of [ ], 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 [ ], 2010 among PRIME REINSURANCE COMPANY, INC. as Grantor, PRIMERICA LIFE INSURANCE COMPANY, INC. as Beneficiary and CITIBANK, N.A. as TrusteeEconomic Trust Agreement • March 2nd, 2010 • Primerica, Inc. • Fire, marine & casualty insurance
This 10% COINSURANCE ECONOMIC TRUST AGREEMENT (together with any and all exhibits, this “Agreement”) dated [ ], 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 Citibank, N.A., a national banking institution organized under the laws of the United States, 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”).
LONG-TERM SERVICES AGREEMENT by and between CITILIFE FINANCIAL LIMITED and PRIMERICA LIFE INSURANCE COMPANY Dated as of [ ], 2010Long-Term Services Agreement • March 2nd, 2010 • Primerica, Inc. • Fire, marine & casualty insurance • New York
This LONG-TERM SERVICES AGREEMENT (this “Agreement”), dated as of [ ], 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”).
FORM OF 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 [—], 2010Registration Rights Agreement • March 2nd, 2010 • Primerica, Inc. • Fire, marine & casualty insurance • New York
REGISTRATION RIGHTS AGREEMENT, dated as of [—], 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 [ ], 2010Transition Services Agreement • March 2nd, 2010 • Primerica, Inc. • Fire, marine & casualty insurance • New York
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of [ ], 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 [ ], 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 • March 2nd, 2010 • Primerica, Inc. • Fire, marine & casualty insurance • New York
This TRUST AGREEMENT (together with any and all exhibits, this “Agreement”) dated [ ], 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”).
10% COINSURANCE EXCESS TRUST AGREEMENT Dated as of [ ], 2010 among PRIME REINSURANCE COMPANY, INC. as Grantor, PRIMERICA LIFE INSURANCE COMPANY as Beneficiary and CITIBANK, N.A. as TrusteeExcess Trust Agreement • March 2nd, 2010 • Primerica, Inc. • Fire, marine & casualty insurance
This 10% COINSURANCE EXCESS TRUST AGREEMENT (together with any and all exhibits, this “Agreement”) dated [ ], 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 Citibank, N.A., a national banking institution organized under the laws of the United States, 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”).
MONITORING AND REPORTING AGREEMENTMonitoring and Reporting Agreement • March 2nd, 2010 • Primerica, Inc. • Fire, marine & casualty insurance • Massachusetts
This MONITORING AND REPORTING AGREEMENT, dated as of [DATE] (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”).
80% COINSURANCE TRUST AGREEMENT Dated as of [ ], 2010 among PRIME REINSURANCE COMPANY, INC. as Grantor, PRIMERICA LIFE INSURANCE COMPANY as Beneficiary and CITIBANK, N.A. as TrusteeCoinsurance Trust Agreement • March 2nd, 2010 • Primerica, Inc. • Fire, marine & casualty insurance
This 80% COINSURANCE TRUST AGREEMENT (together with any and all exhibits, this “Agreement”) dated [ ], 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 Citibank, N.A., a national banking institution organized under the laws of the United States, 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”).
INDEXAgreement • March 2nd, 2010 • Primerica, Inc. • Fire, marine & casualty 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:
MONITORING AND REPORTING AGREEMENTMonitoring and Reporting Agreement • March 2nd, 2010 • Primerica, Inc. • Fire, marine & casualty insurance • New York
This MONITORING AND REPORTING AGREEMENT, dated as of [DATE] (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”).
MARKETING SERVICES AGREEMENTMarketing Services Agreement • March 2nd, 2010 • Primerica, Inc. • Fire, marine & casualty insurance • Delaware
This agreement (the “Agreement”) is made as of June 13, 2006, between Citibank, N.A., a national bank, having a place of business at One Court Square, Long Island City, NY 11120, Citibank, F.S.B., a federal savings bank, having a place of business at 11800 Spectrum Center, Reston, VA 20190, Citibank (West), FSB, a federal savings bank, having a place of business at One Sansome Street, San Francisco, CA 94105 and Citibank Texas, N.A., a national bank, having a place of business at One Lincoln Park, 8401 North Central Expressway, Dallas, TX 75225 (collectively, the “Bank”), and Primerica Financial Services Home Mortgages, Inc., a Georgia corporation, having its principal office at 3120 Breckinridge Boulevard, Duluth, Georgia 30099 (“PFSHMI”).
MONITORING AND REPORTING AGREEMENTMonitoring and Reporting Agreement • March 2nd, 2010 • Primerica, Inc. • Fire, marine & casualty insurance • Ontario
This MONITORING AND REPORTING AGREEMENT, dated as of [DATE] (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”).
