0001564590-16-017940 Sample Contracts

AMENDMENT NO. 1 TO THE 10% COINSURANCE ECONOMIC TRUST AGREEMENT
Economic 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”).

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AMENDMENT NO. 1 TO THE 10% COINSURANCE EXCESS TRUST AGREEMENT
Excess 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 Excess 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”).

AMENDMENT NO. 2 TO THE 80% COINSURANCE TRUST AGREEMENT
Coinsurance Trust Agreement • May 5th, 2016 • Primerica, Inc. • Life insurance • Massachusetts

This AMENDMENT NO. 2, dated as of March 31, 2016 (the “Amendment”), to the 80% Coinsurance Trust Agreement, dated March 29, 2010 (the “Agreement”), among Prime Reinsurance Company, Inc., a special purpose financial insurance company organized under Section 6048f of Title 8 of the Vermont Statutes Annotated (the “Grantor”), Pecan Re Inc., a special purpose financial insurance company organized under Section 6048f of Title 8 of the Vermont Statutes Annotated (the “Replacement 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, the Replacement Grantor and the Trustee are hereinafter each sometimes referred to individually as a “Party” and collectively as the “Parties”).

ASSIGNMENT, TRANSFER AND NOVATION
Assignment, Transfer and Novation Agreement • May 5th, 2016 • Primerica, Inc. • Life insurance • Massachusetts

WHEREAS, Swiss Re Life & Health America Inc., a life insurance company domiciled under the laws of Missouri (“SRLHA”) has formed and owns all of the issued and outstanding capital stock of Pecan Re;

AMENDMENT NO. 2
Primerica, Inc. • May 5th, 2016 • Life insurance • Massachusetts

This AMENDMENT NO. 2, dated as of January 25, 2016 (this “Amendment”), amending the 10% Coinsurance Agreement, dated as of March 31, 2010, as amended by Amendment No. 1 thereto, dated as of October 5, 2015 (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”).

TERMINATION AGREEMENT
Termination Agreement • May 5th, 2016 • Primerica, Inc. • Life insurance • Massachusetts

This TERMINATION AGREEMENT, dated as of March 31, 2016 (this “Termination 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” and together with PLIC, the “Parties” and each a “Party”).

AMENDED AND RESTATED CAPITAL MAINTENANCE AGREEMENT
Capital Maintenance Agreement • May 5th, 2016 • Primerica, Inc. • Life insurance • New York

This AMENDED AND RESTATED Capital Maintenance Agreement (this "Capital Agreement") dated as of March 31, 2016 is made by and between CITIGROUP INC., a Delaware corporation (the "Obligor"), and PRIME REINSURANCE COMPANY, INC., a special purpose financial captive insurance company organized under Section 6048f of Title 8 of the Vermont Statutes Annotated (together with its successors and permitted assigns, the "Prime Re") and hereby amends and restates in its entirety that certain Capital Maintenance Agreement, dated as of March 31, 2010 made by and between the Obligor and Prime Re (the "Original Agreement").

AMENDMENT NO. 3
Primerica, Inc. • May 5th, 2016 • Life insurance • Massachusetts

This AMENDMENT NO. 3, dated as of March 31, 2016 (this “Amendment”), amending the 10% Coinsurance Agreement, dated as of March 31, 2010, as amended by Amendment No. 1 thereto, dated as of October 5, 2015, and Amendment No. 2 thereto, dated as of January 25, 2016 (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 80% COINSURANCE TRUST AGREEMENT
Coinsurance Trust Agreement • May 5th, 2016 • Primerica, Inc. • Life insurance • Massachusetts

This AMENDMENT NO. 1, dated as of March 30, 2016 (the “Amendment”), to the 80% Coinsurance Trust Agreement, dated March 29, 2010 (the “Agreement”), among Prime Reinsurance Company, Inc., 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”).

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