COMMON STOCK EXCHANGE AGREEMENT
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 ”).
WHEREAS , Primerica, Citigroup Insurance Holding Corporation, a Georgia corporation (“ CIHC
”), Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (“ Warburg PE ”), and Warburg
Pincus X Partners, L.P., a Delaware limited partnership (together with Warburg PE, the “ Original Investor ”),
entered into that certain Securities Purchase Agreement, dated as of February 8, 2010 (the “ Purchase
Agreement ”), pursuant to which CIHC agreed to sell to the Investor shares of common stock, par value $0.01
per share, of the Company (“ Common Stock ”) and a Warrant (as defined in the Purchase Agreement); and
WHEREAS , pursuant to Section 3.6 of the Purchase Agreement, the Company agreed to assist any
member of the WP Group (as defined below) in exchanging any of its shares of Common Stock for shares of
non-voting common stock, par value $0.01 per share, of the Company (“ Non-Voting Stock ”) in accordance
with the terms and subject to the conditions in the Purchase Agreement.
NOW, THEREFORE , in consideration of the premises, and of the representations, warranties,
covenants and agreements set forth herein and other good and valuable consideration, the adequacy of which is
hereby acknowledged, the parties agree as follows:
Section 1.1 Definitions .
As used in this Agreement,
“ Affiliate ” means, with respect to any person, any person directly or indirectly controlling, controlled
by or under common control with, such other person; provided that, with respect to Warburg, Affiliate shall not
include any portfolio company of Warburg unless Warburg has provided confidential info