COMPLIANCE WITH LAW. The Plan, the granting and the vesting of Stock Options, the offer, the issuance and the delivery of shares of Common Stock and/or the payment of money under the Plan are subject to compliance with all applicable federal and state laws, regulations and rules (including, without limitation, federal and state securities laws, regulations and rules and federal margin requirements) and to such approval by governmental, listing or regulatory authorities as may be necessary or advisable in connection therewith. Any person acquiring any securities under the Plan shall, if requested by the Company or one of its Subsidiaries, provide such assurances and representations as the Committee may deem necessary or advisable to assure compliance with all applicable legal and accounting requirements.

Compliance with ERISA. Do, and cause each of its ERISA Affiliates to do, each of the following: # maintain each Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state law; # cause each Plan which is qualified under Section 401(a) of the Code to maintain such qualification; and # make all required contributions to any Plan subject to Section 412 of the Code.

Compliance with ERISA. (i) Each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), for which the Company or any member of its “Controlled Group” (defined as any entity, whether or not incorporated, that is under common control with the Company within the meaning of [Section 4001(a)(14)] of ERISA or any entity that would be regarded as a single employer with the Company under [Section 414(b), (c), (m) or (o)])])])] of the Code) would have any liability (each, a “Plan”) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code, except for noncompliance that would not reasonably be expected to result in material liability to the Company; # no prohibited transaction, within the meaning of [Section 406] of ERISA or Section 4975 of the Code, has occurred with respect to any Plan, excluding transactions effected pursuant to a statutory or administrative exemption that would not reasonably be expected to result in material liability to the Company; # for each Plan that is subject to the funding rules of Section 412 of the Code or [Section 302] of ERISA, no Plan has failed (whether or not waived), or is reasonably expected to fail, to satisfy the minimum funding standards (within the meaning of [Section 302] of ERISA or Section 412 of the Code) applicable to such Plan; # to the knowledge of the Company, no Plan is, or is reasonably expected to be, in “at risk status” (within the meaning of [Section 303(i)] of ERISA) and no Plan that is a “multiemployer plan” within the meaning of [Section 4001(a)(3)] of ERISA is in “endangered status” or “critical status” (within the meaning of [Sections 304 and 305]5] of ERISA) # the fair market value of the assets of each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); # no “reportable event” (within the meaning of [Section 4043(c)] of ERISA and the regulations promulgated thereunder) has occurred or, to the knowledge of the Company, is reasonably expected to occur that either has resulted, or would reasonably be expected to result, in material liability to the Company; # each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, and nothing has occurred, whether by action or by failure to act, which would reasonably be expected to cause the loss of such qualification; # neither the Company nor any member of the Controlled Group has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guarantee Corporation, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan” within the meaning of [Section 4001(a)(3)] of ERISA); and # none of the following events has occurred or is reasonably likely to occur: # a material increase in the aggregate amount of contributions required to be made to all Plans by the Company or its Controlled Group affiliates in the current fiscal year of the Company and its Controlled Group affiliates compared to the amount of such contributions made in the Company’s and its Controlled Group affiliates’ most recently completed fiscal year; or # a material increase in the Company and its subsidiaries’ “accumulated post-retirement benefit obligations” (within the meaning of Accounting Standards Codification Topic 715-60) compared to the amount of such obligations in the Company and its subsidiaries’ most recently completed fiscal year, except in each case with respect to the events or conditions set forth in [(i) through (ix) hereof], as would not, individually or in the aggregate, have a Material Adverse Effect.

Compliance with Commitments. Immediately after giving effect to the making of any such Extension of Credit (and the application of the proceeds thereof), # the sum of the aggregate Revolving Credit Outstandings shall not exceed the Revolving Committed Amount then in effect and # the outstanding Swingline Loans shall not exceed the Swingline Committed Amount;

Compliance with FCPA. The U.S. government imposes and enforces prohibitions on the payment or transfer of anything of value to governments, government officials, political parties or political party officials (or relatives or associates of such officials) (“FCPA Covered Person”) for the purpose of illegally influencing them, whether directly or indirectly, to obtain or retain business. This U.S. law is referred to as the Foreign Corrupt Practices Act (“FCPA”), and it can have application to conduct of a U.S. corporation’s foreign subsidiaries, employees, agents and distributors. A summary of the law and related information can be found at http://www.justice.gov/criminal/fraud/fcpa. By signing this Agreement, each Party warrants that:

Compliance with EESA. To the extent that the Participant and the Restricted Stock Units are subject to Section 111 of the Emergency Economic Stabilization Act of 2008, as amended, and any regulations, guidance or interpretations that may from time to time be promulgated thereunder (“EESA”), then any payment of any kind provided for by, or accrued with respect to, the Restricted Stock Units must comply with EESA, and the Agreement and the Plan will be interpreted or reformed to so comply. If requested by Primerica, the Participant will grant to the U.S. Treasury Department (or other body of the U.S. government) and to Primerica a waiver in a form acceptable to the U.S. Treasury Department (or other body) and Primerica releasing the U.S. Treasury Department (or other body) and Primerica from any claims that the Participant may otherwise have as a result of the issuance of any regulations, guidance or interpretations that adversely modify the terms of the Restricted Stock Units that would not otherwise comply with the executive compensation and corporate governance requirements of EESA or any securities purchase agreement or other agreement entered into between Primerica or its affiliates and the U.S. Treasury Department (or other body) pursuant to EESA.

Except as would not result in or be reasonably expected to result in a Material Adverse Effect:

Compliance with Leases. Make all payments and otherwise perform all obligations in respect of all leases of real property to which the Borrower or any of its Restricted Subsidiaries is a party, keep such leases in full force and effect and not allow such leases to lapse or be terminated or any rights to renew such leases to be forfeited or cancelled (except if such failure to maintain such lease in full force and effect or prevent such lapse, termination, forfeiture or cancellation is not in respect of a Qualified Ground Lease of an Unencumbered Asset and could not otherwise reasonably be expected to result in a Material Adverse Effect).

Compliance with Covenants. The Corporation shall have duly complied with and performed all covenants and agreements of the Corporation herein which are required to be complied with and performed at or before such Additional Closing.

Compliance with Commitments. Immediately after giving effect to the making of any such Extension of Credit (and the application of the proceeds thereof) # the sum of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations shall not exceed the Revolving Committed Amount then in effect, # the outstanding LOC Obligations shall not exceed the LOC Committed Amount, and # the outstanding Swingline Loans shall not exceed the Swingline Committed.