Legacy Plan. Notwithstanding anything in this Plan to the contrary, all Legacy Options assumed by the Company pursuant to [Section 1.5(b)] of the Purchase Agreement shall be governed by the terms and conditions of the Legacy Plan which is attached hereto as Exhibit 1 and incorporated herein by reference; provided that the Legacy Plan shall be amended as follows:

“Retirement Plan” means the P.H. Glatfelter Company Retirement Plan. Benefits determined by reference to the Retirement Plan shall be determined as if the Retirement Plan had not been frozen and terminated, except where specifically provided otherwise. References to the Retirement Plan shall mean the Retirement Plan as in effect immediately before the Freeze Date, without regard to the freezing of benefits as of the Freeze Date, except where specifically provided otherwise. All references to benefits payable under the Retirement Plan shall include Retirement Plan benefits payable from an insurance company after the termination of the Retirement Plan. . Participants in the Retirement Plan belong to one of two groups corresponding to the two programs of benefits under the Retirement Plan. As used herein, a “Cash Balance Retirement Plan Participant” means a Retirement Plan participant whose benefit is determined under the Retirement Plan’s cash balance benefit formula. As used herein, a “Legacy Retirement Plan Participant” means a Retirement Plan participant whose benefit is determined under the traditional or legacy formula described in [Schedule C] of the Retirement Plan.

with respect to the Restoration Pension, the Participant’s compensation for any applicable period as defined for purposes of the Retirement Plan with respect to the participant group (Cash Balance Retirement Plan Participant or Legacy Retirement Plan Participant) of which the Participant is a member, plus, if applicable for any period for a Participant who is a Legacy Retirement Plan Participant, that portion of the Participant’s incentive award under the MIP which he had elected (prior to 2005) to defer in accordance with paragraph 7 of the MIP as it existed prior to January 1, 2005.

Retirement/Termination Account. Retirement/Termination Account means an Account established by the Committee to record the amounts payable to a Participant upon Separation from Service. Unless the Participant has established a Specified Date Account, all Deferrals and Company Contributions shall be allocated to a Retirement/Termination Account on behalf of the Participant.

“Qualifying Retirement” shall mean a voluntary Termination of Service by the Colleague after the Colleague’s attainment of the age of 55 and the Colleague’s completion of 15 years of service with the Company, a Subsidiary or Designated Associate Company thereof or a Legacy Company, provided that the Committee has not determined that a basis exists for the Colleague’s Termination of Service for Cause at the time of such Termination of Service.

“Qualifying Retirement” shall mean a voluntary Termination of Service by the Colleague after the Colleague’s attainment of the age of 55 and the Colleague’s completion of 15 years of service with the Company, a Subsidiary or Designated Associate Company thereof or a Legacy Company, provided that the Committee has not determined that a basis exists for the Colleague’s Termination of Service for Cause at the time of such Termination of Service.

With respect to any Participant who is a Legacy Retirement Plan Participant other than a “1970 Participant” described in [subsection (b)], the Restoration Pension shall be equal to (1), minus (2), minus # below:

Retirement. Any Option that is vested but unexercised as of the date of Participant's Retirement (as defined below) shall remain exercisable at any time prior to the earlier of # the Expiration Date or # the third anniversary of the date of Participant's Retirement. The Option (or any portion thereof) that was not vested at the time of Participant's retirement shall automatically be forfeited and cancelled for no payment upon Participant's Retirement. For purposes of this Agreement, "Retirement" means retirement from active employment with the Company as determined by the Committee or its delegate at or after # age 65 or # age 55 having completed 5 years of Continuous Service Status. Retirement does not apply if Participant is involuntarily terminated for Cause (as defined below) or gross misconduct. If Participant retires and does not meet the definition of Retirement, the Participant will be considered to have resigned. Any disputes as to what constitutes "Retirement" shall be conclusively determined by the Committee or its delegate.

Retirement. If Participant’s employment with the Company or any Affiliate terminates because of Retirement, this Option shall terminate on the expiration date of this Option stated in Section 2(a) above. In such period following the termination of Participant's employment because of Retirement, if this Option was granted at least six months prior to the date of Participant’s Retirement and is scheduled to vest pro rata during a period of at least three years and six months following the Date of Grant, then this Option shall continue to vest pursuant to Section 2(a) as if Participant continued to be employed by the Company. If, however, this Option was not granted at least six months prior to the date of Participant’s Retirement or is scheduled to vest in less than three years and six months following the Date of Grant, then to the extent this Option was not exercisable on the date of Participant’s Retirement, all rights of Participant under this Option shall be forfeited. If Participant does not exercise the Option within the time specified in this Section 2(e), all rights of Participant under this Option shall be forfeited.

Retirement. If the Participant voluntarily terminates employment with Primerica after having attained at least the age of 55 and with the sum of the Participant’s age (in whole years) plus the Participant’s Years of Service (as defined below) equaling 75 or more on the date of such termination (a “Retirement”), the unvested portion of the Restricted Stock Units (if any) will vest as of the date of the Participant’s Retirement. For purposes of this Agreement, the term “Years of Service” shall mean the total number of years the Participant’s period of service to Primerica and any Subsidiary as of the date the Participant terminates employment.