PRIMERICA, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

Item 1.01 Entry into a Material Definitive Agreement.

On December 13, 2011, Primerica, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with Citigroup Insurance Holding Corporation (the "Selling Stockholder") and Citigroup Global Markets Inc., as representative of the several underwriters named in Schedule I to the Underwriting Agreement (collectively, the "Underwriters"), relating to an underwritten public offering of 8,081,542 shares (the "Shares") of the Company's common stock, par value $0.01 per share (the "Common Stock"), being offered by the Selling Stockholder. The public offering price is $22.29 per Share. The Company will not receive any proceeds from the sale of the Shares by the Selling Stockholder in the offering.

The Shares are being issued and sold pursuant to the Company's shelf registration statement on Form S-3 (No. 333-173271), which was originally filed with the Securities and Exchange Commission ("SEC") on April 1, 2011 and was amended and was declared effective on April 8, 2011, and the Company's prospectus supplement dated December 13, 2011, as filed with the SEC on December 14, 2011 (the "Prospectus Supplement").

Pursuant to the Underwriting Agreement, the Company, its executive officers and directors have agreed, subject to certain exceptions, not to offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of) any shares of Common Stock (or any securities convertible into, or exercisable or exchangeable for, the Common Stock) for a period of 90 days after December 13, 2011, without the prior written consent of Citigroup Global Markets Inc.

The Company and the Selling Stockholder also have agreed to indemnify the Underwriters against various liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the Underwriters may be required to make in respect of such liabilities. In addition, the Underwriting Agreement contains customary representations, warranties and agreements of the Company and the Selling Stockholder, and customary conditions to closing. The offering is expected to close on December 19, 2011, subject to the satisfaction or waiver of the conditions stated in the Underwriting Agreement.

The foregoing summary of certain provisions of the Underwriting Agreement is qualified in its entirety by reference to the complete Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein.

Citigroup Global Markets Inc. served as representative of the underwriters for the Company's initial public offering of Common Stock in April 2010 and for the Selling Stockholder's public offering of Common Stock in April 2011 and received customary fees, commissions and expense reimbursements therefor. For information about the Company's relationship with the Selling Stockholder and its affiliates, including Citigroup Global Markets Inc., see: (i) the section entitled "Related Party Transactions" included in the Company's Proxy Statement on Schedule 14A, filed with the SEC on March 31, 2011; (ii) Item 1.01 of the Company's Current Report on Form 8-K filed with the SEC on April 15, 2011; and (iii) Item 1.01 of the Company's Current Report on Form 8-K filed with the SEC on November 2, 2011, each of which is incorporated by reference herein.

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Item 8.01 Other Events.

The Prospectus Supplement contains certain supplemental disclosures regarding Primerica's business, including recent legal and regulatory matters, as set forth in the section of the Prospectus Supplement entitled "Certain Recent Legal and Regulatory Matters." The Prospectus Supplement is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits.     1.1    Underwriting Agreement, dated December 13, 2011, by and among Primerica,        Inc., Citigroup Insurance Holding Corporation and Citigroup Global Markets        Inc., as representative of the several Underwriters.  99.1   Prospectus Supplement, dated December 13, 2011.  

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