Closing of the offering is expected to occur on February 15, 2013, subject to customary closing conditions. Immediately following completion of the offering, Warburg Pincus will beneficially own approximately 4.4% of Primerica’s outstanding common stock (or approximately 10.9% of Primerica’s outstanding common stock, including shares issuable pursuant to warrants).

All of the shares are being sold by Warburg Pincus, and Warburg Pincus will receive all of the net proceeds from the offering. Citigroup is acting as book-running manager for the offering.

The offering is being made pursuant to Primerica’s existing effective shelf registration statement that was previously filed with the Securities and Exchange Commission (the "SEC"). The offering of these securities is being made only by means of a prospectus and a related prospectus supplement.

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