Item 1.01 Entry Into a Material Definitive Agreement

On October 3, 2012, Primerica, Inc. (the "Company") entered into an agreement to repurchase 2,087,682 shares of Primerica common stock beneficially owned by Warburg Pincus Private Equity X, L.P. and Warburg Pincus X Partners, L.P. (together, "Warburg Pincus"), at a purchase price of $28.74 per share. The purchase price was determined based on the closing price of Primerica common stock on October 3, 2012. The repurchase transaction is expected to be completed in October 2012. Following the repurchase transaction, Warburg Pincus will own approximately 15.0% of Primerica's outstanding common stock on a primary basis and approximately 20.7% including the warrants to purchase Primerica common stock currently held by Warburg Pincus. A copy of the press release is attached hereto as Exhibit 99.1 and a copy of the share repurchase agreement is attached hereto as Exhibit 99.2.

For information about the Company's other relationships with Warburg Pincus and its affiliates, see the section entitled "Related Party Transactions" included in the Company's Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 30, 2012, which section is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release dated October 4, 2012 - Primerica Announces Repurchase of $60 Million of Shares Held by Warburg Pincus

99.2 Share Repurchase Agreement dated as of October 4, 2012 by and between Warburg Pincus Private Equity X, L.P., Warburg Pincus X Partners, L.P. and Primerica, Inc.

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