Monitoring and Reporting Agreement, Primerica Life



 Exhibit 10.43 

PRIVILEGED AND CONFIDENTIAL 

MONITORING AND REPORTING AGREEMENT 

This MONITORING AND REPORTING AGREEMENT, dated as of March 31, 2010 (this “Agreement”) is entered into by and among
Primerica Life Insurance Company of Canada, a life insurance company incorporated under the Insurance Companies Act (Canada) (“PLICC”) and Financial Reassurance Company 2010 Ltd, a reinsurance company incorporated in Bermuda
and registered as an insurer pursuant to the Insurance Act 1978 of Bermuda (“FRAC”). 
 WHEREAS, as of
the date hereof, PLICC and FRAC have entered into certain agreements, including that certain Coinsurance Agreement (the “Coinsurance Agreement”); 

WHEREAS, pursuant to such Coinsurance Agreement, PLICC, as the ceding company, has agreed to cede to FRAC, and FRAC, as the
reinsurer, has agreed to assume from PLICC, certain liabilities relating to the term life insurance policies being reinsured thereunder; 

WHEREAS, the parties hereto recognize that, as an 80% quota share reinsurer, FRAC has a substantial economic stake in the
management and administration of the Reinsured Policies and Covered Liabilities (as such terms are defined in the Coinsurance Agreement); and 

WHEREAS, the parties agree that PLICC should have flexibility with respect to the management, administration and financial
performance of the Reinsured Policies and Covered Liabilities in accordance with the Coinsurance Agreement; 
 WHEREAS,
the parties have nevertheless agreed that FRAC shall have the right to monitor the management, administration and financial performance of the Reinsured Policies in accordance with this Agreement; 

NOW THEREFORE, in consideration of the respective covenants, agreements, representations and warranties of the parties herein
contained in the Coinsurance Agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties), the parties agree as follows: 

ARTICLE I 

MONITOR 

Section 1.1    For so long as Citigroup Inc. or any of its affiliates (“Citigroup”) remains the
ultimate controlling company of FRAC, PLICC shall allow FRAC and any reasonable number of counsel, financial advisors, accountants, actuaries and other representatives of FRAC, reasonable access, upon reasonable advance notice and during normal
business hours to the facilities, documents, information, auditors, actuaries, outside advisors and relevant personnel of PLICC related to the management, administration and financial performance of the Reinsured Policies and Covered Liabilities.
Such individual (or individuals) representing FRAC shall be referred to herein as a “Monitor”. FRAC shall ensure that a Monitor, in performing his or her duties, shall not disrupt the normal operations of PLICC in any material
respect. Notwithstanding the foregoing or any other provision of this Agreement, PLICC shall not be obligated to provide such access to any facilities, documents, information, auditors, actuaries,








 
outside advisors and relevant personnel of PLICC to the extent that doing so would violate applicable law or jeopardize the protection of an attorney-client privilege; provided that, in either
circumstance, the parties will cooperate in good faith to determine a manner in which information can be shared so as to not violate applicable law or jeopardize the protection of an attorney-client privilege, as applicable. 

Section 1.2    All costs and expenses associated with the Monitor or the activities of the Monitor shall be borne by
FRAC; provided, however, FRAC shall only reimburse PLICC for any reasonable out-of-pocket costs that PLICC incurs in providing assistance to the Monitor in connection with this Agreement. 

Section 1.3    Subject to the provisions of Section 2.1, PLICC shall use reasonable best efforts to assist and
cooperate with the Monitor in providing access to the relevant experience data, books, records, documents, information and relevant personnel of PLICC related to the Reinsured Policies and Covered Liabilities. 

ARTICLE II 

ACCESS 

Section 2.1    In no event shall any Monitor have access to any portion of PLICC’s Network; provided, however,
this Section 2.1 shall not be construed in any way whatsoever to (i) supersede the rights of the parties pursuant to the access to books and records provisions contained within Article XII of each of the Coinsurance Agreement or
(ii) limit the Monitor’s access in any way whatsoever to the data in the Network. “Network” shall mean PLICC’s information technology systems (or such systems of a third party operated on behalf of PLICC),
including all data they contain and all computer software and hardware related to the Reinsured Policies and Covered Liabilities. 

Section 2.2    When a Monitor is at PLICC’s facilities, he or she shall comply with all generally applicable
policies, procedures and regulations of PLICC, to the extent that such polices, procedures and regulations have been disclosed to FRAC or such Monitor. 

Section 2.3    When any Monitor enters or is within PLICC’s premises, such Monitor must establish his or her
identity to the satisfaction of security personnel and comply with all security directions given by them, including directions to display any identification cards provided by PLICC. 

ARTICLE III 

FINANCIAL AND MONITORING REPORTS 

Section 3.1    For so long as Citigroup remains the ultimate controlling company of PLICC and FRAC, PLICC will
provide FRAC with an accurate and complete copy of the Monthly Account Balance Report (as defined in the Coinsurance Agreement) no later than the third
(3rd) business day following the last calendar day of
each month, and such other information as may be necessary, in order for each party hereto to record the monthly financial results of the Coinsurance Agreement within the same financial reporting period. 







 Section 3.2    For so long as Citigroup remains the ultimate controlling
company of FRAC, within twenty (20) business days after the end of each calendar month PLICC shall provide FRAC with the reports specified on Schedule A attached hereto (unless otherwise provided pursuant to the terms of the Coinsurance
Agreement with respect to any EOT reports listed in Schedule A), in each case in such format as utilized by PLICC at such time. 

Section 3.3    For so long as Citigroup remains the ultimate controlling company of FRAC, within twenty
(20) business days after the end of each calendar quarter, PLICC shall provide FRAC accurate and complete copies of the following: (i) the Quarterly Lapse Report and (ii) the Quarterly Mortality Report, in each case in such format as
utilized by PLICC at such time. 
 Section 3.4    For so long as Citigroup remains the ultimate controlling
company of FRAC, within twenty (20) business days after the end of each semi-annual period, beginning with June 30, 2010, PLICC shall provide FRAC accurate and complete copies of the following: (i) the Cancellation Service Complaints
Summary Report and (ii) the Complaints Written Report, in each case in such format as utilized by PLICC at such time. 

Section 3.5    For so long as Citigroup remains the ultimate controlling company of FRAC, in addition to the reports
described in Sections 3.1, 3.2 and 3.3 hereto, the parties hereto agree that PLICC shall provide FRAC copies of any other reports that are produced by PLICC or may reasonably be produced by PLICC relating to the Reinsured Policies and/or Covered
Liabilities which FRAC, in its reasonable discretion, determines are reasonably necessary for its review. 
 ARTICLE IV 

 CONFIDENTIALITY 

Section 4.1    In performing its monitoring rights under this Agreement, FRAC will comply (and will cause all
Monitors to comply) with the terms and conditions of Section 21.10 of the Coinsurance Agreement regarding Confidential Information (as defined therein). 

ARTICLE V 

TERMINATION 

Section 5.1    This Agreement shall remain in effect until the earlier to occur of (i) the termination of the
Coinsurance Agreement, or (ii) Citigroup no longer being the ultimate controlling company of FRAC. 
 ARTICLE VI 

 MISCELLANEOUS 

Section 6.1    FRAC shall indemnify and hold PLICC, its affiliates and their directors, officers, employees and
successors (the “PLICC Indemnified Party”) harmless against any damages, costs and out-of-pocket expenses (including reasonable attorneys’ fees) arising from or in connection with (a) FRAC’s or any Monitor’s breach of
its confidentiality obligations 







 
hereunder, (b) FRAC’s or any Monitor’s violation of applicable law in connection with this Agreement, or the information or access provided pursuant to this Agreement, (c) any
negligent or intentional misconduct of FRAC or any Monitor in connection with any monitoring permitted or access provided under this Agreement or (d) injury to or death of any person, or loss of or damage to tangible property, to the extent
caused by the FRAC or any Monitor. 
 Section 6.2    This Agreement shall bind and inure to the benefit of
and be enforceable by the parties hereto and their respective successors and assigns. This Agreement may not be assigned by the parties hereto without the requirement of the consent of the other party, which consent shall not be unreasonably
withheld, delayed or conditioned. 
 Section 6.3    This Agreement shall be governed by and construed in
accordance with the laws of the Province of Ontario and the federal laws of Canada, without regard to the choice of law principles thereof. 

Section 6.4    This Agreement may not be amended without the prior written consent of all parties hereto. This
Agreement may be executed in one or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument. 

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 This MONITORING AND REPORTING AGREEMENT is executed by the parties duly authorized
officers on the dates indicated below with an effective date of March 31, 2010. 
  

					
	FINANCIAL REASSURANCE COMPANY 2010 LTD
		
	By:	 	/s/ Reza Shah
		 	Name:	 	Reza Shah
		 	Title:	 	President
	
	PRIMERICA LIFE INSURANCE COMPANY OF CANADA
		
	By:	 	/s/ John A. Adams
		 	Name:	 	John A. Adams
		 	Title:	 	EVP and CEO