Primerica Retirement Benefit Equalization Plan For

Exhibit 10.31


PRIMERICA RETIREMENT BENEFIT EQUALIZATION PLAN FOR

CERTAIN EXECUTIVES OF SMITH BARNEY, HARRIS UPHAM & CO. INCORPORATED


I. Purpose of the Plan

The purpose of this Primerica Retirement Benefit Equalization Plan for Certain Executives of Smith Barney, Harris Upham & Co. Incorporated (" the Plan" ) which is sponsored by Smith Barney, Harris Upham & Co. Incorporated (the " Company" ) is to equalize the benefit formula applicable to certain employees participating in the Primerica Retirement Plan (" the Retirement Plan" ) successor to the Primerica Holdings, Inc. Retirement Plan for Salaried Employees whose benefits under the Retirement Plan are or will be limited as a result of the Internal Revenue Code of 1986, as amended (" Code" ) with the benefit formula applicable to other employees. This Plan is effective January 1, 1993 (the " Effective Date" ).


II. Administration of the Plan

The Annuity Board administering the Retirement Plan shall be the Plan Administrator of the Plan. The Annuity Board shall have full authority to determine all questions arising in connection with the Plan, including its interpretation, may adopt procedural rules, and may employ and rely on such legal counsel, such actuaries, such accountants and such agents as it may deem advisable to assist in the administration of the Plan. Decisions of the Annuity Board shall be conclusive and binding on all persons. The Annuity Board which is the Plan Administrator, is responsible for the operation and administration of the Plan. The Plan Administrator has such powers as may be necessary to carry out the provisions of the


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Plan, including the power and discretion to determine all benefits and resolve all questions pertaining to the administration, interpretation and application of Plan provisions.


III. Application of the Plan

The Plan shall apply to any employee of the Company who has been employed for a minimum continuous period of eighteen months by the Company or affiliate immediately before the designation to participate in the Plan and whose participation in the Plan is designated by the Chairman of the Company.


IV. Benefits Payable

The Plan shall pay to each covered Participant of this Plan, or beneficiaries thereunder a benefit equal to the excess of:


(1) the ...