As filed with the Securities and Exchange Commission on January , 1994
SECURITIES AND EXCHANGE COMMISSION Registration No. 33-
WASHINGTON, D.C. 20549
_____________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________________
THE TRAVELERS INC.
(formerly, PRIMERICA CORPORATION)
(Exact name of registrant as specified in its charter)
DELAWARE 52-1568099
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
65 EAST 55TH STREET
NEW YORK, NEW YORK 10022
(Address of Principal Executive Offices) (Zip Code)
THE TRAVELERS INC.
STOCK OPTION PLAN
(Full title of the plan)
CHARLES O. PRINCE, III, ESQ.
THE TRAVELERS INC.
65 EAST 55TH STREET
NEW YORK, NEW YORK 10022
(Name and address of agent for service)
(212) 891-8900
(Telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE> <CAPTION>
- ------------------------------------------------------------------------------------------------------
Title of Proposed maximum Proposed maximum Amount of
Securities Amount to be offering price aggregate offering registration
to be registered registered per share price fee
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------
Common Stock, $.01
par value per share 23,000,000 (1) $39.25 (2) $902,750,000 (2) $311,293.10 (2)
- ------------------------------------------------------------------------------------------------------
(1) Additional shares of common stock, par value $.01 per share, of The
Travelers Inc. (the "Common Stock") authorized for issuance or sale
under The Travelers Inc. Stock Option Plan were the subject of
Registration Statements on Form S-8, Registration No. 33-29711 and No.
33-47437, previously filed by The Travelers Inc. (formerly, Primerica
Corporation). This Registration Statement registers an additional
23,000,000 shares for issuance or sale under that plan. This
Registration Statement also covers such additional number of shares as
may be issuable or saleable by reason of the operation of the anti-
dilution provisions of The Travelers Inc. Stock Option Plan that are
covered by this Registration Statement.
(2) The registration fee for the securities registered hereby has been
calculated pursuant to Rule 457(h) under the Securities Act and is based
upon the average of the high and low sale price of the Common Stock, par
value $.01 per share, of The Travelers Inc. as reported on the New York
Stock Exchange on January 24, 1994.
-----------------------------------------------------------------------------
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus that
constitutes a part of this Registration Statement will also be used in
connection with the Registration Statements on Form S-8, No. 33-29711 and
No. 33-47437, previously filed by the Registrant.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by
reference in this Registration Statement:
(a) The latest annual report filed by The Travelers
Inc. (formerly Primerica Corporation, the "Registrant") pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") or the Registrant's latest prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933 that
contains, either directly or by incorporation by reference,
audited financial statements for the Registrant's latest fiscal
year for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year
covered by the annual report or the prospectus referred to in (a)
above.
(c) The description of the Registrant's Common Stock
contained in the Registrant's registration statement filed under
the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or
which registers all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to Section 145 of the General Corporation Law
of the State of Delaware (the "DGCL"), a corporation may
indemnify a director or officer against certain expenses,
judgments, fines, and amounts paid in settlement incurred by him
in connection with the defense of a civil, criminal,
administrative or investigative proceeding to which he has been
made, or threatened to be made, a party by reason of the fact
that he was a director or officer. In general, Section 145
permits indemnification where a director or officer acted in good
faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation. In some
cases, indemnification may be made only with court approval.
Section 3 of Article V of the Registrant's By-laws provides that
the Registrant shall indemnify its directors and officers to the
fullest extent permitted by the DGCL.
-2-
<PAGE>
Section 102(b)(7) of the DGCL provides that a
corporation's certificate of incorporation may contain a
provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary
damages for breaches of fiduciary duty as a director, provided
that such provision shall not eliminate or limit the liability of
a director (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174
of the DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit. Article Eleventh of the
Registrant's Certificate of Incorporation limits the liability of
directors to the fullest extent permitted by Section 102(b)(7).
The Registrant also provides liability insurance for
its directors and officers, which insurance provides for coverage
against loss from claims made against directors and officers in
their capacity as such, including certain liabilities under the
Securities Act of 1933, as amended. In certain employment
agreements, the Registrant or its subsidiaries have also agreed
to indemnify certain officers against loss from claims made
against such officers in connection with the performance of their
duties under their employment agreements. Such indemnification
is generally to the same extent as provided in the Registrant's
By-laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index attached hereto.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information
with respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
-3-
<PAGE>
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof; and
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
-4-
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933,
The Travelers Inc. certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, State of New York, this 26th day of
January, 1994.
THE TRAVELERS INC.
Registrant
By:/s/Sanford I. Weill
-------------------------------------
Sanford I. Weill, Chairman of the
Board and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities indicated on this 26th day of
January, 1994.
SIGNATURE CAPACITY
--------- --------
Chairman of the Board and Chief
Executive Officer (Principal
/s/Sanford I. Weill Executive Officer) and Director
---------------------
Sanford I. Weill
President, Chief Operating Officer and
Chief Financial Officer (Principal Financial
/s/James Dimon Officer) and Director
----------------------
James Dimon
Senior Vice President and Chief
Accounting Officer (Principal
/s/Irwin R. Ettinger Accounting Officer)
-----------------------
Irwin R. Ettinger
Director
-------------------------
C. Michael Armstrong
* Director
-------------------------
Kenneth J. Bialkin
-5-
<PAGE>
SIGNATURE CAPACITY
--------- --------
Director
-------------------------
Richard H. Booth
* Director
-------------------------
Edward H. Budd
* Director
-------------------------
Joseph A. Califano, Jr.
Director
-------------------------
Robert W. Crispin
* Director
------------------------
Douglas D. Danforth
Director
------------------------
Robert F. Daniell
* Director
------------------------
Leslie B. Disharoon
* Director
------------------------
Gerald R. Ford
* Director
------------------------
Robert F. Greenhill
* Director
------------------------
Ann D. Jordan
* Director
------------------------
Robert I. Lipp
-6-
<PAGE>
SIGNATURE CAPACITY
--------- --------
* Director
- -------------------------
Dudley C. Mecum
* Director
- -------------------------
Andrall E. Pearson
* Director
------------------------
Frank J. Tasco
Director
------------------------
Linda J. Wachner
* Director
------------------------
Joseph R. Wright, Jr.
* Director
------------------------
Arthur Zankel
* Director
------------------------
Frank G. Zarb
* By:/s/James Dimon
------------------
James Dimon
Attorney-in-fact under the
Powers of Attorney filed
as Exhibit 24 hereto.
-7-
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Description of Document
------ -----------------------
5 Opinion of Mark J. Amrhein.
23.1 Consent of KPMG Peat Marwick.
23.2 Consent of Coopers & Lybrand.
23.3 Consent of Ernst & Young.
23.4 Consent of Mark J. Amrhein (contained in the opinion
filed as Exhibit 5).
24 Powers of Attorney of certain directors of the
registrant.
28.1 Information from Reports Furnished to State Insurance
Regulatory Authorities. Schedule P to the Consolidated
Annual Statement of Gulf Insurance Company and its
affiliated fire and casualty insurers, incorporated by
reference to Exhibit 29.01 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December
31, 1992 (File No. 1-9924). The information included
in Schedule P of Annual Statements of The Travelers
Corporation or its affiliates is omitted. The
Travelers Corporation was previously a registrant under
the Securities Exchange Act of 1934, and filed such
information with the Securities and Exchange Commission
in its own right. On December 31, 1993, The Travelers
Corporation merged into the Registrant. The
information included in Schedule P of Annual Statements
of the Registrant's unconsolidated subsidiaries is
omitted in accordance with paragraph 28, clause (iv) of
Item 601 of Regulation S-K.
-8-
EXHIBIT 5
January 26, 1994
The Travelers Inc.
65 East 55th Street
New York, NY 10022
Ladies and Gentlemen:
I am Deputy General Counsel to The Travelers Inc., a Delaware
corporation (the "Company"). I have acted as counsel to the
Company in connection with the preparation and filing of a
Registration Statement on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, for the
registration of an additional 23,000,000 shares of Common Stock,
$.01 par value (the "Shares"), of the Company relating to The
Travelers Inc. Stock Option Plan (the "Plan").
In connection with the foregoing, I have examined the minute
books and stock records of the Company, the Certificate of
Incorporation and By-Laws of the Company, the Registration
Statement, and resolutions duly adopted by the Board of Directors
of the Company relating to the Plan. In addition, I have
reviewed such other documents and instruments and have conferred
with various officers and directors of the Company and have
ascertained or verified to my satisfaction such additional facts
as I have deemed necessary or appropriate for the purposes of
this opinion. In my examination I have assumed the legal
capacity of all natural persons, the genuineness of all
signatures, the authenticity of all documents submitted to me as
originals, the conformity to original documents of all documents
submitted to me as certified, photostatic or facsimile copies and
authenticity of the originals of such latter documents.
Based upon the foregoing I am of the opinion that the Shares
to be issued under the Plan have been duly authorized and, when
issued and delivered in accordance with the terms of the Plan,
will be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. In giving this consent, I do not
thereby admit that I come within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder.
This opinion is solely for your benefit in connection with the
Company's offer and sale of the Shares, and is not to be used,
circulated, quoted or otherwise referred to for any purpose
without my express written permission.
Very truly yours,
Mark J. Amrhein
Deputy General Counsel
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
The Travelers Inc.:
We consent to the use of our reports on the consolidated
financial statements and schedules dated January 18, 1993, except
as to Note 21, which is as of March 12, 1993, that are
incorporated by reference or appear in the 1992 Annual Report on
Form 10-K of Primerica Corporation (now known as The Travelers
Inc.), incorporated herein by reference. Our report on the
December 31, 1992 consolidated financial statements refers to a
change in accounting for income taxes.
/s/ KPMG Peat Marwick
New York, New York
January 26, 1994
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
The Board of Directors of
The Travelers Inc. (formerly Primerica Corporation):
We consent to the incorporation by reference in the Registration
Statements on Form S-8 of The Travelers Inc. (formerly Primerica
Corporation) (to be filed on or about January 26, 1994), of our
report dated February 9, 1993, relating to our audit of the
consolidated balance sheets of The Travelers Corporation and
Subsidiaries as of December 31, 1992 and 1991, and the related
consolidated statements of operations and retained earnings and
cash flows for each of the three years in the period ended
December 31, 1992, which report is included in the Annual Report
on Form 10-K for the fiscal year ended December 31, 1992 of
Primerica Corporation and includes an explanatory paragraph
referring to changes in the method of accounting for
postretirement benefits other than pensions, accounting for
income taxes and accounting for foreclosed assets in 1992.
/s/Coopers & Lybrand
Hartford, Connecticut
January 25, 1994
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 of The Travelers Inc. (formerly Primerica
Corporation) in connection with The Travelers Inc. Stock Option
Plan for the registration of twenty-three million shares of
Common Stock ($.01 par value) of our report dated April 26, 1993,
with respect to the combined statement of assets acquired and
liabilities assumed of the Shearson Lehman Brothers and SLB Asset
Management Divisions ("SLBD") of Lehman Brothers Holdings Inc.
(formerly Shearson Lehman Brother Holdings Inc.) as of December
31, 1992 and 1991, the related combined statement of operations
of SLBD for the years then ended and the combined statement of
cash provided by net income, as adjusted for non cash expenses
and changes in assets acquired and liabilities assumed, exclusive
of investing and financing activities for the year ended December
31, 1992 included in Primerica Corporation's Current Report on
Form 8-K dated April 28, 1993 filed with the Securities and
Exchange Commission.
/s/Ernst & Young
New York, New York
January 26, 1994
EXHIBIT 24
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director of PRIMERICA CORPORATION, a Delaware corporation (the
"Company"), does hereby constitute and appoint Sanford I. Weill,
James Dimon and Charles O. Prince, III, and each of them, the
true and lawful attorneys-in-fact and agents of the undersigned,
to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said
attorneys-in-fact and agents, or any of them, may deem advisable
or necessary to enable the Company to comply with the Securities
Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under said Act of
shares of the Company's Common Stock, par value $0.01 per share
(the "Common Stock"), to be offered by the Company in connection
with the Primerica Corporation Stock Option Plan (the "Plan"),
including specifically, but without limiting the generality of
the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement
on Form S-8 in respect of the registration of such shares of
Common Stock and any and all amendments thereto, including post-
effective amendments, and any instruments, contracts, documents
or other writings of which the originals or copies thereof are to
be filed as a part of, or in connection with, said Registration
Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect
any and all applications and other instruments in the name and on
behalf of the undersigned which said attorneys-in-fact and
agents, or any of them, deem advisable in order to qualify or
register the Common Stock under the securities laws of any of the
several States; and the undersigned does hereby ratify all that
said attorneys-in-fact or agents, or any of them, shall do or
cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these
presents this 30th day of December, 1993.
/s/ Kenneth J. Bialkin
-----------------------------------
Kenneth J. Bialkin
<PAGE>
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director of PRIMERICA CORPORATION, a Delaware corporation (the
"Company"), does hereby constitute and appoint Sanford I. Weill,
James Dimon and Charles O. Prince, III, and each of them, the
true and lawful attorneys-in-fact and agents of the undersigned,
to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said
attorneys-in-fact and agents, or any of them, may deem advisable
or necessary to enable the Company to comply with the Securities
Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under said Act of
shares of the Company's Common Stock, par value $0.01 per share
(the "Common Stock"), to be offered by the Company in connection
with the Primerica Corporation Stock Option Plan (the "Plan"),
including specifically, but without limiting the generality of
the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement
on Form S-8 in respect of the registration of such shares of
Common Stock and any and all amendments thereto, including post-
effective amendments, and any instruments, contracts, documents
or other writings of which the originals or copies thereof are to
be filed as a part of, or in connection with, said Registration
Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect
any and all applications and other instruments in the name and on
behalf of the undersigned which said attorneys-in-fact and
agents, or any of them, deem advisable in order to qualify or
register the Common Stock under the securities laws of any of the
several States; and the undersigned does hereby ratify all that
said attorneys-in-fact or agents, or any of them, shall do or
cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these
presents this 30th day of December, 1993.
/s/ Edward H. Budd
-----------------------------------
Edward H. Budd
<PAGE>
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director of PRIMERICA CORPORATION, a Delaware corporation (the
"Company"), does hereby constitute and appoint Sanford I. Weill,
James Dimon and Charles O. Prince, III, and each of them, the
true and lawful attorneys-in-fact and agents of the undersigned,
to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said
attorneys-in-fact and agents, or any of them, may deem advisable
or necessary to enable the Company to comply with the Securities
Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under said Act of
shares of the Company's Common Stock, par value $0.01 per share
(the "Common Stock"), to be offered by the Company in connection
with the Primerica Corporation Stock Option Plan (the "Plan"),
including specifically, but without limiting the generality of
the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement
on Form S-8 in respect of the registration of such shares of
Common Stock and any and all amendments thereto, including post-
effective amendments, and any instruments, contracts, documents
or other writings of which the originals or copies thereof are to
be filed as a part of, or in connection with, said Registration
Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect
any and all applications and other instruments in the name and on
behalf of the undersigned which said attorneys-in-fact and
agents, or any of them, deem advisable in order to qualify or
register the Common Stock under the securities laws of any of the
several States; and the undersigned does hereby ratify all that
said attorneys-in-fact or agents, or any of them, shall do or
cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these
presents this 30th day of December, 1993.
/s/ Joseph A. Califano, Jr.
-----------------------------------
Joseph A. Califano, Jr.
<PAGE>
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director of PRIMERICA CORPORATION, a Delaware corporation (the
"Company"), does hereby constitute and appoint Sanford I. Weill,
James Dimon and Charles O. Prince, III, and each of them, the
true and lawful attorneys-in-fact and agents of the undersigned,
to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said
attorneys-in-fact and agents, or any of them, may deem advisable
or necessary to enable the Company to comply with the Securities
Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under said Act of
shares of the Company's Common Stock, par value $0.01 per share
(the "Common Stock"), to be offered by the Company in connection
with the Primerica Corporation Stock Option Plan (the "Plan"),
including specifically, but without limiting the generality of
the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement
on Form S-8 in respect of the registration of such shares of
Common Stock and any and all amendments thereto, including post-
effective amendments, and any instruments, contracts, documents
or other writings of which the originals or copies thereof are to
be filed as a part of, or in connection with, said Registration
Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect
any and all applications and other instruments in the name and on
behalf of the undersigned which said attorneys-in-fact and
agents, or any of them, deem advisable in order to qualify or
register the Common Stock under the securities laws of any of the
several States; and the undersigned does hereby ratify all that
said attorneys-in-fact or agents, or any of them, shall do or
cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these
presents this 27th day of October, 1993.
/s/ Douglas D. Danforth
-----------------------------------
Douglas D. Danforth
<PAGE>
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director of PRIMERICA CORPORATION, a Delaware corporation (the
"Company"), does hereby constitute and appoint Sanford I. Weill,
James Dimon and Charles O. Prince, III, and each of them, the
true and lawful attorneys-in-fact and agents of the undersigned,
to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said
attorneys-in-fact and agents, or any of them, may deem advisable
or necessary to enable the Company to comply with the Securities
Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under said Act of
shares of the Company's Common Stock, par value $0.01 per share
(the "Common Stock"), to be offered by the Company in connection
with the Primerica Corporation Stock Option Plan (the "Plan"),
including specifically, but without limiting the generality of
the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement
on Form S-8 in respect of the registration of such shares of
Common Stock and any and all amendments thereto, including post-
effective amendments, and any instruments, contracts, documents
or other writings of which the originals or copies thereof are to
be filed as a part of, or in connection with, said Registration
Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect
any and all applications and other instruments in the name and on
behalf of the undersigned which said attorneys-in-fact and
agents, or any of them, deem advisable in order to qualify or
register the Common Stock under the securities laws of any of the
several States; and the undersigned does hereby ratify all that
said attorneys-in-fact or agents, or any of them, shall do or
cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these
presents this 27th day of October, 1993.
/s/ Leslie B. Disharoon
-----------------------------------
Leslie B. Disharoon
<PAGE>
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director of PRIMERICA CORPORATION, a Delaware corporation (the
"Company"), does hereby constitute and appoint Sanford I. Weill,
James Dimon and Charles O. Prince, III, and each of them, the
true and lawful attorneys-in-fact and agents of the undersigned,
to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said
attorneys-in-fact and agents, or any of them, may deem advisable
or necessary to enable the Company to comply with the Securities
Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under said Act of
shares of the Company's Common Stock, par value $0.01 per share
(the "Common Stock"), to be offered by the Company in connection
with the Primerica Corporation Stock Option Plan (the "Plan"),
including specifically, but without limiting the generality of
the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement
on Form S-8 in respect of the registration of such shares of
Common Stock and any and all amendments thereto, including post-
effective amendments, and any instruments, contracts, documents
or other writings of which the originals or copies thereof are to
be filed as a part of, or in connection with, said Registration
Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect
any and all applications and other instruments in the name and on
behalf of the undersigned which said attorneys-in-fact and
agents, or any of them, deem advisable in order to qualify or
register the Common Stock under the securities laws of any of the
several States; and the undersigned does hereby ratify all that
said attorneys-in-fact or agents, or any of them, shall do or
cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these
presents this 27th day of October, 1993.
/s/ Gerald R. Ford
-----------------------------------
Gerald R. Ford
<PAGE>
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director of PRIMERICA CORPORATION, a Delaware corporation (the
"Company"), does hereby constitute and appoint Sanford I. Weill,
James Dimon and Charles O. Prince, III, and each of them, the
true and lawful attorneys-in-fact and agents of the undersigned,
to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said
attorneys-in-fact and agents, or any of them, may deem advisable
or necessary to enable the Company to comply with the Securities
Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under said Act of
shares of the Company's Common Stock, par value $0.01 per share
(the "Common Stock"), to be offered by the Company in connection
with the Primerica Corporation Stock Option Plan (the "Plan"),
including specifically, but without limiting the generality of
the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement
on Form S-8 in respect of the registration of such shares of
Common Stock and any and all amendments thereto, including post-
effective amendments, and any instruments, contracts, documents
or other writings of which the originals or copies thereof are to
be filed as a part of, or in connection with, said Registration
Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect
any and all applications and other instruments in the name and on
behalf of the undersigned which said attorneys-in-fact and
agents, or any of them, deem advisable in order to qualify or
register the Common Stock under the securities laws of any of the
several States; and the undersigned does hereby ratify all that
said attorneys-in-fact or agents, or any of them, shall do or
cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these
presents this 30th day of December, 1993.
/s/ Robert F. Greenhill
-----------------------------------
Robert F. Greenhill
<PAGE>
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director of PRIMERICA CORPORATION, a Delaware corporation (the
"Company"), does hereby constitute and appoint Sanford I. Weill,
James Dimon and Charles O. Prince, III, and each of them, the
true and lawful attorneys-in-fact and agents of the undersigned,
to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said
attorneys-in-fact and agents, or any of them, may deem advisable
or necessary to enable the Company to comply with the Securities
Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under said Act of
shares of the Company's Common Stock, par value $0.01 per share
(the "Common Stock"), to be offered by the Company in connection
with the Primerica Corporation Stock Option Plan (the "Plan"),
including specifically, but without limiting the generality of
the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement
on Form S-8 in respect of the registration of such shares of
Common Stock and any and all amendments thereto, including post-
effective amendments, and any instruments, contracts, documents
or other writings of which the originals or copies thereof are to
be filed as a part of, or in connection with, said Registration
Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect
any and all applications and other instruments in the name and on
behalf of the undersigned which said attorneys-in-fact and
agents, or any of them, deem advisable in order to qualify or
register the Common Stock under the securities laws of any of the
several States; and the undersigned does hereby ratify all that
said attorneys-in-fact or agents, or any of them, shall do or
cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these
presents this 27th day of October, 1993.
/s/ Ann D. Jordan
-----------------------------------
Ann D. Jordan
<PAGE>
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director of PRIMERICA CORPORATION, a Delaware corporation (the
"Company"), does hereby constitute and appoint Sanford I. Weill,
James Dimon and Charles O. Prince, III, and each of them, the
true and lawful attorneys-in-fact and agents of the undersigned,
to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said
attorneys-in-fact and agents, or any of them, may deem advisable
or necessary to enable the Company to comply with the Securities
Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under said Act of
shares of the Company's Common Stock, par value $0.01 per share
(the "Common Stock"), to be offered by the Company in connection
with the Primerica Corporation Stock Option Plan (the "Plan"),
including specifically, but without limiting the generality of
the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement
on Form S-8 in respect of the registration of such shares of
Common Stock and any and all amendments thereto, including post-
effective amendments, and any instruments, contracts, documents
or other writings of which the originals or copies thereof are to
be filed as a part of, or in connection with, said Registration
Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect
any and all applications and other instruments in the name and on
behalf of the undersigned which said attorneys-in-fact and
agents, or any of them, deem advisable in order to qualify or
register the Common Stock under the securities laws of any of the
several States; and the undersigned does hereby ratify all that
said attorneys-in-fact or agents, or any of them, shall do or
cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these
presents this 30th day of December, 1993.
/s/ Robert I. Lipp
-----------------------------------
Robert I. Lipp
<PAGE>
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director of PRIMERICA CORPORATION, a Delaware corporation (the
"Company"), does hereby constitute and appoint Sanford I. Weill,
James Dimon and Charles O. Prince, III, and each of them, the
true and lawful attorneys-in-fact and agents of the undersigned,
to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said
attorneys-in-fact and agents, or any of them, may deem advisable
or necessary to enable the Company to comply with the Securities
Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under said Act of
shares of the Company's Common Stock, par value $0.01 per share
(the "Common Stock"), to be offered by the Company in connection
with the Primerica Corporation Stock Option Plan (the "Plan"),
including specifically, but without limiting the generality of
the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement
on Form S-8 in respect of the registration of such shares of
Common Stock and any and all amendments thereto, including post-
effective amendments, and any instruments, contracts, documents
or other writings of which the originals or copies thereof are to
be filed as a part of, or in connection with, said Registration
Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect
any and all applications and other instruments in the name and on
behalf of the undersigned which said attorneys-in-fact and
agents, or any of them, deem advisable in order to qualify or
register the Common Stock under the securities laws of any of the
several States; and the undersigned does hereby ratify all that
said attorneys-in-fact or agents, or any of them, shall do or
cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these
presents this 27th day of October, 1993.
/s/ Dudley C. Mecum
-----------------------------------
Dudley C. Mecum
<PAGE>
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director of PRIMERICA CORPORATION, a Delaware corporation (the
"Company"), does hereby constitute and appoint Sanford I. Weill,
James Dimon and Charles O. Prince, III, and each of them, the
true and lawful attorneys-in-fact and agents of the undersigned,
to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said
attorneys-in-fact and agents, or any of them, may deem advisable
or necessary to enable the Company to comply with the Securities
Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under said Act of
shares of the Company's Common Stock, par value $0.01 per share
(the "Common Stock"), to be offered by the Company in connection
with the Primerica Corporation Stock Option Plan (the "Plan"),
including specifically, but without limiting the generality of
the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement
on Form S-8 in respect of the registration of such shares of
Common Stock and any and all amendments thereto, including post-
effective amendments, and any instruments, contracts, documents
or other writings of which the originals or copies thereof are to
be filed as a part of, or in connection with, said Registration
Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect
any and all applications and other instruments in the name and on
behalf of the undersigned which said attorneys-in-fact and
agents, or any of them, deem advisable in order to qualify or
register the Common Stock under the securities laws of any of the
several States; and the undersigned does hereby ratify all that
said attorneys-in-fact or agents, or any of them, shall do or
cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these
presents this 30th day of December, 1993.
/s/ Andrall E. Pearson
-----------------------------------
Andrall E. Pearson
<PAGE>
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director of PRIMERICA CORPORATION, a Delaware corporation (the
"Company"), does hereby constitute and appoint Sanford I. Weill,
James Dimon and Charles O. Prince, III, and each of them, the
true and lawful attorneys-in-fact and agents of the undersigned,
to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said
attorneys-in-fact and agents, or any of them, may deem advisable
or necessary to enable the Company to comply with the Securities
Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under said Act of
shares of the Company's Common Stock, par value $0.01 per share
(the "Common Stock"), to be offered by the Company in connection
with the Primerica Corporation Stock Option Plan (the "Plan"),
including specifically, but without limiting the generality of
the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement
on Form S-8 in respect of the registration of such shares of
Common Stock and any and all amendments thereto, including post-
effective amendments, and any instruments, contracts, documents
or other writings of which the originals or copies thereof are to
be filed as a part of, or in connection with, said Registration
Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect
any and all applications and other instruments in the name and on
behalf of the undersigned which said attorneys-in-fact and
agents, or any of them, deem advisable in order to qualify or
register the Common Stock under the securities laws of any of the
several States; and the undersigned does hereby ratify all that
said attorneys-in-fact or agents, or any of them, shall do or
cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these
presents this 27th day of October, 1993.
/s/ Frank J. Tasco
-----------------------------------
Frank J. Tasco
<PAGE>
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director of PRIMERICA CORPORATION, a Delaware corporation (the
"Company"), does hereby constitute and appoint Sanford I. Weill,
James Dimon and Charles O. Prince, III, and each of them, the
true and lawful attorneys-in-fact and agents of the undersigned,
to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said
attorneys-in-fact and agents, or any of them, may deem advisable
or necessary to enable the Company to comply with the Securities
Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under said Act of
shares of the Company's Common Stock, par value $0.01 per share
(the "Common Stock"), to be offered by the Company in connection
with the Primerica Corporation Stock Option Plan (the "Plan"),
including specifically, but without limiting the generality of
the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement
on Form S-8 in respect of the registration of such shares of
Common Stock and any and all amendments thereto, including post-
effective amendments, and any instruments, contracts, documents
or other writings of which the originals or copies thereof are to
be filed as a part of, or in connection with, said Registration
Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect
any and all applications and other instruments in the name and on
behalf of the undersigned which said attorneys-in-fact and
agents, or any of them, deem advisable in order to qualify or
register the Common Stock under the securities laws of any of the
several States; and the undersigned does hereby ratify all that
said attorneys-in-fact or agents, or any of them, shall do or
cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these
presents this 30th day of December, 1993.
/s/ Joseph R. Wright, Jr.
-----------------------------------
Joseph R. Wright, Jr.
<PAGE>
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director of PRIMERICA CORPORATION, a Delaware corporation (the
"Company"), does hereby constitute and appoint Sanford I. Weill,
James Dimon and Charles O. Prince, III, and each of them, the
true and lawful attorneys-in-fact and agents of the undersigned,
to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said
attorneys-in-fact and agents, or any of them, may deem advisable
or necessary to enable the Company to comply with the Securities
Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under said Act of
shares of the Company's Common Stock, par value $0.01 per share
(the "Common Stock"), to be offered by the Company in connection
with the Primerica Corporation Stock Option Plan (the "Plan"),
including specifically, but without limiting the generality of
the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement
on Form S-8 in respect of the registration of such shares of
Common Stock and any and all amendments thereto, including post-
effective amendments, and any instruments, contracts, documents
or other writings of which the originals or copies thereof are to
be filed as a part of, or in connection with, said Registration
Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect
any and all applications and other instruments in the name and on
behalf of the undersigned which said attorneys-in-fact and
agents, or any of them, deem advisable in order to qualify or
register the Common Stock under the securities laws of any of the
several States; and the undersigned does hereby ratify all that
said attorneys-in-fact or agents, or any of them, shall do or
cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these
presents this 30th day of December, 1993.
/s/ Arthur Zankel
-----------------------------------
Arthur Zankel
<PAGE>
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director of PRIMERICA CORPORATION, a Delaware corporation (the
"Company"), does hereby constitute and appoint Sanford I. Weill,
James Dimon and Charles O. Prince, III, and each of them, the
true and lawful attorneys-in-fact and agents of the undersigned,
to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said
attorneys-in-fact and agents, or any of them, may deem advisable
or necessary to enable the Company to comply with the Securities
Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under said Act of
shares of the Company's Common Stock, par value $0.01 per share
(the "Common Stock"), to be offered by the Company in connection
with the Primerica Corporation Stock Option Plan (the "Plan"),
including specifically, but without limiting the generality of
the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement
on Form S-8 in respect of the registration of such shares of
Common Stock and any and all amendments thereto, including post-
effective amendments, and any instruments, contracts, documents
or other writings of which the originals or copies thereof are to
be filed as a part of, or in connection with, said Registration
Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect
any and all applications and other instruments in the name and on
behalf of the undersigned which said attorneys-in-fact and
agents, or any of them, deem advisable in order to qualify or
register the Common Stock under the securities laws of any of the
several States; and the undersigned does hereby ratify all that
said attorneys-in-fact or agents, or any of them, shall do or
cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these
presents this 27th day of October, 1993.
/s/ Frank G. Zarb
-----------------------------------
Frank G. Zarb
