Exhibit 10.03


                                      PRIMERICA
                                      ---------
                         RETIREMENT BENEFIT EQUALIZATION PLAN
                         ------------------------------------
                   (as amended and restated as of January 1, 1994)



          I.  Purpose of the Plan
          Primeraccount consists of two parts, the Primerica Retirement
          Plan (the "Retirement Plan") and the Retirement Benefit
          Equalization Plan (the "Plan"), both sponsored by Primerica
          Corporation (the "Company").  For eligible employees, the
          Retirement Plan gives benefits calculated up to a certain
          limitation on compensation and benefits prescribed by the
          Internal Revenue Code of 1986, as amended.  This Plan covers
          benefits in excess of those ceilings and is restated effective as
          of January 1, 1994.

          II.  Administration of the Plan
          The Plan Administrator is the Annuity Board of the Company.  The
          Plan Administrator has such powers as may be necessary to carry
          out the provisions of the 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
          This Plan together with the Retirement Plan shall apply to any
          Participant of the Retirement Plan whose benefits under the
          Retirement Plan are reduced by the application of limitations on
          benefits payable under the Retirement Plan that are imposed to
          conform to the provisions of section 415 or section 401(a) (17)
          of the Code.

          This Plan is not open to any participant in the Retirement Plan
          whose participation in the Retirement Plan is attributable to his
          employment or indirect employment by Smith Barney Shearson Inc.
          (or its predecessors).

          IV.  Benefits Payable
          Benefits under the Plan shall not be funded and shall be paid out
          of the general assets of the Company.

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

                  (1)  the benefit that would have been accrued and vested
                  under the Retirement Plan (as the same may be in effect
                  from time to time) after December 31, 1988 as if the
                  Retirement Plan did not contain the limitations imposed
                  by section 415 or section 401(a)(17) of the Code, over

                  (2)  the benefit actually accrued under the Retirement
                  Plan as amended to conform to such limitations, taking
                  into account in any case any decision made regarding
                  early or deferred retirement or optional methods of
                  benefit payment.

          Vesting occurs in accordance with the vesting schedule of the
          Retirement Plan.

          Notwithstanding the foregoing, qualifying compensation for the 
          purposes of this Plan shall be as defined under the provisions of
          the Retirement Plan, but, for Plan Years beginning on or after
          January 1, 1994, any qualifying compensation in excess of
          $300,000 shall be disregarded.

          Additionally, any benefits accrued prior to the Effective Date
          (to the extent not paid to the Participant) in the retirement
          benefit equalization plans sponsored by the Company or its
          affiliates shall be converted to a benefit from in this Plan in
          the same fashion in the same manner as if such benefits were
          earned in the Retirement Plan.

          Benefits payable to any person hereunder shall be paid at the
          same time and in the same form as benefits payable to such person
          under the Retirement Plan, in accordance with all the terms and
          conditions applicable to such benefits under the Retirement Plan. 
          Any beneficiary designation under the Retirement Plan or election
          of form of benefits shall be deemed to be a beneficiary
          designation or benefit form under this Plan.

          Any benefits paid under this Plan are not subject to any special
          tax treatment and are not eligible for rollover to any qualified
          plan or IRA.





          V.  General

          The Plan may be amended or terminated at any time by the Board of
          Directors or by the Senior Vice President, Human Resources, of
          Primerica Corporation, except that no such amendment or
          termination shall adversely affect the benefits payable on
          account of any covered Participant of the Retirement Plan in
          respect of benefits earned and vested prior to such amendment or
          termination.

          The Plan shall be construed, administered and enforced according
          to the Employee Retirement Income Security Act of 1974 and the
          laws of the State of New York.