Exhibit 10.09.2


                 Assignment Agreement and Amendment No. One



          THIS AGREEMENT is made as of the 1st day of July, 1993, by
and among Smith Barney Shearson Inc., a Delaware corporation (formerly
known as Smith Barney, Harris Upham & Co. Incorporated, the "Company")
Primerica Corporation, a Delaware corporation and parent corporation of the
Company ("Primerica") and Frank G. Zarb (the "Executive").

                                 RECITALS:

          WHEREAS, the Company, Primerica and the Executive are parties to
that certain Employment Agreement dated as of December 16, 1988 (the
"Employment Agreement"); and

          WHEREAS, the parties hereto desire to assign and amend the
Employment Agreement, as provided herein.

          NOW THEREFORE, the parties hereto, each intending to be legally
bound, do hereby agree as follows:

          1.   The obligations of the Company under the Employment
               Agreement are hereby assigned to and assumed by Primerica.
               The Company is fully and completely released from any
               obligations under the Employment Agreement.  For purposes of
               the Employment Agreement, all references to "the Company"
               shall be deemed to be references to Primerica.

          2.   The first sentence of Section 3 of the Employment Agreement
               is revised to read in full as follows:

                    "The Executive shall serve as a Vice Chairman of the
                    Board and Group Chief Executive and shall have such
                    responsibilities, duties and authorities as may from
                    time to time be assigned to the Executive by the Chief
                    Executive Officer of the Company that are consistent
                    with his experience and position."

          3.   Section 12 of the Employment Agreement is deleted in its
               entirety and replaced with "Intentionally Omitted."



          4.   The separate reference to "the Company" in the notice
               provisions of Section 13 of the Employment Agreement is
               deleted.

IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement and Amendment No. One as of the date and year first above
written.


     SMITH BARNEY SHEARSON INC.              PRIMERICA CORPORATION


By:  /s/                                By:  /s/
     ------------------------------          ------------------------------



     EXECUTIVE


By:  /s/
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