Notice of 2024 Annual Meeting of
Shareholders

April 11, 2024
The Board of Directors of Reinsurance Group of America, Incorporated (the "Company") is making this proxy solicitation inconnection with the Company's 2024 Annual Meeting of Shareholders to be held at 2:00 p.m. on May 22, 2024, and all adjournments
and postponements thereof. The Company is first making available the Company's Annual Report to Shareholders for the year ended
December 31, 2023 and this Proxy Statement on April 11, 2024.

The close of business on March 28, 2024 has been fixed as the record date for the determination of the Company shareholders
entitled to vote at the Annual Meeting. As of the record date, approximately 65,786,319 shares of common stock were outstanding andentitled to be voted at the Annual Meeting.

Information about Annual Shareholders' Meeting
Date: May 22, 2024
Time: 2:00 p.m., Central time
Place: 16600 Swingley Ridge Road, Chesterfield, Missouri 63017
Board Recommendation

More Information

1.

To elect all directors for a one-year term

Items of BusinessFORpage 1

2.

Say-on-pay: advisory vote on executive compensation

FORpage 1

3.

To approve the adoption of an Employee Stock Purchase Plan

FOR

page 3

4.

To ratify the appointment of Deloitte & Touche as the Company's independent Auditor for 2024

FOR

page 7-page 81

To consider any other business that may properly come before the Annual Meeting or any
adjournment or postponement
See "Voting Matters - Vote Requirements" (page 9) for additional information.
5.

Important Notice Regarding the Availability of Proxy Materials for the Annual
Shareholders' Meeting
The Company's Notice of Annual Meeting, 2024 Proxy Statement and 2023 Annual Report to Shareholders are available on the
Company's website at www.rgare.com. Information on our website does not constitute part of this Proxy Statement.

How to Cast Your VoteYour vote is important. Please cast your vote and play a part in the future of the Company. Shareholders of record, who holdshares registered in their names with the Company's transfer agent, can vote by:Internet atwww.proxyvote.com

calling 1-800-690-6903
toll-free from the U.S. or Canada

mailreturn the signed proxy card

Whether or not you plan to attend the Annual Meeting, we encourage you to vote and submit your proxy through oneof the methods above as soon as possible so that your shares may be represented at the meeting.

By

Stephen T. O'Hearn, Chair of the Board

William L. Hutton, SecretaryTable of Contents
Proxy Statement Summary

Page No.
i

Voting Matters
Item 1 - Election of Directors
Item 2 - Shareholders' Advisory Vote on Executive Compensation
Item 3 - Approval of Employee Stock Purchase Plan
Item 4 - Ratification of Appointment of Independent Auditor
Vote Requirements

1
1
3
7
9

Board of Directors and Corporate Governance
Board of Directors
Director Nominees
Board Leadership and Effectiveness
Board Committees
Director Compensation
Board Risk Oversight
Other Governance Matters

11
14
17
20
22
25
33

Compensation Discussion and Analysis
Overview of Compensation Practices
Five Elements of Compensation and 2023 Actions
2024 Compensation Actions
Executive Compensation Process
Committee Report

35
40
53
54
57

Compensation Tables
Summary Compensation Table
Grants of Plan-Based Awards in 2023
Outstanding Equity Awards at 2023 Year-End
SARs and Option Exercises and Stock Vested in 2023
Pension Benefits in 2023
Performance Pension Account Benefits
Nonqualified Deferred Compensation in 2023
Equity Compensation Plan Information

58
60
62
64
65
66
67
67

Other Executive Compensation Matters
Additional Compensation Disclosures
Termination or Change of Control Payments
Pay Versus Performance
CEO Pay Ratio

68
69
71
75

Table of Contents
Stock OwnershipBeneficial Ownership Table
Other Securities Ownership Information

77
78

Other Matters
Audit Committee Report
Proxy Solicitation
Other Business
Questions and Answers about the Annual Meeting
Cautionary Note Regarding Forward-Looking Statements
Use of Non-GAAP Financial Measures

80
81
81
81
85
86

Appendix A - Employee Stock Purchase Plan

93

Proxy Statement Summary
These proxy materials are being provided to you because the Company's Board of Directors is soliciting
your proxy to vote your shares at the Company's 2024 Annual Shareholders' Meeting. This summary highlights
information contained elsewhere in this proxy statement ("Proxy Statement"). This summary does not contain all of
the information that you should consider and you should read the entire Proxy Statement carefully before voting.
Page references are supplied to help you find additional information in this Proxy Statement. This Proxy Statement
and the related proxy materials were first made available to shareholders and on the Internet on April 11, 2024.

Annual Shareholders' Meeting
Date & Time: May 22, 2024, 2:00 p.m., Central time
Place: 16600 Swingley Ridge Road, Chesterfield, Missouri 63017
Record Date: Close of business on March 28, 2024

Voting Matters and Board Recommendations
Board Recommendation

More
Information

1. To elect all directors for a one-year termFORpage 1

2. Say-on-pay: advisory vote on executive compensation

FORpage 1

3. To approve the adoption of an Employee Stock Purchase Plan

FOR

page 3

ratify the appointment of Deloitte & Touche as the Company's independent
4. To
Auditor for 2024

FOR

page 7

consider any other business that may properly come before the Annual
5. To
Meeting or any adjournment or postponement-

page 81

Items of BusinessSee "Voting Matters - Vote Requirements" (page 9) for additional information.

How to Cast Your VoteYour vote is important. Please cast your vote and play a part in the future of the Company. Shareholders ofrecord, who hold shares registered in their names with the Company's transfer agent, can vote by:Internet atwww.proxyvote.com

calling 1-800-690-6903
toll-free from the U.S. or Canadaimailreturn the signed proxy card

Board Nominees (page 11)
Name

Director Since

Independent

Election for
Term Ending

Pina Albo

2019

Yes

2025

Michele Bang

2023

Yes

2025

Tony Cheng

2023

No

2025

John J. Gauthier

2018

Yes

2025

Patricia L. Guinn

2016

Yes

2025

Hazel M. McNeilage

2018

Yes

2025

George Nichols III

2022

Yes

2025

Stephen O'Hearn (Chair)
Alison Rand

2020
2024

Yes
Yes

2025
2025

Shundrawn Thomas

2021

Yes

2025

Khanh T. Tran

2022

Yes

2025

Steven C. Van Wyk

2019

Yes

2025

Committee Memberships
Human Capital and Compensation
Investment
Nominating and Governance
Audit
Cybersecurity and Technology
Risk
None
Human Capital and Compensation
Investment, Chair
Risk
Audit, Chair
Investment
Nominating and Governance
Cybersecurity and Technology
Human Capital and Compensation, Chair
Risk
Cybersecurity and Technology
Human Capital and Compensation
Nominating and Governance
None
None
Human Capital and Compensation
Investment
Nominating and Governance, Chair
Audit
Investment
Risk, Chair
Audit
Cybersecurity and Technology, Chair
Risk

Board and Committees (page 20)
Full Board
Audit
Cybersecurity and Technology
Human Capital and Compensation
Investment
Nominating and Governance
Risk

ii

Number ofMembers

Percent Independent

Number of Meetings in
2023

12
4
4
5
5
4
5

92%
100%
100%
100%
100%
100%
100%

18
12
6
7
4
4
4

Board Diversity Snapshot

Governance Facts
Board Composition and Structure:
Size of Board
Number of Independent Directors
New Directors Appointed Since 2019
Independent Chair
All Committees Comprised Entirely of Independent Directors
Regular Board and Committee Assessments

12
11
9
Yes
Yes
Yes

Accountability to Shareholders:Annual Director Elections
Majority Voting for Director Elections
Proxy AccessSupermajority Vote Provisions
Shareholder Rights Plan (Poison Pill)
Advisory Vote on Executive Compensation

Yes
Yes
Yes
No
No
AnnualAlignment of Interests with Shareholders:
Robust Stock Ownership Guidelines for Directors and Executive Officers
Restrictions on Hedging and Pledging of Company Shares for Directors and Employees
Executive Incentive Recoupment (Clawback) Policies (mandatory NYSE policy and additional voluntarily adopted policy)

Yes
Yes
Yes

Chief Executive Officer
On December 31, 2023, Anna Manning, our former Chief Executive Officer, retired. Tony Cheng, our
President since January 2023, assumed the role of Chief Executive Officer on January 1, 2024.

iii

Five Elements of Executive Compensation (page 40)
Element

1.

2.

3.

4.

5.

Base Salary

Annual Bonus
Plan

Performance
Contingent
AwardsStock BasedAwards

Form

Cash

Cash

Key Features●

The only fixed compensation element, intended to attract and retain top talent.

●

Generally, we target base salary around the median of our peer companies, but this varies with individual skills,
experience, responsibilities, performance and location.

●

Represents 19.4%* of the average named executive officer target total compensation for 2023.

●

Serves as an annual performance incentive to achieve established business goals.

●

Tied to one or more of the following factors: overall Company performance, performance of the participant's
division or business unit and individual performance.

●

Performance goals established in the first quarter of each year with financial goals of each business unit aligningto corporate goals.

●

Payouts range from 0% of target payout to 200% of target payout, depending on performance.

●

The Annual Bonus Plan company-wide objectives were measured using the following components: (i) adjusted
operating income per share; (ii) strategic scorecard; (iii) new business embedded value and (iv) annual adjusted
consolidated revenue. The strategic scorecard is an assessment of performance in four focus areas for 2023:
alternative capital; Creation Re; cybersecurity and data loss prevention; and DEI. See page 43 for a description of
those components.

●

Represents 28.5%* of the average named executive officer target total compensation for 2023.

●

Serves as a performance incentive to achieve established intermediate-term financial measures and align our
executives' interests with those of our shareholders.

●

Performance goals established at the beginning of each three-year cycle and fully vest after three years.

●

Payouts range from 0% of target payout to 200% of target payout, depending on Company performance.

●

For 2022 and 2023 awards, the Company measured financial performance over a three-year period, consistent
with historical practice. Performance is based on (i) three-year average adjusted return on equity and (ii) threeyear book value per share, excluding accumulated other comprehensive income, growth rate. Results may be
modified up or down by a maximum of 10% based on three-year relative total shareholder return. Targets
established for the 2022 grant were adjusted for impacts of Long-Duration Targeted Improvements ("LDTI") under
new GAAP accounting rules effective January 1, 2023.

●

For the 2023 PCS grants, PCS represents 100% of the long-term compensation grant for the CEO, 75% for the
President and 60% for all other named executive officers.

●

Performance contingent awards represented 38.3%* of the average named executive officer target totalcompensation for 2023.

●

Intended to motivate performance, promote appropriate risk-taking, align our named executive officers' longterm interests with shareholders' interests and promote retention.

●

Stock appreciation rights vest 25% per year, on December 31 of each year.

●

Restricted Share Units cliff-vest after a three year period.

●

Restricted share units represented 5.6%* of the average named executive officer target total compensation for
2023.

●

Stock appreciation rights represented 8.2%* of the average named executive officer target total compensation for
2023.

●

Intended to provide a competitive level of post-employment income as part of a total rewards package that
supports our ability to attract and retain key members of our management.

●

In the U.S. there are two types of plans: qualified plans and non-qualified plans.

EquityEquityRetirement and Deferred
PensionCash
Benefits●●

Qualified plans are provided to eligible employees up to specified maximum amounts as determined byfederal tax authorities.

●

Non-qualified plans are provided to eligible employees who earn compensation above the maximum
amounts established by federal tax authorities.

Hong Kong retirement and pension benefits are split between: (i) a mandatory provident fund where employees
and employer contribute up to a maximum amount and (ii) a supplementary fund for compensation in excess ofthe maximum amount applicable to the mandatory provident fund benefit.

*Calculation excludes pension and retirement benefits. Average percentages are rounded.

iv

The performance contingent awards and the stock-based awards described above collectively form theCompany's long-term incentive ("LTI") plan. For 2023, the LTI was allocated as follows:•••

100% PCS for Ms. Manning;
75% PCS and 25% SARs for Mr. Cheng; and60% PCS, 20% RSUs and 20% SARs for all other named executive officers.

The structure of the 2023 LTI award for Ms. Manning took into consideration that 2023 was her last year
as Chief Executive Officer.

2024 Compensation Changes (page 53)
In March 2024 the Human Capital and Compensation Committee approved the following changes to theCompany's compensation programs:•••

The design of the Annual Bonus Plan was changed to utilize an enterprise pool plan design. The Company
will use a top-down pool design, where funding is driven by performance against key financial and nonfinancial metrics at the Company level.
The total shareholder return modifier for determining payouts for performance contingent awards wasincreased from 10% to 20% to continue to strengthen alignment for long-term incentive compensation
with the experience of our shareholders.
Stock appreciation rights and restricted stock unit grants will now vest ratably over a three-year term.
Previously, stock appreciation rights vested ratably over four years and restricted stock units cliff-vested
after three years.

v

Voting Matters
Item 1 – Election of Directors
The first item to be acted upon at the Annual Meeting is the election of the following director nominees to the Company's Boardof Directors, each with a term ending at the Company's 2025 annual meeting of shareholders:Name

Director Since

Independent

Pina Albo
Michele Bang
Tony Cheng
John J. Gauthier
Patricia L. Guinn
Hazel M. McNeilage
George Nichols III
Stephen O'Hearn (Chair)
Alison Rand
Shundrawn Thomas
Khanh T. Tran
Steven C. Van Wyk

2019
2023
2023
2018
2016
2018
2022
2020
2024
2021
2022
2019

Yes
Yes
No
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes

The Board nominates each of these individuals for election at the Annual Meeting. Each nominee is currently a member of theBoard. All director nominees stand for election for a one-year term. Should any one or more of the nominees be unable or unwilling toserve (which is not expected), the proxies will be voted for such other person or persons as the Board may recommend unless suchproxies are marked otherwise.
See "Board of Directors and Corporate Governance" beginning on page 11 for further information related to "Item 1 - Election of
Directors."

Vote Required
The vote required to elect each director is a majority of the common stock represented in person or by proxy at the Annual
Meeting and entitled to vote on this matter.

Recommendation of the Board of Directors
The Board of Directors recommends a vote FOR all nominees for election as a director.

Item 2 – Shareholders' Advisory Vote on Executive Compensation
The Dodd-Frank Act enables our shareholders to vote to approve, on an advisory basis (i.e., non-binding), the compensation of
the named executive officers as disclosed in this Proxy Statement1

pursuant to Item 402 of Regulation S-K (including in the Compensation Discussion and Analysis section, compensation tables andaccompanying narrative disclosures).
The Company has a "pay-for-performance" philosophy that forms the foundation of all decisions regarding compensation of thenamed executive officers. This compensation philosophy, and the program structure approved by the Human Capital and Compensation
Committee (the "Committee"), is central to our ability to attract, retain and motivate individuals who can achieve superior financial
results. Please refer to "Compensation Discussion and Analysis – Overview of Compensation Practices" for further discussion of thecompensation of the named executive officers.
A primary focus of the Committee is whether the Company's executive compensation program serves the best interests of theCompany's shareholders. At the Company's 2023 Annual Meeting, 95% of votes cast on the proposal approved the compensation
program described in the proxy statement for that meeting.

2023 Say on Pay Votes
Percentage of Votes Cast in Favor of "Say on Pay"95%
At the Company's 2022 Annual Meeting, 62% of votes cast on the proposal approved the compensation program described in
the proxy statement for that meeting. As a result, the Company engaged in the extensive shareholder outreach efforts described in last
year's proxy statement to obtain feedback from our shareholders. We adjusted our compensation structure and disclosures in light ofthat feedback. Prior to 2022, shareholder feedback at our previous annual meetings was uniformly positive as reflected in the following
table:

Say on Pay Votes (2012-2021)
Annual Meeting Year

Percentage of Votes Cast in Favor of "Say on Pay"

2021
2020
2019
2018
2017
2016
2015
2014
2013
2012

95%
98%
98%
98%
98%
98%
98%
97%
99%
96%

Ten Year Average

97.5%

We are asking our shareholders to approve the compensation of the named executive officers as disclosed in this Proxy
Statement, including the "Compensation Discussion and Analysis" and "Compensation Tables" discussions. This vote is not intended toaddress any specific item of compensation, but rather the overall compensation of the named executive officers and the policies andpractices described in this Proxy Statement. This vote is advisory and therefore not binding on the Company, the Committee or the
Board. However, the Board and the Committee value the opinions of our shareholders and to the extent there is any significant voteagainst the named executive officer
2

compensation as disclosed in this Proxy Statement, we will carefully consider those shareholders' concerns when making futurecompensation decisions for the named executive officers and will evaluate whether any actions are necessary to address those concerns.

Vote Required
The vote required to approve this Item 2 is a majority of the common stock represented in person or by proxy at the Annual
Meeting and entitled to vote on this matter.

Recommendation of the Board of Directors
The Board of Directors recommends that shareholders vote FOR the proposal to approve the compensation of the named
executive officers, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion
and Analysis, compensation tables and narrative discussion.

Item 3 – Approval of Employee Stock Purchase Plan
Overview
On March 7, 2024, upon the recommendation of the Human Capital and Compensation Committee (the "Committee"), ourBoard of Directors approved the adoption of the Reinsurance Group of America, Incorporated Employee Stock Purchase Plan (the"ESPP"), subject to shareholder approval in accordance with NYSE listing standards. If the shareholders of the Company do not approve
the ESPP, the ESPP will not become effective.
We intend for the ESPP to offer a convenient means for employees of the Company (excluding our Section 16 officers) who might
not otherwise purchase and hold our common stock to do so, and for the matching stock purchase feature as described below to provide
a meaningful incentive to participate. We believe that the opportunity for these employees to acquire a proprietary interest in the
Company through the purchase of shares of common stock and this matching feature will assist in attracting, retaining and rewarding
employees, and strengthen the mutuality of interest between our employees and Company shareholders.
The ESPP is not intended to qualify as an "employee stock purchase plan" under Section 423 of the Internal Revenue Code of1986, as amended (the "Code").

Materials Terms of ESPPThe material features of the ESPP are summarized below. The following summary of the ESPP does not purport to be a complete
description of all of the provisions of the ESPP, and is qualified in its entirety by reference to the complete text of the ESPP, a copy ofwhich is attached as Appendix A to this proxy statement.
Administration. The ESPP shall be administered by a committee appointed by our Board of Directors, which shall initially be the
Human Capital and Compensation Committee of the Board (the "Administrator"). Any power of the Administrator may also be exercisedby the Board. The Administrator will have broad authority pursuant to the terms of the ESPP, including full and exclusive discretionary
authority to construe, interpret and apply the terms of the ESPP, and such other duties and responsibilities set forth in the ESPP. All
determinations made by the Administrator, to the fullest extent permitted by applicable law, will be final and binding upon allparticipants. In addition, to the extent permitted by applicable law, the Administrator may delegate its responsibilities under the ESPP toone or more officers or any subcommittee of the Administrator. In addition, the Administrator may retain3

any third-party broker-dealer, financial institution, clearing agent, transfer agent or other agent to perform such functions in connection
with the ESPP as deemed appropriate by the Administrator.
Shares Available under ESPP. A total of 100,000 shares of common stock of the Company are initially authorized and reserved forissuance under the ESPP. The number of shares available under the ESPP are subject to adjustment as described below under"Adjustments Upon Changes in Capitalization." As of April 3, 2024, the closing price of our common stock as reported on the NYSE was$193.60 per share.
Eligibility; Participation. All employees of the Company and any Designated Subsidiary (as defined below) are eligible toparticipate in the ESPP, except for any employee (i) who is an "officer" as defined in Rule 16a-1(f) under the Exchange Act, or (ii) who is
not eligible to participate in the ESPP pursuant to the laws of a foreign jurisdiction. In addition, consultants and non-employee directorsof the Company will not be eligible to participate in the ESPP. For purposes of the ESPP, a "Designated Subsidiary" means any subsidiaryof the Company that has been designated by the Administrator from time to time in its sole discretion as eligible to participate in thePlan. As of March 1, 2024, approximately 3,000 employees of the Company would have been eligible to participate in the ESPP if the
ESPP had been in operation on such date based on the Company's expectations for eligibility in the initial Offering Period (as defined
below).
The Company, through its subsidiaries, employs people in various countries and intends to implement participation in the ESPP
on a rolling basis, following analysis of relevant regulations in each applicable jurisdiction. In addition, the Plan provides that theAdministrator may establish one or more sub-plans of the Plan to provide benefits to employees of Designated Subsidiaries locatedoutside the United States in a manner that complies with local law.
Offering Periods. The ESPP will be implemented by offerings of purchase rights during offering periods ("Offering Periods") as
determined by the Administrator. Offering Periods will commence at such times as determined by the Administrator, and will last six
months unless a different term is determined by the Administrator. Under the ESPP, any Eligible Employee as of the commencement of
any Offering Period who has elected to participate in the ESPP by following the enrollment procedures set forth in the ESPP will have theright to acquire shares of our common stock at the end of the Offering Period in accordance with the terms of the ESPP.
Contributions. To participate in the ESPP, a participant must authorize contributions, which will generally be collected throughpayroll deductions from the participant's base salary. Such payroll deductions will represent a fixed percentage of the base salary of suchparticipant equal to 2% to 10% of base salary, as determined by the participant. Each participant who has elected to participate in the
ESPP is automatically granted a purchase right on the first day of the Offering Period to purchase shares of common stock, whichpurchase right will be exercised as set forth below under "Purchase Date."
In addition, a participant is not permitted to make contributions to purchase shares of common stock pursuant to the ESPP in
excess of $15,000 (or such other amount determined by the Administrator) in any calendar year.
Offering Period Mechanics. Any Eligible Employee may participate in the ESPP for any Offering Period by, at least 10 businessdays prior to the first day of the Offering Period (or such other period determined by the Administrator), submitting a properly
completed subscription agreement authorizing contributions and/or completing such documentation and following such procedures asprescribed by the Administrator.
A participant may cease making contributions during any Offering Period by following the procedures set forth in the ESPP. In
such event, the participant may not make any further contributions during such Offering Period. In addition, a participant may reduce(but not increase) such participant's contribution percentage at any time during any Offering Period, provided that only one such
reduction may be made during any Offering Period. Except as set forth above, unless otherwise determined by the4Administrator, participants are not allowed to change the amount of their contributions during any Offering Period.
In addition, a participant may withdraw all, or less than all, of a participant's contributions during any Offering Period (provided,that a participant may not make more than one such withdrawal during any Offering Period), in which case all accumulatedcompensation deductions of such participant subject to such withdrawal request will be returned to such participant, without interest.
In the event of any such withdrawal, such participant's purchase right for the Offering Period will be automatically terminated, and nofurther contributions may be made by such participant for the Offering Period in which such withdrawal occurs.
Unless a participant has ceased making contributions to the ESPP as set forth above, has withdrawn such participant's
contributions in the ESPP as noted above, or is no longer an Eligible Employee, a participant in the ESPP in any Offering Period willcontinue to participate in the ESPP in future Offering Periods at the then existing contribution level of participant unless such participant
has affirmatively changed such contribution level.
Purchase Date. Unless a participant has withdrawn all of such participant's contributions in the ESPP as noted above during an
Offering Period or is no longer an Eligible Employee, a participant will generally acquire shares of common stock on the last trading dayof the Offering Period (the "Purchase Date"). In such event, on the Purchase Date, (i) contributions for each participant will be used topurchase whole shares of the Company's common stock at a purchase price equal to the closing trading price of our common stock on
the Purchase Date, and (ii) the Company will issue the Matching Common Stock to participant in connection therewith (as defined anddescribed below).
Matching Common Stock. On any Purchase Date on which a participant purchases shares of common stock as set forth above,
the Company will issue to such participant shares of common stock (the "Matching Common Stock") which will equal 25% (or such lower
percentage, as may be determined by the Administrator) of the shares purchased by participant on such Purchase Date. The Matching
Common Stock will be subject to a risk of forfeiture, and unless otherwise determined by the Administrator, in the event a participant
ceases to be an employee of the Company for any reason prior to the end of the restricted period with respect to such Matching
Common Stock (which, unless otherwise determined by the Administrator, will be the first anniversary of the Purchase Date upon which
the Matching Common Stock was issued), the Matching Common Stock on such Purchase Date shall be forfeited without any
consideration.
Termination of Employment. At such time that the employment of any participant terminates or such individual otherwise
ceases to be an Eligible Employee, for any reason, such participant will be deemed to have elected to immediately withdraw from the
ESPP and the contributions credited to such participant's notional account under the ESPP but not yet used to purchase shares ofCommon Stock under the Plan will be returned to such participant.
Transferability. Rights to purchase shares of our common stock under the ESPP, and contributions in a participant's account, may
not be transferred by a participant and may be exercised only by the participant, subject to certain exceptions in connection with thedeath of a participant as provided under the terms of the ESPP.
Rights as a Shareholder; Dividends on Matching Common Stock. A participant will have the rights and privileges of a shareholderof the Company when, but not until, shares have been issued and delivered to such participant following exercise of such participant's
option on the Purchase Date. In addition, in the event a dividend by the Company is paid in respect of any Matching Common Stock prior
to the first anniversary of the Purchase Date upon which such Matching Common Stock was issued, then such dividends will not be paidon such Matching Common Stock unless and until the participant continues employment through such first anniversary.

5Adjustments Upon Changes in Capitalization. In the event of any dividend or other distribution (whether in the form of cash,
Common Stock, other securities, or other property, but excluding normal cash dividends), recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Common Stock or other securities of
the Company, or other change in the corporate structure of the Company affecting the Common Stock, the Administrator, in order toprevent dilution or enlargement of the benefits or potential benefits intended to be made available under the ESPP, shall, in any suchmanner as it deems equitable, appropriately adjust the number and class of shares available under the ESPP and the applicable purchaseprice of such shares.
Change in Control. In the event of any sale of all or substantially all of the assets, merger or similar transaction involving theCompany, except as provided below, any outstanding purchase rights will be assumed or an equivalent option may be substituted by the
successor. Alternatively, in such event, if the successor entity refuses to assume or substitute for such purchase rights, or if so
determined by the Administrator, the Administrator may shorten the Offering Period so that the last day of such shortened Offering
Period will occur prior to the date of the completion of such transaction in accordance with the terms of the ESPP.
Effective Date. The ESPP will be effective on May 22, 2024, provided that the ESPP has been approved by our shareholders onsuch date.
Amendment and Termination. Our board may amend, alter, suspend, discontinue or terminate the ESPP in any respect at any
time, provided that the ESPP may not be amended without approval of our shareholders if such approval is necessary to comply withany applicable laws (including the rules of the NYSE) for which or with which the Administrator deems it necessary or desirable tocomply.

New Plan Benefits
No purchases have been made at this time under the ESPP as the result of the fact that the ESPP is not yet in effect and is subject
to shareholder approval. Participation in the ESPP is voluntary, and benefits under the ESPP will depend on employees' elections toparticipate and the fair market value of our common stock at various future dates. Accordingly, future benefits or amounts that will bereceived under the ESPP by employees of the Company are not currently determinable. In addition, as noted above, directors andSection 16 officers of the Company will not be eligible to participate in the ESPP.

U.S. Federal Income Tax Consequences
The following discussion is a brief summary of certain U.S. federal income tax aspects associated with the issuance of shares ofcommon stock (including Matching Common Stock) under the ESPP based upon the U.S. federal income tax laws in effect on the datehereof. This summary is provided only for general information and is not intended to be exhaustive. The exact U.S. federal income tax
consequences to any participant will depend upon his or her particular circumstances and other factors. Participants may also be subject
to certain other U.S. federal, state or local, or non-U.S. taxes, which are not described herein. This summarized tax information is not tax
advice, and participants in the ESPP are encouraged to consult their own tax advisors with respect to such other tax considerations orparticular U.S. federal income tax implications of shares acquired under the ESPP. As noted above, the ESPP is not intended to qualify as
an "employee stock purchase plan" under Section 423 of the Code (a "Section 423 Plan"). Accordingly, certain tax benefits available toparticipants in a Section 423 Plan will not be available under the ESPP.
For U.S. federal income tax purposes, a participant generally will not recognize taxable income at the beginning of an Offering
Period in respect of the grant of the right to purchase and acquire shares under the ESPP, nor will the Company be entitled to any
deduction at that time. The amount of a Participant's payroll deductions during an Offering Period will be subject to U.S. federal incometax

6withholding at the time the payroll deductions are made. At the end of the Offering Period, a participant generally will not recognize
taxable income upon the purchase of shares under the ESPP at their fair market value, nor upon any issuance of Matching Common
Stock under the ESPP at that time, and instead will recognize ordinary income in an amount equal to the fair market value of the
Matching Common Stock when the risk of forfeiture with respect to the Matching Common Stock lapses at the end of the applicable
restricted period as described above under "Matching Common Stock" (unless the participant elects to be taxed at the time of theissuance of the Matching Common Stock pursuant to Section 83(b) of the Code). The Company generally will be entitled to acorresponding deduction at the time the participant recognizes income in respect of the Matching Common Stock.
Upon the subsequent sale or other disposition of any shares acquired under the ESPP, the participant generally will recognize
capital gain or loss equal to the difference between the amount realized by the participant on such disposition and the participant's
adjusted tax basis in such shares. A participant's adjusted tax basis in shares acquired under the ESPP generally will be the purchase pricepaid for any purchased shares, or the amount of ordinary income recognized in connection with the issuance of Matching Common
Stock. A capital gain or loss will be long-term if at the time of the disposition, the participant has held the shares for more than one year.
Unless the participant made an election under Section 83(b) of the Code, the restricted period applicable to any issuance of Matching
Common Stock following such issuance is not taken into account for purposes of determining whether the participant has held thoseshares for more than one year. Long-term capital gain recognized by a participant generally is taxed at preferential rates. The
deductibility of capital losses by a participant is subject to limitations.

Vote Required
The vote required to approve this Item 3 is a majority of the shares of common stock represented in person or by proxy at theAnnual Meeting and entitled to vote on this matter, which approval will also satisfy the requirement under NYSE rules that the proposal
be approved by a majority of the votes cast.

Recommendation of the Board of Directors
The Board of Directors has approved the ESPP and recommends that shareholders vote FOR the proposal.

Item 4 - Ratification of Appointment of Independent Auditor
We are asking shareholders to ratify the appointment of Deloitte & Touche LLP and its related entities (collectively, "Deloitte") as theCompany's independent registered public accountant for the current year. The Audit Committee of the Board has appointed Deloitte
subject to shareholder ratification.
Representatives of Deloitte will attend the Annual Meeting. They will have an opportunity to make a statement if they desire to
do so and they will be available to respond to appropriate questions.
As outlined in the Audit Committee charter, the Audit Committee is responsible for the appointment, compensation, retention
and oversight of the independent registered public accounting firm retained to audit RGA's financial statements. The Audit Committee
annually evaluates the performance of the Company's independent auditor, including the senior audit engagement team, anddetermines whether to reengage the current auditors or consider other audit firms. Deloitte has served as the independent auditor of
the Company since 2000.
The Audit Committee and the Board believe it is in the best interests of RGA and its shareholders to continue to retain Deloitte as
RGA's independent registered public accounting firm. Its long-term

7

knowledge of the Company and its subsidiaries, combined with its insurance industry expertise, has enabled it to carry out its audits of
the Company's financial statements with effectiveness and efficiency.
In considering Deloitte's appointment, the Audit Committee reviewed the firm's qualifications and competencies, including thefollowing factors:• Deloitte's status as a registered public accounting firm with the PCAOB, as required by Sarbanes-Oxley and the Rules of the
•
•
•
•
•

PCAOB;
Deloitte's independence and its processes for maintaining its independence;
the results of the independent review of the firm's quality control system;
the key members of the engagement team for the audit of the Company's financial statements;
Deloitte's approach to resolving significant accounting and auditing matters including consultation with the firm's national office;andDeloitte's reputation for integrity and competence in the fields of accounting and auditing.

The Audit Committee ensures the mandatory five-year rotation of the audit engagement team partner as required by SEC rules.
The lead engagement partner was appointed beginning with the fiscal year 2023 audit.
The Audit Committee also approves Deloitte's audit and permissible non-audit services in advance pursuant to a Pre-Approval
Policy. Deloitte submits to the Audit Committee detailed schedules with all of the proposed permitted services within each category,
together with estimated fees. The Audit Committee also reviews a schedule of audit-related, tax and other permitted non-audit services
that the Company may engage the independent auditor to perform and an estimated amount of fees for each of those services.
Consistent with the Pre-Approval Policy, all audit related services, tax services and other services were pre-approved by the Audit
Committee. The Audit Committee concluded that the provision of such services by Deloitte was compatible with the maintenance of thatfirm's independence in the conduct of its auditing functions.
The aggregate fees billed to us for the years ending December 31, 2023 and 2022 by Deloitte are set forth below.

Auditor Fees
Fiscal Year

Fee

2023

2022

Audit Fees1
Audit Related Fees2$15,721,639
723,581$14,195,133
716,181

Total Audit and Audit-related FeesTax Fees3
Other$16,445,220
233,060—$14,911,314
149,562—$16,678,280$15,060,876

Total Fees

1.

Includes fees for the audit of our Company's and its subsidiaries' annual financial statements, reviews of our quarterly financial statements and SarbanesOxley Section 404 attestation. Approximately $2.5 million and $1.8 million of the total 2023 and 2022 Audit Fees were related to the Company's
implementation of LDTI accounting changes, respectively.

2.

Includes fees for services rendered by Deloitte for matters such as assistance with internal control reporting requirements, certain accounting
consultations on potential acquisition, reinsurance transactions, and services associated with SEC registration statements, periodic reports and securities
offerings.

8

3. Includes fees for tax services rendered by Deloitte such as consultation related to tax planning and compliance.

Vote Required
The vote required to approve this Item 4 is a majority of the common stock represented in person or by proxy at the Annual
Meeting and entitled to vote on this matter.

Recommendation of the Board of Directors
The Board of Directors has approved the proposal regarding the appointment of Deloitte and recommends that shareholders
vote FOR the proposal.

Vote Requirements
Each share of common stock outstanding at the close of business on the record date is entitled to one vote for each director
nominee and one vote for each of the other proposals to be voted on. Under Missouri corporate law, if a quorum is present, the votes
necessary to approve the proposals are as follows:

Voting Matters
Item
1.
2.
3.
4.

Proposal

Vote Required to Adopt the Proposal

The vote required to elect each director is the affirmative votes of the holders of a majority of the common stock entitled to votethereon which are present in person or represented by proxy at the Annual Meeting.
Shareholders' Advisory Vote on Executive The vote required to pass this proposal is the affirmative votes of the holders of a majority of the common stock entitled to voteCompensation
thereon which are present in person or represented by proxy at the Annual Meeting.
Approve the RGA Employee Stock Purchase The vote required to pass this proposal is the affirmative votes of the holders of a majority of the common stock entitled to votePlan
thereon which are present in person or represented by proxy at the Annual Meeting.
Ratification of Appointment of
The vote required to pass this proposal is the affirmative votes of the holders of a majority of the common stock entitled to vote
Independent Auditor
thereon which are present in person or represented by proxy at the Annual Meeting.
Election of Directors

Under Missouri corporate law, the approval of any action taken at the Annual Meeting requires the affirmative vote of a majorityof the votes entitled to vote on any such action which are present or represented by proxy at the Annual Meeting. Abstentions will becounted in connection with determining the number of shares represented at the Annual Meeting for quorum purposes. In addition, any
abstentions with respect to any of the above items will have the same effect as if the shares represented thereby, as applicable, werevoted against any nominee or nominees with respect to Item 1, and against the proposals with respect to Items 2, 3 and 4.
Broker non-votes, while counted for general quorum purposes, will have no effect on the voting results for any non-discretionary
matter. As such, if a broker indicates on the proxy that it does not have discretionary authority as to certain shares to vote on a particularmatter, those shares will not be considered as present and entitled to vote with respect to that matter and thus will have no effect on
the outcome of the vote with regard to such matters. The election of directors (Item 1), the advisory vote on the compensation of theCompany's named executive officers (Item 2), and the proposal to approve the ESPP (Item 3) are considered non-discretionary items,
and as such brokers cannot vote uninstructed shares on your behalf in these matters. For your vote to be counted on these matters, youmust submit your voting instruction form to your broker. Conversely, the ratification of the independent auditor (Item 4) is adiscretionary item such that, if your shares are held through a broker, that person will have discretion to vote your shares on that matter
if you fail to provide instructions. For

9

additional information, see "Other Matters - Question and Answers about the Annual Meetings" under "What is a Broker Non-Vote?".
We know of no other matters to come before the meeting. As set forth in "Other Matters," our organizational documents requirethat advance notice be provided of any proposal intended to be presented at the Annual Meeting. The deadline for this notice has
passed, and we did not receive any such notice. As such, if any other matters properly come before the meeting, the proxies solicitedhereby will be voted on such matters in accordance with the judgment of the persons voting such proxies. Voting results will be disclosed
in our Current Report on Form 8-K filed with the SEC within four business days following the Annual Meeting.

10

Board of Directors and Corporate Governance
Board of Directors
Board Composition
Each of the nominees standing for election has a core set of skills, talents and attributes that make them valuable members of
our Company's Board. When searching for new Board candidates, the Nominating and Governance Committee considers the evolving
needs of the Company's global business and searches for Board candidates who fill any current or anticipated needs or gaps in skills,
experience and overall Board composition.
The Nominating and Governance Committee of the Board has determined that all of our nominees should possess the following
qualifications:

Director Qualifications
Director Qualification

Description

Commitment to
Our Values

Directors and candidates should be committed to promoting the Company's financial success and preserving and enhancing
our business and ethical reputation, as embodied in our codes of conduct and ethics.
Directors and candidates should reflect a diversity of viewpoints, background, work and other experiences (including military
service), and other demographics, such as race, gender identity, ethnicity, sexual orientation, culture and nationality.
Directors and candidates should be "financially literate" as such qualification is interpreted by the Board in its businessjudgment.
Directors and candidates should not have any conflicts of interest or other commitments that would prevent such director
from fulfilling the obligations of a director. Mr. Cheng, as our President and Chief Executive Officer, is not independent.
Directors and candidates should possess knowledge and experience that will complement that of other directors and promote
the creation of shareholder value.
Directors and candidates should possess significant leadership experience, such as experience in business, finance/accounting,financial services regulation, education or government, and shall possess qualities reflecting a proven record ofaccomplishment and ability to work with others.
Directors and candidates should be of high repute and recognized integrity and not have been convicted in a criminal
proceeding (excluding traffic violations and other minor offenses).
Directors and candidates should have such other qualifying and desirable characteristics as identified by the Nominating andGovernance Committee from time to time.

Diversity
Financial Literacy
Independence
Knowledge andExperience
Leadership
Experience
Reputation andIntegrity
Other Factors

Other areas of expertise or experience are desirable given our Company's global reinsurance business and operations, including:life insurance, actuarial science, financial services, information technology, cybersecurity, data privacy and security, international
markets, operations, capital markets, investments, banking, risk management, human capital management and sustainability.

Changes in Directors
Since the 2023 Annual Meeting of Shareholders, the Board's composition has changed as follows:
On October 1, 2023, Michele Bang was appointed as a member of the Board. Ms. Bang is the former Deputy Chief Executive
Officer of Eastspring Investments, the Asia asset management arm of Prudential plc. During her time with Prudential she served as theexecutive team member that drove digital innovation and technology integration throughout the firm.

11Anna Manning retired as the Company's Chief Executive Officer and as a director on December 31, 2023.
On April 1, 2024, Alison Rand was appointed as a member of the Board. Ms. Rand is the former Executive Vice President andChief Financial Officer of Primerica, Inc. While at Primerica she managed investor relations, strategic planning, capital management,
product development and financial reporting and analysis.

Director Skills Matrix
All of our directors bring significant executive leadership, management and industry expertise derived from their careers andprofessions. When considering whether our current directors have the experience, qualifications, attributes and skills, taken as a whole,
to enable the Board to satisfy its oversight responsibilities effectively in light of the Company's business and structure, the Nominatingand Governance Committee and the Board focus on the diversity of experience of the directors, illustrated in the director biographies
and the following skills matrix.

12

Director Skills Matrix
Director Qualifications, Attributes and Skills

Albo

Corporate Governance & Public Company Board.
Experience in public company corporate governanceissues, policies and practices, shareholder relations,financial reporting and compliance, strategic planning andrisk oversight.

●

Financial Literacy. Knowledge of finance or financial
reporting, complex financial management, capital
allocation, experience with debt/capital market
transactions and mergers and acquisitions.

●

Government/Regulatory. Experience in government andregulatory affairs, and regulated industries, including aspart of a business and/or through positions withgovernment organizations or regulatory bodies.

Cheng

Gauthier

Guinn

●

●

●

●

●

●

●

●

●

●

●

Human Capital Management. Talent acquisition,
development, engagement and retention; wellness andbenefits; diversity, equity and inclusion; director, CEO andsenior executive succession planning.

●

●

●

●

Industry Knowledge. Experience in the Company's
businesses and industries including traditional individualand group life and health, disability and critical illness
reinsurance and financial services, such as longevity
reinsurance, asset-intensive reinsurance, financial
reinsurance and stable value products.

●

●

●

International. Experience doing business internationallyor focused on international issues and operations andexposure to markets, environments, economic conditions
and cultures outside the U.S. associated with a global
workforce and international business activities.

●

●

●

Investments. Experience in investment policy andstrategy, global asset/liability management, research andstrategy development, portfolio construction, and risk
management.

Bang

●

McNeilage

Nichols

O'Hearn(Chair)Rand

ThomasTran

Van Wyk

●

●

●

●

●

●

●

●

●

●

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●

●

●

●

●

●

●

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●

●

●

●

Risk Assessment and Management. Experience
identifying and prioritizing a spectrum of risks andmanaging and overseeing complex risk management
matters.

●

●

●

●

●

●

Senior Leadership Experience. Significant leadershipexperience, including serving as a CEO, senior executive,
division president or functional leader within a complex
corporate entity.

●

●

●

●

●

●

Sustainability. Knowledge of and experience withenvironmental, social and governance issues, trends,
disclosures and practices, corporate citizenship andbehavior, sustainable business model and strategy.

●

●

●

●

Technology and Cybersecurity. Knowledge of andexperience with implementing technology strategies,
understandingofemerging
technologies
andcybersecurity risks, issues and protections; long-term
systems planning and strategy.

●

13

●

●

●

●

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●

Director Nominees
The Company recommends a vote FOR all of the following nominees for election to the Board.

Pina AlboBusiness Experience: Ms. Albo is the Chief Executive Officer of Hamilton Insurance Group ("Hamilton"), a Bermudabased holding company for Hamilton Re, a global specialty insurer and property and casualty reinsurer. Prior tojoining Hamilton, she spent 25 years at Munich Re, starting as a claims expert and holding increasingly senior
positions that culminated in roles as President, Reinsurance Division, Munich Re America and later Member of theBoard of Executive Management. She began her career as a lawyer after having earned law degrees in both Canada
and France. Ms. Albo currently serves as Chair of the board of directors for the Association of Bermuda Insurers andReinsurers.

Chief Executive Officer of Hamilton InsuranceGroup

Age: 61
Director since: 2019
Independent

Michele Bang

Business Experience: Ms. Bang was the Deputy Chief Executive Officer of Eastspring Investments, the Asia asset
management arm of Prudential plc. During her time with Prudential, she concurrently served as executive teammember that drove digital innovation and technology integration throughout the firm. Prior to her role withPrudential, Ms. Bang held senior leadership roles and board seats in Asia for Deutsche Asset Management (now DWS
Group). She has been active in new economy innovation as an investor, competition judge, and advisor toentrepreneurs in the health, education, and fintech space. She has a Bachelor of Arts degree from Cornell University.

Retired Deputy Chief Executive Officer ofEastspring Investments

Age: 59
Director since: 2023
Independent

Tony Cheng
Business Experience: Mr. Cheng is President and Chief Executive Officer of Reinsurance Group of America,
Incorporated. He has been Chief Executive Officer since January 1, 2024 and was named President in January 2023.
Prior to this appointment Mr. Cheng was Executive Vice President, Head of EMEA, Asia, and Australia for RGA
Reinsurance Company, providing executive oversight for the Company's EMEA, Asia and Australia operations. Mr.
Cheng joined RGA in 1997 as Chief Actuary of Malaysian Life Reinsurance Group Berhad. In 2004, he was named Chief
Executive Officer of the Hong Kong office, responsible for all business activity in Hong Kong and Southeast Asia, and in
2011, he was named Senior Vice President, Asia. Mr. Cheng received a Bachelor of Economics (B.Ec.) degree fromMacquarie University in Sydney, Australia and an M.B.A. from Washington University in St. Louis's John M. Olin Schoolof Business. He is a Fellow of the Institute of Actuaries of Australia (FIAA). An active participant and past President of
the Actuarial Society of Hong Kong, he has also served as a council member for the Society and as a past Chair of its
Experience and Life Committees.

President and Chief Executive Officer of theCompany

Age: 50
Director since: 2023
Not independent

14

John J. GauthierBusiness Experience: Mr. Gauthier was the Chief Investment Officer of Allied World Assurance Company Holdings,
AG, a global provider of insurance and reinsurance solutions, from 2008 to 2018. Mr. Gauthier also served as
President of Allied World Financial Services Company, Inc. from 2012 until his retirement in 2018. Before joining
Allied, Mr. Gauthier was a Managing Director with Goldman Sachs Asset Management, a division of Goldman Sachs &Co. Prior to Goldman Sachs, he was with Conning Asset Management and General Reinsurance/New England AssetManagement and The Travelers. Mr. Gauthier holds a B.S. in computer information systems from Quinnipiac
University and an M.B.A. in finance from The Wharton School, University of Pennsylvania. He is a Chartered Financial
Analyst (CFA). He is Principal at JJG Advisory, LLC, a consulting business, and at Talcott Capital Partners, LLC, an
investor advisory business. He serves on the board of directors of The Hartford Funds Group, Hamilton InsuranceGroup, LTD. and Middlesex Health System, Inc.

Retired CIO of Allied World Assurance Company
Age: 62
Holdings, AG and Retired President of Allied World Director since: 2018
Financial Services Company, Inc.
Independent

Patricia L. Guinn

Business Experience: Ms. Guinn was the Managing Director of Risk and Financial Services and a member of theexecutive leadership team at Towers Watson from 2010 until her retirement in 2015. Previously, she served as a
Member of the Board and the Managing Director of Risk and Financial Services at Towers Watson's predecessor
company, Towers Perrin. Overall, she has over 40 years of experience in the insurance industry. Ms. Guinn is amember of the board of directors of AssetMark Financial Holdings, Inc. and Constellation Insurance Holdings; shechairs the audit committee of each and is a member of the compensation committee of AssetMark. She is an
Association Member of BUPA and advisory board member of EOS Ventura Partners. She previously served on theboard of Allied World Assurance Company Holdings AG. Additionally, Ms. Guinn is a fellow of the Society of Actuaries,
a member of the American Academy of Actuaries and a Chartered Enterprise Risk Analyst.

Retired Managing Director of Risk and Financial
Services at Towers Watson

Age: 69
Director since: 2016
Independent

Hazel M. McNeilage
Business Experience: Ms. McNeilage was the Regional Managing Director, EMEA, for Northern Trust Corporation's
Asset Management division from 2015 to 2018 and a Director of Northern Trust Global Investment Ltd. Prior tojoining Northern Trust, Ms. McNeilage held a variety of roles with Northill Capital Partners from 2012 to 2015,
including interim CEO for one of Northill's affiliates. Prior to that, she spent two years as Head of Funds Management
for QIC, a major sovereign wealth fund based in Australia. From 2001 to 2009 Ms. McNeilage was with Principal
Global Investors, during which she served in leadership positions around the world and was a member of several
boards. Prior to Principal, Ms. McNeilage spent more than a decade with Towers Perrin (now Willis Towers Watson),including a three-year term on its board of directors. Ms. McNeilage received a Bachelor of Science from the
University of Lancaster, England, with majors in Mathematics, Economics, and Operations Research. She is a Fellow of
the Institute and Faculty of Actuaries, a Fellow of the Institute of Actuaries of Australia, and a Board Leadership
Fellow of the National Association of Corporate Directors (U.S.). Ms. McNeilage holds certificates in cybersecurity
from both Carnegie Mellon University and Harvard University. Ms. McNeilage also serves on the Board of Directors ofEverest Group, Ltd. (NYSE: EG).
Retired Regional Managing Director, EMEA of
Northern Trust Asset Management

Age: 67
Director since: 2018
Independent15

George Nichols III

Business Experience: Mr. Nichols currently serves as the President and CEO for the American College of Financial
Services, the nation's largest nonprofit educational institution devoted to financial services. Previously, he spent 17
years at New York Life, holding principal roles in sales, profit and loss, strategic initiatives and public policy. Mr.
Nichols served as executive vice president of Governmental Affairs and was named to the Executive Management
Committee. Prior to joining New York Life, Mr. Nichols was the first Black insurance commissioner for the
Commonwealth of Kentucky, leading the regulation of the Commonwealth's $10 billion insurance industry. Mr.
Nichols sits on the Boards of Republic Bancorp, Inc. and OneAmerica Financial. He currently serves as Chair of theBoard of Trustees for City Year.

President and Chief Executive Officer, The
American College of Financial Services

Age: 63
Director since: 2022
Independent

Stephen O'Hearn (Chair)Business Experience: Mr. O'Hearn was employed by PricewaterhouseCoopers (PwC) for 38 years. He held a variety ofleadership positions including serving as the Global Insurance Leader from 2015 to 2020, during which time he also
served on PwC's financial services leadership team and the firm's extended global leadership team. A trained
accountant, Mr. O'Hearn has 26 years of experience as an audit partner, serving a variety of clients in the financial
services industry, including many of the world's leading insurers, while resident in Milwaukee, Tokyo, New York,
Zurich and Munich, until his retirement from PwC in 2020. Mr. O'Hearn attended The University of Notre Dame,
graduating summa cum laude in 1982. He is a Certified Public Accountant in the U.S. He serves on the Law, Regulation& Resilience Policies Working Group of the Insurance Development Forum, which is a collaboration between theinsurance industry and various governmental organizations, including the United Nations and World Bank, aimed at
improving resilience and narrowing the protection gap. Mr. O'Hearn is also Governor and Chairman of the Audit
Committee of Junior Achievement Worldwide.

Retired Global Leader, Insurance Practice atPricewaterhouseCoopers

Age: 63
Director since: 2020
Independent

Alison Rand

Business Experience: Ms. Rand is the retired Executive Vice President and Chief Financial Officer of Primerica, Inc.
(NYSE: PRI). She joined Primerica in 1995 and held various roles with increasing responsibility and scope in finance,accounting and treasury functions, including tax, financial reporting and analysis, capital management, corporate
strategy, risk management and investor relations. Prior to joining Primerica, Ms. Rand worked in the Audit
department of KPMG LLP. She received a Bachelor of Science in accounting from the University of Florida. Ms. Rand
serves on the board of directors of Regions Financial Corporation (NYSE: RF), and is a member of the Audit andTechnology Committees. She previously served on the board of directors of Warburg Pincus Capital Corporation I-A(NYSE: WPCA). Ms. Rand is also involved in several nonprofit and advisory boards.

Retired Executive Vice President and Chief
Financial Officer of Primerica, Inc.

Age: 56
Director since: 2024
Independent16

Shundrawn ThomasBusiness Experience: Mr. Thomas is the founder and managing partner of The Copia Group, LLC, a private investment
firm. Until June 1, 2022, he was President of Northern Trust Asset Management (NTAM), a leading global investment
manager, and was a member of the executive management group of Northern Trust Corporation, collaborating with
the CEO, board, and executive team to develop and execute corporate strategy and governance. Mr. Thomas holds abachelor's degree in accounting from Florida A&M University, where he graduated magna cum laude and an MBAfrom the University of Chicago Booth School of Business, with concentrations in accounting and finance.

Age: 50
Founder and Managing Partner, The Copia Group,
Director since: 2021
LLC
Independent

Khanh T. Tran
Business Experience: Mr. Tran was the President and Chief Executive Officer of Aviation Capital Group LLC, a global
commercial aviation leasing company until his retirement in 2020. Previously, he spent 25 years with the life
insurance and annuity company Pacific Life, during which time he served in a number of senior executive roles,
including President, Chief Investment Officer, Chief Financial Officer and Treasurer. Mr. Tran graduated from WhittierCollege in Whittier, California, with a Bachelor of Arts (B.A.) in economics and political science. He also has an M.B.A.
with a focus on finance and marketing from UCLA Anderson School of Management. Mr. Tran has served on several
corporate boards, including CIT Group, Inc., Aviation Capital Group LLC, Pacific Life Insurance Company, and Scottish
Re. He is currently a trustee and Chair of the Finance Committee for the Semester at Sea. Mr. Tran is a champion ofleadership, diversity, equity, and inclusion: in 2019, he founded and is currently chairman emeritus of the Orange
County, California chapter of Ascend Leadership, the largest Pan-Asian professional membership organization in
North America, dedicated to driving workplace and societal impact by developing, elevating and increasing Pan-Asian
executive leaders.

Retired President and Chief Executive Officer ofAviation Capital Group LLC

Age: 67
Director since: 2022
Independent

Steven C. Van Wyk

Business Experience: Mr. Van Wyk is the Group Chief Information Officer of HSBC Bank and is based in London. Prior
to joining HSBC in December 2020, Mr. Van Wyk was the Chief Information Officer and Head of Technology &Innovation at PNC Financial Services Group, Inc., where he was responsible for all aspects of technology andinnovation across the bank. Prior to his roles at PNC, Mr. Van Wyk served as CIO of ING Insurance Americas from 2006
to 2007 before becoming CIO/COO of ING Bank and ING Group Amsterdam from 2008 to 2013. From 1996 to 2006,
Mr. Van Wyk served in various roles, including Vice President - Strategic Information Technology, Managing Director,
CIO and COO of the Individual Investor Group of Morgan Stanley. Mr. Van Wyk holds a B.A. in Business Management
and Accounting from Central University of Iowa and is a Certified Public Accountant (CPA), Certified Internal Auditor(CIA) and a Series 27 Financial/Operations Principal.

Age: 65
Group Chief Information Officer of HSBC Bank PLC Director since: 2019
Independent

Board Leadership and EffectivenessWe believe that the diverse composition, leadership experiences and attributes of our Board enhance its effectiveness. Our
directors reflect a diverse set of experiences and skills that are relevant to our industry and long-term business strategy. 92% of themembers of our Board are independent, 42% are female and 42% are racially or ethnically diverse (based on U.S. standards). Women
serve in17

leadership roles as the chair of two of the Board's standing committees and the chairs of two other Board committees are held by
ethnically diverse directors. All the members of our Board stand for election annually.

Board Diversity
The Board believes that directors representing diverse perspectives, skills and experience are essential for ensuring theCompany's long-term success and stability. When evaluating the various qualifications, experiences and backgrounds of nominees, theBoard reviews and discusses many aspects of diversity such as gender, race, national origin, education, professional experience,
geographic representation, ethnicity and differences in viewpoints and skills. To the extent possible, director recruitment efforts include
several of these factors and the Board strives to recruit candidates that enhance the Board's diversity.
In 2023, the Board was awarded the Diversity, Equity, and Inclusion Award in the Mid Cap, Public Company category by the
National Association of Corporate Directors. The award recognizes corporate boards that have improved their governance and created
long-term value for stakeholders by implementing forward-thinking diversity, equity and inclusion practices. The Company waspreviously recognized by the Women's Forum of New York and 2020 Women on Boards (now 50/50 Women on Boards) for theCompany's role in advancing gender parity in the boardroom.

Board Leadership
In recognition of the differences between the two roles and to maximize effective Board leadership, our Company has
maintained the separate positions of Chief Executive Officer ("CEO") and Chair of the Board since we became a public company in 1993.
The Board believes the Board Chair and CEO have distinct responsibilities. The CEO is responsible for setting the strategic direction for
the Company and the day-to-day leadership and performance of the Company.
The Chair of the Board:

•
•
•
•
•
•

provides guidance to the CEO;sets the agenda for Board meetings;
presides over meetings of the full Board;presides at the regularly scheduled executive sessions of the independent directors;
has the duty to advise the CEO of any information needs that the Board may have; andhas the ability to retain legal, accounting or other advisors in connection with executive sessions of the independent directors.

The Board regularly reviews its leadership structure, in light of current corporate governance trends and developments, toensure that the current leadership structure strikes an appropriate balance for the Company and its stakeholders, and promotes thelong-term interests of shareholders. Upon such review, and in light of the Company's 30 year history of having a separate CEO and Board
Chair, the Board continues to believe that the current structure remains in the best interest of the Company and its shareholders.

Director Commitments
Our Corporate Governance Guidelines encourage directors to limit the number of other public company boards on which they
serve, taking into account the requirements of time, participation and attendance that multiple board service entails. Additionally, theBoard encourages directors with full-time employment or other obligations to ensure that they have sufficient time to devote to theBoard in light of their obligations to the Company and their other commitments. The Board believes that all of the nominees are incompliance with this policy.

18

Director Access to Management and to Outside Advisors
Directors have full and free access to officers and employees of the Company. Any meetings or contacts that a director wishes toinitiate may be arranged through the CEO or the Corporate Secretary; provided, that, using such person's best judgment to assure thatany such contact would not be disruptive to the business operations of the Company, a director may contact any officer or employee
directly, if he or she wishes to do so.
The Board and each committee may obtain advice and assistance from outside advisors as the Board or committee may
determine necessary or advisable in connection with the discharge of its duties and responsibilities. Any such advisor may, but need notbe, otherwise engaged by the Company for any other purpose. The Company pays the fees and costs of any outside advisor including,
without limitation, usual and customary expenses and charges, as such compensation shall be determined and agreed by the Board orcommittee.

Board Meetings
The Board of Directors held a total of eighteen meetings during 2023. No director attended fewer than 75% of the meetings ofthe Board and committees on which he or she served during 2023. We do not have a policy with regard to attendance by directors at theAnnual Meeting of Shareholders. Mr. O’Hearn, Chair of the Board, attended the 2023 Annual Meeting of Shareholders.

Board Evaluations and Assessments
The Nominating and Governance Committee supervises the Board's periodic self-evaluation assessment and review of director
independence. The assessment is usually developed internally with a typical structure focused on two sections: an "inward-looking"section, in which directors respond to questions directly relating to their roles on the Board; and an "outward-looking" section, which
involves questions relating to the Board as a whole. After receiving a summary of the assessment results in late August, our Board Chair
conducts individual interviews with each director in September to discuss responses, recommendations and concerns. This also allows
directors an opportunity to raise sensitive subject matters in discussions with the Chair. The Chair then prepares a memo summarizing,
without attribution, the key items identified in the survey and interviews, and leads a discussion at the Board meeting in October where
all directors discuss the findings and develop an action plan to implement desired changes and improvements for the following year.
In certain years, an independent consultant is engaged to perform the assessment. In 2021, an independent consultant was
engaged to conduct the assessment and, at the Board's request, the process included a specific focus on the Board's overall
effectiveness, the functioning of the committees, and the contributions of each of the Board members. It also included development ofinterview questions, observation of Board and committee meetings, individual director interviews (including a peer review component),
individual interviews of the executive management team, individual director feedback on the peer review component and a detailed
final report with specific governance observations and recommendations.

Director and Nominee Independence Determinations
In accordance with our Corporate Governance Guidelines, the Board undertook reviews of director independence in March 2023
and March 2024. During these reviews, the Board received a report from the Company's General Counsel noting that there were notransactions or relationships between the Company or its subsidiaries and any of the non-employee directors, nor any member of suchdirector's immediate family. The purpose of this review was to determine whether any of those directors had a material relationshipwith the Company that would preclude such director from being independent under the listing standards of the New York Stock
Exchange ("NYSE") or our Corporate Governance Guidelines.

19

As a result of this review, the Board affirmatively determined, in its judgment, that each of the non-employee directors are
independent of the Company and its management under the applicable standards. Mr. Cheng, our President and Chief Executive Officer,
is not independent.

Board Committees
The Board of Directors has six standing committees: Audit Committee, Cybersecurity and Technology Committee, Human Capitaland Compensation Committee, Investment Committee, Nominating and Governance Committee and Risk Committee. The Board has alsoorganized a subgroup of directors who meet periodically with members of Company management regarding significant insurance,
reinsurance or other transactions being considered by the Company. The Board periodically reviews the composition of thesecommittees and rotates membership from time to time. Information about committee membership, independence, qualifications, roles
and responsibilities is provided below.

Board Committee Roles & Responsibilities
The Board has adopted written charters for each committee, which are available on our website at www.rgare.com. Each of thecommittees consists solely of directors who have been determined by the Board to be independent in accordance with SEC regulations,
NYSE listing standards and the Company's director independence standards set forth in the Corporate Governance Guidelines. The
following describes the roles, responsibilities and independence standards of each committee:
Audit Committee
Roles and Responsibilities
●
●
●
●
●
●
●
●

Responsible for the appointment, compensation, retention and oversight of the work of our independent auditor.
Oversees our accounting and financial reporting processes and policies and the integrity of our financial statements.
Supervises the adequacy of our internal controls over financial and sustainability reporting and disclosure controls and procedures.
Pre-approves audit, audit-related and non-audit services to be performed by the Company's independent auditor.
Reviews reports concerning significant legal and regulatory matters.
Reviews the plans and performance of our internal audit function.
Oversees the Company's ethics and compliance policies.
Reviews and discusses our filings on Forms 10-K and 10-Q, including the financial information in those filings.

Independence and Financial Literacy●●●

The Board has determined that the members are "independent" within the meaning of Securities and Exchange Commission regulations applicable to audit committees and
NYSE listing standards.
The Board has determined that all of the members have accounting and related financial management expertise within the meaning of NYSE listing standards.
The Board has determined that all the members are qualified as audit committee financial experts within the meaning of Securities and Exchange Commission regulations.

Cybersecurity and Technology Committee
Roles and Responsibilities●●●

Oversees and monitors the technology governance programs and policies, including risk appetite and key risk indicators, established by the Company for identifying, measuring,
mitigating, managing, reporting, and testing cybersecurity, data privacy and technology related business continuity risks.
Reviews and discusses the Company's technology service delivery, including costs and benefits of proposed significant technology projects and initiatives, and training related tocybersecurity, data privacy, and technology related business continuity.
Monitors management's strategy and progress in achieving planned cybersecurity, data privacy and technology related business continuity objectives.

20

●
●

Reviews and discusses with management and, as appropriate, the Board and/or Board committees, the Company's cybersecurity, data privacy, and technology related business
continuity compliance risks, including third party controls and IT-related independent assessments and audits.
Regularly reports to and advises the Board to assist the Board in fulfilling its responsibility for oversight of technology strategy, service deliver and governance.

Independence●

The Board of Directors has determined that all of the Committee's members are independent.

Human Capital and Compensation Committee
Roles and Responsibilities●●●●

Establishes and oversees our general compensation, benefits programs and human capital matters.
Reviews and approves the performance and compensation of the CEO, other named executive officers and members of our senior management.
Sets performance measures and goals and reviews the attainment of goals under performance-based incentive compensation plans.
Oversees key issues, policies and programs relating to the Company's workforce, including recruitment, engagement, retention, development and performance management.

Independence●●

The Board of Directors has determined that all of the Committee's members are independent within the meaning of NYSE listing standards.
For purposes of its independence determination, the Board considered the enhanced independence standards for compensation committees under the Dodd-Frank Wall Street
Reform and Consumer Protection Act of 2010 which are required by the SEC for the listing standards of national securities exchanges.

Compensation Committee Interlocks and Insider Participation●●

The members of the Human Capital and Compensation Committee are not and have never been officers or employees of the Company or any of its subsidiaries.
No executive officers of our Company serve on the board of directors of another company of which a member of our Human Capital and Compensation Committee is an officer.

Investment Committee
Roles and Responsibilities●●●

Assists the Board in connection with its oversight responsibilities for the Company's investment policies, practices, programs, procedures and strategies, including asset, liability
and risk management guidelines, limits and procedures.
Reviews the quality, performance and risk characteristics of the Company's investment portfolios, and the alignment of assets with mandate guidelines, including duration,
designed to align the asset portfolio with corresponding liabilities.
Reviews strategies and policies relating to various categories of securities and other investments, including derivatives, and other tools and capabilities, with material risk
implications.

Independence●

The Board of Directors has determined that all of the Committee's members are independent.

Nominating and Governance Committee
Roles and Responsibilities
●
●
●
●
●
●
●

Develops and implements policies and practices relating to corporate governance.
Reviews and monitors implementation of our Corporate Governance Guidelines and other governance policies.
Identifies individuals qualified to become members of the Board, consistent with the criteria established by the Board; develops and reviews background information on
candidates for the Board; and makes recommendations to the Board regarding such candidates.
Prepares and supervises the Board's annual review of director independence and the performance of self-evaluations conducted by the Board and committees.
Oversees the succession planning process for our CEO, which includes reviewing development plans for potential successors and development and periodic review of theCompany's plans for CEO succession in various circumstances. Evaluates potential internal and external successors for other executive and senior management positions.
Oversees the Company's environmental, social, and governance risks.
Supports the Board in its oversight of sustainability and environmental, social and governance issues and coordinates with other Committees on these topics.

21

Independence●

The Board of Directors has determined that all of the Committee's members are independent within the meaning of NYSE listing standards.

Risk Committee
Roles and Responsibilities●●

Assists the Board with its oversight responsibilities by promoting appropriate practices regarding risk management.
Reviews and oversees management's enterprise risk management programs and policies, and monitors risks relating to the Company's business, operations, compliance,
reputation and ethics.

Independence●

The Board of Directors has determined that all of the Committee's members are independent.

Board Committee Membership
Director

Independent

Pina Albo
Michele BangJohn J. Gauthier
Patricia L. Guinn
Hazel M. McNeilage
George Nichols III
Shundrawn Thomas
Khanh T. Tran
Steven C. Van Wyk

yes
yes
yes
yes
yes
yes
yes
yes
yes

Number of Meetings in 2023

Audit
memberCybersecurity andTechnology

Human Capital andCompensation

Investment

Nominating andGovernancemembermembermembermemberchair
membermemberchair
membermembermembermember

chair

12

6

chair
membermember7

Risk
membermembermembermembermembermember4

memberchair
chair
member4

4

Given their roles as Chair and CEO, respectively, Messrs. O'Hearn and Cheng do not serve on any Board committees. Additionally,
given that she has recently joined the Board, Ms. Rand does not currently serve on any Board committee.

Director Compensation
The Human Capital and Compensation Committee (the "Committee") reviews director compensation periodically andrecommends changes to the Board, when it deems appropriate, based on a variety of factors, including guidance and market
information provided to the Committee by an independent compensation consultant. The Committee also reviews the responsibilities of
directors generally, the responsibilities of Board and committee chairs and market practices. The Board reviews the recommendations of
the Committee and provides final approval for the form and amount of director compensation. Directors who also serve as employees of
the Company do not receive payment for services as a director.
Based on recommendations from Meridian Compensation Partners ("Meridian"), the Committee's independent compensation
consultant, and review and discussion by the Committee in July 2021, director compensation pay levels and program design will be
reviewed every two years, with any adjustments typically taking effect the following year. Meridian analyzed director compensation
programs and pay levels among the Company's peer group and recommended targeted compensation in22

line with the projected median of the peer group. Meridian advised that the Company's director compensation program was generallyaligned with market practices by allocating a majority of director compensation in the form of equity. Meridian recommended, and theCommittee approved a $5,000 increase in the annual equity retainer for the Chair of the Board, effective in May 2023.
Information regarding the retention of Meridian can be found under "Compensation Discussion and Analysis – Executive
Compensation Process – Compensation Consultant" below. Information regarding the 2021 peer companies used to set 2022 director
compensation can be found under "Compensation Discussion and Analysis – Executive Compensation Process – Competitive
Marketplace Assessment" in our Proxy Statement for our 2021 annual meeting of shareholders.

2023 Director Compensation
During 2023, Mr. Cheng and Ms. Manning were the only directors employed by the Company, and the other directors were not
employees of our Company or any subsidiary ("non-employee directors"). During 2023, compensation to our non-employee directors
consisted of the following elements:

2023 Director Compensation Structure
Annual Retainer
Chair of the Board
All other independent directors$215,000$115,000

Committee Chair Additional Retainer
Audit Committee Chair
Cybersecurity and Technology Subgroup Chair
Human Capital and Compensation Committee Chair
Investment Committee Chair
Nominating and Governance Committee Chair
Risk Committee Chair$27,500$22,500$22,500$22,500$22,500$22,500

Subgroup Member Retainer
Transaction Review Subgroup
Cybersecurity and Technology Subgroup1$10,000$10,000

Annual Stock Grants2
Chair of the Board
All other independent directors$285,000$155,000

1This subgroup was converted to a full Board committee in 2023. This retainer will not be paid in 2024.
2Number of shares issued is based upon the fair market value of the stock on the date of the grant.

We also reimburse directors for reasonable out-of-pocket expenses incurred in connection with attending and participating in
Board and Committee meetings and director education programs. The Company also matches charitable donations made by eachdirector in an amount up to $1,500 each year.

232023 Director Compensation
Name

Fees Earnedor Paid in Cash1

StockAwards2

All Other
Compensation3

Total

Pina Albo
Michele BangJohn J. Gauthier
Patricia L. Guinn
Hazel M. McNeilage
Ng Keng Hooi4
George Nichols III
Stephen O'Hearn
Shundrawn Thomas
Khanh T. Tran
Steven C. Van Wyk$115,000$67,500$147,500$152,500$147,500$52,084$125,000$225,000$147,500$147,500$137,500$154,947$—$154,947$154,947$154,947$64,609$154,947$285,033$154,947$154,947$154,947$—$—$1,500$1,500$1,500$—$—$1,500$1,500$1,500$—$269,947$67,500$303,947$308,947$303,947$116,693$279,947$511,533$303,947$303,947$292,447

1. This column reflects the retainer and fees earned in 2023 for Board and committee service. The 2023 cash retainer was paid in May 2023 to all directors,
other than Ms. Bang. Ms. Bang joined the Board effective October 1, 2023 and the cash payment made to her consists of a prorated portion of: (i) the
annual cash retainer and (ii) the annual stock grant to directors, paid in cash rather than equity because of the timing of Ms. Bang joining the Board.
Messrs. Ng and Van Wyk elected to defer their retainers into the Phantom Stock Plan for Directors.

2. This column reflects: (i) the award of 1,072 shares (1,972 shares in the case of Mr. O'Hearn) of common stock on May 24, 2023, at a closing market priceof $144.54. Ms. McNeilage and Messrs. Ng, O'Hearn, and Van Wyk elected to defer their stock awards under the Flexible Stock Plan for Directors into thePhantom Stock Plan for Directors.
3. This column reflects director participation in the Company's Matching Gifts program which supports eligible participants in their personal philanthropic
and charitable giving by providing a limited dollar-for-dollar match (up to $1,500 per calendar year).
4. Mr. Ng served as a director until May 2023 and did not stand for re-election at the 2023 annual meeting of shareholders. He received a pro rata portionof the annual cash retainer and annual stock award.

2024 Director Compensation
In July 2023 Meridian analyzed director compensation programs and pay levels among the Company's peer group andrecommended targeted compensation in line with the projected median of the peer group. Meridian advised that the Company's
director compensation program was generally aligned with market practices. Meridian recommended, and the Committee approved thefollowing changes to Director Compensation for 2024:••••

a $10,000 increase in the annual cash retainer for directors other than the Chair of the Board;a $10,000 increase to the annual equity retainer for directors other than the Chair of the Board;
a $7,500 increase to the annual Committee Chair retainer for the Audit Committee; anda $2,500 increase to the annual Committee chair retainer for the Cybersecurity and Technology, Human Capital andCompensation, Investment, Nominating and Governance, and Risk Committees.

No compensation changes were made for the Chair of the Board for 2024.

24

Board Risk Oversight
Overview
The Company encounters a variety of risks as an inherent part of serving our clients' needs, including risks related to insurance,
investments, capital, liquidity, personnel, reputation, strategy and operations. Given the nature of the Company's business and theinherent risks associated with our operations, effective risk management is of significant importance to our overall operations. We havedesigned an Enterprise Risk Management ("ERM") Program and related policies in order to monitor, evaluate and manage the principal
risks the Company assumes in its business activities. The Company's primary objective is managing our business, and the associatedrisks, in order to balance serving the interests of our clients, their policyholders and customers, regulatory bodies, our investors, ouremployees and other relevant constituencies. We strive to manage our business in a safe and responsible manner to fulfill our purposeof making financial protection accessible to all.
The Board is responsible, and has an active and ongoing role, for overseeing the management of the Company's most significant
risks, including setting the types and levels of risk the Company is willing to take, and holds senior management accountable for
implementing the ERM Program. This oversight is exercised by the full Board, as well as each Committee and subgroup, primarily
through its Risk Committee. The Risk Committee receives regular reports and assessments from senior Company management, who is
responsible for the day-to-day identification, assessment and monitoring of the risks the Company faces. The Company's Global Chief
Risk Officer reports to the President and Chief Executive Officer and has direct access to the Board through the Risk Committee, withformal reporting occurring quarterly. Management reports describe the Company's key risk exposures and include quantitative andqualitative assessments and information about breaches, exceptions and waivers from the ERM Program.
While the full Board retains oversight of risk, it also utilizes its committees to oversee particular areas of Company risk. Allocationof oversight responsibility to a particular committee is determined based on the expertise of committee members, the overall level ofCompany risk and other factors evaluated by the Board for each category of risk. Committee chairs regularly report to the full Board
regarding specific categories of risks discussed during committee meetings. Issues related to risk that are brought to the attention of thefull Board may be addressed in several ways, including the establishment of a focused subgroup tasked with addressing the issue, or the
Board may request that senior management more frequently address the issue with the full Board. In 2023, the Board approved theconversion of the Cybersecurity and Technology Subgroup to a full Board committee. The following table summarizes each committee's
general responsibilities for risk oversight:

25

Board Committee Risk OversightCommittee of the Board
Audit

Areas of Risk Oversight

Additional Information

Accounting, legal, financial reporting and compliance risks.

Reviews reports on ethics and compliance matters each quarter relating toaccounting, financial and sustainability reporting and internal control risks; assists
in monitoring, controlling and minimizing the Company's major financial risk
exposures.

Cybersecurity andTechnology

Oversees and monitors the technology planning, strategy, programs and policies,
Risk related to cybersecurity, data privacy and technology including risk appetite and key risk indicators, established by the Company for
identifying, measuring, mitigating, managing, reporting, and testing cybersecurity,
related business continuity risks.
data privacy, and technology related business continuity risks.

Human Capital and Compensation

Risks relating to the Company's workforce, including incentive Oversees the management of human capital and compensation risks, including
compensation plans, recruitment, retention and performance executive retention and recruitment and employee development, performance
management.
management and pay equity.

Investment

Reviews the quality, performance and risk characteristics of the Company's
investment portfolios, strategies and policies relating to securities and otherinvestments with material risk implications.

Financial and investment risks.

Nominating and Governance

Risks associated with corporate governance, sustainability and Oversees risks related to governance matters such as board leadership andsuccession planning, refreshment, development and independence;
ESG, the independence of the Board of Directors, leadership structure,
supports the Board in oversight of sustainability and ESG strategy, coordinating
development and director and CEO succession planning.
with other committees on these topics.

Risk

Reviews, oversees, monitors and, when appropriate, approves the Company's
Program and related policies and strategies; monitors established risk limits
Oversight of all Company risks, as well as enterprise risk ERM
and consults with management on risk identification, measurement andmanagement and assessment.
monitoring processes and programs, including climate change and other impacts
on strategy and reputation.

The Board established the Transaction Review subgroup to have focused risk oversight responsibility over significant insurance,
reinsurance or other transactions. It is comprised fully of independent directors and liaises with management to review significant
transactions to ensure alignment with the Company's strategies and risk philosophies.
Given the long-term nature of the Company's business, the Board, its committees and subgroup, and management regularly
evaluate risk over the short-, intermediate-, and long-terms in line with the ERM Program. The ERM Program establishes the principles
used to effect risk management enterprise-wide, and also provides clarity on the roles and activities across the Company. The Company
utilizes a rating system that reflects the nature of the risk and changes in risks over time, that quantifies those risks (to the extent
applicable) and evaluates the effects of the risk mitigants available to the Company. Management also utilizes a risk rating system tocategorize audit findings and risk incidents to help allocate internal resources and track remediation efforts. In monitoring these
remediation efforts, the Company tracks and evaluates the effectiveness of risk mitigations that it implements. The Company and its
management participate in industry bodies and consult with external experts as needed to help analyze and classify Company risks.
The Company completes regular reviews of its risk environment, including formal reviews by the Board and its committees attheir regularly scheduled meetings. Internal risk committees composed of senior management personnel also meet several times per
year to review risks within the purview of each such committee. Additionally, the Company undertakes a thorough annual process in thefollowing areas:• Review, from both "bottom-up" and "top-down" perspectives, to identify new or rapidly evolving risks and necessary preventive
or remedial actions.

• Risk culture survey measuring the health of the Company's risk culture.
• Review of risk limits.
26• Own Risk and Solvency Assessment, which summarizes the results of the Company's analysis of its current and future risks and isreported to certain U.S. insurance regulators.

Executive Compensation Risks
The Human Capital and Compensation Committee (the "Committee") oversees risks associated with our compensation policies
and practices. The Committee keeps in view the Company's long-standing culture of incremental continuous improvement and sustained
long-term shareholder value creation, and ensures that the design of the Company's compensations plans adequately reflect thisculture. Our compensation program is structured so that a considerable amount of our incentive-eligible employees' compensation istied to the long-term health of the Company. We avoid the type of disproportionately large annual incentives that could encourage
employees to take risks that may not be in our shareholder's long-term interests, and we weight management's incentive compensation
toward profitability and long-term performance. We believe this combination of factors best encourages our executives and other
employees to manage the Company in a prudent manner with a focus on increasing long-term shareholder value. Furthermore, as
described in "Compensation Discussion and Analysis" below, the Committee may exercise full discretion and include subjective
considerations in its incentive compensation decisions.
While a significant portion of our executive compensation plan is performance-based, we do not believe that our program encourages
excessive or unnecessary risk-taking. Informed risk-taking is a fundamental and necessary part of our business, and the Committee
focuses on aligning the Company's compensation policies with the Company's long-term interests and avoiding short-term rewards for
management decisions that could pose long-term risks to the Company. The following policies and practices emphasize the Committee's
focus on balancing appropriate risk-taking with reward:

Compensation Risks
Risk Balancing Practices and Policies●●

Annual Bonus Plan●●

The ABP aligns annual cash compensation with our short-term business strategies and the targets reflect our short-term goals for adjusted operating income
per share, strategic scorecard, new business embedded value and annual adjusted consolidated revenue.
The Committee sets award levels with a minimum level of performance that must be met before any payment can be made.
To further reduce any incentives for unnecessary risk-taking, we cap the payout of these awards at 200% of the target and the Committee has discretion toadjust up or down an ABP payment, if appropriate.

●

Our performance contingent share ("PCS") grants are a three-year performance-driven incentive program that reinforces our intermediate-term strategic,
financial and operating goals.

●

●

●

Stock Appreciation
Rights

ABP awards are either based solely on Company results or on a combination of Company, business unit and/or individual performance.

●●

Performance
Contingent Awards

Our Annual Bonus Plan ("ABP") is designed to reinforce our pay-for-performance culture by making a significant portion of management's annual compensation
variable.

The Committee sets award levels with a minimum level of performance that must be met before any payment can be made.
To further ensure that there is not a significant incentive for unnecessary risk-taking, we cap the payout of these awards at 200% of target.
2022 and 2023 grants were determined by Company financial performance over a three-year period, based on (i) three-year average adjusted return on equityand (ii) three-year book value per share, excluding accumulated other comprehensive income, growth rate. Results may be modified up or down by no morethan 10% based on three-year relative total shareholder return.
We believe that Stock Appreciation Rights ("SARs") provide an appropriate vehicle for providing long-term incentives to management because of the economic
tie to shareholder value.

●

Annual grants of SARs allow us to reward the achievement of long-term goals and are part of our strategy to achieve an appropriate balance between theoverall risk and reward for short, intermediate and long-term incentive opportunities.

●

The vesting schedule for SARs grants is four years, 25% of which vests at the end of each year. Upon vesting, the SARs become exercisable by recipients in theequivalent value of unrestricted shares of common stock.

27

●

Our annual restricted stock units ("RSUs") are a three-year time vested incentive award with final value tied solely to the Company's stock price, fully vesting at
the end of such three-year period. Upon vesting, RSUs are settled in the equivalent value of unrestricted shares of common stock.

Restricted Share Units●

Share Ownership
Guidelines

We use RSUs to balance the performance-based elements of our long-term incentive plan and to better align our award mix with the external market.

●

Our share ownership guidelines require members of senior management to hold a specified number of shares of Company stock which is based on a multipleof base salary tied to the level of their role and responsibility in the organization.

●

Share ownership requirements ensure that our senior management has a significant amount of value tied to long-term holdings in Company stock and aligntheir interests with those of our shareholders.
NYSE Executive Compensation Recoupment Policy●

In 2023, the Company adopted a new policy in order to comply with New York Stock Exchange listing standards adopted pursuant to the Dodd-Frank Wall Street
Reform and Consumer Protection Act and related SEC regulations (the "NYSE Executive Compensation Recoupment Policy").

●

The NYSE Executive Compensation Recoupment Policy applies by its terms to all current and former executives who are or were "officers" of the Company as
defined in SEC Rule 16(a)-1(f).

●Executive
Compensation
Recoupment Policies

Executive Compensation Recoupment Policy●●

Our Executive Incentive Recoupment Policy permits the Company to recoup all or a portion of incentive awards paid to certain executives upon the occurrenceof certain recoupment events.
Such events include: (i) a financial restatement due to the material noncompliance with any financial reporting requirement under the federal securities laws;(ii) receiving an incentive award based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria (in eachcase of (i) and (ii), resulting from the intentional misconduct or gross negligence of the executive); (iii) causing injury to the interests or business reputation of
the Company or of a business unit whether due to violations of law, regulatory sanctions or otherwise and (iv) a material violation of the Company's Code of
Conduct.

●

The Committee has express authority to interpret and administer the policy, implement various remedies based on the circumstances triggering therecoupment and make all determinations with respect to the policy in its sole discretion, including determining what executives are covered.

●

We use a combination of performance metrics in determining our executives' performance-based compensation that motivate our executives to achieve
performance that is in line with the best interests of the Company and our shareholders.

●

By using a variety of performance metrics in our compensation programs, we mitigate the risk that our executives would be motivated to pursue results withrespect to one performance measure to the detriment of the Company as a whole.

Combination of
Performance Metrics

Independent
Compensation
Consultant

The Company is required to clawback any amount of incentive compensation erroneously paid to the officer as a result of a restatement of the Company's
financial statements (including up to three years prior to the restatement). Recoupment is required from the officer irrespective of whether the restatement
was the result of any act or omission of the officer.

The Committee benefits from its use of an independent compensation consulting firm which provides no other services to the Company.
●

Sustainability Risks
Our Company and Board believe that creating long-term value for our shareholders implicitly requires executing sustainablebusiness practices and strategies that include consideration of environmental, social, and governance impacts by the Company as well as
how such sustainability considerations impact the Company. Strong governance, effective management systems and robust controls arecore to the Company. We strive to govern the Company in a sustainable manner that recognizes such matters are integral to our longterm operational goals and strategies.
The Board and its committees play an active role in oversight of the Company's sustainability transparency, policies, strategy andgoals, including community engagement, environmental sustainability of operations, the role of sustainability in investment decisions,and diversity, equity and inclusion programs. The Board recognizes that healthy communities, sustainable operations, an inclusive anddiverse workforce and responsible investment and data practices are important for the long-term success of the Company, and that wehave a responsibility to support these issues and that these factors can provide RGA with risks and opportunities. The Board delegatesoversight of relevant sustainability issues to its committees, with support from the Nominating and Governance Committee.
The Company's 2022 Sustainability Report (released in June 2023) offers additional information across the areas of: Business
Ethics & Responsible Practices; Responsible Investment Approach; Sustainable Innovation for Social Impact; Culture of Care; andEnvironmental Stewardship. Our Sustainability Report can be found in the Investor section of our website at https://investor.rgare.com.

28

The contents of our Sustainability Report and related supplemental information are not incorporated by reference into this proxystatement or in any other report or document we file with the SEC.

Environmental Risks
Climate change risk is actively monitored with regards to our investment portfolio and potential impacts on mortality andmorbidity. While the long-term impacts of climate change for the Company and our clients are subject to a variety of influences, as partof the ongoing monitoring and updating of the Company's risks and exposure to anything that might change underlying mortality andmorbidity trends, scenario reviews and planning are undertaken for climate-change related events. The Company utilizes information
derived from those scenario reviews and other sources to help inform the public of the challenges of climate change through research
articles available on our website.
The Company is committed to operating in an environmentally responsible manner and strives to be a good steward of theenvironment. In 2022, the Company made the commitment to become net-zero in its scope 1 and scope 2 emissions globally by the endof 2026. Our headquarters, based in Chesterfield, Missouri, was constructed in line with LEED Gold requirements. The building was
designed to be highly energy efficient and includes a variety of environmental features such as a state of the art HVAC and window shadesystem, a sophisticated building automation system, rain water collection system, and the landscaping was designed with native grasses
and plants to minimize the use of irrigation. Many of the Company's other offices around the globe are located in buildings withenvironmental certifications.
Over the past few years we have undertaken a number of other initiatives that exemplify our commitment to the environment,
including reducing our paper consumption and implementing a robust recycling and waste reduction and/or single-use plastics reduction
programs, not only at our headquarters, but at many of our leased facilities, as well.

Social Risks
As a leading global life and health reinsurer, the way we operate, the work we do, and the support we provide to our local
communities can all be traced to a desire to extend and improve the individual lives we touch, whether directly or through our businessand community partners.
Human Capital Initiatives. The Board and the Company's senior management are committed to fostering a diverse and inclusive
workplace that respects and embraces all of our employees. We strive to understand one another by providing a safe environment
where individuals may share their stories and ideas, where learning is encouraged and one feels accepted and supported in our
differences. We believe that diversity across the Company makes us more innovative, creative and enables us to fulfill our purpose - tomake financial protection accessible to all.
The Company's aim is to evolve RGA workplaces and the communities in which the Company has a presence into more diverse,
equitable and inclusive environments. In alignment with our 5-year business plan, our global strategy is focused in four areas:••••

Talent. To foster a workforce representing the local markets we serve and to strengthen a culture that promotes equity andopportunity for all;Communities & Partnership. To advance diversity in the communities where we work, and within the financial services andinsurance industries, through partnerships and philanthropy;
Accountability & Measurement. To share progress against clearly established benchmarks and key performance measures thatenable the enterprise to achieve meaningful progress; andInclusive Workplace. To ensure employees are valued, feel a sense of belonging, are respected for their differences, and areencouraged and supported to reach their full potential.

29

The Company has undertaken many initiatives throughout 2023 to promote diversity, equity and inclusion within the Company.
As a result of our achievements in these initiatives as demonstrated in the table below, we have seen improvement in representation in(i) women in Vice President and above roles throughout the world and (ii) people of color employed in the United States.
Highlights of actions taken in 2023 to improve diversity and promote equity and inclusion within the Company include:
•

•
•
•

•

Developing and implementing a diversity recruitment plan to improve inclusion in our talent acquisition practices, diversify
sources of qualified talent, increase diverse applicant slates and improve the quality and diversity of candidates interviewed byhiring managers for mid-level management and above roles.
Expanding education to mid-level managers with the roll-out of inclusive leadership adding to efforts to raise consciousness of
implicit bias.
Continued promoting more transparency of initiatives and targets by broadly sharing our aspirational goals, demonstrating ourcommitment to our human capital initiatives.
Launching several new Employee Resource Groups ("ERGs"). These groups provide a forum for diverse talent to engage andprovide input and feedback to help strengthen a culture of inclusion. We launched an ERG Referral campaign to leverage the
network of our employees, yielding stronger participation.
Increased scholarships provided through the RGA Foundation, with many participants belonging to under-represented
populations pursuing careers in data science, actuarial science, technology or medical-related disciplines.

The Company is committed to gender and racial pay equity for all employees and has completed its sixth annual pay equity
study. As in years past, the Company engaged an external consulting firm specializing in pay analysis to conduct the study, whichanalyzed the pay of all U.S. employees and all of our employees working at non-U.S. locations with more than 50 employees(representing approximately 93% of RGA's employees worldwide). The study analyzed the average base salary, base salary plus target
bonus, and base salary plus target bonus plus target long-term incentive (LTI) (where applicable) of females to males in comparable
roles. The following are key findings from the 2023 study:••

For all Company locations with 50 or more employees, when comparing pay levels for those in roles in the same Global Career
Framework level and Job Family Group, the average female-to-male pay ratio is 98.4% for base salary and 98.0% on both a basesalary plus target bonus and base salary plus target bonus plus target LTI basis.
In the United States, when using the same comparisons, the average non-Caucasian-to-Caucasian pay ratio is 101.5% across all
three measures.

Human Capital Management. The Board believes that human capital management and succession planning, including diversity,
equity and inclusion initiatives, are critical to the Company's success. Our talent is our key point of differentiation in the market and afoundation of our success. Our investment in attracting, retaining, developing and motivating key talent is vital to the creation andprotection of the Company's long-term shareholder value and is a high priority for our Board.
We seek to retain our employees through our culture and by delivering an exceptional employee experience, specifically we offer
competitive compensation and benefit programs focused on wellbeing and create meaningful development experiences and mobility forour talent across the enterprise. We must continue to attract, develop and retain top talent to continue producing innovative solutions
for clients and delivering on our purpose. Our focus on employee retention has resulted in a three-year average annual voluntary
attrition rate of 7.2% globally.
The Board's involvement in leadership development and succession planning is ongoing and the Board provides input on
important decisions in these areas. The Board, the Human Capital and Compensation Committee and the Nominating and GovernanceCommittee oversee these areas and are30

regularly updated on past performance of key talent indicators for the overall workforce, including recruiting, attrition, engagement anddiversity, equity and inclusion.
For additional information on human capital management, refer to Item 1 of the Company's financial statements in the Form 10K for the year ended December 31, 2023, as filed with the SEC.
Charitable Giving and Volunteerism. We embrace our responsibility as a corporate leader in the communities in which we live
and work. The Company participates in philanthropic activities relevant to our business and linked to our mission, vision and values. The
Company and its employees regularly contribute to local, national and regional non-profit organizations that promote health, well-being,financial protection, and support for education in fields that expand the diversity of the talent pool entering the insurance industry. The
Company makes contributions directly, but also a portion of those donations come from our Matching Gift Program, which enables
employees to donate to the charity of their choice. We also encourage employee volunteerism with employee Volunteer Time Off,partnering with community service organizations to provide opportunities for employees to donate time and talents to assist neighbors
in need.
The Company's charitable foundation, the RGA Foundation, participates in charitable giving activities worldwide in the cities andregions where we are an active member of the community and in causes relevant to our business and linked to our mission, vision andvalues. The RGA Foundation funds charitable grants related to priority areas, which include advancements in health, longevity, medical
and mathematical education, community programs and disaster relief.
The Company is a co-founder of the Longer Life Foundation, a non-profit corporation, with Washington University in St. Louis.
Each year, the Longer Life Foundation provides grants to support innovative independent research by scientific, medical and publichealth experts working to make discoveries that will improve long-term mortality, enhance longevity and promote healthier lives.
In the two decades since its inception, the Longer Life Foundation has funded more than 150 research projects, many of which
expanded clinical knowledge in fields as diverse as longevity, genomics, obesity, older-age cognition, heart disease and cancer. Morethan 170 publications by foundation-funded researchers have been published in peer-reviewed scientific journals. The Longer LifeFoundation is distinctive as an academic-corporate initiative to support fully independent research, the results of which are published forthe benefit of the entire medical community.
The Longer Life Foundation advisory group comprises diverse university physicians and researchers, as well as medical directors
and underwriting experts from the Company and other life insurance organizations; these individuals evaluate grant proposals and makerecommendations to the foundation's Board of Governors for approval.
Industry Advancement. We believe strongly in the power of shared knowledge. Our employees are known industry-wide forleadership in industry organizations. The Company regularly releases research to advance the understanding of risk and improve theactuarial, underwriting, and claims disciplines.
Data Privacy & Information Security. Our Board recognizes the importance of maintaining the trust and confidence of our clients,
business partners and employees. As part of its objective, independent oversight of the key risks facing the Company, the Board devotes
significant time and attention to data privacy, data and systems protection, including cybersecurity and information security risks. The
Board's Cybersecurity and Technology Committee oversees and monitors the technology planning, strategy, programs and policies,
including risk appetite and key risk indicators, established by the Company for identifying, measuring, mitigating, managing, reporting
and testing cybersecurity, data privacy and technology-related business continuity risks.
In 2021, the Company established a Data and Analytics Ethics Framework and Guiding Principles and an oversight board to guideand oversee emerging issues in data and analytics ethics. This31

framework and board enhance the Company's ability to make ethical decisions about how data and analytics processes should be used
to protect personal data and avoid unfair discrimination or improper use of data beyond what local regulations might dictate.

Responsible Investing
We believe that business opportunities must be evaluated alongside the social and environmental challenges facing our world.
This approach not only supports RGA's mission and purpose, but it also makes good, long-term business sense. RGA integrates a definedenvironmental, social, and governance investment philosophy into investment decisions to reflect company values and to promote thelong-term health and financial security of communities and the environment. These issues increasingly influence traditional risk factors
and can have significant impacts on long-term sustainability and resilience. Since its approval in 2021, this investment philosophy is
being integrated into all of our investment decisions to reflect our company purpose, values, commitments, and belief that we have a
responsibility to care for the long-term health and financial security of diverse communities and the environment.
We outlined this philosophy for all stakeholders with the publication of our 2022 Sustainability Report, in alignment with the
Task Force on Climate-related Financial Disclosures' ("TCFD") framework for corporate reporting on climate-related risks andopportunities. The report defines sustainability criteria within investment strategies, such as incorporating sustainability within bondinvesting and analyzing sustainable value in real estate investments and presents RGA's approach to responsible investing for sustainable
development. The philosophy and goals outlined in the Sustainability Report, which included reducing the carbon intensity of thecorporate bond portfolio and engaging with issuers on their sustainability efforts and increasing investments to support sustainable
development goals, were reflected in the Investments team's activities in 2023. In 2021 we made progress toward our carbon intensity
reduction. During 2022 we developed tools and methods for portfolio decomposition to better understand the sources of the carbon
intensity on a portfolio, sector and individual level. In 2023, we were able to expand emission data coverage to nearly all of ourcorporate bond portfolio. By monitoring forward looking indicators of carbon risk our investment process of decarbonization has become
more robust.

Political Contributions
We have established policies and procedures governing the political activities of the Company and the political action committeesponsored by our Missouri operating company, RGA Reinsurance Company. Due to our position as a leading U.S.-based reinsurer in the
global life and health reinsurance industry, we actively follow state, federal and international legislation and regulation. On both thestate and federal levels, we actively participate in lobbying in the interest of protecting the rights of reinsurance companies and in the
pursuit of staying competitive in global markets. Internationally, we work with our trade associations to follow and address issues
regarding market access and trade, data transfer and other issues that impact the manner in which we do business in foreign
jurisdictions.
Like many large organizations, we have a federal political action committee, created and administered under applicable federallaw. RGA Reinsurance Company sponsors the RGA Reinsurance Company Federal Political Action Committee ("RGA PAC"), a non-partisan
PAC formed under the federal election laws, which makes contributions to individual candidates pursuant to federal election laws. In
appropriate circumstances the RGA PAC may also make contributions to the federal political action committees of industry tradeassociations in which the Company participates. All contributions are made with the Company's strategic goals in mind and are intended
to support candidates and issues that are important to the Company and our clients.
The board of the RGA PAC is comprised of Company employees who are members of the RGA PAC. The RGA PAC board regularly
reviews the Company's political and lobbying policies and reports of political contributions. The RGA PAC board is advised of theCompany's ongoing political strategy as it

32

relates to overall public policy objectives for the next year and provides guidance to the RGA PAC. The RGA PAC files contributions andexpenditure reports with the Federal Elections Commission, pursuant to federal regulations.
Under United States federal law, the Company may not contribute corporate funds or make in-kind contributions to candidates
for federal office or to national party committees. In addition, our Code of Conduct ensures that no Company funds or assets are used
for any candidate or nominee for political office, or for any political party or committee, except in compliance with specific Company
policies and all applicable laws and regulations. When permitted, the Company makes political contributions to insurance andreinsurance trade associations that are permitted to contribute to individual candidates at the state level who understand the issues
most important to us and our clients. We are generally not permitted to make political contributions to candidates for public office inforeign countries and therefore we do not make any such contributions.

Other Governance Matters
Governance Policies
We believe that sound principles of corporate governance are a key element of our business, and the Board of Directors is deeply
involved in providing continuing insight and clarity into our governance process. We expect all directors, officers and employees to
conduct business in compliance with the various corporate governance documents and policies we have implemented and we survey
compliance on an annual basis.
We have adopted the following governance policies and guidelines:
•
•
•

•

a Code of Conduct, which applies to all employees and officers of the Company and its subsidiaries;
a Directors' Code of Business Conduct and Ethics, which applies to directors of the Company and its subsidiaries;a Financial Management Code of Professional Conduct, which applies to our President and Chief Executive Officer, Chief Financial
Officer, Corporate Controller, primary financial officers in each business unit and all professionals in finance and finance-related
departments; andCorporate Governance Guidelines, which applies to the entire Company.

We intend to satisfy any disclosure obligations under Item 5.05 of Form 8-K by posting on our website information about
amendments to, or waivers from, any provision of the Financial Management Code of Professional Conduct that applies to our President
and Chief Executive Officer, Chief Financial Officer or Corporate Controller.
The Board of Directors has also adopted charters for the Audit, Cybersecurity and Technology, Human Capital and Compensation,
Investment, Nominating and Governance, and Risk Committees, as well as the Transaction Review subgroup.

Certain Relationships and Related Person Transactions
The Company does not have any agreements, transactions or any relationships with related persons such as directors, nominees,
executive officers or immediate family members of such individuals. At least annually, we review all relationships between the Company
and our directors and executive officers and their immediate family members to determine whether such persons have a direct orindirect material interest in any transaction with us.
Our Global Legal Services staff is primarily responsible for developing and implementing processes and controls to obtain
information from the directors, nominees and executive officers with respect to related person transactions. If such a transaction arose,
our Global Legal Services staff would

33

determine, based on the facts and circumstances, whether we or a related person has a direct or indirect material interest in thetransaction. As required under SEC rules, related person transactions that are determined to be directly or indirectly material to us
would be disclosed in the proxy statement or other SEC filings.
The Board has adopted a policy as part of its Corporate Governance Guidelines that requires advance approval by the Board
before any of the following persons knowingly enter into any transaction with the Company or any of our subsidiaries or affiliates
through which such person receives any direct or indirect financial, economic or other similar benefit or interest. The individuals coveredby the policy include any:
• director;• nominee for director;• executive officer;• holder of more than 5% of our common stock;• immediate family member of such a person, as that term is defined in the policy; and•organization or charitable entity affiliated with such person or any immediate family member of such person.
Transactions covered by the policy include any contract, arrangement, understanding, relationship, transaction, contribution or
donation of goods or services, but excludes transactions with any charitable entity or organization affiliated with a director, nominee fordirector, executive officer, 5% security holder or any immediate family member of such a person if the amount involved is $2,500 or less.
At this time, the Company is not involved in any transactions that would be covered by this policy.

Director Orientation and Continuing Education
Each new director participates in an orientation program which includes, among others, meetings with other Board members
and our executive officers to become familiar with the Company's strategic plans, business segments and corporate functions, significant
financial, accounting and risk management issues, and compliance and ethics programs and policies. New directors also meet with theCompany's internal and independent auditors.
In addition, each director is expected to maintain the necessary level of expertise to perform the responsibilities of a director.
Each director is encouraged to participate in periodic continuing education programs to assist the director in maintaining the necessarylevel of expertise. The Company maintains a director portal of information, which includes considerable resources for director
professional development and a calendar of major events for virtual and in-person programs.

Communications with the Board of Directors
Any shareholder who wishes to communicate with any of the Company's directors, the Chair of the Board, committee chairs, orthe independent directors as a group, may mail correspondence to the attention of the General Counsel and Secretary at theheadquarters of the Company. The process for communicating with the Board requires that the Secretary make a record of the receipt ofany such communications. All appropriate communications will be delivered to the specified recipient(s) in a timely manner.

34

Compensation Discussion and Analysis
Our executive compensation program is designed to attract, motivate and retain senior level employees who direct and lead ourbusiness and to appropriately reward these individuals for their contributions to the business. Our Board of Directors has delegated to
the Human Capital and Compensation Committee (the "Committee") the authority to establish and oversee our general compensation
program, review the performance and approve the compensation of our President and Chief Executive Officer and review and approvethe compensation of the members of our senior management, including the named executive officers. The Committee also reviews andapproves this Compensation Discussion and Analysis ("CD&A") for inclusion in this Proxy Statement. During 2023, the Committee
consisted of Mses. McNeilage (Chair) and Albo, and Messrs. Nichols and Thomas. Mr. Ng also served on the Committee until he retired
from the board in May 2023.

Overview of Compensation Practices
2023 Named Executive Officers
Choosing the right leadership for the Company is among the Board's most important responsibilities and both the Board and theCommittee are committed to ensuring the Company's leadership team has the right talent, with compensation programs aligned to ourstrategy and pay aligned to performance and the creation of long-term shareholder value. For 2023, our named executive officers wereas follows:
2023 Named Executive Officers
Name

Title

Anna Manning
Todd C. Larson
Tony Cheng
Leslie Barbi

President and Chief Executive Officer until January 4, 2023, and Chief Executive Officer thereafter
Senior Executive Vice President, Chief Financial Officer
Executive Vice President, Head of EMEA, Asia and Australia until January 4, 2023, and President thereafter
Executive Vice President, Chief Investment Officer
Executive Vice President, Head of U.S. and Latin American Markets until July 18, 2023, and Executive Vice President, Head of RGA
Americas thereafter

Ronald Herrmann

Ms. Manning retired on December 31, 2023, and Mr. Cheng assumed the role of Chief Executive Officer on January 1, 2024.

Our Compensation Philosophy and Objectives
The philosophy and objectives of our executive compensation programs are to:••••create incentives that will focus executives on, and reward for, increasing long-term shareholder value;
reinforce our pay for performance culture by making a significant portion of compensation variable and based on Company andbusiness unit performance;align the long-term financial interests of our executives with those of our shareholders through equity-based incentives and bybuilding executive ownership in the Company; andprovide competitive total compensation opportunities that will attract, retain and motivate high-performing executives.

35

Compensation Program Practices
We have designed our compensation program to drive performance toward achievement of our short, intermediate and longterm goals and to increase long-term shareholder value, while appropriately balancing risk and reward. We regularly review our program
to incorporate appropriate compensation practices, which currently include the following:
What We Do
Pay-for-Performance. We have a pay-for-performance executive compensation structure that provides an appropriate mix of short, intermediate and long-term performance incentives,

ü with emphasis on the creation of shareholder value. Our executive compensation is closely aligned with financial performance because the majority of the total compensation for our
executives is earned only upon the achievement of corporate, business unit and/or individual performance goals. Other than base salary, we do not provide any fixed compensation.

Use of Multiple Financial Performance Metrics. Our incentive compensation programs utilized multiple financial performance metrics, including adjusted operating income per share,ü new business embedded value and adjusted operating revenue for our Annual Bonus Plan and adjusted operating return on equity and book value per share excluding AOCI for our
Performance Contingent Shares. These financial metrics are focused on performance and creation of long-term shareholder value.

Compensation Benchmarking with Reference to Median. The Committee reviews publicly available information of peer companies to evaluate how our named executive officers'

ü compensation compares to executives in similar positions at other companies and considers that information when establishing compensation. In most markets, we align our executive
compensation target levels with the market median to retain current talent and attract new talent.

üCompensation Recoupment Policies. In 2023, we adopted a new NYSE Executive Compensation Recoupment Policy to comply with NYSE listing standards. The NYSE Executive
Recoupment Policy requires the Company to clawback certain incentive compensation paid to certain current or former Company officers if the Company is required to restate any of its
financial statements, irrespective of whether the restatement was the result of an act or omission by such officer. We also maintain an Executive Incentive Recoupment Policy which
permits the Company to recoup all or a portion of an incentive award paid to certain executives upon the occurrence of certain recoupment events set forth in the policy. We haveincorporated the provisions of both policies into our Flexible Stock Plan and award agreements.
Stock Ownership Guidelines. To further align the long-term interests of our executives and our shareholders, we have robust stock ownership requirements for our executive officers.

ü For additional information, see "Stock Ownership - Other Securities Ownership Information - Executive Stock Ownership Guidelines."üüüü

Independent Compensation Consultant. The Committee benefits from its use of an independent compensation consulting firm which provides no other services to the Company.
Committee Discretion. The Committee has discretion to increase, reduce or eliminate any Annual Bonus Plan incentive award.
Programs Designed to Manage Dilution Efficiently. We design our long-term incentive programs to manage dilution through the use of stock-settled stock appreciation rights.
Shareholder Value. We design our equity compensation programs to appropriately balance short, medium and long-term focus on key drivers of shareholder value creation.

36

What We Don't Do
X

No U.S. Employment Contracts. We do not have any employment or contractual pre-employment severance agreements for our U.S. named executive officers and we only offer limited
benefits on termination of employment.

X

Limited Perquisites. We do not offer our executives personal benefit perquisites, such as aircraft, cars or apartments and we do not reimburse our executives for personal benefit
perquisites such as club dues or other social memberships, except in some foreign countries where such perquisites are required to maintain a local competitive position.

X

No Preferential Payments. We do not pay preferential or above market returns on executive deferred compensation.

X

Limited Benefits Upon Change in Control. We have limited benefits upon change in control and our Flexible Stock Plan does not require that awards automatically accelerate upon achange in control.

X

No Repricing of Grants. Our Flexible Stock Plan prohibits repricing for underwater stock options and stock appreciation rights.

X

No Golden Parachutes or Gross-Ups. We do not have any golden parachute agreements or tax gross-ups for severance payments with our executives.

X

No Speculative Trading. Our Insider Trading Policy prohibits employees and directors from short-selling Company securities, and strongly discourages the use of standing and limit orders
or any other transaction where there is no control over the timing of purchases or sales which could result in a trade occurring at a time when the employee is aware of material nonpublic information or otherwise not permitted to trade.

X

No Hedging. Our Insider Trading Policy prohibits employees, officers and directors from engaging in hedging or monetization of Company securities, which can be accomplished througha number of possible mechanisms, including through the use of financial instruments such as prepaid variable forward contracts, equity swaps, collars and exchange funds.

X

Pledging and Margin Accounts Prohibited. Our Insider Trading Policy prohibits employees, officers and directors from holding Company securities in a margin account or otherwise
pledging Company securities as collateral for a loan.

Say on Pay Feedback from Shareholders
A primary focus of the Committee is whether the Company's executive compensation program serves the best interests of theCompany's shareholders. At the Company's 2023 Annual Meeting, 95% of votes cast on the proposal approved the compensation
program described in the proxy statement for that meeting.

2023 Say on Pay Votes
Percentage of Votes Cast in Favor of "Say on Pay"95%
At the Company's 2022 Annual Meeting, 62% of votes cast on the proposal approved the compensation program described in
the proxy statement for that meeting. As a result, the Company engaged in the extensive shareholder outreach efforts described in last
year's proxy statement to obtain feedback from our shareholders. We adjusted our compensation structure and disclosures in light ofthat feedback. Prior to 2022, shareholder feedback on Say on Pay at our previous annual meetings was uniformly positive as reflecting in
the following table:

37

Say on Pay Votes (2012-2021)
Annual Meeting Year

Percentage of Votes Cast in Favor of "Say on Pay"

2021
2020
2019
2018
2017
2016
2015
2014
2013
2012

95%
98%
98%
98%
98%
98%
98%
97%
99%
96%

Ten Year Average

97.5%

As part of its ongoing review of our executive compensation program, the Committee took the shareholder feedback into
consideration, along with an overall review of the compensation program, when making compensation decisions for 2023 and 2024. As
described in the "Item 2 - Shareholders' Advisory Vote on Executive Compensation" section above, we are asking our shareholders toapprove the compensation of the named executive officers as disclosed in this Proxy Statement, including this "Compensation Discussion
and Analysis" and the "Compensation Tables". This non-binding vote is not intended to address any specific item of compensation, butrather the overall compensation of the named executive officers and the policies and practices described in this Proxy Statement.
The Board and the Committee value the opinions of our shareholders and to the extent there is any significant vote against thenamed executive officer compensation as disclosed in this Proxy Statement, we will carefully consider those shareholders' concerns
when making future compensation decisions for the named executive officers and will evaluate whether any actions are necessary toaddress those concerns.

Compensation Pay Mix
The following graph demonstrates 2023 target compensation pay mix by elements* for each of our named executive officers:38

*Calculation excludes pension and retirement benefits.

39

Five Elements of Compensation and 2023 Actions
Compensation Elements
Our compensation program consists of the following five elements:
Element

1.

2.

3.

4.

5.

Base Salary

Annual Bonus
Plan

Performance
Contingent
AwardsStock BasedAwards

Form

Cash

Cash

Key Features●

The only fixed compensation element, intended to attract and retain top talent.

●

Generally, we target base salary around the median of our peer companies, but this varies with individual skills, experience,
responsibilities, performance and location.

●

Represents 19.4%* of the average named executive officer target total compensation for 2023.

●

Serves as an annual performance incentive to achieve established business goals.

●

Tied to one or more of the following factors: overall Company performance, performance of the participant's division or business unit
and individual performance.

●

Performance goals established in the first quarter of each year with financial goals of each business unit aligning to corporate goals.

●

Payouts range from 0% of target payout to 200% of target payout, depending on performance.

●

The Annual Bonus Plan company-wide objectives were measured using the following components: (i) adjusted operating income pershare; (ii) strategic scorecard; (iii) new business embedded value and (iv) annual adjusted consolidated revenue. The strategic scorecard
is an assessment of performance in four focus areas for 2023: alternative capital; Creation Re; cybersecurity and data loss prevention;
and DEI. See page 43 for a description of those components.

●

Represents 28.5%* of the average named executive officer target total compensation for 2023.

●

Serves as a performance incentive to achieve established intermediate-term financial measures and align our executives' interests withthose of our shareholders.

●

Performance goals established at the beginning of each three-year cycle and fully vest after three years.

●

Payouts range from 0% of target payout to 200% of target payout, depending on Company performance.

●

For 2022 and 2023 awards, the Company measured financial performance over a three-year period, consistent with historical practice.
Performance is based on (i) three-year average adjusted return on equity and (ii) three-year book value per share, excluding accumulated
other comprehensive income, growth rate. Results may be modified up or down by a maximum of 10% based on three-year relative total
shareholder return. Targets established for the 2022 grant were adjusted for impacts of Long-Duration Targeted Improvements ("LDTI")
under new GAAP accounting rules effective January 1, 2023.

●

For the 2023 PCS grants, PCS represents 100% of the long-term compensation grant for the CEO, 75% for the President and 60% for allother named executive officers.

●

Performance contingent awards represented 38.3%* of the average named executive officer target total compensation for 2023.

●

Intended to motivate performance, promote appropriate risk-taking, align our named executive officers' long-term interests withshareholders' interests and promote retention.

●

Stock appreciation rights vest 25% per year, on December 31 of each year.

●

Restricted Share Units cliff-vest after a three year period.

●

Restricted share units represented 5.6%* of the average named executive officer target total compensation for 2023.

●

Stock appreciation rights represented 8.2%* of the average named executive officer target total compensation for 2023.

●

Intended to provide a competitive level of post-employment income as part of a total rewards package that supports our ability to attract
and retain key members of our management.

●

In the U.S. there are two types of plans: qualified plans and non-qualified plans.

EquityEquityRetirement and Deferred CashPension Benefits●●

Qualified plans are provided to eligible employees up to specified maximum amounts as determined by federal tax authorities.

●

Non-qualified plans are provided to eligible employees who earn compensation above the maximum amounts established byfederal tax authorities.

Hong Kong retirement and pension benefits are split between: (i) a mandatory provident fund where employees and employer
contribute up to a maximum amount and (ii) a supplementary fund for compensation in excess of the maximum amount applicable tothe mandatory provident fund benefit.

*Calculation excludes pension and retirement benefits. Average percentages are rounded.

40

The performance contingent awards and the stock-based awards described above collectively form the Company's long-term
incentive ("LTI") plan. For 2023, the LTI was allocated as follows:•••

100% PCS for Ms. Manning;
75% PCS and 25% SARs for Mr. Cheng; and60% PCS, 20% RSUs and 20% SARs for all other named executive officers.
The structure of the 2023 LTI award for Ms. Manning took into consideration that 2023 was to be her last year as Chief Executive

Officer.

Compensation Element #1 - Base Salary
The Committee begins its annual review of base salary for the named executive officers and senior management throughdiscussion with the CEO on the previous year's expectations and achievements for each executive and their pay histories. In addition, theCommittee references the base salary pay levels as compared to similar roles at our peer companies. The annual base salarydeterminations for executives are typically effective in the first quarter of each year. Adjustments to base salary are made periodically torecognize competitive changes, personal performance or change in position or responsibilities.
In determining the base salaries of our named executive officers, the Committee considers internal equity, tenure, individual
performance and our compensation compared to that of our peer companies, as well as published surveys. The Committee also
considers recommendations submitted to it by our Chief Executive Officer for the other named executive officers.
The Committee reviewed and approved the below base salaries for 2023, as follows:

2023 Named Executive Officer Base Salaries
Name

Base Salary

Percentage Increase

Anna Manning
Todd C. Larson
Tony Cheng1
Leslie Barbi
Ronald Herrmann$1,100,000$700,000$750,000$625,000$650,000

6.8%
3.7%
17.5%
4.2%
3.2%

1

Increase reflects Mr. Cheng's promotion to President.

Compensation Element #2 - Annual Bonus Plan
All full time and part time employees were eligible to participate in our 2023 Annual Bonus Plan ("ABP"), which provides annual
cash incentive compensation based on one or more of the following factors: the Company's overall performance, the performance of theparticipant's division, business unit or department and individual performance during the previous year. Under the ABP, participants may
receive a cash bonus each year. Actual payouts are capped at 200% of target.
The ABP award is designed to serve as a short-term incentive. The target-level performance goals established by the Committee
are intended to require substantial efforts by our management team toward our strategic goals, while at the same time they areintended to be within reach if such efforts are made and provide additional rewards for extraordinary achievement. The Committee
establishes ABP objectives for the Company before the end of the first quarter each year and determines results and awards in Februaryof the following year.
In March 2023, the Committee approved the performance goals and business criteria for the named executive officers under the
ABP for 2023, including the minimum, target and maximum ABP

41

opportunities, as a percentage of base salary, as described below. The performance goals the Committee established were meant torequire substantial efforts by our management team toward our strategic goals, but at the same time they were intended to be withinreach if such efforts are made, and also provide additional rewards for extraordinary achievement. We believe that goals that are too
difficult to attain would not have the effect of providing appropriate incentives.
The targets established by the Committee reflect our annual goals for these metrics. The allocation of ABP awards between
individual, business unit and overall Company performance varies for each participant and is based on his or her job responsibilities. In
general, allocations for business unit, departmental and individual performance are weighted more heavily for employees with lessoverall Company responsibility. In contrast, allocations for the Company's overall performance are weighted more heavily for senior
executives because their roles involve greater Company-wide responsibility. Awards are based on a specific target percentage of salary,which varies for each participant. Based on these criteria, the Committee approves a list of senior management participants, which
includes (as applicable) individual incentive and/or business unit or division allocations, a minimum performance level that must be met
before any payment can be made, as well as a target and a maximum.
Business unit results are based on each business unit's financial performance metrics. While we intend to tie individual
performance to clearly articulated and objective measures, it is necessary and at times prudent for management to use a certain degreeof discretion in evaluating individual results. We consider business unit and individual performance when evaluating total compensationand may from time to time establish a specific ABP allocation for a particular business objective or project. The types of individual
performance that may be taken into consideration include contributions toward revenue growth, earnings per share, return on equity
capital, expense management, operational activities, risk management or product or client development, as well as items such as
progress toward achievement of strategic goals, leadership capabilities, development of staff or progress on major projects in which theindividual holds a key role.
In 2023, a Cyber Mindset goal was established to reinforce the criticality of data loss prevention and data protection and reflect
the Company's increased focus on cybersecurity. The Cyber Mindset goal contained three metrics linked to ongoing Company-wide"phishing" simulations and timely notifications of terminations, all to further the Company's protection against cybercriminals and otherbad actors. Results were measured at both Company and business unit or department levels. Every employee of the company except for
Ms. Manning and Mr. Cheng had an ABP allocation for the Cyber Mindset goal in 2023.
The following metrics were used to measure the Company's 2023 overall performance in the Annual Bonus Plan:
1. Adjusted Operating Income Per Share (Weight: 50%). Adjusted operating income per share is our net income per share fromcontinuing operations less realized capital gains and losses and certain other non-operating items.
In some circumstances, we modify the calculation of Adjusted Operating Income Per Share for purposes of the ABP to exclude
standard adjustments. Standard adjustments vary from year to year and may have a net positive or negative impact on our results. The
Committee has the discretion to amend compensation payable under the ABP and the Committee may exercise such discretion to
reduce ABP compensation if it believes Company financial results do not appropriately represent Company performance and efforts or if
payment would be misaligned with shareholder interests. We believe this creates better market alignment with the ABP design.
At the time metrics were approved, the Committee provided for adjustment of variable investment income (“VII”) outside a
range of -50% to +50% of VII expected in our 2023 financial plan. As 2023 VII was within this range, no adjustment for VII was made.

42

2. Strategic Scorecard (Weight: 25%). The Strategic Scorecard is an annual assessment of accomplishments and progress on
strategic non-financial goals in recognition of their importance to protecting, supporting, and enhancing the Company's brand, client
partnerships, regulatory position, and other organizational objectives. It has an overall weight allocation of 25% of the Company ABP,
with the individual goal weighting as detailed below:

Strategic Scorecard Components
Component

WeightDefinition

Alternative Capital

25%

Creation Re

25%

Cybersecurity and Data
Privacy

25%

This goal focuses on identifying and sourcing alternative capital as needed through a variety of methods to support RGA's growth ambitions,provide capital use flexibility, and maintain RGA's capital efficiency.
Recognizes high quality business that grows the underlying insurance market, increases penetration through the new use of reinsurance or
increases our share of the reinsurance available.
Build out capabilities & deliver on initiatives to continue to mitigate risks associated with cybersecurity or data privacy events and to bringour current measures in line with expected tolerances. Manage cyber risk, build a culture of privacy and security, and protect RGA's financial
interests, brand, image, and client partnerships.

Diversity, Equity, andInclusion

25%

Implement our DEI Strategy to evolve RGA workplaces, specifically our talent practices, and the communities in which RGA has a presence
into more diverse, equitable and inclusive environments.

The Strategic Scorecard categories and Company performance in each category were evaluated on a 1-5 scale, with "3" asmeeting expectations, "1" as fully missing expectations, and "5" as fully exceeding expectations. The Committee determined an overall
performance result for each goal and the total scorecard based on input from management and all Board members. The Committee's
recommendation also required endorsement from the Board.
3. New Business Embedded Value (Weight: 15%). New business embedded value ("NBEV") is a measure of the value of the
profits expected to emerge from new business net of the cost of supporting capital. NBEV is a forward-looking calculation that reflects
the lifetime value created through new business sales.
4. Adjusted Consolidated Revenue (Weight: 10%). Annual adjusted consolidated revenue is total revenues earned by theCompany less any excluded transactions undertaken for capital management or risk management purposes during the annual
performance period.
We also modify the calculation of Adjusted Consolidated Revenue for purposes of the ABP to exclude standard adjustments.
Such standard adjustments vary from year to year and may have a net positive or negative impact on our results. For 2023, standard
adjustments involved premiums related to single premium pension risk transfer transactions ("PRT").
The following table describes the adjustment to 2023 Adjusted Consolidated Revenues, for the purposes of ABP:

Adjusted Consolidated Revenue Calculation(USD Millions)2023

Adjusted Consolidated Revenues, as reported
Less PRT Premium Exclusion
Adjusted Consolidated Revenues for ABP Purposes$$

The following table describes 2023 ABP performance measures and results:

43

18,567.0
1,447.0
17,120.0

2023 Annual Bonus Plan
Performance Measures and Goals

WeightMinimum

TargetMaximum

Numerical Results

Payout Percent

50.0%$12.10$15.13$18.15$19.88100.0%

3.63

32.9%

$1,020.00

30.0%$17,120.0

9.1%

Adjusted Operating Income Per Share1

80.0%
25.0%

Strategic Scorecard

15.0%

New Business Embedded Value

120.0%

1.00

3.00

5.00

0.0%

100.0%

200.0%$370.00$658.00$945.00

55.0%
10.0%

Adjusted Consolidated Revenue

145.0%$15,703.0$17,448.0$19,193.0

90.0%

110.0%

Payout171.9%

1

See "Use of Non-GAAP Financial Measures" on page 86 for reconciliations from GAAP figures to adjusted operating figures.

The following table describes the minimum, target and maximum ABP opportunities for the named executive officers (as apercentage of base salary) as approved by the Committee in November 2022, and the actual ABP payments for 2023 performance, as
approved by the Committee in February 2024:

2023 Individual Annual Bonus Plan Results
Name

ABP Threshold1

ABP Target1

ABP Maximum1

Anna Manning3

100%
65%
75%
100%
50%

200%
130%
150%
200%
100%

400%
260%
300%
400%
200%

Todd C. Larson4
Tony Cheng5
Leslie Barbi6
Ronald Herrmann7

Target ABP Award in
Actual ABP
Dollars
Percentage of Target2$2,200,000$910,000$1,125,000$1,250,000$650,000

171.9%
166.2%
171.9%
174.0%
200.0%

Actual ABP Payment$3,782,574$1,512,581$1,934,269$2,174,600$1,300,000

1Expressed as a percentage of base salary.
2 The weighted average of the Company-specific ABP financial performance metrics for 2023 performance was 171.9%
3Ms. Manning had ABP allocations based 100% on overall Company results.
4Mr. Larson had ABP allocations based 50% on overall Company results, 45% based on departmental results (Finance) and 5% based on Cyber Mindset results for Finance and Corporate

Development departments, as well as individual performance.
5Mr. Cheng has ABP allocations based 100% on overall Company results.
6Ms. Barbi had ABP allocations based 50% on overall Company results, 45% on departmental results (Investments) and 5% on Cyber Mindset results for Investments, as well as individual
performance.
7Mr. Herrmann had ABP allocations based 50% on overall Company results 45% on business unit results (US Markets) and 5% Cyber Mindset results for US Markets, as well as individual
performance. Mr. Herrmann's 2023 ABP result was adjusted upward at the discretion of the Committee, based on the recommendation of the CEO, to account for the assumption of additional
responsibilities during 2023.

Compensation Element #3 - Performance Contingent Awards
Our Performance Contingent Awards are part of a performance-driven incentive program under our Amended & RestatedFlexible Stock Plan ("Flexible Stock Plan"). The Flexible Stock Plan provides for the grant of performance contingent shares ("PCS"), stock
options, stock appreciation rights ("SARs"), restricted stock, restricted stock units ("RSUs") and other stock-based awards, as well as cash
awards, to our employees. Executives in leadership or senior management roles, or who are considered top subject matter experts
within our Company, participate in this program.
Our PCS program represents a significant portion of target compensation for our named executive officers and for other senior
executives. The PCS grants are designed to allow us to reward the achievement of specific corporate financial performance goals withequity that is earned on the basis of Company performance.

44

We implemented our performance contingent award program because we believe it is consistent with our pay-for-performancecompensation philosophy and achieving the financial performance necessary to increase shareholder value. We believe that the PCS
grants require management to focus on growth and return on equity, while the SARs and RSUs are designed to focus attention on
accomplishment of longer-term goals and the creation of long-term shareholder value.
The Committee annually evaluates the appropriate mix of pay elements in comparison to the market to remain competitive inour compensation practices and to best support our strategy. We also annually review the performance metrics to ensure they
accurately align compensation with our intermediate-term goals and make changes or adjustments to such metrics when appropriate.
The Committee sets award levels with a minimum level of Company performance that must be met before any payment to theindividual can be made, as well as a target and a maximum. We use linear interpolation to determine the percentage of the target when
performance falls between the minimum, target or maximum performance levels. If we do not meet minimum performance goals,
payouts under the awards will not be made. If we exceed those performance goals, payouts under the award can be as much as 200% of
the targeted award opportunity. As the Committee considers the financial objectives for a particular performance period, targets are set
at amounts or ranges that are generally consistent with our publicly disclosed growth rate goals. The Committee believes that
achievement of the targets will require a high level of financial and operating performance and the goals and ranges established for all
PCS grants are challenging but achievable.
PCS grants are not treated as outstanding shares until the performance results over the three-year performance period are
calculated and payouts under the awards are made as determined and approved by the Committee. Payouts are made in common stock.
Payment is also contingent upon the participant's employment status with the Company at the end of the three-year performance
period.
As discussed below under "Executive Compensation Process - Competitive Marketplace Assessment," the Committee determines
a target total compensation package for our named executive officers based on an analysis of competitive market conditions and overall
Company performance. All participants are required to maintain an acceptable level of performance to be eligible to receive equity
incentive awards.
2021-2023 PCS Awards
For the 2021-2023 PCS program, the Committee established specific financial performance metrics for each of 2021 and 2022,with 2023 serving as an additional time vesting period. PCS grants prior to 2021 measured financial performance over a three-year
period, but due to the COVID-19 pandemic, uncertain business environment and the inability at the time to reasonably determine
metrics for a three-year plan given the pending implementation of LDTI in 2023, the Committee altered the measurement period for the2021 grants only.

45

2021-2023 PCS Performance Metrics (Measured in each of 2021 and 2022 only)
Component

WeightAdjusted Operating Return on
Equity1

33.5%

Adjusted Operating Income1

33.5%

Book Value per Share,
Excluding AOCI1

33.0%

Definition
This metric is is calculated as adjusted operating income for the applicable year divided by average adjusted stockholders' equity.
Adjusted stockholders' equity represents total stockholders' equity excluding accumulated other comprehensive income. The averageof adjusted stockholders' equity will use monthly data points during the one-year evaluation period.
This metric is calculated for the applicable year as net income excluding substantially all of the after-tax effect of net investment
related gains and losses, changes in the fair value of certain embedded derivatives and related deferred acquisition costs, any net
gain or loss from discontinued operations, the cumulative effect of any accounting changes occurring after the targets have been
established, and other items that management and the Committee believes are not indicative of the Company's ongoing operations.
This metric is defined as adjusted stockholders' equity for the applicable year divided by the end of period outstanding shares of theCompany's common stock. Adjusted stockholders' equity represents total stockholders' equity excluding accumulated othercomprehensive income ("AOCI"). Book value per share and adjusted stockholders' equity excluding AOCI are non-GAAP financial
measures.

1

See "Use of Non-GAAP Financial Measures" on page 86 for reconciliations from GAAP figures to adjusted operating figures.

In February 2023, the Committee reviewed the results for the 2021 and 2022 performance periods and determined: (i) for 2021,
Adjusted Operating Return on Equity and Adjusted Operating Income did not meet minimum threshold levels and Book Value per Share,
Excluding AOCI exceeded target; and (ii) for 2022, Adjusted Operating Return on Equity, Adjusted Operating Income and Book Value per
Share, Excluding AOCI exceeded their respective targets. The following table describes the goals established in March 2021 and actual
results:

2021-2023 Performance Contingent Share Metrics
2021 Performance Measure
Adjusted Operating Return on Equity1
Adjusted Operating Income1 ($M)
Book Value Per Share, Excluding AOCI1
2021 Total Result

2022 Performance Measure
Adjusted Operating Return on Equity1
Adjusted Operating Income1 ($M)
Book Value Per Share, Excluding AOCI1
2022 Total Result

WeightThresholdTargetMaximum

ActualPayout Percent

33.5%
33.5%
33.0%

2.7%
$258.2$122.185.7%$516.3$135.757.2%$645.4$142.540.08%($80.5)$139.53

0%
0%
51.4%
51.4%

WeightThresholdTargetMaximum

ActualPayout Percent

33.5%
33.5%
33.0%

7.9%
$675.0$129.939.4%$900.0$144.37

10.9%$1,125.0$151.5910.3%$986.1$146.22

55.1%
46.3%
41.4%
142.9%

1

See "Use of Non-GAAP Financial Measures" (pre-LDTI adoption) on page 91 for reconciliations from GAAP figures to adjusted operating figures.

The total performance factor for the 2021-2023 PCS performance metric was 97.2% which represents the average of the 2021
and 2022 results. The third year of these grants represents time vesting only and payouts were made in the first quarter of 2024.
2022-2024 PCS Awards
In March 2022, the Committee eliminated the Adjusted Operating Income metric from PCS grants to remove overlap with thesame metric in the Annual Bonus Plan. The Company uses two remaining metrics to measure PCS performance — three-year book value
per share, excluding AOCI, growth (50%) and average operating return on equity (50%). Additionally, the Committee added a Relative
Total Shareholder Return modifier to PCS awards, recognizing both the prevalence of relative total shareholder return metrics among theCompany's peers and the importance of measuring the46

Company's performance against its peers. The Committee believes the addition of this modifier better aligns the Company's long-term
incentive compensation program with market practices and reflects broader competition for investor capital. As such the metrics for PCS
grants for the 2022-2024 performance period are:2022-2024 PCS Performance Metrics
Component

WeightDefinition

Book Value per Share,excluding AOCI, Growth("BVPS Growth")1

50.0%

BVPS Growth for each Performance Cycle is defined as the average of the annual growth rates in book value per share, excluding
AOCI, for each year in the performance cycle.

50.0%

Average ROE for each Performance Cycle is defined as the average "Adjusted operating return, excluding standard adjustments, on
equity (ex AOCI) - trailing 12 months" for each of the three years of the Performance Cycle. Standard adjustments identified are
actuarial assumption reviews (e.g., mortality, morbidity, and lapse assumption changes and their impact on reserves and the carrying
value of deferred acquisition costs), variable investment income outside of a range of -50% to +50% of income on these investments
included in the three-year plan, and integration costs or other adjustments related to merger and acquisition activity. Standard
adjustments represent a positive or negative impact to adjusted operating income.

Average Operating Return on
Equity ("Average ROE")1
1

See "Use of Non-GAAP Financial Measures" on page 86 for reconciliations from GAAP figures to adjusted operating figures.

The Company's Relative Total Shareholder Return ranked against an established group of companies modifies the results of theabove metrics up or down by a maximum of 10%. The established group of companies is different from the Company's generalcompensation peer group and includes life and health insurance peers that respond similarly to the macroeconomic environment.
Companies in this group are: Aflac Incorporated, American Equity Investment Life Holding Company, Brighthouse Financial, Inc., CNO
Financial Group, Inc., Globe Life Inc., iA Financial Corporation Inc., Lincoln National Corporation, Manulife Financial Corporation, MetLife
Inc., Primerica, Inc., Principal Financial Group, Inc., Prudential Financial, Inc., Sun Life Financial Inc., and Unum Group.
The Committee may remove a company from the established group due to events that have a substantial impact on its business,
including bankruptcy, insolvency, merger or similar events that significantly change the operational scope of the company.
The target grants reflected significant uncertainty regarding future development of the COVID-19 pandemic, the response
thereto and related impacts on expected Company performance. At the time of these grants, the COVID-19 Omicron variant was in its
emergent phase and longer-term population or industry projections were not generally available. The Company modeled a range ofpotential population impacts for 2022, 2023 and 2024 with assumptions about infection rates, lethality and vaccination protection.
Population impacts were translated based upon the Company's exposures and the material prior period claims impacts to theCompany's operations. The Company estimated that it incurred approximately $1.4 billion and $310 million of COVID-19 related impacts
for the year ended December 31, 2021 and the first quarter ended March 31, 2022, respectively.
Additionally, pursuant to the terms of these grant agreements the Committee was required to adjust the target metrics for
impacts of the implementation of LDTI under new GAAP accounting rules effective January 1, 2023. The following table describes thegoals established in March 2022, as adjusted for impacts of LDTI:

2022-2024 Performance Contingent Share Metrics
Performance MeasureBook Value per Share, excluding AOCI, Growth ("BVPS Growth")1
Average Operating Return on Equity ("Average ROE")1
1

WeightMinimum

TargetMaximum

50.0%
50.0%

2.4%
6.2%

4.7%
8.8%

5.9%
10.1%

See "Use of Non-GAAP Financial Measures" on page 86 for reconciliations from GAAP figures to adjusted operating figures.

47

2023-2025 PCS Awards
In March 2023, the Committee established the targets and ranges for the following PCS performance measures: (i) three-year
adjusted operating return on equity and (ii) three-year book value per share, excluding AOCI, growth. These results may be modified up
or down by a maximum of 10% based on three-year relative total shareholder return. These measures were set for the period beginningin 2023 at levels that are consistent with our intermediate term-goals for each measure. The performance period for the 2023 PCS grantbegan on January 1, 2023, and will end on December 31, 2025.

2023-2025 Performance Contingent Share Metrics
Performance MeasureBook Value per Share, excluding AOCI, Growth ("BVPS Growth")1
Average Operating Return on Equity ("Average ROE")1

WeightMinimum

TargetMaximum

50.0%
50.0%

5.0%
9.5%

7.0%
11.0%

9.0%
12.5%

1

See "Use of Non-GAAP Financial Measures" on page 86 for reconciliations from GAAP figures to adjusted operating figures.

2023 PCS Awards
Name

Number of PCS Granted

Anna Manning1
Todd C. Larson
Tony Cheng
Leslie Barbi
Ronald Herrmann

53,1308,804
11,182
5,421
4,229

1

Ms. Manning's 2023 long-term incentive compensation was weighted 100% to PCS.

Compensation Element #4 - Stock Based Awards
Stock Appreciation Rights
Stock Appreciation Rights ("SARs") are granted annually under our Flexible Stock Plan to executives in leadership or senior
management roles, or to employees considered top subject matter experts within the Company. The number of SARs granted annually isbased on the grant recipient's position and level of responsibility within the Company. The Committee considers compensation data of
our peer companies and published surveys in determining the total target compensation, inclusive of SARs granted to our named
executive officers and other participants. We believe this program focuses participants on our strategic and financial goals while aligning
our executives' interests with those of our shareholders and promoting retention. For more information on our peer companies, see"Executive Compensation Process - Competitive Marketplace Assessment."
The vesting schedule for SARs grants is four years, 25% of which vests on December 31 of each of the four years. The grant valueof a SAR is equal to the NYSE closing price of the Company's common stock on the grant date of the award (i.e., the date of the MarchCommittee meeting at which the Committee approves the grants), multiplied by a Black-Scholes Model factor (which calculates thecurrent economic value of a SAR using assumptions that include exercise price, the term of the award, a risk-free rate of interest,
dividend yield and observed market volatility). Upon vesting, the SARs become exercisable by recipients and upon exercise are settled inunrestricted shares of common stock. The SARs expire 10 years after the grant date.
48

In March 2023, the Committee approved the 2023 annual Stock Appreciation Rights ("SARs") awards for our named executive
officers and other company executives. The vesting schedule for the annual SARs grant is four years (vesting 25% at the end of eachyear). We made these grants because we believe that SARs are an appropriate vehicle for providing long-term value to participantsbecause of the alignment to long-term shareholder value. The SARs granted on March 9, 2023 have a strike price of $138.34, which was
the closing price of our stock on the date the grants were approved. See "Compensation Tables - Executive Compensation Tables - Grantsof Plan-Based Awards in 2023" for a description of the 2023 annual SARs grants.
The following table describes the 2023 annual SARs awards for the named executive officers, granted on March 9, 2023:

2023 SAR Grants
Name

Number of SARs Granted

Anna Manning1
Todd C. Larson
Tony Cheng
Leslie Barbi
Ronald Herrmann—
8,602
10,924
5,297
4,131

1Ms. Manning's 2023 long-term Incentive compensation was weighted 100% to PCS, and thus she did not receive any SARs for 2023.

Restricted Stock Units
The Company grants restricted stock units ("RSUs") to executives in leadership or senior management roles, or to employees
considered top subject matter experts within our Company under our Flexible Stock Plan. The number of RSUs granted annually is basedon the grant recipient's position and level of responsibility within the Company. The Committee considers compensation data of our peer
companies and published surveys in determining the total target compensation, inclusive of RSUs, granted to our named executive
officers and other participants. We believe this program aligns our executives' interests with those of our shareholders and promotes
retention. RSUs vest on December 31st of the third year from grant. Upon vesting, the RSUs are settled in unrestricted shares ofcommon stock.
In March 2023, the Committee approved the 2023 annual Restricted Share Unit ("RSU") awards for our named executive officer
and other company executives. The cliff-vesting schedule for the annual RSU grant is three years from January 1, 2023. The RSU awards
will fully vest for individuals employed with the Company on December 31, 2025 and pay out in shares of the Company's common stock.
The following table describes the 2023 annual RSU awards for the named executive officers, granted on March 9, 2023:
49

2023 RSU Grants
Name

Number of RSUs Granted

Anna Manning1
Todd C. Larson
Tony Cheng2
Leslie Barbi
Ronald Herrmann

—
2,935
—
1,807
1,410

1

Ms. Manning's 2023 Long-Term Incentive compensation was weighted 100% to PCS, and thus she did not receive any RSUs for 2023.
Mr. Cheng's 2023 Long-Term Incentive compensation was weighted 75% to PCS and 25% to SARs, and thus he did not receive any RSUs for 2023.

2

Compensation Element #5 - Retirement and Pension Benefits
We recognize the importance of providing comprehensive and cost-effective employee benefits to attract, retain and motivate
employees. We offer our executives market competitive retirement programs as described below, including defined contribution savings
plans, traditional defined benefit and hybrid defined benefit pension plans and an executive deferred savings plan. Because our named
executive officers are residents of or previously accrued benefits in the United States, Canada and Hong Kong, we have described thebenefits in those jurisdictions below.

Qualified and Registered Plans - U.S.
Savings Plan. U.S.-based employees of the Company may participate in a qualified 401(k) plan and make pre-tax, Roth and aftertax elective deferrals to the plan ("Savings Plan"). Employees may contribute up to the maximum allowed by the U.S. Internal Revenue
Code. In compliance with the U.S. Internal Revenue Code for 2023, contributions to the Savings Plan cannot be made on cash
compensation in excess of $330,000 and employee contributions were limited to a maximum of $40,500 ($22,500 plus an additional$7,500 for those 50 years of age and older, plus $10,500 in after-tax contributions). The Company provides matching contributions onelective deferrals up to 5% annually, as well as a 5% fixed employer contribution for employees hired in 2020 or later. Employees hired
before 2020 receive a 2% fixed employer contribution at year end in addition to the 5% match.
Pension Plan. U.S. based employees, including certain named executive officers, participate in the RGA Performance Pension Plan("Pension Plan"), a qualified defined benefit plan. The Pension Plan is a widely available retirement plan for all full-time employees hired
before January 1, 2020, and is intended to provide a source of income for employees during retirement. The Pension Plan provides a"Performance Pension Account Benefit," that is generally defined as a lump sum account balance payable on or after termination of
employment. The account balance may be converted to an actuarial equivalent annuity benefit. Employees hired before January 1, 2020are eligible to participate in the pension plan and accrue benefits under the Performance Pension Account Benefit (subject to the age
and service requirements required by the plan to begin participation). Employees hired on or after January 1, 2020 are not eligible toparticipate in the Pension Plan.

Non-qualified and Supplemental Plans - U.S.
Non-qualified Augmented Plan. The Company's Augmented Benefit Plan ("Augmented Plan") is designed to restore benefits
unavailable in the qualified Savings Plan and Pension Plan due to IRS compensation limitations for qualified plans, which was $330,000
for 2023. The Augmented Plan provides U.S. based executives at the vice president level and above benefits based on an employee's
annual cash compensation, in accordance with the Internal Revenue Code. The Augmented Plan provides executives the opportunity toreceive employer matching, employer non-elective contribution50

credits, and additional pension plan credits without regard to qualified plan limitations imposed by the IRS.
The Augmented Plan has two components: a 401(k) Savings component and a Pension component. All contributions to theAugmented Plan are made by the Company. The matching contribution credits in the 401(k) Savings component of the Augmented Planare only made if an employee's compensation for the year has not otherwise been matched with a credit in the Executive Deferred
Savings Plan. The investment fund alternatives in the savings portion of the Augmented Plan are identical to the options in the qualified
Savings Plan, except the Augmented Plan includes a fixed rate option, which offers a fixed interest rate set at the beginning of the plan
year. The Company does not pay above-market or preferential earnings, compensation or returns under the Augmented Plan or any
other plan. Distributions from the Augmented Plan cannot be made until the participant is no longer employed by the Company.
Non-qualified Executive Deferred Savings Plan. U.S. employees at the vice president level and above are eligible to participate in
our Executive Deferred Savings Plan ("EDSP"), a non-qualified savings plan which allows employees to defer income, including ABP
payments, without regard to qualified plan limitations. For the 2023 plan year, eligible employees are able to defer up to 50% of theirbase salary and up to 75% of their ABP payments.
The Company credits EDSP accounts with matching contributions equal to the matching contributions unavailable to theemployee under the Savings Plan (100% of total deferrals up to 5% of compensation in 2023) due to IRS compensation limits. Employees
cannot withdraw any amounts from EDSP balances until they are no longer employed by the Company or until they reach the designateddistribution date selected by the employee at the time of their deferral election. With respect to these distributions, participants may
elect to receive either a lump-sum payment or annual installments paid out over a period lasting between 2 and 15 years. The
investment fund alternatives under the EDSP are identical to those in the Savings Plan, except the EDSP includes a fixed rate option,
which offers a fixed interest rate set at the beginning of the plan year. The Company does not pay above-market or preferential earnings,
compensation or returns under EDSP or any other plan.
Named Executive Officer Status. As of the completion of 2023:• Ms. Manning met the vesting requirements of the pension plans and was therefore eligible to receive her Performance Pension
Account benefits in both the U.S. Pension Plan and the Augmented Benefit Plan upon the termination of her employment with theCompany. Ms. Manning met the vesting requirements of the savings plans and was therefore eligible to receive the savings accountbenefits from the U.S. Savings Plan, the Augmented Benefit Plan and the EDSP upon the termination of her employment with theCompany. Ms. Manning also met the vesting requirements of the Supplemental Payment (described below) upon the termination of her
employment with the Company.
• Mr. Larson and Mr. Cheng met the vesting requirements of the pension plans and are therefore eligible to receive their
Performance Pension Account benefits in both the U.S. Pension Plan and the Augmented Benefit Plan upon their termination of
employment with the Company. Mr. Larson and Mr. Cheng also met the vesting requirements of the savings plans and are therefore
eligible to receive the savings account benefits from the U.S. Savings Plan, the Augmented Benefit Plan and the EDSP upon thetermination of their employment with the Company.
• Ms. Barbi and Mr. Herrmann met the vesting requirements of the savings plans and are therefore eligible to receive the benefits
from the U.S. Savings Plan, the Augmented Benefit Plan and the EDSP upon the termination of their employment with the Company.
Manning Supplemental Payment Agreement. As previously disclosed, the Company agreed to provide a supplemental payment(the "Supplemental Payment") to Ms. Manning upon her retirement from the Company, as an acknowledgment of the financial
implications on her retirement benefits with respect to her relocation to the U.S. from Canada in 2016. The Supplemental Payment isdesigned to51

supplement the post-retirement benefits she will receive under the Company's U.S. and Canadian retirement and savings plans toprovide her with an aggregate financial value comparable to that which she would have received under the Company's U.S. retirement
and savings plans had she worked in the U.S. for her entire career.
The Supplemental Payment will represent the difference between (i) the value of the Company-provided benefits that she would
have received upon her retirement had she worked her entire career (starting upon her hire date in 2007 through retirement) in the U.S.,and (ii) the value of Company-provided benefits that she will actually receive upon retirement from the Company. For this purpose,
Company-provided benefits include any savings, pension or deferred compensation benefits funded by the Company based on her
deferrals of pay, additional non-elective contributions to company retirement accounts and any subsequent investment returns credited
to those deferred compensation accounts based on contributions from the Company. The value of any salary deferrals by Ms. Manning,
including any subsequent investment return credited to those retirement accounts for those salary deferrals, is not included in thecalculation of the Supplemental Payment. The Supplemental Payment will be payable in July 2024 as a single lump sum in the amount of$1,778,646.

Canadian Plans
Registered Pension Plan. All permanent Canadian employees are required to join the defined contribution plan on their date ofhire. Each employee is required to contribute, by payroll deduction, an amount equal to 6% of their annual earnings (base salary and
ABP payments), up to 50% of the maximum allowable limit per calendar year as set under the Canadian Income Tax Act. The Company
contributes, on behalf of each employee, an amount equal to the required contribution of the employee, up to 50% of the maximum
allowable limit per calendar year as set under the Canadian Income Tax Act. Employer contributions are immediately vested. Ms.
Manning previously participated in the Registered Pension Plan before her relocation to the U.S., and she continued to maintain an
accumulated balance of past employee and employer contributions.
Defined Benefit Supplemental Executive Retirement Plan. The Company offered a defined benefit Supplemental Executive
Retirement Plan ("DB SERP") in Canada to employees at the vice president level and above who are approved by senior management.
This plan is closed to new participants. An employee must also participate in the Registered Pension Plan to participate in the DB SERP.
The DB SERP offers a traditional defined benefit annuity to participants based on the average of their highest five consecutive years ofcompensation that is above certain compensation thresholds set out in the plan. The DB SERP benefit is calculated using a number offactors including the employee's years of credited service and average pensionable earnings, each determined on the date the employee
ceases to be an executive in Canada or leaves the Company. Benefits are payable at the time an employee leaves the Company. Ms.
Manning participated in the DB SERP until her relocation to the U.S. in April 2016. Ms. Manning's accrued benefit in the DB SERP wasdeferred until her retirement.
Named Executive Officer Status. As of the completion of 2023, Ms. Manning met the vesting and early retirement eligibility
requirements under the Registered Pension Plan and the DB SERP.

Supplemental Retirement Plan - Hong Kong
The Company offers a supplemental retirement plan to all full-time regular employees in Hong Kong. The plan includes both amandatory contribution component under the Hong Kong Mandatory Provident Fund ("MPF") system and a voluntary contribution as asupplementary retirement benefit provided by the Company. Under the plan, both the Company and Hong Kong employees are eachrequired to make regular mandatory contributions calculated at 5% of the employee's relevant income to an MPF plan, subject to theminimum and maximum relevant income levels. The maximum relevant income level is capped at HKD 30,000 per month in 2023. In
addition to the mandatory portion, the Company makes contributions at a total of 10.8% of the base remuneration, up to a maximum
amount, less any mandatory employer contributions. The maximum amount for calculating the contributions is52set at HKD 2.5 million per annum. The benefit is subject to a vesting schedule associated with years of continuous service with theCompany. The Hong Kong supplementary retirement plan has a 10-year graded vesting period. Contributions to the MPF plan are not be
available to employees until they reach age 65 or until they depart Hong Kong. Contributions to the supplementary retirement fund are
subject to the vesting period and can be withdrawn upon termination of employment.
Named Executive Officer Status. Mr. Cheng participated in the Hong Kong supplementary retirement benefit during 2023 andreceived contributions under the plan up until his transfer to the U.S. As of the completion of 2023 Mr. Cheng no longer is an active
participant or account holder in the Supplemental Retirement Plan.

2024 Compensation Actions
In October 2023, the Committee approved compensation for 2024 as outlined below. The Committee approved allocation ofLong-Term Incentive compensation to each named executive officer in March 2024.
The Committee approved the following changes to base salary:2024 Named Executive Officer Base Salaries
Name

Base Salary

Percentage Increase

Tony Cheng1
Todd C. Larson
Leslie Barbi
Ronald Herrmann$950,000$725,000$650,000$675,000

26.7%
3.6%
4.0%
3.8%

1Increase reflects Mr. Cheng's promotion to Chief Executive Officer.

The Committee approved the following ABP opportunities as outlined in the table below. Beginning in 2024 the Annual Bonus
Plan will utilize an enterprise pool plan design. The Company will use a top-down pool design, where funding is driven by performanceagainst key financial and non-financial metrics at the Company level. Financial metrics include adjusted operating income per share, newbusiness embedded value and total revenues. The Company will continue to utilize a strategic scorecard to capture and evaluate key
non-financial goals. The Committee will continue to approve both the annual goals and the payout results.

2024 Annual Bonus Plan OpportunitiesName

ABP Threshold

ABP Target

ABP Maximum

Tony Cheng
Todd C. Larson
Leslie Barbi
Ronald Herrmann

87.5%
65%
100%
65%

175%
130%
200%
130%

350%
260%
400%
260%

53

2024 PCS Awards
Name

Number of PCS Granted

Tony Cheng
Todd C. Larson
Leslie Barbi
Ronald Herrmann

24,996
6,809
4,736
5,465

The Committee established the target and ranges for the following PCS performance measures: (i) three-year adjusted operating
return on equity and (ii) three-year book value per share, excluding AOCI. These results may be modified up or down by a maximum of
20% based on three-year relative total shareholder return. The total shareholder return modifier was increased from 2023 in order tocontinue to strengthen alignment of long-term incentive compensation with the experience of our shareholders. These measures wereset for the period beginning in 2024 at levels that are consistent with our intermediate term-goals for each measure. The performance
period for the 2024 PCS grant began on January 1, 2024, and will end on December 31, 2026.

2024 SARs and RSU Grants
The Committee approved the 2024 annual SARs and RSU awards for the named executive officers, as outlined in the table below.
The vesting schedule for the 2024 SARs grant is ratable over three years (vesting one-third at the end of each year). The vesting schedule
for the 2024 RSU grant is ratable over three years (vesting one-third at the end of each year).

2024 SARs and RSU Grants
Name

Number of SARs Granted1

Number of RSUs Granted1

Tony Cheng
Todd C. Larson
Leslie Barbi
Ronald Herrmann

22,719
6,188
4,305
4,967

—
2,270
1,579
1,822

1

Mr. Cheng will receive 25% of his 2024 LTI awards in stock appreciation rights. Ms. Barbi, Messrs. Larson and Mr. Herrmann will receive 20% of their 2024 LTI awards in stock appreciationrights and 20% in restricted stock units.

Executive Compensation Process
The Role of the Committee
Our executive compensation program is evaluated and approved by the Committee with the objective of providing incentivebased compensation that aligns with the business goals of the Company and the interests of our shareholders. The Committee also
determines the compensation of the Chief Executive Officer ("CEO") (Ms. Manning during 2023 and Mr. Cheng as President and CEO
thereafter) and evaluates and approves the compensation for the members of senior management of the Company, including our named
executive officers.

Timing of Compensation Decisions
The Committee approves compensation for executive officers each year. All compensation and incentive awards are made inconsideration of market pay competitiveness and in comparison to peer company and published survey data.

54

In November 2022, the Committee approved 2023 compensation for the executive officers other than the CEO, inclusive of basesalary and targets for both bonus and long-term incentive awards. In December 2022, the Committee approved compensation for the
CEO for 2023. In March 2023, the Committee approved the grants of PCS, RSU and SAR awards. Equity grants are effective on and have agrant date of the same day as the Committee meeting. The strike price for grants of SARs is the NYSE closing price of our common stockon the day of the Committee meeting. This timing and process is designed to ensure that our fourth quarter earnings information(typically released in late January or early February) is fully disseminated to the market by the time the SARs strike price is determined.

Compensation Consultant
In forming its recommendations on our overall compensation program, the Committee engages an independent consulting firm
to provide advice about competitive compensation practices and to determine how our executive compensation compares to that ofother comparable companies, including selected publicly held insurance and reinsurance companies. In 2023, Meridian Compensation
Partners, LLC ("Meridian") served as independent advisor to the Committee.
The Committee directly engaged Meridian to advise and assist with decisions relating to our executive compensation program,including providing advice regarding incentive plan design, annual comprehensive competitive market studies, competitivecompensation data for directors, technical advice on disclosure requirements relating to executive compensation and to apprise theCommittee of compensation market practices. Meridian also performs competitive marketplaces assessments of our named executive
officers, which includes a comparison to our peer companies and published survey data. Meridian will also periodically conduct reviewsof our incentive plans to ensure a competitive position.
Other than work for the Committee, Meridian provides no other services to the Company or its affiliates. Additionally, theCommittee determined no conflicts of interest existed to prevent Meridian from serving as an independent advisor to the Committee.

Management Participation and Involvement in Compensation Decisions
Pursuant to the Committee charter, the Committee reviews and approves the compensation of our CEO, other named executive
officers and senior management. The CEO plays a significant role in the compensation-setting process for the named executive officers(other than the CEO). The CEO and senior management play a significant role in setting compensation for management and all other
employees. No member of management is involved in determinations regarding their own pay. The most significant aspects ofmanagement's role are:•••evaluating employee performance;
recommending business performance targets, goals and objectives; andrecommending salary levels, ABP and equity incentive award targets.

Our CEO and Chief Human Resources Officer work with the Committee chair to establish the agenda for Committee meetings.
The Company prepares relevant information and reports for each Committee meeting. Our CEO participates in Committee meetings at
the Committee's request to provide:•••background information regarding our strategic objectives;an evaluation of the performance of the senior management and direct reports; andcompensation recommendations as to senior management and direct reports.

Our executives and other members of management are made available to Meridian or any other compensation consultant toprovide information regarding position descriptions, compensation history and other information as requested, and to review draft
results provided by Meridian.

55

Competitive Marketplace Assessment
We use our established peer group of companies to evaluate our compensation practices for purposes such as pay levels andperformance design for our named executive offices as well as director compensation.

Peer Companies
2023 Peer Companies
Aflac, Incorporated

Manulife Financial Corp.

Assurant, Inc.

Principal Financial Group, Inc.

Brighthouse Financial, Inc.

Prudential Financial, Inc.

CNO Financial Group, Inc.

Sun Life Financial, Inc.

Equitable Holdings, Inc.

The Hartford Financial Services Group, Inc.

Globe Life, Inc.

Unum GroupiA Financial Corporation Inc.

Voya Financial, Inc.

Lincoln National Corp.

The Committee selected the members of the peer group from companies in the life and health insurance industry based on thesize of these firms as compared to the Company. The Committee analyzed the peer group based on total revenue, market capitalizationand total assets. The Committee believes the Company's relative size based on these metrics makes the peer group a good basis forhelping the Committee assess appropriate levels of compensation for the Company's senior executives. The following table presents asummaryofthesemetrics
for
the
peer
group
as
comparedtotheCompany:

Peer Group Metrics
25th Percentile
Median75th PercentileRGA
RGA Percentile Rank

Total Revenue1 ($M)

Market Capitalization1 ($M)

Total Assets1 ($M)

$6,675$11,645$19,666$18,56771%$7,223$11,272$27,291$10,66248%$67,158$157,085$290,930$97,623
39%

1

Total Trailing 12-months Revenue and Total Assets are based on most recent annual or quarterly public disclosure as of December 31, 2023. Market Capitalization is presented as of December
31, 2023.

Peer Company Changes
The Committee regularly reviews the companies we use to evaluate our compensation practices for purposes such as pay levels
and pay design. In 2023, Meridian performed an analysis of the Company's Peer Group and recommended adding Prudential Financial,
Inc. into the peer group. We review and update this information periodically to ensure that our peer company comparators remain
appropriate in light of evolving practices with respect to peer determinations, mergers and acquisitions, divestitures, growth in our size
and the size of those companies and other changes which might affect the appropriateness of a particular comparator.

56

How We Use Peer Company Data
When making determinations in 2023 relating to base salary, target total cash compensation, intermediate and long-term
incentives and target total direct compensation for our named executive officers, we used the competitive compensation analysis
provided by Meridian as the beginning reference point. This analysis included a review and assessment of publicly disclosed
compensation data for our peer companies, as well as additional industry-appropriate survey data. In most markets, we align our target
executive compensation levels with the market median to retain current talent and attract new talent. In addition to a review of thecompetitive compensation data provided by Meridian, we also considered individual performance, internal pay equity among positions
and levels and the relative importance of positions. We believe that the compensation strategy we established aligns our target
compensation with the market median and should allow us to retain our current talent and attract new talent.
Please see "Five Elements of Compensation and 2023 Actions - Compensation Element #3 - Performance Contingent Awards"
above for additional information on the peer group used for the Relative TSR modifier.

Committee Report
The Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on its review
and discussions with management, the Committee recommended to the Board of Directors that the portions of this Compensation
Discussion and Analysis described in Regulation S-K Item 402(b) be included in this Proxy Statement. This report is provided by thefollowing independent directors, who comprise the Committee as of the date of this Proxy Statement:
Hazel M. McNeilage, Chair
Pina AlboJohn GauthierGeorge Nichols, III
Shundrawn Thomas
57Compensation Tables
Summary Compensation Table
Name andPrincipal Position

Anna Manning
CEO

Todd C. Larson
Sr. EVP and CFO

Tony Cheng
President

Leslie Barbi
EVP and Chief Investment
Officer

Ronald Herrmann
EVP, Head of RGA Americas

1

Year

Salary

Bonus

Stock
Awards2

Non-Equity
Incentive Plan
Compensation4

OptionAwards3

Change in
Pension Value andNonqualifiedDeferredCompensation
Earnings5

All Other
Compensation6

Total

2023

$1,098,654—$7,350,004$—$3,782,574$959,479$343,720$13,534,431

2022$1,030,000—$3,124,951$3,124,986$3,374,547$501,924$198,254$11,354,662

2021$1,030,000—$6,375,029$6,375,109$1,504,315$635,367$189,695$16,109,515

2023$699,519—$1,217,945$812,042$1,512,581$484,675$160,244$4,887,006

2022$675,000—$742,514$742,501$1,448,070$204,542$100,118$3,912,745

2021$645,000—$1,377,827$1,377,799$628,017$305,797$93,685$4,428,125

2023$749,129—$1,546,918$515,613$1,934,269$3,204$1,763,761$6,512,894

2022$638,538—$385,319$385,254$1,053,366$714$306,421$2,769,612

2021$612,414—$596,284$596,310$366,196$686$302,763$2,474,653

2023$624,519—$749,941$499,998$2,174,600$—$193,333$4,242,391

2022$600,000—$599,977$599,989$1,250,328$—$147,451$3,197,745

2021$575,000—$605,057$605,068$808,278$—$108,595$2,701,998

2023$649,615—$585,040$390,042$1,300,000$—$176,308$3,101,005

2022$624,231—$377,968$377,997$1,060,970$—$136,187$2,577,353

2021$600,000—$359,938$359,963$662,706$—$66,623$2,049,230

1. This column includes any amounts deferred at the election of the named executive officers under the Company's Executive Deferred Savings Plan andretirement Savings Plan. For 2023, the base salary for Mr. Cheng was determined in HKD and converted to USD using an average monthly foreignexchange rate until January 4, 2023. After January 4, 2023 Mr. Cheng's base salary was determined in USD and converted to HKD using an averagemonthly foreign exchange rate until his transfer of employment to the U.S., after which his base salary was paid in USD.
2. This column represents the grant date fair value of PCS and PSU awards granted in such year, using probable outcomes of performance conditions, inaccordance with Accounting Standards Codification: 718 – Compensation – Stock Compensation ("ASC 718"). For additional information on the valuation
assumptions, refer to note 20 of the Company's financial statements in the Form 10-K for the year ended December 31, 2023, as filed with the SEC. See
also "Grants of Plan-Based Awards in 2023" for information on awards made in 2023. These amounts reflect the grant date fair value for these awards,
and do not correspond to the actual value that may be recognized by the named executive officers.
3. This column represents the grant date fair value of SARs and RSUs granted in such year, in accordance with ASC 718. For additional information on thevaluation assumptions, refer to note 20 of the Company's financial statements in the Form 10-K for the year ended December 31, 2023, as filed with theSEC. See also "Grants of Plan-Based Awards in 2023" for information on SARs granted in March 2023. These amounts reflect the grant date fair value forthese awards and do not correspond to the actual value that may be recognized by the named executive officers.
4. Includes for all named executive officers, cash incentives earned for performance during each fiscal year and paid in March of the following year(including any incentives deferred at the election of the executive officers) under the Annual Bonus Plan.

58

5. This column represents the sum of the change in pension value in each fiscal year for each of the named executive officers. The increase in pension value
for 2023 is attributable to service and compensation increases, offset in part by assumption changes from the prior year. The Company does not pay
above-market or preferential earnings on any account balances; therefore, this column does not reflect any amounts relating to nonqualified deferredcompensation earnings. See the "Pension Benefits in 2023" and "Nonqualified Deferred Compensation in 2023" tables for additional information.
The change in pension value for Ms. Manning represents the sum of the change in pension value for the U.S. Pension Plans as well as the RGA Canadian
Defined Benefit Plan SERP. Ms. Manning has not accrued additional benefits under the RGA Canadian Defined Benefit Plan SERP plan since her transfer tothe U.S. in April 2016. The change in pension value for the RGA Canadian Defined Benefit Plan SERP is due to changes in interest rate assumptions. The
accumulated value of the RGA Canadian Defined Benefit Plan SERP is calculated by converting the participant's accrued annuity benefit under the plan to
an actuarial equivalent present value amount as of the measurement date. The interest rate assumption used for this conversion has a material impact
on the calculation. As a result, significant changes in interest rates from year to year can lead to material changes to the accumulated value of thebenefit.
For Ms. Manning, this column also includes the accrual value of a supplemental payment to be paid following her retirement from the Company, as an
acknowledgment of the financial implications on her retirement benefits with respect to her relocation to the U.S. from Canada in 2016. The
supplemental payment represents the difference between (i) the value of the Company-provided benefits that she would have received upon her
retirement had she worked her entire career (starting upon her hire date in 2007 through retirement) in the U.S., and (ii) the value of Company-provided
benefits that she will actually receive upon retirement from the Company. For this purpose, Company-provided benefits include any savings, pension ordeferred compensation benefits funded by the Company based on her deferrals of pay, additional non-elective contributions to company retirement
accounts and any subsequent investment returns credited to those deferred compensation accounts based on contribution from the Company. The valueof any salary deferrals by Ms. Manning, including any subsequent investment return credited to those retirement accounts for those salary deferrals, is
not included in the calculation of this supplemental payment. This payment will be a single lump sum payment made in U.S. dollars following Ms.
Manning's retirement from the Company. See "Five Elements of Compensation - Compensation Element #5 - Retirement and Pension Benefits" for more
information.
Mr. Cheng accrued a benefit in the U.S. pension plan prior to his transfer outside of the country in 2002. Mr. Cheng has not accrued additional benefits inthe plan while he has been employed in Hong Kong, but resumed accruing additional benefits in the plan upon his transfer back to the U.S. in 2023.
6. Amount includes contributions by the Company to the officers' accounts in qualified and nonqualified plans for the 2023 plan year. Includes life insurance
premiums paid by the Company on behalf of Ms. Manning in the amount of $15,732, Mr. Larson in the amount of $9,913, Mr. Cheng in the amount of$1,491, Ms. Barbi in the amount of $7,139, and Mr. Herrmann in the amount of $7,900. Amount includes Company contributions on behalf of Mr. Chengto the Mandatory Provident Fund in the amount of $43,240.
Includes Company contributions for 2023 under the Savings Plan of $33,000 for Ms. Barbi and Mr. Herrmann, $23,100 for Ms. Manning and
Messrs. Larson, and $22,336 for Mr. Cheng. Also includes Company contributions for 2023 under the Augmented Savings Plans of $82,864 for
Ms. Manning, $36,352 for Mr. Larson, $317 for Mr. Cheng, $77,242 for Ms. Barbi and $69,029 for Mr. Herrmann. Includes Company matching
contributions for 2023 under the Executive Deferred Savings Plan ("EDSP") of $207,160 for Ms. Manning, $90,879 for Mr. Larson, $793 for Mr. Cheng,$75,952 for Ms. Barbi and $65,469 for Mr. Herrmann.
In 2023, Mr. Cheng received a total of $138,601 for local allowances, of which $37,088 was for education and $101,513 was for housing. Allowances are
benefits offered to select executives in Hong Kong and are reviewed on an annual basis to ensure compensation in Hong Kong remains market
competitive.
For 2023, amount includes foreign tax preparation taxable benefit amount grossed up for taxes for Ms. Manning in the amount of $9,655 and for Mr.
Cheng in the amount of $7,267. Amount also includes professional dues paid by the Company on behalf of Ms. Manning for $1,944, Mr. Cheng for $665
and Mr. Herrmann of $910. Amount includes fees paid by the Company for club memberships including the use of a fitness facility for Mr. Cheng in theamount of $5,104. Amount includes fringe medical benefit costs paid by the Company on behalf of Ms. Manning for $3,265. Amount includes payout by
the Company of unused vacation following departure from Hong Kong for Mr. Cheng in the amount of $108,639. Amount includes moving expenses
including tax gross up for Mr. Cheng's move from Hong Kong to the U.S. in the amount of $75,838. Amount includes tax equalization payments grossed
up for taxes associated with relocation to the US for Mr. Cheng in the amount of $1,359,469.

59

Grants of Plan-Based Awards in 2023
This table provides the following information about equity and non-equity awards granted to the named executive officers in
2023: (1) the grant date; (2) the estimated future payouts under non-equity incentive plan awards, which consist of potential payouts
under the Annual Bonus Plan award granted in 2023 for the 2023 performance period; (3) estimated future payouts under equity
incentive plan awards, which consist of potential payouts under the PCS grants in 2023 for the 2023-2025 performance period; (4) allother option awards, which consist of the SARs and RSU awards granted to the named executive officers in 2023; (5) the strike price of
the SARs granted, which reflects the closing price of Company stock on the date of grant and (6) the grant date fair value of each equity
grant calculated under ASC 718.

Grants of Plan-Based Awards in 2023

Name

Anna Manning

Todd C. Larson

Tony Cheng

Leslie Barbi

RonaldHerrmann

1.

Estimated Future Payments Under Non-Equity
Incentive Plan Awards¹

Estimated Future Payments Under Equity
Incentive Plan Awards (Number of Shares)²

ThresholdTargetMaximum

Threshold$1,100,000$2,200,000$4,400,000

---

---

---

---

---

---

---

---

---

---

26,565

53,130106,260

---

---

---

$7,350,004

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

$455,000$910,000$1,820,000

---

---

---

---

---

---

---

---

---

---

4,402

8,804

17,608

---

---

---

$1,217,945

---

---

---

---

---

---

2,935

---

---

$406,028

---

---

---

---

---

---

---

8,602

$138.34$406,014$562,500$1,125,000$2,250,000

---

---

---

---

---

---

---

---

---

---

5,591

11,182

22,364

---

---

---

$1,546,918

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

10,924$138.34$515,613$625,000$1,250,000$2,500,000

---

---

---

---

---

---

---

---

---

---

2,711

5,421

10,842

---

---

---

$749,941

---

---

---

---

---

---

1,807

---

---

$249,980

---

---

---

---

---

---

---

5,297

$138.34$250,018$325,000$650,000$1,300,000

---

---

---

---

---

---

---

---

---

---

2,115

4,229

8,458

---

---

---

$585,040

---

---

---

---

---

---

1,410

---

---

$195,059

---

---

---

---

---

---

---

4,131

$138.34$194,983

Grant Date
TargetMaximum

All Other
Exercise of Grant Date Fair
All Other
StockAwards: Option Awards: Base Price of Value of Stock
Optionand Option
Number of
Number ofAwards5
Awards6
Securities
Shares ofStock orUnderlying
Units3
Options4

3/9/2023

3/9/2023

3/9/2023

3/9/2023

3/9/2023

These columns reflect the potential value of the payment for 2023 performance under the ABP for each named executive if the minimum, target or
maximum goals are satisfied. The potential payments are performance-driven and are therefore completely at risk. The performance measures, salaryand ABP multiples for determining the payments are described in the CD&A. The ABP payment amount for actual 2023 performance was determined in
February 2024 based on the metrics described in the CD&A and is included in the "Summary Compensation Table" in the column titled "Non-Equity
Incentive Plan Compensation."

60

2.

This column reflects the number of PCS units granted in March 2023, which may convert into shares of Company stock at the end of the three-year
performance period if the specified performance levels are achieved. The performance period commenced January 1, 2023 and ends December 31,
2025. If the threshold level of performance is met, the award of shares starts at 50% with a target of 100% and a maximum of 200%.

3.

This column reflects the number of RSUs granted in March 2023, which vest over a three-year period beginning January 1, 2023 and ends on December
31, 2025.

4. This column reflects the number of SARs granted in March 2023, which vest and become exercisable in four equal annual installments of 25%, beginningon December 31, 2023.
5.

This column reflects the strike price per share of common stock for the SARs granted, which is the closing price of the common stock on March 9, 2023,
the date the Committee approved the grants.

6. This column reflects the full grant date fair value of the performance contingent awards under ASC 718, the full grant date fair value of the RSUs and the
SARs under ASC 718 granted to the named executive officers in 2023. See notes 3 and 4 of the "Summary Compensation Table" for a discussion of fairvalue calculation related to the performance contingent awards, RSUs and SARs respectively. For PCS awards with the grant date of March 9, 2023, thefair value is calculated using the closing price of Company stock of $138.34. For SARs with a grant date of March 9, 2023, fair value is calculated using theBlack-Scholes value of $47.20. For additional information on the valuation assumptions, refer to note 20 of the Company's financial statements in theForm 10-K for the year ended December 31, 2023, as filed with the SEC. These amounts reflect the grant date fair value, and do not correspond to theactual value that will be recognized by the named executive officers. The PCS awards are subject to specified performance objectives over the applicable
performance periods, the results of which will determine the amount of payouts, if any, under such awards.

61

Outstanding Equity Awards at 2023 Year-End
The following table provides information on the 2023 year-end holdings of SARs, RSUs and performance contingent awards by
our named executive officers. This table includes vested and unvested SARs and RSUs and unvested performance contingent awards withperformance conditions that have not yet been satisfied. The vesting schedule for each grant is described in the footnotes following thistable, based on the grant date. The market value of the stock awards is based on the closing market price of Company stock as of the lastbusiness day of 2023, which was $161.78. The performance contingent awards are subject to specified performance objectives over the
performance period. For additional information about the option awards and stock awards, see the description of equity incentive
compensation in the CD&A.

Outstanding Equity Awards at 2023 Year-End
Option Awards

Grant Date

Number of
Securities ofUnderlying
Unexercised
Options(Exercisable)1

Number of Securities
Underlying Unexercised
Options (Unexercisable)

Equity Incentive
Plan Awards:
Number of
Securities
Underlying
Unearned Options

Stock Awards

OptionExercise
Price

OptionExpiration
Date

Numberof Sharesor Unitsof Stock
That
Have Not
Vested2

MarketValue of
Shares orUnits or
Stock That
Have Not
Vested2

Equity Incentive
Plan Awards:
Number ofUnearned
Shares,Units orOther
Rights That
Have Not
Vested3

Plan Awards:
Market or
PayoutValue ofUnearned
Shares,Units orOther
Rights That
Have Not
Vested3

Anna Manning
3/6/2015
12/1/2015
3/4/2016
3/3/2017
3/2/2018
3/1/2019
3/6/2020
3/11/2021
3/22/2022
3/9/2023

8,340
153,453
26,681
27,91928,016
37,215
95,38830,86525,573

10,28925,573$90.06$93.21$93.53$129.72$150.87$145.25$117.85$129.01$106.53—

3/6/2025
12/1/2025
3/4/2026
3/3/2027
3/2/2028
3/1/2029
3/6/2030
3/11/2031
3/22/2032—$90.06$93.53$129.72$150.87$145.25$117.85$129.01$106.53$138.34

3/6/2025
3/4/2026
3/3/2027
3/2/2028
3/1/2029
3/6/2030
3/11/2031
3/22/2032
3/9/2033

14,667$2,372,827

58,66853,130$9,491,309$8,595,371

3,485
2,935

$563,803$474,824

13,9408,804$2,255,213$1,424,311

Todd C. Larson
3/6/2015
3/4/2016
3/3/2017
3/2/2018
3/1/2019
3/6/2020
3/11/2021
3/22/2022
3/9/2023

3,926
9,669
5,369
6,444
8,187
20,330
6,578
6,076
2,150

2,193
6,076
6,452

62

Tony Cheng
3/6/2015
3/4/2016
3/3/2017
3/2/2018
3/1/2019
3/6/2020
3/11/2021
3/22/2022
3/9/2023

3,411
4,152
3,280
3,384
3,882
8,127
2,618
3,153
2,731

873
3,153
8,193

$90.06$93.53$129.72$150.87$145.25$117.85$129.01$106.53$138.34

3/6/2025
3/4/2026
3/3/2027
3/2/2028
3/1/2029
3/6/2030
3/11/2031
3/22/2032
3/9/2033

13,354
4,321
4,910
1,324

1,441
4,910
3,973

$117.85$129.01$106.53$138.34

3/6/2030
3/11/2031
3/22/2032
3/9/2033

1,288
1,547
1,032

1,289
3,094
3,099

—
$129.01$106.53$138.34—
3/11/2031
3/22/2032
3/9/2033

1,808$292,498

7,234
11,182$1,170,317$1,809,024

2,816
1,807

$455,572$292,336

11,264
5,421$1,822,290$877,009

7,006$1,133,431

1,774
1,410

$286,998$228,110

7,096
4,229

$1,147,991$684,168

Leslie Barbi
3/6/2020
3/11/2021
3/22/2022
3/9/2023
Ronald Herrmann
12/1/2020
3/11/2021
3/22/2022
3/9/2023

1. SARs vest over four years (25% of which vests at the end of each of the four years).

2. These columns reflect the number of RSUs granted in December 2020 to Mr. Herrmann when he joined the Company, which fully vest in December 2025,
RSUs granted March 2022, which fully vest on December 31, 2024, and the RSUs granted in March 2023, which fully vest on December 31, 2025.
3.

These columns reflect the number of shares and estimated market value of PCS grants. The Company is measuring financial performance over a threeyear period for the 2022 PCS awards. Targets established for the 2022 grant were adjusted for impacts of the implementation of LDTI under new GAAP
accounting rules effective January 1, 2023. SEC rules require disclosure of the number of shares and estimated market value of PCS grants based on thenext higher performance measure (target or maximum) that exceeds the previous fiscal year's performance. Accordingly, the number of shares andestimated market value for the PCS grants made in 2022 are disclosed assuming they are awarded at the maximum (200%) level and the 2023 PCS grants
are disclosed assuming they are awarded at the target (100%) level. The ultimate payout of PCS awards is dependent on Company performance during
the remaining measurement period, thus final payout results for unvested grants could be materially different than the results shown above. The market
or payout value is estimated using the closing price, $161.78, of our common stock on the last business day of 2023.

63

SARs and Option Exercises and Stock Vested in 2023
2023 SARs and Option Exercises. The following table provides information for the named executive officers regarding SARs andstock option exercises during 2023, including the number of shares acquired upon exercise and the value realized.

2023 SARs and Option Exercises and Stock Vested

Name
Anna Manning
Todd C. Larson
Tony Cheng
Leslie Barbi
Ronald Herrmann

Option and SARs Awards1
Number of
Shares Acquired
Value Realized
on Exercise
on Exercise
—
1,828
—
—
916

—
$273,246——$142,091

Stock Awards2
Number of
Shares Acquired
on Vesting

Value Realized
on Vesting

87,06418,852
8,246
7,733
4,107

$13,379,988$2,894,567$1,259,617$1,227,830$691,249

1.

Mr. Larson exercised 3,848 SARs on May 11, 2023 with an average market price for the shares of $149.49. Mr. Herrmann exercised 4,122 SARs on November 7, 2023
with an average market price for the shares of $155.05.
2. These columns represent amounts paid for the settlement of the 2021 one-time PSU and one-time RSU awards, paid in 2023, the settlement of the PCS awards for the2021-2023 performance period, paid in 2024, and the settlement of the 2021 RSU awards, paid in 2024.

2020-2022 Performance Contingent Share Payout. In February 2020, the Committee established the target and range for thefollowing PCS performance measures: (i) three-year adjusted operating ROE; (ii) three year adjusted operating income and (iii) threeyear book value per share, excluding AOCI. These measures were set for the period beginning in 2020 at levels that were consistent with
our intermediate-term goals for those measures (prior to the severity of the COVID-19 pandemic being known). The performance period
for the 2020 PCS grant began on January 1, 2020 and ended on December 31, 2022.
In February 2023, the Committee reviewed the results for the 2020-2022 performance period and determined that none of themetrics met the threshold level because of the COVID-19 pandemic, resulting in no payouts under these awards.
2021 One-Time Award Payout. In March 2021, the Committee determined that a one-time equity award to named executive
officers and other executives was necessary for the engagement of our executive team to advance our strategic objectives and torecognize the performance of our leaders in navigating the Company through the COVID-19 pandemic. For the named executive officers,
the one-time equity award consisted of two components of equal size: a performance share unit ("PSU") grant and a restricted shareunit ("RSU") grant. Vesting of the PSU awards was subject to a performance condition which required the Company to achieve financial
results that were within a pre-determined range for at least two of the six metrics used in the 2021-2023 PCS plan described in the"2021-2023 PCS Awards" section above. The plan metrics required robust financial performance when considering the ongoing impactsof the COVID-19 pandemic, with 2022 targets reflecting financial performance that aligned with a pre-pandemic business environment.
In January 2023, the Committee reviewed the results for the PSU grant performance period and determined that the Company
achieved at least two of the six performance conditions, resulting in full vesting and payout of these awards at target for individuals
employed with the Company on December 31, 2022. No additional amounts were paid due to Company performance exceeding thefinancial goals.
The RSU component of the 2021 One-Time Award payout vested as of December 31, 2022 and was settled in January 2023.

642021-2023 Performance Contingent Share Payout. For the 2021-2023 PCS program, the Committee established specific financial
performance metrics for each of 2021 and 2022, with 2023 serving as an additional time vesting period. PCS grants prior to 2021
measured financial performance over a three-year period, but due to the COVID-19 pandemic, uncertain business environment and theinability at the time to reasonably determine metrics for a three-year plan given the pending implementation of LDTI in 2023, theCommittee altered the measurement period for the 2021 grants only.
In February 2023, the Committee reviewed the results for the 2021 and 2022 performance periods and determined: (i) for 2021,
Adjusted Operating Return on Equity and Adjusted Operating Income did not meet minimum threshold levels and Book Value per Share,
Excluding AOCI exceeded target; and (ii) for 2022, Adjusted Operating Return on Equity, Adjusted Operating Income and Book Value per
Share, Excluding AOCI exceeded their respective targets.
The total performance factor for the 2021-2023 PCS performance metric was 97.2% which represents the average of the 2021
and 2022 results. Following the vesting-only third year of these grants in 2023, payouts were made in the first quarter of 2024.
2021 Restricted Stock Unit Payout. In March 2021, the Committee approved the 2021 allocation of Restricted Share Unit ("RSU")
awards for our named executive officer and other company executives. The cliff-vesting schedule for the annual RSU grant is three years
from January 1, 2021. The RSU awards fully vested for individuals employed with the Company on December 31, 2023 and was settled inshares of the Company's common stock in January 2024.

Pension Benefits in 2023
Retirement Plan Accumulated Benefits
Name1

Plan Names

Years ofService
Credited

Present Valueof Accumulated
Benefit2

Payments
During Last
Fiscal Year

Performance Pension Plan

7

$223,384---

Augmented Benefit Plan

7

$2,259,129---

RGA Canada Defined Benefit Plan SERP

9

$1,520,717---

Supplemental Payment

17$1,778,646---

Performance Pension Plan

28

$582,394---

Augmented Benefit Plan

28

$2,527,535---

Performance Pension Plan

4

$21,050---

Augmented Benefit Plan

4

$714

---

Anna Manning

Todd C. Larson

Tony Cheng

1. Ms. Barbi and Mr. Herrmann are not eligible for the Performance Pension Plan or the pension element of the Augmented Benefit Plan.
2. The accumulated benefit for the U.S. plans is based on service and compensation (as described above) considered by the plans for the period throughDecember 31, 2023. The present value has been calculated assuming the earliest retirement age at which the participant can elect an unreduced benefit.
For additional discussion of the assumptions, see note 15 of the Company's financial statements in the Form 10-K for the year ended December 31, 2023,
as filed with the SEC. As described in such note, the interest assumptions for the qualified pension plan and the augmented benefit plan are 4.79% and4.74%, respectively.
For Mr. Cheng, the Performance Pension Plan represents his accrued benefit in the U.S. pension plan prior to his transfer outside of the country in 2002
and for service accrued after his transfer back to the U.S. in 2023.
The accumulated benefit for the Supplemental Payment to Ms. Manning is calculated based on the actual retirement benefits accumulated by Ms.
Manning to date, as well as a projection of her employer-provided retirement benefits had she been employed in the U.S. since her original hire datewith the Company. The

65

calculation of the accumulated value of the benefit is based on her actual earnings up through December 31, 2023, currency exchange rates effective foreach year to convert her Canadian earnings to U.S. dollars, and assumed annual return on her defined contribution benefits of 4% before 2016, 4.5% for
the Executive Deferred Savings Plan in 2016 and later, and 6% in the Augmented Savings and Savings Plan benefits in 2016 and later.
Ms. Manning's RGA Canada Defined Benefit SERP accumulated benefit is based on credited service and pensionable earnings effective as of her transfer
to the U.S. in 2016. The present value of the accumulated benefit is calculated using an interest rate of 4.5% for the first 10 years and 4.5% thereafter.

Performance Pension Account Benefits
The Performance Pension Account Benefit payable to eligible employees, including certain executives, upon termination of
employment is the sum of (1) and (2) as follows:(1) Participants earn base credits for each Year of Accrual Service (as defined below) completed under the plan. The credit is apercentage of the employee's Final Average Annual Compensation (as defined below) based on the participant's age on January 1 of thePension Plan year.
(2) Additional excess compensation credits are earned on Final Average Annual Compensation that is greater than 60% of theprevailing Social Security Wage Base (as defined below), rounded to the next $100.
See table below for detail on base and excess compensation credits:

Excess Compensation Credits
Age on January 1 of thePlan Year in which
the Year of Accrual Service is Earned

Base Credits - Percentage of Final
Average Annual Compensation Credited

Excess Compensation Credits - Percentage of Final
Average Annual Compensation Credited

Up to 35
35 – 4445 – 54
55 or over

2%
4%
6%
8%

1%
2%
3%
4%

Pension Plan participants with a Performance Pension Account Benefit may elect to receive their Performance Pension AccountBenefit as a lump sum or an annuity at any time after termination of employment, subject to the three-year vesting requirement of theplan.

Performance Pension Account Definitions
Definition
Final Average Annual
Compensation
Year of Accrual Service

The average of compensation received (base salary and ABP award) during the 5 consecutive years of accrual service within the last 10 calendar year period
immediately preceding termination of employment which produces the highest average amount (or during all the years of accrual service if less than 5).
A year is credited for each plan year after an employee becomes a plan participant in which the participant is credited with at least 1,000 hours of service.
Social Security Wage Base For any year the maximum amount of compensation which may be considered wages for such year for purposes of assessing Federal Insurance Contributions Act(FICA) taxes.

66Nonqualified Deferred Compensation in 2023
2023 Nonqualified Deferred Compensation
Name

Executive
Contributionsin Last FY1Registrant
Contributionsin Last FY2Aggregate
Earnings in
Last FY3

Aggregate
Withdrawals/
Distributions

Aggregate
Balanceat Last FYE4

Anna Manning
Todd C. Larson
Tony Cheng
Leslie Barbi
Ronald Herrmann$223,593$107,379$15,865$62,452$51,969$156,052$69,861$—$110,328$98,194$85,637$107,539$1,300$33,041$23,009

$—
$—
$—
$—
$—

$2,062,087$1,560,131$17,166$541,285$292,766

1.

The amounts in this column are also included in the Summary Compensation Table in the "Salary" column (i.e., contributions to the Executive Deferred
Savings Plan).

2.

The amounts in this column reflect 2022 contributions credited to the participant's account during 2023. For reasons related to the timing of thecontributions, the amounts will not match the amounts in the Summary Compensation Table's "All Other Compensation" column, which arecontributions for 2023 which are actually made in 2024.

3.

Reflects earnings credited to the participant's account during 2023 in connection with the investment selections chosen from time to time by theparticipant.

4.

The aggregate balance at last fiscal year-end column reflects the following amounts that were reported in the Summary Compensation Table in 2022 for
Ms. Manning in the amount of $1,596,805, Mr. Larson in the amount of $1,275,351, Ms. Barbi in the amount of $335,464, and Mr. Herrmann in theamount of $119,594.

Equity Compensation Plan Information
Equity Plans

Plan Category

Equity compensation plans approved by security
holders
Equity compensation plans not approved by
security holders
Total

Number of securities to be issued
upon exercise of outstanding
options, warrants and rights1

Weighted-average exercise
price of outstanding options,warrants and rights2,3

Number of securities remaining
available for future issuanceunder equity compensation plans(excluding securities reflected incolumn (a))4

(a)

(b)

(c)

2,679,874 $

118.701,347,133———

2,679,874$118.70 (2)(3)

1,347,133

1. Includes the number of securities to be issued upon exercises or settlement of stock appreciation rights, restricted units and performance contingent
shares under the following plans: Flexible Stock Plan – 2,647,541; Director Flexible Stock Plan – 0; and Phantom Stock Plan for Directors – 32,333. The
number of performance contingent shares represents the number of shares that would be issued based on target performance, reduced for cancellations
and adjustments through December 31, 2023. The actual number of shares issued at the end of each performance period will range between 0% and200% of the target number of units granted, based on a measure of the actual performance of the Company relative to stated goals.
2. Does not include 359,551 performance contingent shares outstanding and 417,408 restricted units outstanding under the Flexible Stock Plan; 0outstanding under the Flexible Stock Plan for Directors and 32,333 phantom units outstanding under the Phantom Stock Plan for Directors because thosesecurities do not have an exercise price (i.e., a unit is a hypothetical share of Company common stock with a value equal to the fair market value of thecommon stock).
3. Reflects the blended weighted-average exercise price of outstanding options under the Flexible Stock Plan.

67

4. Includes the number of securities remaining available for future issuance under the following plans: Flexible Stock Plan – 1,284,521; Flexible Stock Plan
for Directors – 40,197; and Phantom Stock Plan for Directors – 22,415.

Other Executive Compensation Matters
Additional Compensation Disclosures
Generally No Employment or Severance Agreements
We do not have employment, severance or change of control agreements with any of our U.S. named executive officers. The
Company had an employment agreement with Mr. Cheng until he relocated from Hong Kong to the U.S., which is standard practice forinternational employees at his seniority in Hong Kong. That agreement was terminated upon his relocation to the U.S. on July 14, 2023.

Perquisites
We do not provide personal-benefit perquisites to our U.S. named executive officers or their families, such as airplanes, cars orapartments, and we do not reimburse these executive officers or any such employees for personal-benefit perquisites such as club duesor other social memberships. In some countries outside North America, it is our practice to provide remuneration and benefit packages
that are competitive against the local or regional market to senior leaders, such as housing, club and car allowances. Executive officers
and other employees may seek reimbursement for business-related expenses in accordance with our business expense reimbursement
policy. Mr. Cheng received local market-competitive allowances for education and housing while he was employed in Hong Kong. Mr.
Cheng no longer receives these allowances following his relocation to the U.S.

Compensation Recovery
Under the Sarbanes-Oxley Act, upon misconduct that results in a financial restatement that would have reduced a previously
paid incentive amount, we can recoup those improper payments from our Chief Executive Officer and Chief Financial Officer.
In 2023, we adopted a new NYSE Executive Compensation Recoupment Policy to comply with NYSE listing standards (the "NYSE
Executive Compensation Recoupment Policy") adopted pursuant to final SEC rules. The NYSE Executive Recoupment Policy requires theCompany to clawback certain incentive compensation paid to current or former Company officers (as defined in the applicable SEC ruleand NYSE Listing Standard) if the Company restates a previous financial statement to correct a material misstatement in such financial
statement, or to correct an error that would be a material misstatement in the current period if not corrected or was corrected in thecurrent period. Clawback of the incentive compensation in such situations is mandatory irrespective of whether the restatement was theresult of an act or omission by such officer.
Additionally, our Executive Incentive Recoupment Policy permits the Company to recoup all or a portion of incentive awards paid
to certain executives upon the occurrence of certain recoupment events. Such events include: (i) a financial restatement due to thematerial noncompliance with any financial reporting requirement under the federal securities laws; (ii) receiving an incentive award
based on materially inaccurate financial statements or any other materially inaccurate performance; (iii) causing injury to the interests orbusiness reputation of the Company or of a business unit; and (iv) a material violation of the Company's Code of Conduct. The Company
can recoup incentive awards for up to four years following the payment of an award. The policy applies to an identified group of current
and former officers and employees of the Company, as determined by the Board or the Committee from68

time to time based on position, responsibility, level, title, business unit and/or compensation. The Committee has express authority tointerpret and administer the policy and to make all determinations with respect to the policy in its sole discretion. Recoupment ofawards under one policy precludes recoupment of awards under the other policy.

Deductibility of Compensation
The Committee believes that a significant portion of our executive officers' compensation should be tied to measures of
performance of our business. While the Committee considers the tax deductibility of awards as one factor in determining executive
compensation, it also looks at other factors in making its decisions and retains the flexibility to award compensation that it determines tobe consistent with the goals of our executive compensation program even if the awards are not deductible for tax purposes.

Termination or Change of Control Payments
As described above, the named executive officers generally do not have employment, severance or change of control
agreements with the Company. The information below describes and quantifies certain compensation that may or will become payable
under existing plans and agreements if the named executive officer's employment had terminated on or by December 31, 2023, due to achange of control, disability or death, given the executive's compensation and service levels as of such date and, when applicable, basedon the Company's closing stock price on December 31, 2023 or actual date of disability, death, etc. These benefits are in addition tobenefits available generally to salaried employees such as distributions under the 401(k) and pension plans, retiree medical benefits,disability benefits and accrued vacation pay.

Change of Control
In connection with a change of control (as defined below), the Committee has the authority to fully vest any unvested stock
options or SARs granted before the change of control if the Committee determines such vesting is necessary to protect the rights of thenamed executive officers and other executives following such change of control. Our Flexible Stock Plan and award agreements providethat the Committee may (i) accelerate the vesting periods, (ii) arrange for the Company to purchase the options so the named executive
officer receives the value that he or she would have attained had the option been currently exercisable, (iii) make such adjustments tothe options then outstanding as the Committee deems appropriate to reflect such change of control or (iv) cause the options thenoutstanding to be assumed, or new options substituted therefore, by the surviving corporation in such change. Our SARs agreementsallow awards to automatically accelerate upon a change of control, subject in all cases to the Committee's authority to, among otheractions, adjust such awards or cause them to be assumed by the surviving corporation in such change (as described above). In addition,
our Flexible Stock Plan and PCS grant agreements provide that upon a change of control, as soon as practicable following the end of theapplicable three-year performance period, we must deliver to the named executive officer the number of shares that coincides with thetarget award for each outstanding grant of PCS.

Disability or Death
If one of the named executive officers were to become disabled or die, the vesting of any unvested stock options and SARs
granted before the date of such event may be accelerated in the Committee's sole discretion. In addition, he or she would receive a pro
rata proportion of the shares of common stock that would have been issued under any award of PCS before 2023 at the end of thethree-year performance period. Beginning in 2023, upon the death of a named executive officer, a pro rata proportion of the target
payment will be paid within a reasonable amount of time. The pro rata proportion is determined based on the number of calendar
months in the performance period during69

which he or she was employed, divided by 36 months (the total number of months in the three-year performance period). To the extent
that the transfer of one of the named executive officers' stock options and SARs is permitted at death by the Flexible Stock Plan or underanother agreement, (i) the named executive officer's stock options and SARs shall be transferable to the beneficiary, if any, designatedon forms prescribed by and filed with the Committee and (ii) upon the death of the named executive officer, such beneficiary shallsucceed to the rights of the deceased to the extent permitted by law and the Flexible Stock Plan. If no such designation of a beneficiaryhas been made, the named executive officer's legal representative shall succeed to the options and SARs, which shall be transferable bywill or pursuant to laws of descent and distribution to the extent permitted by the Flexible Stock Plan or under another agreement.

Retirement
Upon the retirement (as defined below) of a named executive officer, unvested stock options and SARs will vest 100% in
accordance with the vesting schedule and provision specified in the respective grant agreement(s). Upon retirement, the pro rata
distribution provisions described above under "Disability or Death" apply to any PCS grants. Due to the number of factors that affect thenature, amount and timing of the vesting and exercise of stock options or SARs, or the actual award following a PCS performance period,
the amounts paid to or received by the named executive officer may differ and are indeterminable until actually realized.
The named executive officers may participate in deferred compensation plans that permit deferral of certain compensation. They
may also participate in our defined contribution and defined benefit retirement plans. The last column of the table under "NonqualifiedDeferred Compensation in 2023" reports each named executive's aggregate balance as of December 31, 2023, under each nonqualified
deferred compensation or defined contribution plan. The named executive officers are entitled to receive the amount in their deferredcompensation account upon termination of employment or reaching a certain date selected by the executive at the time when theyelect to defer compensation. The table under "Compensation Tables - Pension Benefits in 2023" describes the general terms of eachpension plan in which the named executive officers participate, the years of credited service and the present value of each named
executive officer's accumulated pension benefit.

Definitions"Change of Control" is defined in our Flexible Stock Plan and, for this discussion, means (i) the acquisition, without Board
approval, of more than 20% of the Company's outstanding common shares through a tender offer, exchange offer or otherwise, (ii) the
Company's liquidation or dissolution following a sale or other disposition of all or substantially all of our assets, (iii) a merger orconsolidation involving the Company which results in the Company not being the surviving corporation or (iv) a change in the majority ofthe members of the Board during any two-year period not approved by at least two-thirds of the directors who were members at the
beginning of the two-year period.
"Retirement" is defined in the respective equity incentive grant agreements and means termination of employment status after
the participant has attained a combination of age and years of service that equals at least 65; provided that the minimum number ofyears of service credited is five and the maximum number of years of service credited for purposes of this calculation shall be ten. Thus,
the named executive officers who satisfy the definition and are eligible for the benefits above associated with retirement as ofDecember 31, 2023, include Ms. Manning and Mr. Larson.
The following table provides the value of equity awards that could accelerate and become exercisable or vested upon theoccurrence of a change of control or if the named executive officer had become disabled or died as of December 31, 2023. The value
calculations are based upon our closing stock price as of the last business day of 2023 ($161.78) and in the case of options reflect thepayment of the respective option exercise price.

70

Value of Equity Awards Upon Certain Events
Change of Control1
Name
Anna Manning
Todd C. Larson
Tony Cheng
Leslie Barbi
Ronald Herrmann

Disability or Death

Options/SARs

PCS/RSU(full award at target)

Options/SARs

PCS/RSU(pro rata)$1,750,079$558,799$394,855$411,627$285,826$15,713,853$3,590,545$2,686,680$2,536,062$2,906,702$1,750,079$558,799$394,855$411,627$285,826$7,603,168$1,758,891$1,186,924$1,299,626$2,010,641

1

Payment upon a change of control is subject, in all cases, to the Committee's authority to, among other actions, adjust such awards or cause them to be assumed by the surviving corporationin such change (as described above).

Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation
S-K (the "pay versus performance rules"), we are providing information showing the relationship between executive compensation
actually paid (as defined in the SEC rules) and the Company's financial performance. The Human Capital and Compensation Committee
did not consider this disclosure when making compensation decisions. Further information about how we align executive compensation
with Company performance can be found above under "Compensation Discussion and Analysis." For purposes of the disclosure below:
•
•

•
•
•

Ms. Manning, our former Chief Executive Officer, was the Company's principal executive officer during 2023 ("PEO");"Compensation Actually Paid" ("CAP") adheres to the requirements set forth in Regulation S-K Item 402(v), which differs fromthe calculation methodology used to prepare the Summary Compensation Table and also do not reflect the actual amount ofcompensation earned by or paid to Ms. Manning or our other named executive officers during the applicable year;"TSR" is total shareholder return;
The peer group used to calculate Peer Group TSR is the S&P Life & Health Insurance sub-index; andTrailing 12-month adjusted operating return on equity is the Company-selected performance measure.

71

Pay Versus Performance Table

Year

2023
2022
2021
2020

Summary
Compensation Table
Total for PEO1

$13,534,431$11,354,662$16,109,515$9,044,233

Compensation
Actually Paid to
PEO2,8$20,003,838$19,808,104$9,495,022$(2,529,957)

Average Summary
Average
Compensation Table
Compensation
Total for Non-PEO Actually Paid to NonNamed Executive
PEO Named
Officers3
Executive Officers4,8$4,685,824$3,114,364$3,249,851$2,491,515$5,914,312$4,238,584$2,356,848$420,220

1

Value of initial fixed$100 investment
based on:

TSR5

Peer
Group
TSR6

$109.37$93.97$70.64$72.98$142.87$136.53$123.73$90.52Net Income(millions)Company-Selected
Performance
Measure: Trailing
12 Month Adjusted
Operating Returnon Equity7

$902
$623
$617
$415

14.5%
10.3%
0.8%
5.7%

7

The dollar amounts reported for Ms. Manning under "Summary Compensation Table Total" are the amounts of total compensation reported for Ms. Manning for each corresponding year in
the "Total" column of the Summary Compensation Table as reflected on page 58.
2
The dollar amounts reported for Ms. Manning under "Compensation Actually Paid" represent the amount of compensation actually paid to Ms. Manning as computed in accordance with Item402(v) of Regular S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Ms. Manning during the applicable year. In accordance with the requirementsof Item 402(v) of Regulation S-K, the adjustments in the table below were made to Ms. Manning's total compensation for each year to determine the compensation actually paid. See"Compensation Actually Paid to PEO" table below for additional information.
3
The dollar amounts reported under "Average Summary Compensation Total" for non-PEO NEOs represent the average of the amounts reported for the Company's named executive officers("NEOs") as a group (excluding any individual serving as our CEO for such year) in the "Total" column of the Summary Compensation Table in each applicable year. The names of the NEOs
included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022 and 2023, Todd Larson, Tony Cheng, Leslie Barbi and Ronald Herrmann; (ii) for 2021,
Todd Larson, Tony Cheng, Leslie Barbi, Ronald Herrmann and Alain Néemeh; and (iii) for 2020, Todd Larson, Tony Cheng, Leslie Barbi, Alain Néemeh and John Laughlin.
4
The dollar amounts reported under "Average Compensation Actually Paid" for non-PEO NEOs represent the average amount of compensation actually paid to the NEOs as a group (excluding
the CEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as agroup during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to the NEOs' total compensation foreach year to determine the compensation actually paid. See "Compensation Actually Paid to non-PEO NEOs" table below for additional information.
5
Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement of dividends for the measurement period, assuming dividend reinvestment andthe difference between the Company's share price at the end and the beginning of the measurement period by the Company's share price at the beginning of the measurement period.
6
Represents the weighted peer group TSR, weighted according to the respective companies' stock market capitalization at the beginning of each period for which a return is indicated. The peergroup used for this purpose is the S&P Life & Health Insurance sub-index.
7
See "Use of Non-GAAP Financial Measures" on page 86 for reconciliations from GAAP figures to adjusted operating figures.
8
The assumptions used in calculating the fair value of the equity awards did not differ in any material respect from the assumptions used to calculate the grant date fair value of the awards asreported in the Summary Compensation Table, except that the fair value calculations of (i) the options granted on or between March 6, 2020 and March 9, 2023 used an estimated term
between 2.3 years and 4.6 years in FY23, as compared to an estimated term of 6.25 years to 7.00 years used to calculate the grant date fair value of such awards, and (ii) the FY21-23 PSU
assumed a payout below target, the FY22-24 PSU assumed a payout above target, and the FY23-25 PSU assumed a payout at target in FY23, in each case as compared to the grant date fairvalue calculations which assumed a payout at target.

72

Compensation Actually Paid to PEO
PEO
2023
Total Compensation as reported in Summary Compensation Table ("SCT")$
Minus Pension values reported in SCT
Minus Fair value of equity awards granted during fiscal year
Plus Pension value attributable to current year's service and any change in pension value attributable to plan amendments made in the current year
Plus Fair value of equity compensation granted in current year - value at end of year-end
Plus Fair value of equity compensation granted in current year - vesting date value
Plus Change in fair value for end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year
Plus Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end ofcurrent fiscal year
Plus Dividends or other earnings paid on stock or options awards in the covered fiscal year prior to the vesting date that are not otherwise included in the
total compensation for the covered fiscal year
Plus Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year

13,534,431
959,479
7,350,004
936,937
8,504,645—
460,414Compensation Actually Paid to PEO

20,003,838

4,876,894——$

Compensation Actually Paid to Non-PEO NEOs
Non-PEO NEO Averages
2023
Total Compensation as reported in Summary Compensation Table ("SCT")$
Minus Pension values reported in SCT
Minus Fair value of equity awards granted during fiscal year
Plus Pension value attributable to current year's service and any change in pension value attributable to plan amendments made in the current year
Plus Fair value of equity compensation granted in current year - value at end of year-end
Plus Fair value of equity compensation granted in current year - vesting date value
Plus Change in fair value for end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year
Plus Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end ofcurrent fiscal year
Plus Dividends or other earnings paid on stock or options awards in the covered fiscal year prior to the vesting date that are not otherwise included in the
total compensation for the covered fiscal year
Plus Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year

4,685,824
121,970
1,579,385
121,970
1,765,495
113,615
67,176

Average Compensation Actually Paid to non-PEO NEOs

5,914,312$

861,587——

Financial Performance Measures
As described above under "Compensation Discussion and Analysis," the philosophy and objectives of our executive
compensation programs include creating incentives that will focus executives on, and reward for increasing long-term shareholder value
and aligning the long-term financial interests of our executives with those of our shareholders. As explained in "Compensation
Discussion and Analysis," the most important financial measures used by the Company to link compensation actually73

paid (as defined by SEC rules) to the Company's named executive officers for the most recently completed fiscal year to the Company's
performance are:
•
•
•
•
•

Trailing 12 Month Adjusted Operating Return on Equity;
Revenue;
Adjusted Earnings per Share;
New Business Embedded Value; andBook Value per Share, excluding AOCI

Analysis of Pay versus Performance Table Information
As described in "Compensation Discussion and Analysis" above, the Company uses several measures to align executive
compensation with Company performance. Not all of such measures are presented in the Pay versus Performance table above.
Additionally, as discussed in "Compensation Discussion and Analysis," the Company's executive compensation philosophy generally seeks
to incentivize long-term performance. Therefore, the Company does not specifically align performance measures with compensationthat is actually paid (as defined by SEC rules) for any single year. In accordance with Item 402(v) of Regulation S-K, we are providing thefollowing graphical descriptions showing certain information presented in the table above.

*TSR figures represent cumulative amount of $100 invested in Company common stock on January 1, 2020.

74†See "Use of Non-GAAP Financial Measures" on page 86 for reconciliations from GAAP figures to adjusted operating figures.

CEO Pay Ratio
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation
S-K (the "pay ratio rules"), we are providing information about the relationship of the annual total compensation of our employees andthe annual total compensation of Ms. Manning, our Chief Executive Officer (our "CEO") during 2023. This regulation requires theCompany to identify our median employee by using consistently applied compensation measures and then determine the ratio of ourCEO's total annual compensation to the compensation of this employee. The pay ratio information included in this disclosure is areasonable estimate calculated in a manner consistent with the pay ratio rules.
The pay ratio rules permit the use of a determined median employee for up to three years, unless there has been a meaningfulchange to the Company's employee population, or a change in employee compensation arrangements such that the Company believes
would result in a significant modification to the pay ratio disclosure.
During the 2023 fiscal year there was no significant change in our employee population or employee compensation
arrangements that we reasonably believe would result in a significant change to our pay ratio disclosure. Therefore, we chose to use thesame median employee identified and disclosed in the Company's 2023 proxy statement. This median employee was selected fromthose individuals whose compensation is determined by the Company, which includes all of our regular employees, temporary fixedterm employees, temporary student employees, interns and co-op

75

employees who were working for the Company on October 31, 2023. As of October 31, 2023, there were 4,000 individuals working forthe parent company and consolidated subsidiaries worldwide.
We used base salary and ABP payments to calculate our median employee, as these compensation measures apply consistently
to all employees, across all locations of our employee population. The base salary of any permanent full-time employee who did notwork the full year was annualized. We did not make any cost-of-living adjustments for non-U.S. employees in determining each
employees' annual compensation. For foreign employees, a year-to-date average exchange rate was used for base salary and the spot
rate for March 1, 2023 was used for the ABP payment.
We combined all of the elements of the median employee's compensation for 2023, in accordance with the requirements of thepay ratio rules, resulting in annual total compensation of $145,751. The annual total compensation of our CEO as reported in theSummary Compensation Table included in this Proxy Statement, was $13,534,431 in 2023. Based on this information, for 2023 the ratioof the annual total compensation of our CEO as compared to our median employee was 93:1.

76

STOCK OWNERSHIP
Beneficial Ownership Table
The following table sets forth, as of December 31, 2023, certain information with respect to: (1) each person known by us to be
the beneficial owner of 5% or more of our outstanding common stock and (2) the ownership of common stock by (i) each of ourdirectors and nominees, (ii) each of our named executive officers and (iii) all directors, nominees and executive officers as a group.

Beneficial Ownership as of December 31, 2023
Amount and Nature of
Beneficial Ownership1

Percent ofClass2

7,608,0803

11.50%

7,286,1814

11.06%

5,575,2535

8.46%

Pina Albo
Michele BangJohn J. Gauthier
Patricia L. Guinn
Hazel M. McNeilage
George Nichols III
Stephen O'Hearn (Chair)
Shundrawn Thomas
Khanh T. Tran
Steven C. Van Wyk

1,072—
8,7596
9,192
527
2,352
—
3,454
1,072
9897

*
*
*
*
*
*
*
*
*
*

Anna Manning
Todd C. Larson
Tony Cheng
Leslie Barbi
Ronald Herrmann

536,3788
114,7809
55,82110
27,64711
5,70212*****898,22313

1.37%

Beneficial Owner
Significant Shareholders
Blackrock, Inc.
55 East 52nd Street
New York, NY 10055
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
FMR LLC
245 Summer Street
Boston, MA 02210
Directors, Nominees and Named Executive Officers:
Non-Employee Directors

Named Executive Officers

All directors and executive officers as a group (20 persons)*Less than 1%.

77

1.

For purposes of this table, "beneficial ownership" is determined in accordance with Rule 13d-3 under the Exchange Act, pursuant to which a person orgroup of persons is deemed to have "beneficial ownership" of any shares of common stock that such person has the right to acquire within 60 days. For
computing the percentage of the class of securities held by each person or group of persons named above, any shares which such person or persons has
the right to acquire within 60 days (as well as the shares of common stock underlying fully vested stock options or SARs) are deemed to be outstanding
for the purposes of computing the percentage ownership of such person or group but are not deemed to be outstanding for the purposes of computing
the percentage ownership of any other person or group. No director, nominee or named executive officer owns more than 1% of our outstanding
common stock.

2. Unless otherwise indicated, each named person has sole voting and investment power over the shares listed as beneficially owned and none of the shares

listed are pledged as security.
3.

As reported on Schedule 13G/A filed January 30, 2024, Blackrock, Inc. and funds and accounts managed by Blackrock, Inc. and its subsidiaries have solevoting power over 7,086,528 shares and sole dispositive power over 7,608,080 shares.

4. As reported on Schedule 13G/A filed February 13, 2024, The Vanguard Group, Inc. and its affiliates have shared voting power over 29,221 shares, shareddispositive power over 99,849 shares, and sole dispositive power over 7,186,332 shares.
5. As reported on Schedule 13G/A filed February 9, 2024, FMR LLC and its affiliates have sole voting power over 5,383,771 shares and dispositive power over

5,575,253 shares.
6. Mr. Gauthier has joint ownership and shares voting and investment power with his spouse over all shares of common stock.

7. Mr. Van Wyk has joint ownership and shares voting and investment power with his spouse over all shares of common stock.
8. Includes for Ms. Manning 450,107 shares of common stock subject to restricted share units and/or SARs that are exercisable within 60 days.
9. Includes for Mr. Larson 71,104 shares of common stock subject to stock options, restricted share units and/or SARs that are exercisable within 60 days. Mr.

Larson shares voting and investment power for 4,928 shares with his spouse.
10. Includes for Mr. Cheng 35,683 shares of common stock subject to restricted share units and/or SARs that are exercisable within 60 days.
11. Includes for Ms. Barbi 25,469 shares of common stock subject to restricted share units and/or SARs that are exercisable within 60 days.
12. Includes for Mr. Herrmann 5,262 shares of common stock subject to restricted share units and/or SARs that are exercisable within 60 days.
13. Includes 662,551 shares of common stock subject to stock options, restricted share units and/or SARs that are exercisable within 60 days.

Other Securities Ownership Information
Director Stock Retention Policy
Our director stock retention policy provides that, subject to certain exceptions for tax obligations and estate planning purposes, anon-employee member of the Board of Directors may not transfer any shares of the Company's common stock which he or she received
as compensation for service on the Board of Directors until the value of the total shares held by the director equals or exceeds five times
the amount of the annual cash retainer paid to such director.

Directors' Phantom Shares
Non-employee directors may elect to receive phantom shares by deferring all or a portion of their annual compensation(including the stock portion). A phantom share is a hypothetical share of our common stock based upon the fair market value of thecommon stock at the time of the grant.

78

Phantom shares granted prior to January 1, 2016 are not distributed until the director ceases to serve on the Board, at which time theCompany will issue cash or shares of common stock in an amount equal to the value of the phantom shares. Effective January 1, 2016,
directors may elect to receive distributions of deferred shares after five or seven years or at retirement pursuant to a post-deferral
election. Distributions can be either via shares or cash and may be paid as a single payment or in five substantially similar annual
installments.
Directors with phantom shares will earn dividend equivalents on each performance unit credited to and accumulated under theiraccount. "Dividend Equivalents" means a dollar amount equal to the cash dividend that such director would have been entitled toreceive if the director had been the owner, on the record date for a dividend paid on the Company's common stock, of a number ofshares of common stock equal to the number of performance units then properly credited to and accumulated under the director's
phantom share account.
Since phantom shares can be distributed in cash instead of stock, they are not included as shares beneficially owned by the
directors under the Beneficial Ownership Table disclosed above. Several directors have elected to participate in the deferral option andthe following table illustrates their accumulated phantom share balance as of December 31, 2023:

Phantom Share Ownership
Name

Phantom Shares

Pina Albo
Patricia L. Guinn
Hazel M. McNeilage
Stephen O'Hearn
Steven C. Van Wyk

7,211
1,986
6,536
4,598
9,460

Executive Stock Ownership Guidelines
To further align the interests of our management and our shareholders, our executive stock ownership guidelines provide that
our senior executives should hold a specified number of shares of Company stock, expressed as a multiple of such executives' basesalary. For 2023, these guidelines were as follows:

Ownership Guidelines
Position

Share Ownership Requirement

President and Chief Executive Officer
Senior Executive Vice President
Executive Vice President
Senior Vice President

8x Base Salary
5x Base Salary
2x - 5x Base Salary
1x - 2x Base Salary

The number of shares includes only those shares of common stock that are directly or beneficially owned by the executive plus
unvested RSUs discounted by a notional tax rate. Executives who are subject to the guidelines must retain the net shares (net of
applicable taxes for PCS and RSU awards and, for SARs and stock options, net of exercise cost and taxes) from any SARs and stock option
exercise or award of PCS or RSU until they satisfy the applicable stock ownership requirement.

79

As of December 31, 2023, Ms. Manning and Mr. Larson met their respective ownership requirements. Mr. Cheng's ownership
requirement increased in 2023 and he does not currently meet the requirement. Ms. Barbi and Mr. Herrmann joined RGA in January
2020 and November 2020, respectively, and have not had sufficient time to meet their stock ownership requirement.

Prohibitions against Short Sales, Hedging, Margin Accounts and Pledging
The Company's Insider Trading Policy (the "Policy") prohibits directors, executive officers, employees, and others from engaging
in the following categories of transactions:••••short sales of Company securities;
hedging or monetization transactions, including the use of prepaid variable forward contracts, equity swaps, collars, andexchange funds;
holding Company securities in a margin account or otherwise pledging Company securities as collateral for a loan; andtransactions in publicly-traded options, including puts, calls or other derivative securities in relation to Company securities.

In addition, the Policy strongly discourages the use of standing or limit orders on Company securities. The Policy's restrictions areintended to prevent a misalignment of interests with the Company's shareholders or the appearance of such a misalignment.

Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors, executive officers and persons who beneficially own more than 10% of aregistered class of our equity securities to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC and the
NYSE. Directors, executive officers and greater than 10% shareholders are required by SEC regulation to furnish us with copies of all
Forms 3, 4 and 5 they file.
Based solely on our review of the copies of such forms we have received or that were filed with the SEC, or written
representations from certain reporting persons, we believe that all our directors, executive officers and greater than 10% beneficial
owners complied with all filing requirements applicable to them with respect to transactions during 2023.

Other Matters
Audit Committee Report
The Audit Committee has reviewed and discussed our 2023 audited financial statements with Company executives. The Audit
Committee also discussed with the independent registered public accounting firm the matters required to be discussed as required byauditing standards of the Public Company Accounting Oversight Board ("PCAOB"), SEC Rule 2-07 of Regulation S-X, Statement of AuditingStandards ("SAS") No. 114, "The Auditor's Communication With Those Charged With Governance." The Audit Committee has received
the written disclosures and the letter from the independent registered public accounting firm required by the applicable requirements of
the PCAOB Rule 3526, and has discussed with those accountants their independence. Based on those reviews and discussions, the Audit
Committee recommended to our Board of Directors that the audited financial statements be included in our Annual Report on Form 10K for the year ended December 31, 2023, for filing with the SEC. This report is provided by the following independent directors, whocomprise the Audit Committee:

80Patricia L. Guinn, Chair
Michele Bang
Khanh T. Tran
Steven C. Van Wyk

Proxy Solicitation
The solicitation will primarily be by Internet and mail and the expense thereof will be paid by the Company. In addition, proxies
may be solicited by directors, officers or employees of the Company in person, or by telephone or other electronic means ofcommunication. To aid in the solicitation of proxies, we have retained MacKenzie Partners, which will receive a fixed fee ofapproximately $15,000, in addition to the reimbursement of out-of-pocket expenses, for its performance of certain administrative
services related to the solicitation. MacKenzie Partners will not make any recommendation to the shareholders regarding the approval ordisapproval of any voting matters.

Other Business
The Board is not aware of any business other than the matters described in this Proxy Statement to be presented at the Annual
Meeting. To the extent any matters not known at this time may properly come before the Annual Meeting, absent instructions to thecontrary, the enclosed proxy will confer discretionary authority with respect to such other matters and it is the intention of the persons
named in the proxy to vote in accordance with their judgement on such matters.

Questions and Answers about the Annual Meeting
Who is asking for my vote and why?
The RGA Board of Directors is soliciting proxies for use at the Annual Meeting of shareholders to be held on May 22, 2024, and any
adjournments or postponements of the meeting. The Annual Meeting will only be held if there is a quorum, which means that a majorityof the outstanding common stock entitled to vote is represented at the Annual Meeting by proxy or in person. To ensure that a quorum
is present, the Board asks that you vote before the Annual Meeting, which allows your RGA stock to be represented at the meeting.

Who can vote at the Annual Meeting and how many votes do I have?
If you were a holder of record of Company common stock at the close of business on March 28, 2024, you are eligible to vote at
the 2024 Annual Meeting. For each matter presented for vote, you have one vote for each share you own.

How do I vote?
Your vote is important. Please cast your vote as soon as possible using one of the following methods.
By Telephone or Internet. All shareholders of record also can vote by touchtone telephone within the U.S., U.S. territories andCanada, using the toll-free telephone number on the proxy card, or through the Internet, using the procedures and instructions
described on the proxy card. The telephone and Internet voting procedures are designed to authenticate shareholders' identities, toallow shareholders to vote their shares and to confirm that their instructions have been recorded properly. You can vote via the Internet(www.proxyvote.com) or via telephone by calling 1-800-690-6903 by 11:59 p.m., Eastern Time, on May 21, 2024.

81

By Written Proxy. All shareholders of record can vote by written proxy card. If you received a proxy card or voting instruction
form in the mail, you may vote by completing, signing, dating and returning your proxy card in the return envelope provided to you in
accordance with the instructions provided with the proxy card. If you sign and return your proxy card but do not mark any selections
giving specific voting instructions, your shares represented by that proxy will be voted as recommended by the Board of Directors.
At the Meeting. All shareholders of record may vote at the meeting. Whether you plan to attend the meeting or not, we
encourage you to vote by proxy as soon as possible. The proxy committee will vote your shares according to your directions.

Can I change my vote?
There are several ways in which you may revoke your proxy or change your voting instructions before the time of voting at themeeting:••••

Vote again by telephone or at the Internet website.
Mail a revised proxy card or voting instruction form that is dated later than the prior one.
Vote at the Annual Meeting.
Notify the Company's Corporate Secretary in writing that a prior proxy is revoked or voting instructions are changed.

Please note that for your vote to be counted, the revocation or change must be received by 11:59 p.m., Eastern Time, on May
21, 2024.

Are the votes kept confidential?
All proxies, ballots and voting instruction forms are handled on a confidential basis to protect your voting privacy. This information will
be disclosed only to those tabulating the vote, unless there is a proxy contest if the shareholder authorizes disclosure to defend legal
claims or as otherwise required by law. Comments written on your proxy, ballot or voting instruction form are not confidential.

What is a Broker Non-Vote?
A "broker non-vote" occurs when a broker submits a proxy for the meeting with respect to a discretionary matter but does notvote on non-discretionary matters because the beneficial owner did not provide voting instructions on those matters. Under NYSE rules,
the proposal to ratify the appointment of independent auditors is considered a "discretionary" item. This means that brokerage firms
may vote in their discretion on behalf of clients (beneficial owners) who have not furnished voting instructions at least 15 days before
the date of the Annual Meeting. In contrast, all of the other proposals set forth in this Proxy Statement are "non-discretionary" items—
brokerage firms that have not received voting instructions from their clients on these matters may not vote on these proposals.
If a broker indicates on the proxy that it does not have discretionary authority as to certain shares to vote on a particular matter,
those shares will not be considered as present and entitled to vote with respect to that matter and thus will have no effect on theoutcome of the vote with regard to such matters. Please note that brokers cannot vote uninstructed shares on your behalf in director
elections or with regard to executive compensation matters. For your vote to be counted, you must submit your voting instruction form
to your broker.

How are proxies solicited, and who pays for the solicitation of proxies?
Soliciting a proxy is the outreach to obtain the authorization of shareholders to vote on their behalf at a shareholder meeting.
The Company pays the cost of soliciting proxies. Proxies will be solicited on behalf of the Board of Directors by mail, telephone and otherelectronic means or in person.

82

How do I comment on Company business?
We collect comments from the proxy card if you vote by mailing the proxy card. You may also mail comments to our Corporate
Secretary at our corporate headquarters. Although it is not possible to respond to each shareholder, your comments help us tounderstand your concerns.

Where can I find additional information about the Company?
The Company's website, www.rgare.com, contains additional information about the Company, including:

•
•
•
•
•

This Proxy Statement and our 2023 Annual Report to Shareholders;
Our Code of Conduct, the Directors' Code of Business Conduct and Ethics and our Financial Management Code of Professional
Conduct;
Our Board's Corporate Governance Guidelines and charters for the Audit, Cybersecurity and Technology, Human Capital andCompensation, Investment, Nominating and Governance and Risk Committees. The committee charters include a detailed
description of the roles and responsibilities of each committee;
The process by which interested parties and shareholders can communicate with our directors and the Board; andAdditional financial information can be found in the Quarterly Financial Supplements on the Investor Relations portion of our
website.
Information on our website does not constitute part of this Proxy Statement.

You may also write us at our corporate headquarters, 16600 Swingley Ridge Road, Chesterfield, Missouri 63017, to receive thefollowing information, without charge:

Additional Information
Shareholder Request

RGA Contact

A copy of any of the codes of conduct or governance documents described above
A copy of our Articles of Incorporation, Bylaws, this Proxy Statement, form of proxy card and our Annual Report to Shareholders
Interested parties and shareholders may communicate directly with our Chair of the Board

Investor Relations
Corporate Secretary
General Counsel

Where can I find the results of the Annual Meeting?
Voting results will be disclosed in a Current Report on Form 8-K filed with the SEC within four business days following the 2024
Annual Meeting.

What is "Householding" of proxy materials?
The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxystatements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed tothose shareholders. This process, which is commonly referred to as "householding," potentially provides extra convenience forshareholders and cost savings for companies. Some brokers household proxy materials, delivering a single proxy statement to multiple
shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you havereceived notice from your broker that they will be householding materials to your address, householding will continue until you are
notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and83

would prefer to receive a separate proxy statement or if your household currently receives multiple copies and would like to participate
in householding in the future, please notify your broker.

How do I submit shareholder proposals or director nominations for the 2025 Annual Meeting?
Shareholder proposals submitted under the process prescribed by the SEC pursuant to Rule 14a-8 under the Securities Exchange
Act of 1934 for presentation at the 2025 Annual Meeting must be received by us by December 12, 2024, for inclusion in our Proxy
Statement relating to that meeting. Upon receipt of any such proposal, we will determine whether or not to include such proposal in the
Proxy Statement and proxy in accordance with applicable SEC rules and regulations governing Rule 14a-8 shareholder proposals.
Additionally, our Bylaws include proxy access provisions which permit any shareholder, or group of up to 20 shareholders,owning at least three percent (3%) of the Company's outstanding stock continuously for at least three (3) years, to nominate and include
in the Company's annual meeting proxy materials director nominees constituting up to two directors or 20% of the Board, whichever isgreater, provided that the shareholders and nominees satisfy the requirements specified in our Bylaws. These provisions require that
notice of any proxy access nomination be given to the Company not less than 120 nor more than 150 days prior to the anniversary of thedate we commenced mailing of our proxy materials in connection with our most recent annual meeting of shareholders. Accordingly,
with respect to our 2025 Annual Meeting, notice of any proxy access nomination must be provided to us no earlier than November 12,
2024, and no later than December 12, 2024. Any such notice made pursuant to these proxy access provisions must include theinformation and documents set forth in, and otherwise comply with, our Bylaws.
Further, in the event that any shareholder desires to propose business or nominate any director in connection with our 2025
Annual Meeting that is not submitted for inclusion in the Proxy Statement related to such annual meeting pursuant to Rule 14a-8 or our
proxy access director nomination provisions (each as described above), any such shareholder must provide timely notice of suchbusiness or nomination in accordance with the advance notice provisions of our Articles of Incorporation and Bylaws. Under our Articles
of Incorporation, any such notice must be given to the Company not less than 60 days nor more than 90 days prior to our annual
meeting of shareholders (provided that we have provided at least 70 days' prior notice or public disclosure of the date of such annual
meeting). We currently anticipate that our 2025 Annual Meeting will be held on May 28, 2025. Accordingly, any notice of such businessor director nomination with respect to our 2025 Annual Meeting must be provided to us no earlier than February 27, 2025, and no later
than March 29, 2025. In addition, any proposal of such business or director nomination must include the information and documents set
forth in, and otherwise comply with, our Articles of Incorporation and Bylaws. Further, shareholders making any such director
nomination who intend to solicit proxies in accordance with the SEC's universal proxy rules for director nominees must provide noticethat sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934 no later than February 10, 2025, andotherwise comply with Rule 14a-19 (which requirements under Rule 14a-19 are in addition to the requirements under our Articles ofIncorporation and Bylaws as described above).
In the event that any shareholder proposes business or makes a director nomination pursuant to the advance notice provisions
set forth in our Articles of Incorporation and Bylaws, the shareholder proposing business or making a nomination (or a qualified
representative of the shareholder) must appear at the applicable meeting of shareholders to present such business or nomination for it
to be considered.
The Board or the presiding officer at the Annual Meeting may reject any director nominations or proposals that are not made inaccordance with our Articles of Incorporation and Bylaws, or that are not a proper subject for shareholder action in accordance withapplicable law. In addition, the foregoing time limits apply in determining whether notice is timely for purposes of rules adopted by the
SEC relating to the exercise of discretionary voting authority. Any notices in connection with proposing

84

business or director nominations as described above must be given to our Secretary at our corporate headquarters.
Consistent with our Corporate Governance Guidelines, the Nominating and Governance Committee will consider shareholder
nominations for directors who meet the notification, timeliness, consent, information and other requirements set forth in our Articles ofIncorporation and Bylaws. The Committee makes no distinctions in evaluating nominees for positions on the Board based on whether or
not a nominee is recommended by a shareholder, provided that the procedures with respect to nominations referred to above arefollowed. Potential candidates for nomination as directors must provide written information about their qualifications and participate ininterviews conducted by individual Board members, including the Board chair and relevant committee chairs. Candidates are evaluatedusing the criteria adopted by the Board to determine their qualifications based on the information supplied by the candidates andinformation obtained from other sources. The Nominating and Governance Committee will recommend candidates to the Board forelection as directors for approval, only if the Committee determines, in its judgment, that they have the specific minimum qualifications
described above.

Cautionary Note Regarding Forward-Looking Statements
This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 andfederal securities laws including, among others, statements relating to projections of the future operations, strategies, earnings,
revenues, income or loss, ratios, financial performance and growth potential of Reinsurance Group of America, Incorporated (the"Company"). Forward-looking statements often contain words and phrases such as "anticipate," "assume," "believe," "continue,""could," "estimate," "expect," "if," "intend," "likely," "may," "plan," "potential," "pro forma," "project," "should," "will," "would," andother words and terms of similar meaning or that are otherwise tied to future periods or future performance, in each case in allderivative forms. Forward-looking statements are based on management's current expectations and beliefs concerning future
developments and their potential effects on the Company. Forward-looking statements are not a guarantee of future performance andare subject to risks and uncertainties, some of which cannot be predicted or quantified. Future events and actual results, performance,
and achievements could differ materially from those set forth in, contemplated by or underlying the forward-looking statements.
Factors that could also cause results or events to differ, possibly materially, from those expressed or implied by forward-looking
statements, include, among others: (1) adverse changes in mortality (whether related to COVID-19 or otherwise), morbidity, lapsation or
claims experience, (2) inadequate risk analysis and underwriting, (3) adverse capital and credit market conditions and their impact on
the Company's liquidity, access to capital and cost of capital, (4) changes in the Company's financial strength and credit ratings and theeffect of such changes on the Company's future results of operations and financial condition, (5) the availability and cost of collateralnecessary for regulatory reserves and capital, (6) requirements to post collateral or make payments due to declines in the market valueof assets subject to the Company's collateral arrangements, (7) action by regulators who have authority over the Company's reinsurance
operations in the jurisdictions in which it operates, (8) the effect of the Company parent's status as an insurance holding company andregulatory restrictions on its ability to pay principal of and interest on its debt obligations, (9) general economic conditions or a
prolonged economic downturn affecting the demand for insurance and reinsurance in the Company's current and planned markets, (10)the impairment of other financial institutions and its effect on the Company's business, (11) fluctuations in U.S. or foreign currency
exchange rates, interest rates, or securities and real estate markets, (12) market or economic conditions that adversely affect the valueof85

the Company's investment securities or result in the impairment of all or a portion of the value of certain of the Company's investment
securities that in turn could affect regulatory capital, (13) market or economic conditions that adversely affect the Company's ability tomake timely sales of investment securities, (14) risks inherent in the Company's risk management and investment strategy, includingchanges in investment portfolio yields due to interest rate or credit quality changes, (15) the fact that the determination of allowances
and impairments taken on the Company's investments is highly subjective, (16) the stability of and actions by governments andeconomies in the markets in which the Company operates, including ongoing uncertainties regarding the amount of U.S. sovereign debt
and the credit ratings thereof, (17) the Company's dependence on third parties, including those insurance companies and reinsurers towhich the Company cedes some reinsurance, third-party investment managers and others, (18) financial performance of the Company's
clients, (19) the threat of natural disasters, catastrophes, terrorist attacks, pandemics, epidemics or other major public health issues
anywhere in the world where the Company or its clients do business, (20) competitive factors and competitors' responses to theCompany's initiatives, (21) development and introduction of new products and distribution opportunities, (22) execution of theCompany's entry into new markets, (23) integration of acquired blocks of business and entities, (24) interruption or failure of theCompany's telecommunication, information technology or other operational systems, or the Company's failure to maintain adequate
security to protect the confidentiality or privacy of personal or sensitive data and intellectual property stored on such systems, (25)adverse developments with respect to litigation, arbitration or regulatory investigations or actions, (26) the adequacy of reserves,
resources and accurate information relating to settlements, awards and terminated and discontinued lines of business, (27) changes inlaws, regulations, and accounting standards applicable to the Company or its business, including Long Duration Targeted Improvement
accounting changes and (28) other risks and uncertainties described in this document and in the Company's other filings with the
Securities and Exchange Commission ("SEC").
Forward-looking statements should be evaluated together with the many risks and uncertainties that affect the Company's
business, including those mentioned in this document and described in the periodic reports the Company files with the SEC. These
forward-looking statements speak only as of the date on which they are made. The Company does not undertake any obligation to
update these forward-looking statements, even though the Company's situation may change in the future, except as required underapplicable securities law. For a discussion of the risks and uncertainties that could cause actual results to differ materially from thosecontained in the forward-looking statements, you are advised to see Item 1A – "Risk Factors" in the Company's Annual Report on Form
10-K for the year ended December 31, 2023, as may be supplemented by Item 1A – "Risk Factors" in the Company's subsequent
Quarterly Reports on Form 10-Q and in our other periodic and current reports filed with the SEC.

Use of Non-GAAP Financial Measures
Reinsurance Group of America, Incorporated (the "Company") discloses certain financial measures that are not determined inaccordance with U.S. GAAP. The Company principally uses such non-GAAP financial measures in evaluating performance because theCompany believes that such measures, when reviewed in conjunction with relevant U.S. GAAP measures, present a clearer picture of ouroperating performance and assist the Company in the allocation of its resources. The Company believes that these non-GAAP financial
measures provide investors and other third parties with a better understanding of the Company's results of operations, financial
statements and the underlying profitability drivers and trends of the Company's businesses by excluding specified items which may not
be indicative of the Company's ongoing operating performance and may fluctuate significantly from period to period. These measures
should be considered supplementary to the Company's financial results that are presented in accordance with U.S. GAAP and should not
be viewed as a substitute for U.S. GAAP measures. Other companies may use similarly titled non-GAAP financial measures that are86

calculated differently from the way the Company calculates such measures. Consequently, the Company's non-GAAP financial measures
may not be comparable to similar measures used by other companies.
The following non-GAAP financial measures are used in this document or in other public disclosures made by the Company fromtime to time:
1. Adjusted operating income, on a pre-tax and after-tax basis, and adjusted operating income per diluted share. The Company
uses these measures as a basis for analyzing financial results because the Company believes that such measures better reflect
the ongoing profitability and underlying trends of the Company's continuing operations. Adjusted operating income is calculated
as net income available to the Company's shareholders (or, in the case of pre-tax adjusted operating income, income before
income taxes) excluding substantially all of the effect of net investment related gains and losses, changes in the fair value ofcertain embedded derivatives, and changes in the fair value of contracts that provide market risk benefits, any of which can bevolatile and may not reflect the underlying performance of the Company's businesses. Additionally, adjusted operating income
excludes, to the extent applicable, any net gain or loss from discontinued operations, the cumulative effect of any accountingchanges, the impact of certain tax-related items, and any other items that the Company believes are not indicative of theCompany's ongoing operations. In addition, adjusted operating income per diluted share is calculated as adjusted operating
income divided by weighted average diluted shares outstanding. These measures also serve as a basis for establishing target
levels and awards under the Company's management incentive programs.
2. Adjusted operating income (on a pre-tax and after-tax basis), excluding notable items. Notable items are items the Company
believes may not be indicative of its ongoing operating performance which are excluded from adjusted operating income toprovide investors and other third parties with a better understanding of the Company's results. Such items may be unexpected,
unknown when the Company prepares its business plan or otherwise. Notable items presented may include the financial impactof the Company's assumption reviews on business subject to the Financial Accounting Standards Board's Accounting Standards
Update No. 2018-12, "Targeted Improvements to the Accounting for Long-Duration Contracts" and related amendments,
reflected in future policy benefits remeasurement gains or losses.
3. Adjusted operating revenue. This measure excludes the effects of net realized capital gains and losses, and changes in the fairvalue of certain embedded derivatives.
4. Shareholders' equity position excluding the impact of accumulated other comprehensive income (loss) ("AOCI"),
shareholders' average equity position excluding AOCI, and book value per share excluding the impact of AOCI. The Company
believes that these measures provide useful information since such measures exclude AOCI-related items that are notpermanent and can fluctuate significantly from period to period, and may not reflect the impact of the underlying performanceof the Company's businesses on shareholders' equity and book value per share. AOCI primarily relates to changes in interest
rates, credit spreads on its investment securities, future policy benefits discount rate measurement gains (losses), market risk
benefits instrument-specific credit risk remeasurement gains (losses) and foreign currency fluctuations. The Company also
discloses a non-GAAP financial measure called shareholders' average equity position excluding AOCI and notable items.
5. Adjusted operating return on equity. This measure is calculated as adjusted operating income divided by average shareholders'equity excluding AOCI. Adjusted operating return on equity also serves as a basis for establishing target levels and awards under
the Company's management incentive programs. The Company also discloses a non-GAAP financial measure called adjusted
operating return on equity excluding notable items, which is calculated as87

adjusted operating income excluding notable items divided by average shareholders' equity excluding notable items and AOCI.
Reconciliations of the foregoing non-GAAP financial measures (to the extent disclosed in this document) to the most comparable
GAAP financial measures, both before and after the adoption of Long-Duration Targeted Improvement accounting standards, areprovided in the following tables.

88Reinsurance Group of America, Incorporated and Subsidiaries
Reconciliation of Non-GAAP Measures(Dollars in millions)(Unaudited)Twelve Months Ended December 31

Net income to adjusted operating income

2023

Net income available to RGA shareholders
Reconciliation to adjusted operating income:
Realized (gains) losses, derivatives and other, included in investment related gains (losses), net
Market risk benefits remeasurement (gains) losses
Realized (gains) losses on funds withheld, included in investment income, net of related expenses
Embedded derivatives:
Included in investment related gains/losses, net
Included in interest credited
Investment (income) loss on unit-linked variable annuities
Interest credited on unit-linked variable annuities
Interest expense on uncertain tax provisions
Other
Uncertain tax positions and other tax related items
Net income attributable to noncontrolling interest$

Adjusted operating income
Notable items
Adjusted operating income, excluding notable items

$

2022

2021

902 $

517 $

1,170

280
(8)
(4)

352
8
19

(365)
(46)
(4)

129
(5)
1
(1)
—
29
4
7

137
(42)
19
(19)
—
(63)
(5)
4

(85)
(36)
(3)
3
(21)
(1)
(90)
—

1,334
—

927
184

522
141

1,334 $

1,111 $

663

Twelve Months Ended December 31

Earnings per share

2023

Diluted earnings per share from adjusted operating income
Earnings per share from net income:Basic earnings per share
Diluted earnings per share
Weighted average number of common and common
equivalent shares outstanding (diluted)

89

2022

2021

$19.88$13.69$7.64$13.60$13.44

$7.73
$7.64

$17.26$17.14

67,11767,703

68,286

Book value per share outstanding

2023

2022

2021

Common shares outstanding

65,621

66,676

67,171

Book value per share outstanding
Less effect of AOCI:
Accumulated currency translation adjustments
Unrealized appreciation (depreciation) of securities
Effect of updating discount rates on future policy benefits
Change in instrument-specific credit risk for market risk benefits
Pension and postretirement benefits$138.39$106.19$121.79$1.04$(55.88)$49.62$0.05$(0.45)$(1.73)$(82.44)$56.32$0.19$(0.41)$(0.20)$56.27$(62.67)$(0.10)$(0.74)

Book value per share outstanding, before impact of AOCI

$144.01$134.26$129.2390

Reinsurance Group of America, Incorporated and Subsidiaries
Reconciliation of Non-GAAP Measures (pre-LDTI adoption basis)(Dollars in millions)(Unaudited)Twelve Months Ended December 31

Net income to adjusted operating income

2022

Net income available to RGA shareholders
Reconciliation to adjusted operating income:Capital (gains) losses, derivatives and other, included in investment related gains/losses, net
Capital (gains) losses on funds withheld, included in investment income, net of related expenses
Embedded derivatives:
Included in investment related gains/losses, net
Included in interest credited
DAC offset, net
Investment (income) loss on unit-linked variable annuities
Interest credited on unit-linked variable annuities
Interest expense on uncertain tax provisions
Non-investment derivatives and other
Uncertain tax positions and other tax related items
Net income attributable to noncontrolling interest
Adjusted operating income
Excluded adjustments for ABP purposes1
Adjusted operating income for ABP purposes

$

$

2021

2020

623 $

617 $

415

354
18

(338)
(4)

(6)
3

107
(42)
(21)
19
(19)
1
(62)
(5)
4

(79)
(36)
30
(3)
3
(21)
(2)
(90)
—

43
16
(6)
(9)
9
9
1
21
—

977
60
917 $

77
158
(81) $

496—
496

Twelve Months Ended December 31

Earnings per share2022

Diluted earnings per share from adjusted operating income
Diluted earnings per share adjustments for ABP purposes1
Diluted earnings per share from adjusted operating income for ABP purposes
Earnings per share from net income:Basic earnings per share
Diluted earnings per share
Weighted average number of common and common
equivalent shares outstanding (diluted)
1

2021

2020

$14.43$0.70$13.73$1.13$2.31$(1.18)

$7.54
—
$7.54

$9.31
$9.21

$9.10
$9.04

$6.35
$6.31

67,703

68,286

65,835Adjusted operating income per share for 2022 ABP purposes excludes variable investment income that is outside of a range of -50% to +50% from that assumed in our annual financial plan. In
the aggregate for 2022, we reported variable investment income of $363.6 million, of which $60 million was excluded because of this adjustment, which equates to a reduction in earnings of$0.70 per diluted share. Adjusted operating income per share for 2021 ABP purposes excludes approximately $158 million of unrealized gains, net of tax, associated with the Company's
investments in limited partnerships and private equity funds for which it utilizes the equity method of accounting, which equates to a reduction in earnings of $2.31 per diluted share.
Unrealized gains on these types of investments were not contemplated when the 2021 ABP performance goals were established and therefore the Committee determined that it is more
appropriate to exclude them from actual 2021 performance.

91Book value per share outstanding

2022

2021

2020

2019

Common shares outstanding

66,676

67,171

67,95762,656

Book value per share outstanding
Less effect of AOCI:
Accumulated currency translation adjustments
Unrealized appreciation (depreciation) of securities
Pension and postretirement benefits$62.16$193.75$211.19$185.17$(2.56)$(81.10)$(0.40)$(0.13)$55.09$(0.74)$(1.02)$80.94$(1.06)$(1.46)$52.65$(1.12)

Book value per share outstanding, before impact of AOCI

$146.22$139.53$132.33$135.1092

Appendix A - Employee Stock Purchase Plan

93

REINSURANCE GROUP OF AMERICA, INCORPORATEDEMPLOYEE STOCK PURCHASE PLAN
Section 1.

Purpose.

The purpose of this Reinsurance Group of America, Incorporated Employee Stock Purchase Plan (the "Plan") is toprovide employees of Reinsurance Group of America, Incorporated, a Missouri corporation (the "Company"), and its
Designated Subsidiaries with an opportunity to purchase shares of Common Stock through accumulated Contributions fundedby elective payroll deductions and to issue additional shares of Common Stock as a matching contribution by the Company
pursuant to the terms of this Plan, thereby attracting, retaining and rewarding such employees and strengthening the mutualityof interest between the employees and shareholders of the Company. The Plan is not intended to qualify as an "employee stock
purchase plan" under Section 423 of the Code.
Section 2.

Definitions.

"Administrator" means the Human Capital and Compensation Committee of the Board (or any successor committee) orsuch other committee as designated by the Board to administer the Plan under Section 14.
"Applicable Laws" means the requirements relating to the administration of equity-based awards under U.S. state
corporate laws, U.S. federal and state securities laws, the Code, the rules of the New York Stock Exchange, and the applicablelaws of any foreign country or jurisdiction where Purchase Rights are, or will be, granted under the Plan.
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as amended from time to time, and the rulings and regulations
issued thereunder.
"Common Stock" means the common stock of the Company, par value $0.01 per share, which the Company is currently
authorized to issue or may in the future be authorized to issue.
"Company" has the meaning set forth in Section 1, and shall include any successor corporation.
"Compensation" means an Eligible Employee's base salary or base hourly rate of pay before deduction for any salarydeferral contributions made by the Eligible Employee to any tax-qualified or nonqualified deferred compensation plan and salary
reduction contributions to a cafeteria plan under Section 125 of the Code, but excluding commissions, overtime, incentive
compensation, bonuses and other forms of compensation; provided, however, that the Administrator, in its discretion, may
establish a different definition of Compensation for any Offering or Offering Period.
"Contribution" means the Stock Purchase Deductions and any other payments that the Administrator may permit to bemade by a Participant to fund the exercise of the Purchase Rights granted pursuant to the Plan.
"Designated Subsidiary" means any Subsidiary that has been designated by the Administrator from time to time in its
sole discretion as eligible to participate in the Plan.
"Eligible Employee" means any person who is employed by the Company or any Designated Subsidiary as of an
applicable Enrollment Date, excluding (i) any person who is an "officer" as defined in Rule 16a-1(f) (or any successor provision)of the Company under the Exchange Act, (ii) any person who is a citizen or resident of a non-U.S. jurisdiction in which the94grant of a Purchase Right under the Plan would violate the law of such jurisdiction, (iii) any temporary or leased employees,
interns, and employees on a leave of absence who are not being compensated through regular payroll, and (iv) any employees
whose participation is precluded under Company policies or guidelines or applicable laws, rules or regulations, as determined by
the Administrator from time to time.
"Employer" means the Company and each Designated Subsidiary.
"Enrollment Date" means the first day of each Offering Period.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, including the rules and regulations
promulgated thereunder.
"Fair Market Value" means, on a per share basis as of any date, the closing trading price of the Common Stock on the
New York Stock Exchange or, if no sales of Common Stock are reported for such date, on the next preceding trading day forwhich a sale was reported. If there is no established public trading market for the Common Stock, the Fair Market Value thereof
shall be determined in good faith by the Administrator.
"Fixed Contribution Amount" means, if permitted by the Administrator, a fixed amount of each payment ofCompensation to a Participant during an Offering Period (in whole dollars only) that the Participant elects as Stock Purchase
Deductions for such Offering Period not exceeding 10% of each such payment of Compensation; provided, however, that no
deduction of the Percentage Contribution Amount may result in a Participant exceeding the aggregate Maximum Contribution
Amount.
"Matching Percentage" means twenty-five percent (25%), or such lower percentage as the Administrator may specify
and communicate to Participants prior to the Enrollment Date for any Offering Period to which such modification shall apply.
"Matching Common Stock", with respect to a Participant on a Purchase Date, means a number of shares of Common
Stock equal to the product of (i) the Matching Percentage, multiplied by (ii) the number of shares of Common Stock purchasedby the Participant upon the exercise of a Purchase Right on a Purchase Date, with such product rounded down to the nearest
whole share. Any shares attributable to a fractional amount of Common Stock eliminated by rounding will not be issued.
"Maximum Contribution Amount" means, with respect to all Contributions by a Participant under the Plan during aPlan Year, fifteen thousand dollars ($15,000) in the aggregate, or such other amount determined by the Administrator; provided,
however, that in no event will the Maximum Contribution Amount for any Participant during any Plan Year exceed 10% of theCompensation payable to such Participant during such Plan Year.
"New Purchase Date" means the newly applicable Purchase Date resulting from the Administrator's determination toshorten any Offering Period then in progress pursuant to the terms of this Plan.
"Offering" means an offer under the Plan of a Purchase Right that may be exercised during an Offering Period as further
described in Section 4. For purposes of the Plan, the Administrator may designate separate Offerings under the Plan (the termsof which need not be identical) in which Eligible Employees will participate.
"Offering Period" means each six (6) month period (or such other period specified by the Administrator) beginning on orafter the Effective Date, with respect to which a Purchase Right granted pursuant to the Plan may be funded through Stock
Purchase Deductions (and other Contributions permitted by the Plan). The duration and timing of Offering Periods may be95modified as provided in the Plan, including pursuant to Section 4. Offering Periods shall be communicated to Eligible Employees
as determined by the Administrator.
"Parent" means the entity that owns greater than fifty percent (50%) of the aggregate voting interests in a Subsidiary.
"Participant" means an Eligible Employee who elects to participate in the Plan.
"Percentage Contribution Amount" means a percentage, that shall be no less than two percent (2%), and no greaterthan ten percent (10%), of each payment of Compensation to a Participant during an Offering Period that the Participant elects
as Stock Purchase Deductions for such Offering Period; provided, however, that no deduction of the Percentage Contribution
Amount may result in a Participant exceeding the aggregate Maximum Contribution Amount.
"Plan Year" means each calendar year during which the Plan is in effect.
"Purchase Date" means the last Trading Day of each Offering Period, or such earlier date as determined by the
Administrator in accordance with the terms of this Plan.
"Purchase Price" means an amount equal to one hundred percent (100%) of the Fair Market Value of a share ofCommon Stock on the Purchase Date.
"Purchase Right" means an option granted pursuant to Section 7 of the Plan entitling a Participant to purchase sharesof Common Stock in accordance with the terms of the Plan.
"Restricted Period" means the one (1) year period beginning on a Purchase Date with respect to which Matching
Common Stock is granted (or such shorter period determined by the Administrator in its sole discretion and communicated toParticipants in accordance with procedures established by the Administrator).
"Section 409A" means Section 409A of the Code, and the regulations and guidance of general applicability issued
thereunder.
"Share Reserve" has the meaning set forth in Section 13.
"Subsidiary" means any present or future corporation, trust, partnership, limited partnership, limited liability company orother entity, of which the Company or another Subsidiary owns greater than fifty percent (50%) of the aggregate voting interestsin such entity.
"Stock Purchase Deduction" means an amount withheld from Compensation that has been authorized by a Participant
to pay for the purchase of Common Stock in accordance with this Plan.
"Trading Day" means a day on which the national stock exchange upon which the Common Stock is listed is open fortrading or, if the Common Stock is not listed on a national stock exchange, a business day as determined by the Administrator.
Section 3.

Eligibility.

(1)
Any Eligible Employee as of an applicable Enrollment Date will be eligible to participate in the Plan with respect tothe related Offering Period, subject to complying with the enrollment procedures set forth in Section 5.
(2)
Employees of the Company or any Designated Subsidiary who are citizens or residents of a non-U.S. jurisdiction(without regard to whether they are also are citizens or residents of the United States) may be excluded from participation in thePlan or an Offering if the participation of such employees is prohibited under the laws of the applicable non-U.S.
96

jurisdiction. In addition, pursuant to Section 14, the Administrator may establish one or more sub-plans of the Plan to provide
benefits to employees of Designated Subsidiaries located outside the United States in a manner that complies with Applicable
Law, and the rules of any such sub-plan may take precedence over other provisions of this Plan with respect to such sub-plan(with the exception of Section 13 of this Plan), provided that unless superseded by the terms of such sub-plan, the provisions of
this Plan shall govern the operation of such sub-plan. Any such sub-plan will be a component of the Plan and will not be a
separate plan.
Section 4.

Offering Periods.

The Plan will be implemented by using consecutive Offering Periods with a new Offering Period commencing on the first
Trading Day following the end of the preceding Offering Period, or at such other time as determined by the Administrator, andcontinuing thereafter until terminated in accordance with Section 19 hereof. The Administrator shall have the power to change
the duration of Offering Periods (including the commencement dates thereof) without shareholder approval.
Section 5.

Participation.

An Eligible Employee may participate in the Plan by, at least ten (10) business days (or such other period determined by
the Administrator) prior to the Enrollment Date for the Offering Period for which such participation will commence, (i) submitting
to the Company, a properly completed subscription agreement authorizing Stock Purchase Deductions in the form approved by
the Administrator from time to time, and/or (ii) completing such documentation and following such procedures as prescribed by
the Administrator. Except as otherwise determined by the Administrator, following such time that a Participant has elected toparticipate in this Plan for any Offering Period as set forth above, unless and until (i) such Participant has withdrawn any
Contributions from the Plan in accordance with Section 10 or has withdrawn from the Plan pursuant to Section 11, or (ii) such
Participant has made any change to the Stock Purchase Deductions of such Participant pursuant to Section 6(b), such
Participant, without any further action of such Participant, shall be deemed to have elected to continue to participate in future
Offering Periods at the then existing contribution level of such Participant.
Section 6.

Contributions.

(1)
At the time a Participant enrolls in the Plan pursuant to Section 5, the Participant will elect to have Stock
Purchase Deductions made during the Offering Period by authorizing the after-tax withholding from each payment ofCompensation during the Offering Period of (i) the Percentage Contribution Amount, or (ii) if the Administrator has provided for a
Fixed Contribution Amount, the Fixed Contribution Amount (but not both); provided, however, that should a payment ofCompensation occur on a Purchase Date, the Participant will have any Stock Purchase Deductions made on such day applied
to his or her notional account for the subsequent Offering Period. Notwithstanding anything contained herein to the contrary, inno event will the Percentage Contribution Amount and Fixed Contribution Amount, if applicable, together with any other
Contributions pursuant to Section 6(c) below, of any Participant exceed the Maximum Contribution Amount for such Participant
for any Plan Year.
(2)
To the extent permitted by Applicable Laws, except as otherwise determined by the Administrator, a Participantmay (i) cease participating in the Plan for an Offering Period and cause further Contributions during such Offering Period tocease, or (ii) decrease, but not increase, the Percentage Contribution Amount (or Fixed Contribution Amount, if applicable) for
an Offering Period during such Offering Period, in each case, by completing such documentation and following such proceduresat such time in advance of the Purchase Date as the Administrator shall prescribe; provided, that a Participant shall not take any
such actions more than once during any Offering Period. Unless otherwise determined by the Administrator,
97

a Participant may not (x) change an election for a Percentage Contribution Amount applicable to an Offering Period to a Fixed
Contribution Amount election for such Offering Period (or vice versa), or (y) make any other change to such Participant'sContributions for an Offering Period, in either case while such Offering Period is ongoing. A Participant who ceases
Contributions during an Offering Period may not make additional Contributions to the Plan during that Offering Period, provided
that, unless otherwise determined by the Administrator, Contributions shall continue with respect to such Participant consistent
with the Participant's elections in place at the beginning of such Offering Period for subsequent Offering Periods, except asotherwise provided in Section 5. Any funds remaining in the Participant's notional account on the Purchase Date shall be used
to exercise the Purchase Right pursuant to Section 8 below. In addition, a Participant may increase or decrease the rate of
Stock Purchase Deductions for a future Offering Period by, at least ten (10) business days (or such other period determined by
the Administrator) prior to the Enrollment Date for such future Offering Period, completing such documentation and following
such procedures as prescribed by the Administrator.
(3)
The Administrator, in its sole discretion, may permit Participants to contribute funds to the Plan prior to thePurchase Date of any Offering Period as an additional Contribution subject to such procedures and conditions determined by
the Administrator.
(4)
Stock Purchase Deductions of a Participant for an Offering Period will commence with the first payment ofCompensation on or following the Enrollment Date and will end on the last payment of Compensation prior to the Purchase Datethereof, unless such Participant has ceased making Contributions during such Offering Period in accordance with Section 6, haswithdrawn any Contributions from the Plan during such Offering Period in accordance with Section 10 or has withdrawn from thePlan pursuant to Section 11.
(5)
All Contributions made for a Participant will be credited to his or her notional account under the Plan. Except for
amounts not expended because of limitations under the Plan with respect to fractional shares, unless otherwise determined by
the Administrator, no amount of accumulated Contributions shall be carried over with respect to any Participant from the end of
one Offering Period to the beginning of another.
(6)
Participants must make adequate provision for U.S. federal, state or local, or non-U.S. tax or other withholding
obligations, if any, arising upon the exercise of the Purchase Right, the receipt of Common Stock from the Company or thelapsing of any Restricted Period applicable to Matching Common Stock. The Administrator may require that a Participant pay to
the Employer (or make other arrangements satisfactory to the Administrator for the payment of) the amount of any U.S. federal,state or local, non-U.S. or other taxes that the Employer is required to withhold with respect to the purchase of Common Stockor the lapse of any Restricted Period for Matching Common Stock acquired under the Plan, or, in Administrator's sole discretion,
instead direct the Employer to deduct from the Participant's wages or other compensation the amount of any such withholding
taxes due with respect to the purchase of Common Stock or the lapse of any Restricted Period for any Matching Common Stockissued under the Plan.
Section 7.

Grant of Purchase Rights.

On the Enrollment Date, each Participant participating in the applicable Offering Period will be granted an option topurchase on the applicable Purchase Date the number of shares of Common Stock determined by dividing (a) the Contributions
accumulated for the Participant prior to the Purchase Date and retained in the Participant's notional account as of the Purchase
Date (including amounts retained from prior Offering Periods in accordance with the Plan), by (b) the applicable Purchase Pricefor the Offering Period; provided, further, that such purchase will be subject to the limitations set forth in the Plan. Exercise of thePurchase Right will occur in accordance with Section 8. The Purchase Right will expire on the last day of the Offering Period.
98Section 8.

Exercise of Purchase Right.

(1)
Unless a Participant has withdrawn all of such Participant's Contributions pursuant to Section 10 or has
withdrawn from the Plan pursuant to Section 11, the Participant's Purchase Right will be exercised automatically on thePurchase Date, and, in connection with such exercise, (i) the maximum number of full shares of Common Stock that can bepurchased pursuant to the Purchase Right will be purchased automatically, and (ii) the Matching Common Stock, subject to arisk of forfeiture as provided in Section 9(b), will be purchased automatically, in any such case, on the Purchase Date. No
fractional shares will be issued in connection therewith, and unless otherwise provided by the Administrator, any Contributions
accumulated in a Participant's notional account that are not sufficient to purchase a full share of Common Stock will be retainedin the Participant's notional account for the subsequent Offering Period. Any other funds left over in a Participant's notional
account after the Purchase Date will be returned to the Participant as soon as administratively practicable. During a Participant's
lifetime, the Purchase Rights granted to the Participant are exercisable only by the Participant.
(2)
If the Administrator determines that on any Purchase Date, the number of shares of Common Stock (including
Matching Common Stock) that are issuable with respect to the exercise of Purchase Rights on such Purchase Date will exceed(i) the number of shares of Common Stock available for issuance under the Plan on the Enrollment Date, or (ii) the number ofshares of Common Stock available under the Plan on such Purchase Date, the Administrator may in its sole discretion (x)provide that the Company will make a pro rata allocation of the shares of Common Stock available for purchase (and available
for issuance as Matching Common Stock) on such Enrollment Date or Purchase Date, as applicable, in as uniform a manner as
the Administrator determines in its sole discretion to be equitable among all Participants exercising Purchase Rights on such
Purchase Date, and continue all Offering Periods then in effect, or (y) provide that the Company will make a pro rata allocationof the shares of Common Stock available for purchase (or available for issuance as Matching Common Stock) on such
Enrollment Date or Purchase Date, as applicable, in as uniform a manner as it determines in its sole discretion to be equitable
among all Participants exercising Purchase Rights on such Purchase Date, and terminate any or all Offering Periods then in
effect pursuant to Section 19. The Company may make a pro rata allocation of the shares available on the Enrollment Date ofany applicable Offering Period pursuant to the preceding sentence, notwithstanding any authorization of additional shares forissuance under the Plan by the Company's shareholders subsequent to such Enrollment Date.
Section 9.

Delivery; Vesting of Matching Common Stock.

(1)
As soon as reasonably practicable on or after each Purchase Date on which any issuance of shares of Common
Stock occurs pursuant to this Plan, subject to Section 9(b) below with respect to Matching Common Stock, the Company will
arrange the delivery to each Participant of the shares issued to such Participant upon exercise of his or her Purchase Rights in aform determined by the Administrator (in its sole discretion) and pursuant to rules established by the Administrator. The
Company may permit or require that shares be deposited directly with a broker designated by the Company or to a designatedagent of the Company, and the Company may utilize electronic or automated methods of share transfer. In addition, theAdministrator may establish other necessary procedures in connection therewith, including to implement the transfer restrictions
with respect to the Matching Common Stock set forth in Section 9(b) below. Subject to Section 9(b) below, no Participant will
have any voting, dividend, or other rights of a shareholder with respect to shares of Common Stock subject to any Purchase
Right granted under the Plan until such shares have been issued and delivered to the Participant as provided in this Section
9(a).
(2)
Unless otherwise determined by the Administrator, no Matching Common Stock may be assigned, transferred,pledged or otherwise disposed of by any Participant during the99Restricted Period. In addition, unless otherwise determined by the Administrator, in the event a Participant ceases to be an
employee of the Company or its Subsidiaries at any time during the Restricted Period with respect to any Matching Common
Stock held by the Participant, such Matching Common Stock shall be forfeited back to the Company without any consideration
and without further action by the Company or the Participant, and the Participant shall have no further rights with respect
thereto. No Participant shall have any voting, dividend, or other rights as a shareholder with respect to the Matching Common
Stock until such shares have been delivered to the Participant upon termination the Restricted Period with respect thereto.
Notwithstanding the foregoing, in the event a dividend is paid in respect of any Matching Common Stock during the Restricted
Period, the dividends that a Participant would have received on account of such Matching Common Stock during the Restricted
Period shall be accumulated and paid to the Participant only if and at such time that the risk of forfeiture thereon lapses and the
Matching Common Stock is released to the Participant free of such restrictions.
Section 10.

Withdrawal.

At any time, a Participant may withdraw all, or less than all, Contributions credited to such Participant's notional accountthat have not yet been used to exercise Purchase Rights under the Plan by submitting such documentation to the Company andfollowing such procedures as prescribed by the Administrator; provided, however, that, unless otherwise determined by the
Administrator, a Participant may not make more than one such withdrawal request during any Offering Period). In the event thata Participant elects to withdraw Contributions in accordance with the preceding sentence, (a) the amount of such Contributions
the Participant has elected to withdraw will be paid to such Participant as soon as administratively practicable after receipt ofnotice of withdrawal, (b) such Participant's Purchase Right for the Offering Period will be automatically terminated with respect tothe withdrawn Contributions, and (c) no further Contributions shall be made by such Participant for the Offering Period in whichsuch withdrawal occurs. If a Participant withdraws from the Plan, Stock Purchase Deductions will not resume for such
Participant for any further Offering Periods unless the Participant re-enrolls in the Plan in accordance with the provisions ofSection 5.
Section 11.

Termination of Employment.

Upon a Participant's failure to qualify as an Eligible Employee for any reason, such Participant will be deemed to haveelected to withdraw from the Plan as of the date of such failure, and the Contributions credited to such Participant's notional
account during the Offering Period in which such failure occurs, but not yet used to purchase shares of Common Stock under
the Plan, will be paid to such Participant or, in the case of the Participant's death, to the person or persons entitled thereto under
Section 15, and all of such Participant's unexercised Purchase Rights will be automatically thereupon be terminated.
Section 12.

Interest.

Unless otherwise determined by the Administrator, no interest will accrue on the Contributions of a Participant in thePlan, except as may be required by Applicable Law as determined by the Administrator.
Section 13.

Common Stock.

Subject to adjustment upon changes in capitalization of the Company as provided in Section 18(a) hereof, the maximum
number of shares of Common Stock that will be made available for sale or issuance under the Plan will be 100,000 shares ofCommon Stock (the "Share Reserve"), without any annual limit. If any shares of Matching Common Stock are forfeited by aParticipant pursuant to Section 9(b), such shares shall again be available for issuance under the Plan.
100

Section 14.

Administration.

The Plan shall be administered by the Administrator. Any power granted to the Administrator under the Plan may also be
exercised by the Board. The Administrator will have full and exclusive discretionary authority to construe, interpret and apply theterms of the Plan, to designate separate Offerings under the Plan, to determine eligibility, to adjudicate all disputed claims filed
under the Plan and to establish such procedures that it deems necessary for the administration of the Plan (including, without
limitation, to adopt such procedures and sub-plans in accordance with Section 3(b) of this Plan as are necessary or appropriate
to permit the participation in the Plan by Eligible Employees who are foreign nationals or employed outside the United States).
Without limiting the generality of the foregoing, the Administrator is specifically authorized to adopt rules and procedures
regarding the eligibility to participate, determination of Compensation, handling of Contributions, transfer of Contributions to thePlan (including, without limitation, in forms other than payroll deductions), establishment of bank or trust accounts to holdContributions, payment of interest, conversion of local currency, satisfaction of obligations to pay or withhold payroll and othertaxes, determination and processing of beneficiary designations, withholding procedures and handling of delivery of shares ofCommon Stock that vary from applicable local requirements. To the fullest extent permitted by Applicable Law, the Administrator
may also delegate some or all of its responsibilities, including the authority to assist the Administrator in the day-to-day
administration of the Plan, to any officers of the Company or its Subsidiaries or a subcommittee of the Administrator, and, to theextent there has been any such delegation, any reference in the Plan to the Administrator shall include such delegate of the
Administrator. In addition, the Administrator shall be entitled to retain any third-party broker-dealer, financial institution, clearing
agent, transfer agent or other agent to perform any functions in connection with the Plan as deemed appropriate by the
Administrator. Every finding, decision and determination made by the Administrator will, to the fullest extent permitted by
Applicable Laws, be final and binding upon all parties.
Section 15.

Designation of Beneficiary.

(1)
If permitted by the Administrator, a Participant may designate a beneficiary who is to receive any shares ofCommon Stock and cash, if any, from the Participant's notional account under the Plan in the event of such Participant's death
subsequent to a Purchase Date on which the Purchase Right is exercised but prior to delivery to such Participant of such sharesand cash. In addition, if permitted by the Administrator, a Participant may designate a beneficiary who is to receive any cashfrom the Participant's notional account under the Plan in the event of such Participant's death prior to exercise of the Purchase
Right. Unless otherwise determined by the Administrator, if a Participant is married and the designated beneficiary is not the
spouse, spousal consent will be required for such designation to be effective.
(2)
Such designation of beneficiary may be changed by the Participant at any time by notice in a form determined by
the Administrator. In the event of the death of a Participant and in the absence of a beneficiary validly designated under the Plan
who is living at the time of such Participant's death, the Company will deliver such shares and/or cash to the executor or
administrator of the estate of the Participant, or to such other person as may be designated by the Administrator in accordancewith Applicable Law.
(3)

All beneficiary designations will be in such form and manner as the Administrator may designate from time totime.
Section 16.

Transferability.

Neither Contributions credited to a Participant's notional account nor any rights with regard to the exercise of a Purchase
Right or otherwise to receive shares of Common Stock101

under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws ofdescent and distribution or as provided in Section 15) by the Participant. Any such attempt at assignment, transfer, pledge orother disposition will be null and void and without effect, except that the Company may treat any such act as an election towithdraw funds from an Offering Period in accordance with Section 10 hereof.
Section 17.

Use of Funds.

The Company may use all funds held as Stock Purchase Deductions and other Contributions received or held by it under
the Plan for any corporate purpose, and the Company will not be obligated to segregate such Contributions except under
Offerings in which applicable local law requires that Contributions to the Plan by Participants be segregated from the Company's
general corporate funds and/or deposited with an independent third party for Participants in non-U.S. jurisdictions.
Section 18.

Adjustments, Dissolution, Liquidation, Merger or Other Corporate Transaction.

(1)
In the event that any dividend or other distribution (whether in the form of cash, Common Stock, other securities,
or other property, but excluding normal cash dividends), recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase, or exchange of Common Stock or other securities of the Company, orother change in the corporate structure of the Company affecting the Common Stock occurs, the Administrator, in order toprevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will, in any
such manner as it deems equitable, adjust the number and class of Common Stock that may be delivered under the Plan, thePurchase Price per share and the number of shares of Common Stock covered by each Purchase Right under the Plan that has
not yet been exercised, and the amount of the Share Reserve pursuant to Section 13.
(2)
In the event of any proposed dissolution or liquidation of the Company, any Offering Period then in progress will
be shortened by setting a New Purchase Date, and will terminate immediately prior to the consummation of such proposed
dissolution or liquidation, unless otherwise provided by the Administrator. The New Purchase Date shall be prior to the date of
the Company's proposed dissolution or liquidation. Prior to the New Purchase Date, the Administrator will notify each Participant
in writing (or electronically) that the Purchase Date for the Participant's Purchase Right has been changed to the New Purchase
Date and that the Participant's Purchase Right will be exercised automatically on the New Purchase Date, unless prior to suchdate such Participant has withdrawn all of the Contributions of such Participant pursuant to Section 10 or has withdrawn fromthe Plan pursuant to Section 11.
(3)
In the event of a merger, sale of substantially all of the assets or other similar corporate transaction involving theCompany, each outstanding Purchase Right will be assumed or an equivalent Purchase Right substituted by the successor
corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses toassume or substitute for the Purchase Right or as otherwise determined by the Administrator, the Offering Period with respect towhich such Purchase Right relates will be shortened by setting a New Purchase Date on which such Offering Period shall end.
The New Purchase Date will occur before the date of the Company's proposed merger, substantially all asset sale or othersimilar corporate transaction. Prior to the New Purchase Date, the Administrator will notify each Participant in writing orelectronically that the Purchase Date for the Participant's Purchase Right has been changed to the New Purchase Date and that
the Participant's Purchase Right will be exercised automatically on the New Purchase Date, unless prior to such date such
Participant has withdrawn all of its contributions pursuant to Section 10 or has withdrawn from the Plan pursuant to Section 11.
102Section 19.

Amendment or Termination.

(1)
The Administrator, in its sole discretion, may amend, alter, suspend, discontinue, or terminate the Plan, or any
part thereof, at any time and for any reason; provided, however, that this Plan may not be amended without approval of theCompany's shareholders if such approval is necessary to comply with any Applicable Laws (including the rules of the New York
Stock Exchange) for which or with which the Administrator deems it necessary or desirable to comply. If the Plan is terminated,
the Administrator, in its discretion, may elect to terminate all outstanding Offering Periods either immediately or upon exercise of
the Purchase Rights on the next Purchase Date (which may be sooner than originally scheduled, if determined by the
Administrator in its discretion), or may elect to permit Offering Periods to expire in accordance with their terms. If any Offering
Periods are terminated prior to expiration, all amounts then credited to Participants' notional accounts that have not been used
to purchase shares of Common Stock will be returned to the Participants (without interest thereon, except as otherwise required
under local laws, as further set forth in Section 12) as soon as administratively practicable.
(2)
For the avoidance of doubt, and without the approval of the Company's shareholders and without regard towhether any Participant rights may be considered to have been adversely affected, the Administrator will be entitled to change
the Offering Periods, designate separate Offerings, limit the frequency and/or number of changes in the amount withheld during
an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit
payroll withholding in excess of the amount designated by a Participant in order to adjust for delays or mistakes in the
Company's processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or
accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each Participant
properly correspond with Contribution amounts, and establish such other limitations or procedures as the Administrator
determines in its sole discretion advisable that are consistent with the Plan.
(3)
Without the approval of the Company's shareholders and without regard to whether any Participant rights may beconsidered to have been adversely affected, in the event the Administrator determines that the ongoing operation of the Plan
may result in unfavorable financial accounting consequences, the Administrator may, in its discretion and, to the extent
necessary or desirable, modify, amend or terminate the Plan to mitigate, eliminate or otherwise address such accounting
consequence.
Section 20.

Code Section 409A.

Neither the grant of any Purchase Rights nor the grant and vesting of any Matching Common Stock are intended toconstitute a "deferral of compensation" within the meaning of Section 409A on account of the Plan being a short-term deferral
within the meaning of U.S. Treasury Regulation Section 1.409A-1(b)(4), and any ambiguities herein shall be interpreted to sothat the Plan is not subject to Section 409A. In furtherance of the foregoing and notwithstanding any provision in the Plan to thecontrary, if the Administrator determines that a Purchase Right granted under the Plan may be subject to Section 409A or thatany Plan provision would cause a Purchase Right under the Plan to be subject to Section 409A, the Administrator may amend
the terms of the Plan and/or of an outstanding Purchase Right granted under the Plan, or take such other action the
Administrator determines is necessary or appropriate, in each case, without the Participant's consent, to exempt any
outstanding or future Purchase Right that may be granted under the Plan from or to allow any such Purchase Rights to comply
with Section 409A, but only to the extent any such amendments or action by the Administrator would not violate Section 409A or
Applicable Law. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall have any liability to a
Participant or any other party if the Purchase Rights granted pursuant to the Plan that is intended to be exempt103

from or compliant with Section 409A is not so exempt or compliant or for any action taken by the Administrator with respect
thereto. The Company makes no representation that the Purchase Rights granted pursuant to the Plan are compliant with
Section 409A.
Section 21.

Notices.

All notices or other communications by a Participant to the Company under or in connection with the Plan will be deemed
to have been duly given when received in the form and manner specified by the Company at the location, or by the person,
designated by the Company for the receipt thereof.
Section 22.

Conditions Upon Issuance of Shares.

(1)
Shares of Common Stock will not be issued with respect to a Purchase Right unless the exercise of such
Purchase Right and the issuance and delivery of such shares pursuant thereto will comply with all Applicable Law. The
Company may, if so determined by the Administrator, defer or cancel the issuance or delivery of shares of Common Stockpursuant to this Plan or take other actions the Administrator deems appropriate to the extent that the Administrator determinesthat Applicable Laws restricts such issuance or delivery.
(2)
As a condition to the exercise of a Purchase Right, the Company may require the person exercising such
Purchase Right to represent and warrant at the time of any such exercise that the shares are being purchased only forinvestment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, sucha representation is required by any Applicable Law.
Section 23.

Term of Plan.

The Plan will become effective on May 22, 2024 (the "Effective Date"), provided that the Plan has been approved by theshareholders of the Company on such date (the date of such shareholder approval, the "Effective Date"). Once effective, thePlan will continue in effect until terminated pursuant to Section 19.
Section 24.

Governing Law.

This Plan and any agreements or other documents hereunder shall be interpreted and construed in accordance with thelaws of the State of Missouri.
Section 25.

Severability.

If any provision of the Plan is or becomes or is deemed to be invalid, illegal, or unenforceable for any reason in any
jurisdiction or as to any Participant, such invalidity, illegality or unenforceability shall not affect the remaining parts of the Plan,
and the Plan shall be construed and enforced as to such jurisdiction or Participant as if the invalid, illegal or unenforceable
provision had not been included.
Section 26.

Interpretation.

Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference and shallnot be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof. Words inthe masculine gender shall include the feminine gender, and where appropriate, the plural shall include the singular and thesingular shall include the plural. The use herein of the word “including” following any general statement, term or matter shall not
be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or
to similar items or matters, whether or not non-limiting language (such as "without limitation," "but not104

limited to," or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or
matters that could reasonably fall within the broadest possible scope of such general statement, term or matter. References
herein to any agreement, instrument or other document mean such agreement, instrument or other document as amended,
supplemented and modified from time to time to the extent permitted by the provisions thereof and not prohibited by the Plan.
Section 27.

No Contract of Employment.

Nothing in this Plan shall be construed to constitute a contract of employment between Employer and any individual or to
be an inducement for the employment of any individual. Nothing contained in this Plan shall be deemed to give any individual
the right to be retained in the service of Employer or to interfere with the right of Employer to discharge any individual at any
time, with or without cause, regardless of the effect which such discharge may have upon any such individual as a Participant of
the Plan.

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