DIRECTORS’ CODE OF BUSINESS CONDUCT AND ETHICSREINSURANCE GROUP OF AMERICA, INCORPORATED
The Board of Directors of Reinsurance Group of America, Incorporated (together with its
subsidiaries, “RGA”) has adopted this Code of Business Conduct and Ethics (this “Code”) for Directorsof RGA. For the purposes of this Code, a “Director” refers to any person serving as a member of theboard of directors of Reinsurance Group of America, Incorporated or a board of directors of any its
subsidiaries (such board of directors, as applicable, the “Board”).
RGA is proud of its reputation for integrity and honesty and is committed to these core values.
Maintaining RGA’s reputation depends on maintaining the highest standards of conduct in all businessendeavors. Directors have a responsibility to lead by example, acting with truth, sincerity and fairness
in all decisions. The purpose of this Code is to help Directors uphold the highest standards of businessconduct, honesty and integrity to help foster an ethical culture of transparency and accountability.
The principles set forth in this document describe how Directors should conduct themselves.
Each Director is expected to comply with the letter and spirit of this Code. This Code does not address
every expectation or condition regarding proper and ethical business conduct, nor can it anticipate every
situation that may arise. Accordingly, this Code is intended to serve as a source of guiding principles
for Directors. Directors are encouraged to bring questions about particular circumstances that may berelevant to one or more of the provisions of this Code to the attention of the Chair of the Board ofDirectors, who may consult with inside or outside legal counsel as appropriate.
Directors who also serve as officers of RGA should read this Code in conjunction with RGA’s
Code of Conduct and other global compliance policies.
Each Director shall:•Act with due care, in good faith and in the best interests of RGA.

•Exhibit high standards of honesty, integrity and ethics.

•

Act and speak on behalf of RGA or the applicable Board only as authorized.

•Act in a professional, courteous and respectful manner toward Directors, officers andemployees.

•Avoid conflicts of interest where possible and report actual, potential and apparent conflicts ofinterest that may arise so that they may be handled appropriately.

•Protect “Confidential Information” (defined below).

•Dedicate sufficient time and attention for the diligent performance of duties.

Conflict of Interest
Directors must avoid situations that may give rise to any actual, potential or apparent conflictsof interest with RGA. A “conflict of interest” occurs when a Director’s private interest interferes in any
way with the interests of RGA as a whole. In addition to avoiding conflicts of interest, Directors should
also avoid even the appearance of a conflict. This Code does not attempt to describe all possible
conflicts of interest that could develop. Some of the more common conflicts that Directors must resolve
or avoid, however, are set out below:• A conflict situation can arise when a Director or a member of a Director’s family 1 takes
actions or has interests that may make it difficult for the Director to make decisions on behalfof RGA objectively and effectively.
• A conflict of interest can also arise when a Director or a member of a Director’s family1
receives improper personal benefits as a result of the Director’s position at RGA.
•Directors shall notify the Chair of the Board as promptly as practicable of any situation
involving, or that may reasonably be expected to involve, a conflict of interest with RGA, andshall in any event not participate in any decision by the Board (or designated Board committee)that in any way relates to the matter that gives rise to the conflict of interest.

Corporate Opportunities
Directors owe a duty to RGA to advance its legitimate interests.
Directors are prohibited from (a) taking for themselves opportunities that are discovered throughthe use of corporate property, information or position, (b) using corporate property, information orposition for personal gain, and (c) competing with RGA for business opportunities, unless the Board first
determines that RGA will not pursue the opportunity.
Confidentiality
Directors have access to RGA’s most sensitive information. Each Director, during such
Director’s term of office, and after departing the Board, must maintain the confidentiality of information
entrusted to such Director by RGA and any other confidential information about RGA that comes tosuch Director, from whatever source, in his or her capacity as a Director, except to those people whohave an appropriate reason to have access to the information. For purposes of this Code, “ConfidentialInformation” includes all non-public information that might be of use to competitors, create an unfair
advantage for anyone trading RGA securities, or be harmful to RGA, its employees or its customers, if
disclosed and includes, without limitation, all information about Board and Board committee
deliberations.

1

Family members include a Director’s spouse, child, stepchild, grandchild, parent, step-parent, grandparent,
sibling, in-laws and anyone living in a Director’s household and/or economically dependent upon a Director,including all adoptive relationships, and persons with whom a Director has other family relationships that mayaffect his or her judgment.

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If a Director becomes legally compelled to disclose any Confidential Information, he or she
shall provide RGA with prompt notice of such requirement so RGA may seek a protective order or otherappropriate remedy and/or waive compliance with this provision. In cases where public disclosure ofinformation is appropriate or necessary, RGA has policies and procedures that are reasonably designedto provide broad non-exclusionary distribution of such information to the public.
Compliance with Laws, Rules and Regulations
Directors shall comply with laws, rules and regulations applicable to them as Directors of RGA.
Fair Dealing
RGA’s reputation for ethical behavior is critical to its success. Directors must observe thehighest ethical standards and act with integrity and honesty to promote an environment that encourages
RGA’s officers and employees to sustain and enhance RGA’s reputation and treat each other as well as
customers, suppliers, and competitors with fairness and respect. Directors should avoid the actual or
potential appearance of attaining an unfair advantage through manipulation, concealment, abuse ofprivileged information, misrepresentation of material facts, or any other unfair-dealing practice.
Use of RGA Assets
Directors are responsible for overseeing RGA’s policies and business practices to ensure that
RGA’s assets are used efficiently and only for legitimate business purposes, without waste, theft orcarelessness. Directors shall not use RGA assets for their personal benefit or gain.
Insider Trading
Federal and state law prohibits the use of “material, non-public information” when trading in orrecommending RGA securities. RGA has adopted an Insider Trading Policy (the “Policy”) that is
applicable to Directors and certain family members and related entities of Directors. The following
description is a summary of certain provisions of the Policy. Directors should consult the Policy for
additional information and address any questions to Global Legal Services.
In accordance with applicable federal and state law and the Policy, a Director shall not engage
in transactions in RGA securities while in possession of material, non-public information relating toRGA (“insider trading”). Further, a Director who is in possession of material, non-public information
shall not communicate such information to third parties, including, without limitation, a Director’sfamily members who may use such information in the decision to purchase or sell RGA securities(“tipping”). The Policy also applies to information relating to any other company, including RGA
customers and suppliers, that a Director obtains in the course of serving on a Board. In addition toviolating the Policy, insider trading and tipping are illegal.
Information may be material if there is a substantial likelihood that a reasonable investor would
consider the information significant in deciding whether to buy or sell a security. This includes
information relating to RGA’s capital structure, major management changes, contemplated acquisitions
or divestitures, and information concerning earnings or other financial information. Information isconsidered to be non-public if it has not been disclosed to the public. Generally, information isconsidered disclosed to the public if it has been published in newspapers or other media, has been the38960.103

subject of a press release or a public filing with the Securities and Exchange Commission and, in allcases, at least 48 hours has passed since the publication, release or filing.
In order to ensure that RGA or its Directors do not violate applicable insider trading rules or thePolicy, the following guidelines must be followed:•

Directors shall maintain as confidential and not disclose any material, non-public information.

•Directors shall not engage in any transaction in RGA securities at any time when such person isin possession of material, non-public information concerning RGA, or for a period of 48 hours
following public disclosure of such information.

Substantial penalties may be assessed against people who trade while in possession of material
inside information and can also be imposed upon companies and so-called controlling persons, such as
officers and directors, who fail to take appropriate steps to prevent or detect insider trading violations
by their employees or subordinates.
Compliance Procedures
Directors shall communicate any known or suspected violations of this Code, including any
violation of law or governmental rule or regulation, promptly in a Board or Board committee meeting,or to the Chair of the Board of Directors, Chair of the Audit Committee or General Counsel (or, if all
such persons are conflicted, to any unconflicted Director or the Chief Compliance Officer). Directors
may not fulfill their duties to the Company by reporting concerns anonymously. Directors may request
confidential treatment of a reported concern. Confidentiality will be provided to the extent consistent
with applicable law, appropriate handling of the matter and the obligation of Directors to be candid with
the Board. Alleged violations shall be investigated by the Board or by a person or persons designatedby the Board of Directors of RGA and appropriate action shall be taken in the event of any violationsof this Code.
Waivers
Waivers of this Code shall be granted only under exceptional circumstances. A waiver of thisCode may be made only by the Board of Directors of RGA or a committee of that Board, and must be
promptly disclosed in accordance with applicable law and the requirements of the New York Stock
Exchange.

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