NOMINATING AND GOVERNANCE COMMITTEE CHARTER
REINSURANCE GROUP OF AMERICA, INCORPORATEDI.

Role of the Nominating and Governance Committee

The Nominating and Governance Committee (“Committee”) of Reinsurance Group ofAmerica, Incorporated (“Company”) was established by the Board of Directors (“Board”) to assist
the Board by:identifying individuals qualified to become members of the Company's Board, consistent
with criteria approved by the Board;proposing candidates to be nominated for election as a Director by the Board at annual orspecial meetings of the shareholders or to be elected by the Board to fill any vacancies onthe Board; anddeveloping and recommending to the Board for adoption corporate governance guidelines
applicable to the Company.

II.

Qualifications and Appointment of Committee Members

The Board will review and evaluate the qualifications of directors to serve as members of theCommittee, and appoint Committee members and a Chair of the Committee. Committee members
serve at the pleasure of the Board and for such term or terms as the Board may determine.
III.

Committee Membership

The Committee shall consist of no fewer than three members. The members of the Committee
shall meet the director independence requirements of the New York Stock Exchange (“NYSE”).
IV.

Committee Authority and Responsibilities

The Committee shall:
1.
2.

3.

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recommend to the Board of Directors criteria for selecting qualified candidates forelection to the Company's Board of Directors;
lead the search for qualified candidates to serve on the Company’s Board, and, if asearch firm is used to identify director candidates, have sole authority to approve thesearch firm’s fees and other engagement terms;
recommend to the Board policies and procedures regarding consideration of Director
candidates recommended by security holders;4.

identify individuals qualified to become members of the Board, consistent with criteria
approved by the Board and propose nominees for election as Directors at annual or
special meetings of shareholders or to fill any vacancies on the Board in the interval
between annual meetings;

5.

recommend to the Board the members of the Board to be appointed as the Chairs andmembers of the committees of the Board;6.

recommend to the Board the procedures for interested parties to send communications
to the non-management Directors;

7.

develop and recommend to the Board a set of corporate governance guidelines;

8.

oversee the evaluation of the Board and its committees and establish procedures bywhich the evaluations will be conducted;

9.

oversee and review the orientation of new Board members and the continuing educationof all Directors, and identify opportunities for additional continuing education
programs relevant to the Directors’ responsibilities;

10.

annually review with the Chief Executive Officer his or her recommendations andevaluations of potential successors and any development plans recommended for suchindividuals, and consider and recommend to the Board a succession plan for the CEO;11.

conduct an appropriate review when a Director is invited to serve on the board ofdirectors, audit committee or other significant committee of another public company;
and

12.

support the Board in its oversight of sustainability and environmental, social, andgovernance (ESG) issues and coordinate with other committees of the Board on
sustainability and ESG topics.

The Committee may delegate to a subcommittee such of its duties and responsibilities as theCommittee deems to be in the best interests of the Company, provided such delegation is notprohibited by law, regulation or the NYSE listing standards.
V.

Meetings and Reports to the Board

The Committee shall meet at least once each year and shall make regular reports to the Board
about the Committee’s activities.
VI.

Annual Evaluation

The Committee shall participate in the annual evaluation process conducted by the Board. TheCommittee shall periodically review the adequacy of this charter and recommend to the Board any
revisions the Committee deems necessary or desirable.

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Amendment

The Board shall have the sole authority to amend this charter.

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