AUDIT COMMITTEE CHARTER
REINSURANCE GROUP OF AMERICA, INCORPORATEDI.

Role of the Committee

The Audit Committee (the “Committee”) of Reinsurance Group of America, Incorporated (the“Company”) was established by the Board of Directors (the “Board”) to perform the functions theCommittee is required by law and regulation to perform and to assist the Board in fulfilling its
responsibility to oversee:•the Company’s accounting and financial reporting processes and the integrity of its
financial statements;•audits of the Company’s financial statements;•the adequacy of the Company’s internal control over financial and sustainability
reporting;•compliance with legal and regulatory requirements;•

compliance with ethical standards and policies adopted by the Company;•qualifications and independence of the Independent Auditor (as defined below); and•performance of the Company’s internal audit function and the Independent Auditor

Consistent with these functions, the Committee should encourage continuous improvement of,and should foster adherence to, the Company’s policies, procedures and practices at all levels. TheCommittee will foster open communication among (i) the registered public accounting firm that isemployed by the Company as its independent auditor for the purpose of preparing or issuing anaudit report or performing other audit, review or attest services for the Company (the “IndependentAuditor”), (ii) financial and senior management, (iii) the internal audit function and (iv) the Board.
II.

Appointment of Committee Members

The Nominating and Governance Committee will review and evaluate the qualifications ofdirectors to serve as members of the Committee, as such qualifications are described in Section
III. Upon the recommendation of the Nominating and Governance Committee, the Board will
appoint Committee members and a Chair of the Committee. Committee members serve at thepleasure of the Board and for such term or terms as the Board may determine.

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III.

Committee Composition, Member Qualifications and Meetings

The Committee shall consist of no fewer than three members. Committee members shall meetthe director and audit committee member independence and experience requirements of the New
York Stock Exchange, Rule 10A-3 of the Securities Exchange Act of 1934 (the “Exchange Act”)
and the rules and regulations of the Securities and Exchange Commission (the “SEC”).
Committee members generally should not simultaneously serve on the audit committees ofmore than two other public companies. Committee members who serve or desire to serve on morethan three such committees must satisfactorily demonstrate to the Nominating and GovernanceCommittee and the Board that such service would not impair the ability of such member toeffectively serve on the Committee.
Each Committee member should be financially literate, as such qualification is interpreted by
the Board in its business judgment; provided, however, that if any Committee member is notfinancially literate when appointed to the Committee, then such member must become financiallyliterate within a reasonable time after appointment.
At least one Committee member must:
1. have accounting or related financial management expertise, as the Board interprets suchqualification in its business judgment; and2. be determined by the Board to be an “audit committee financial expert,” as such termis defined by the SEC in Item 407(d) of Regulation S-K.
The Committee will meet at least four times a year or more frequently as circumstances may
require. As part of its responsibility to foster transparency and open communication, theCommittee will meet periodically in executive session with the Independent Auditor, internalauditor and Company management.
IV.

Independent Auditor
A. Duties and Responsibilities

In carrying out its responsibilities with respect to the Independent Auditor, the Committee
shall:
1. have sole and direct authority and responsibility to appoint (subject to shareholder
ratification when appropriate), retain, terminate, approve the compensation and termsof engagement of, and oversee the work of the Independent Auditor; and in connection
therewith, the Committee shall be responsible for resolving any disagreements between
management and the Independent Auditor concerning issues related to financial
reporting; and217194.18

2. in accordance with the pre-approval policy adopted by the Committee, review and preapprove all audit and, subject to Section 10A(i) of the Exchange Act and rules
promulgated thereunder, permitted non-audit services (including the fees and termsthereof) provided by the Independent Auditor to the Company.
The Independent Auditor shall make reports directly to the Committee and be accountable tothe Committee.
B. Reporting and Reviews.
At least annually, the Independent Auditor shall provide a report to the Committee describing
the firm’s internal quality-control procedures, any material issues raised by the most recent internal
quality-control review, or peer review, of the firm, or by any inquiry or investigation by
governmental or professional authorities, within the preceding five years, respecting one or more
independent audits carried out by the firm, and any steps taken to deal with any such issues and all
relationships between the Independent Auditor and the Company.
The Committee shall review the foregoing report and the Independent Auditor’s work andevaluate the Independent Auditor’s qualifications, performance and independence, including areview and evaluation of the lead partner on the Independent Auditor’s engagement with theCompany (taking into account the opinions of management and the internal auditor), and present
its conclusions with respect to the Independent Auditor to the Board and, if so determined by theCommittee, recommend that the Board take additional action to satisfy itself of the qualifications,performance and independence of the Independent Auditor.
C. Auditor Independence and Rotation
The Independent Auditor shall periodically and at least annually submit to the Committee aformal written statement delineating all relationships between the Independent Auditor and theCompany. Based on such statements, the Committee shall discuss with the Independent Auditor
any disclosed relationships or services that might affect the Independent Auditor’s objectivity andindependence. The Committee also shall consider whether the Independent Auditor’s provisionof non-audit services to the Company is compatible with the maintenance of the auditor’sindependence. The Committee shall assure the regular rotation of the audit engagement teampartners to the extent that such rotation is required by law and should further consider whether, inorder to assure continuing auditor independence, there should be regular rotation of the accounting
firm serving as the Independent Auditor.
The Committee shall review and approve the Company’s hiring of individuals who attained
the position of manager or above with the Independent Auditor and who were engaged on theCompany’s account.

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V.

Internal Control Over Financial Reporting
A. Committee Discussions

With respect to the Company’s internal control over financial reporting, the Committee shallreview and discuss with management, the internal auditor and the Independent Auditor:
1. management’s reports evaluating the adequacy and effectiveness of the Company’s
internal control over financial reporting, including any significant deficiencies ormaterial weaknesses in the design or operation of internal control over financial
reporting that could adversely affect the Company’s ability to record, process,summarize and report financial data;
2. the Independent Auditor’s reports concerning the adequacy of the Company’s internal
control over financial reporting and major issues as to the adequacy of the Company’s
internal controls and any special audit steps adopted in light of material control
deficiencies;
3. procedures established by the Committee for the receipt, retention, and treatment ofcomplaints received by the Company regarding accounting, internal accounting
controls, or auditing matters and for the confidential, anonymous submission byCompany employees of concerns regarding questionable accounting or auditing
matters; and4. management’s reports concerning the prevention and detection of fraud against theCompany, including reports of any fraud, whether or not material, that involves
management or other employees who have a significant role in the Company’s internal
control over financial reporting.
B. Committee Reviews
The Company’s internal auditor shall make regular reports directly to the Committee and be
accountable to the Committee. The Committee shall:
1. review the budget, staffing and quality of the Company’s internal audit function (inconjunction with the Committee’s discussions with the Independent Auditor) and theappointment and termination of senior internal audit personnel;
2. review all significant reports to management prepared by internal audit personnel;
3. review the results of a periodic internal audit quality assurance assessment to ensurethat the internal auditing function is operating effectively and in accordance with theStandards for the Professional Practice of Internal Auditing;
4. review reports regarding internal audit activity and results and the performance of theinternal audit function relative to its plan; and4
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5. review and approve, on at least an annual basis, the internal audit charter and the riskbased internal audit plan (including any significant modifications to such plan).
VI.

Financial Statements, Disclosure of Financial Information and Accounting Policies
A. Duties and Responsibilities

With respect to the Company’s financial statements and disclosures of financial information,
the Committee shall:
1. discuss with the Independent Auditor, and with the internal auditor, in each casewithout the presence of management if deemed appropriate, (a) the audit process, anyproblems or difficulties encountered in the course of the performance of the audit,
including any restrictions on the Independent Auditor’s activities or access to requested
information imposed by management, and management’s response thereto, and any
significant disagreements with management; and (b) the Company’s internal control
over financial reporting, and the budget, staffing and quality of the Company’s internal
audit function, including any “management” or “internal control” letter issued or
proposed to be issued by such auditor to the Company, and management’s response
thereto;2. discuss with the Independent Auditor how the Company’s accounting policies comparewith those in the industry and all alternative treatments of financial information within
accounting principles generally accepted in the United States that have been discussedwith management;
3. review any material financial or other arrangements of the Company that do not appear
on the Company’s financial statements, any reports by management, the internalauditor or the Independent Auditor regarding any such arrangements of the Company
that do not appear on the Company’s financial statements, and any transactions orcourses of dealing with third parties that are significant in size or involve terms or otheraspects that differ from those that would likely be negotiated with independent parties,
and that are relevant to an understanding of the Company’s financial statements;
4. review management’s reports evaluating the effectiveness of the Company’s disclosure
controls and procedures in assuring that material information required to be disclosed
in the Company’s periodic reports filed with the SEC is reported to management,
appropriately processed and summarized by management and reflected in such reports
filed with the SEC within the specified time periods;
5. discuss the Company’s quarterly earnings press releases, including the type andpresentation of information; and5
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6. discuss with management the Company’s practices regarding earnings press releases
as well as the provision of financial information and earnings guidance by management
to analysts and rating agencies;
B. Committee Discussions
The Committee shall also discuss with management, the internal auditor and the IndependentAuditor:
1. the quality and the acceptability of the Company’s accounting policies and any
significant changes to the Company’s auditing and accounting principles and practices
suggested by the Independent Auditor, internal audit personnel or management;
2. significant issues regarding accounting and auditing principles and practices andfinancial statement presentations, including critical accounting policies and estimates,
any significant changes in the Company’s selection or application of accounting
principles and any significant issues that may have been raised by management, theinternal auditor or the Independent Auditor as to the adequacy of the Company’s
internal control over financial reporting, and any special audit steps adopted in light ofmaterial control deficiencies;
3. analyses prepared by management, the internal auditor and/or the Independent Auditor
setting forth significant financial reporting issues and judgments made in connection
with the preparation of the financial statements;
4. the effect of regulatory and accounting initiatives, as well as off-balance sheet
structures, on the financial statements;
5. the Company’s quarterly reports on Form 10-Q and the interim financial information
contained therein, including the Company’s disclosures under “Management’sDiscussion and Analysis of Financial Condition and Results of Operations,” orauthorize the Chair of the Committee to do so and make a report thereon to the fullCommittee, prior to the filing of such quarterly reports with the SEC; and6. the audited financial statements to be included in the Company’s annual reports onForm 10-K, including the Company’s disclosures under “Management’s Discussionand Analysis of Financial Condition and Results of Operations,” prior to the filing ofsuch reports with the SEC and discuss with the Independent Auditor the mattersrequired to be discussed by Statement of Auditing Standards No. 61; and based on suchdiscussions and upon the receipt of an opinion of the Independent Auditor on theCompany’s financial statements, in form and content satisfactory to the Committee,
determine whether to recommend to the Board that the Company’s audited financial
statements be included in the Company’s Annual Reports on Form 10-K for filing with
the SEC.

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VII.

Additional Responsibilities
The Committee also shall:
1. have authority to engage independent counsel and other advisors, as it determines
necessary to carry out its duties, and the Company shall provide appropriate funding,as determined by the Committee, for payment of compensation to the Independent
Auditor and to any advisors engaged by the Committee, and for payment of ordinary
administrative expenses of the Committee that are necessary or appropriate in carryingout its duties;
2. have the authority to conduct investigations into any matters within its scope ofresponsibility and obtain advice and assistance from outside legal, accounting or otheradvisors, as necessary, to perform its duties and responsibilities; and in connection
therewith, the Committee shall also have the authority to meet with and seek any
information it requires from employees, officers, directors or external parties;
3. review the scope, plans and results of the internal and external audits of the Company
and its financial statements;
4. in conjunction with the Board’s Risk Committee, periodically discuss the Company’s
guidelines and policies with respect to the process by which the Company undertakes
risk assessment and risk management including the Company’s major financial risk
exposures and the steps management has taken to monitor and control such exposures;
5. review with management, the internal auditor and the Independent Auditor any
correspondence with regulators or governmental agencies and any employee
complaints or published reports that are brought to its attention that raise material issues
regarding the Company’s financial statements or accounting policies;
6. receive reports from the Company’s general counsel concerning any significant legaland regulatory matters;
7. receive reports concerning executive officers’ expenses and perquisites and compliancewith the Company’s policies and procedures relating to expense reimbursement;
8. as the need arises, review and evaluate any transactions between the Company and its
officers, directors or principal shareholders;
9. exercise such other powers and perform such other duties and responsibilities as areincidental to the purposes, duties and responsibilities specified herein and as may fromtime to time be delegated to the Committee by the Board; and10. make regular reports to the Board about the Committee’s duties, responsibilities,activities, any issues encountered regarding the quality or integrity of the Company’s
financial statements, the Company’s compliance with legal or regulatory requirements,
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the performance and independence of the Independent Auditor or the performance of
the internal audit function and related recommendations.
VIII.

Limitation on Committee’s Role

While the Committee has the responsibilities and powers set forth in this Charter, it is not theduty of the Committee or its members (a) to plan or conduct audits, (b) to design and implement
internal controls and procedures and disclosure controls and procedures, (c) to determine that theCompany’s financial statements and disclosures are complete and accurate and are in accordancewith generally accepted accounting principles and applicable rules and regulations, or (d) toconduct other types of auditing or accounting reviews or procedures. These are the responsibilitiesof management and the Independent Auditor. Accordingly, in carrying out its oversight
responsibilities, the Committee does not provide any expert or special assurance as to theCompany’s financial statements; nor does it provide any professional certification as to theIndependent Auditor’s work. Each Committee member shall be entitled to rely on (a) the integrityof those persons and organizations within and outside the Company that provide information tothe Committee and (b) the accuracy and completeness of the financial and other information
provided to the Committee by such persons or organizations.
IX.

Report to Shareholders

Annually, the Committee shall cause to be included in the Company’s proxy statements thereport of the Committee to the Company’s shareholders as required by SEC regulations.
X.

Annual Evaluation

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

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

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