HUMAN CAPITAL AND COMPENSATION COMMITTEE CHARTER
REINSURANCE GROUP OF AMERICA, INCORPORATEDI.

Role of the Committee

The Human Capital and Compensation Committee (“Committee”) of Reinsurance Group ofAmerica, Incorporated (“Company”) was established by the Board of Directors (“Board”). The
Committee’s objective is to assist the Board in delivering sustained value for stakeholders throughstrong Company leadership; a skilled and engaged workforce that is diverse, treated equitably andinclusive; and effective compensation practices.
II.

Qualifications and Appointment of Committee Members

The Nominating and Governance Committee will review and evaluate the qualifications ofdirectors to serve as members of the Committee. Upon the recommendation of the Nominatingand Governance Committee, the Board will appoint Committee members and a Chair of theCommittee. Committee members serve at the pleasure of the Board of Directors and for such termor terms as the Board may determine.
The Committee shall consist of no fewer than three members. Each member shall be
independent under the rules of the New York Stock Exchange (the “NYSE”), a “Non-EmployeeDirector” for the purposes of Rule 16b-3 under the Securities Exchange Act of 1934 (“Section16”), and an “outside director” for the purposes of Section 162(m) of the Internal Revenue Code(“Section 162(m)”). The Board shall appoint a Chair of the Committee.
III.

Committee Authority and Responsibilities
A. The Committee’s general duties and responsibilities are to review and oversee theCompany’s compensation and human capital matters, including but not limited to:
1. key issues, policies and programs relating to the Company’s workforce, such as
skills and composition;
2. recruitment, engagement and retention;
3. employee health, wellness and retirement programs;
4. development of employees and leaders;
5. performance management;
6. internal and external pay equity, and
7. diversity, equity and inclusion.
When appropriate, the Committee will approve matters such as policies, programs andcompensation or benefits structures.
B. The responsibilities and topics listed below are also within the Committee’s scope ofauthority. This list is not intended to be exhaustive and may be expanded at thediscretion of the Committee:

1. Review the structure and competitiveness of the Company’s compensation
programs for senior executives, including base salaries and annual, intermediateand long-term incentives, whether cash or equity-based; and considering thefollowing factors: (a) the attraction and retention of senior executives; (b) themotivation of senior executives to achieve the Company’s business objectives;and (c) the alignment of the interests of senior executives with the interests ofthe Company’s shareholders. The Committee will consider therecommendations of the Chief Executive Officer.
2. With respect to the Chief Executive Officer, the Committee shall, after any
necessary or appropriate consultation with the Board:a. review and approve the corporate goals and objectives relevant to thetotal compensation of the Chief Executive Officer;b.evaluate the Chief Executive Officer’s performance in light of suchgoals and objectives;c. determine and approve the Chief Executive Officer’s totalcompensation level based on such evaluation, either as a committee ortogether with the other independent directors;
3. As appropriate or necessary, review reports to investors (e.g., the Compensation
Discussion and Analysis in the proxy statement), regulators (e.g., the Securities
and Exchange Commission), rating agencies and other stakeholders relating tohuman capital, compensation and diversity, equity and inclusion (“DEI”)
issues. Upon invitation or request, and subject to approval by the Board Chairand CEO, interact with such constituencies on human capital, compensation andDEI matters.
4. Approve all forms of compensation and awards necessary under Section 16 andany other applicable regulatory provisions;
5. Periodically review development and succession plans for key executive
officers;
6. Review and approve, when necessary or appropriate, any employment andseverance agreements and other compensatory and change-in-control
arrangements for senior executives; and7. From time to time review the compensation and benefits paid to nonemployee
directors and make recommendations to the Board for any modifications thereofas may be appropriate.

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C. The Committee shall have the sole authority to retain, terminate, or approve the feesand other retention terms of any consultant retained to assist in evaluating thecompensation of the Chief Executive Officer, senior executives, or Directors. At thedirection of the Committee, the Company shall pay to any compensation consultant
retained by the Committee such compensation, including, without limitation, usual andcustomary expenses and charges, as shall be approved by the Committee;
D. The Committee will have the resources and authority necessary to discharge its duties
and responsibilities. The Committee has the authority to retain special legal,accounting, tax, compensation or other consultants (collectively referred to as“Advisor”) to advise the Committee on matters over which the Committee hasauthority. At the direction of the Committee, the Company shall pay to any advisor
retained by the Committee such compensation, including, without limitation, usual andcustomary expenses and charges, as shall be approved by the Committee. TheCommittee may delegate to a subcommittee or to the Chief Executive Officer or otherofficer of the Company such of its duties and responsibilities as the Committee deems
to be in the best interests of the Company, provided such delegation is not prohibitedby law, regulation or the New York Stock Exchange listing standards.
IV.

Meetings and Reports to the Board of Directors

The Committee will meet as frequently as it deems necessary or appropriate to carry out its
duties and responsibilities. The Committee will be governed by the same rules regarding meetings,action without meetings, notice, waiver of notice, and quorum and voting requirements as areapplicable to the Board. The committee is authorized and empowered to adopt its own rules ofprocedure not inconsistent with (a) any provision hereof, (b) any provision of the Bylaws of theCompany, or (c) the laws of the state of Missouri. The Committee shall report its activities to theBoard of Directors when and with such recommendations as deemed appropriate or required.
All directors that are not members of the Committee may attend meetings of the Committee
but may not vote. In addition, the Committee may invite to its meetings any director, officer, orsuch other persons as it deems appropriate to carry out its responsibilities.
V.

Annual Committee Report to Shareholders

Annually, the Committee shall review and discuss with management the "Compensation
Discussion and Analysis" that is required to be included in the Company’s annual proxy statement(or annual report on Form 10-K), and based on such review and discussions, (i) recommend to theBoard of Directors the Compensation Discussion and Analysis for inclusion in the Company’s
annual proxy statement (or annual report on Form 10-K), and (ii) issue, in accordance withapplicable SEC rules and regulations, the Compensation Committee Report for inclusion in theproxy statement.
VI.

Committee Assessment and Evaluation

The Committee shall participate in the 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.
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VII.

Amendment

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

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