EX-4.2





 Exhibit 4.2 
  

 
 Sixth Supplemental Indenture 

between 
 Reinsurance Group of
America, Incorporated 
 and 

The Bank of New York Mellon Trust Company, N.A., 

as Trustee 
  

 
 Dated
June 9, 2020 
  
  

3.150% Senior Notes due 2030 
  

 












 TABLE OF CONTENTS 

 

									
	 	 	 	  	 	  	Page	 
	ARTICLE I DEFINITIONS	  	 	2	 
				
	         
	 	Section 1.1	  	Definition of Terms	  	 	2	 
		
	ARTICLE II TERMS AND CONDITIONS OF THE SENIOR NOTES	  	 	6	 
				
		 	Section 2.1	  	Designation and Principal Amount	  	 	6	 
				
		 	Section 2.2	  	Issue Date; Maturity	  	 	7	 
				
		 	Section 2.3	  	Percentage of Principal Amount	  	 	7	 
				
		 	Section 2.4	  	Place of Payment and Surrender for Registration of Transfer	  	 	7	 
				
		 	Section 2.5	  	Registered Securities; Form; Denominations; Depositary	  	 	7	 
				
		 	Section 2.6	  	Interest	  	 	8	 
				
		 	Section 2.7	  	Optional Redemption	  	 	8	 
				
		 	Section 2.8	  	No Sinking Fund	  	 	9	 
				
		 	Section 2.9	  	Events of Default	  	 	9	 
				
		 	Section 2.10	  	Ranking	  	 	9	 
				
		 	Section 2.11	  	Paying Agent; Security Registrar	  	 	9	 
				
		 	Section 2.12	  	Defeasance	  	 	9	 
				
		 	Section 2.13	  	No Conversion	  	 	9	 
				
		 	Section 2.14	  	CUSIP Numbers	  	 	9	 
				
		 	Section 2.15	  	Definitive Form of Senior Notes	  	 	10	 
				
		 	Section 2.16	  	Company Reports	  	 	10	 
		
	ARTICLE III COVENANTS	  	 	10	 
				
		 	Section 3.1	  	Limitation on Liens	  	 	10	 
				
		 	Section 3.2	  	Limitations on Issuance or Disposition of Stock of Restricted Subsidiaries	  	 	11	 


  
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	 ARTICLE IV MISCELLANEOUS
	  	 	11	 
				
		 	 Section 4.1
	  	 Ratification, Extension and Renewal of Indenture
	  	 	11	 
				
	         
	 	 Section 4.2
	  	 Trustee Not Responsible for Recitals
	  	 	11	 
				
		 	 Section 4.3
	  	 Governing Law
	  	 	11	 
				
		 	 Section 4.4
	  	 Severability
	  	 	12	 
				
		 	 Section 4.5
	  	 Counterparts
	  	 	12	 
				
		 	 Section 4.6
	  	 Successors and Assigns
	  	 	12	 
				
		 	 Section 4.7
	  	 FATCA Withholding
	  	 	12	 
		
	 EXHIBIT A - FORM OF SENIOR NOTE
	  	 	A-1	 


  
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 SIXTH SUPPLEMENTAL INDENTURE, dated June 9, 2020 (this “Sixth Supplemental
Indenture”), between REINSURANCE GROUP OF AMERICA, INCORPORATED, a Missouri corporation (the “Company”), having its principal executive office at 16600 Swingley Ridge Road, Chesterfield, Missouri 63017 and THE BANK OF NEW
YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee”), having its corporate trust office at 601 Travis Street, 16th Floor, Houston, Texas
77002, supplementing the Indenture, dated as of August 21, 2012, between the Company and the Trustee (the “Base Indenture” and, together with this Sixth Supplemental Indenture, the “Indenture”). 

RECITALS OF THE COMPANY 
 The
Company executed and delivered the Base Indenture to the Trustee to provide for the issuance from time to time by the Company of its debentures, notes, bonds or other evidences of indebtedness (hereinafter generally called the “Debt
Securities”) to be issued in one or more series as provided in the Base Indenture, in an unlimited aggregate principal amount which may be authenticated and delivered as provided in the Base Indenture; 

Pursuant to the terms of this Sixth Supplemental Indenture, the Company desires to provide for the establishment of a new series of Debt
Securities to be known as the 3.150% Senior Notes due 2030 (the “Senior Notes”), the form and substance of such Senior Notes and the terms, provisions and conditions thereof to be as set forth in the Indenture; 

Pursuant to Section 3.1 of the Base Indenture, a new series of Debt Securities may at any time be established in or pursuant to a Board
Resolution, an Officers’ Certificate or one or more indentures supplemental to the Base Indenture; 
 The Company has requested that
the Trustee execute and deliver this Sixth Supplemental Indenture. All requirements necessary to make this Sixth Supplemental Indenture a valid instrument in accordance with its terms (and to make the Senior Notes, when duly executed by the Company
and duly authenticated and delivered by the Trustee, the valid and enforceable obligations of the Company) have been performed, and the execution and delivery of this Sixth Supplemental Indenture has been duly authorized in all respects. 

NOW, THEREFORE, THIS SIXTH SUPPLEMENTAL INDENTURE WITNESSETH: 

For and in consideration of the premises and the purchase of Senior Notes by the Holders thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all Holders of Senior Notes, as follows: 












 ARTICLE I 

DEFINITIONS 

Section 1.1    Definition of Terms 

Unless the context otherwise requires: 

(a)    a term not defined herein that is defined in the Base Indenture has the same meaning when used in this Sixth
Supplemental Indenture; 
 (b)    a term defined anywhere in this Sixth Supplemental Indenture has the same meaning
throughout; 
 (c)    the singular includes the plural and vice versa; 

(d)    a reference to a Section or Article is to a Section or Article of this Sixth Supplemental Indenture; 

(e)    headings are for convenience of reference only and do not affect interpretation; and 

(f)    the following terms have the following meanings: 

“Base Indenture” has the meaning set forth in the Recitals. 

“Adjusted Treasury Rate” means, with respect to any date of redemption, the rate per annum equal to the
semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that date of redemption.

 “Capital Lease Obligation” means an obligation of the Company or any Subsidiary to pay rent or other
amounts under a lease of (or another agreement conveying the right to use) real or personal property thereof that is required to be classified and accounted for as a capital lease on the face of a balance sheet thereof in accordance with GAAP. For
purposes of this Sixth Supplemental Indenture, the amount of such obligation shall be the capitalized amount thereof and the stated maturity thereof shall be the date of the last payment of rent or any other amount due under such lease (or such
other agreement) prior to the first date upon which such lease (or such other agreement) may be terminated by the lessee (or obligor) without payment of a penalty. 

“Capital Stock” means with respect to any Person, any and all shares, interests, participations, rights or
other equivalents (however designated) of corporate stock of such Person, including, without limitation, if such Person is a partnership, partnership interests (whether general or limited) and any other interest or participation that confers on a
Person the right to receive a share of the profits and losses of, or distributions of assets of, such partnership. 

“Code” means the Internal Revenue Code of 1986, as amended. 

“Company” has the meaning set forth in the Recitals. 

  
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 “Comparable Treasury Issue” means the U.S. Treasury
security selected by the Quotation Agent as having a maturity comparable to the remaining term of the Senior Notes to be redeemed (assuming, for this purpose, that such Senior Notes mature on March 15, 2030, (the date which is three months
prior to final maturity of the Senior Notes)) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of
the Senior Notes (assuming, for this purpose, that such Senior Notes mature on March 15, 2030, (the date which is three months prior to final maturity of the Senior Notes)). 

“Comparable Treasury Price” means, with respect to any date of redemption, (i) the average of the
Reference Treasury Dealer Quotations for the date of redemption, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (ii) if the Quotation Agent obtains fewer than three (3) Reference Treasury Dealer Quotations,
the average of all such Reference Treasury Dealer Quotations. 
 “Consolidated Tangible Net Worth” means the
total shareholders’ equity as reflected in the Company’s most recent consolidated balance sheet prepared in accordance with GAAP and filed with the Securities and Exchange Commission, less intangible assets such as goodwill, trademarks,
tradenames, patents and unamortized debt discount and expense. 
 “Debt Securities” has the meaning set
forth in the Recitals. 
 “FATCA” means Sections 1471 through 1474 of the Code, as of the date hereof (or
any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreement entered into pursuant to
Section 1471(b)(1) of the Code. 
 “GAAP” means generally accepted accounting principles as set forth
in the statements and pronouncements of the Financial Accounting Standards Board and in opinions of the Accounting Principles Board of the American Institute of Certified Public Accountants or in such other statements by such other entity as have
been approved by a significant segment of the accounting profession or which have other substantial authoritative support in the United States and are applicable in the circumstances, in each case as of the date of determination, as applied on a
consistent basis. 
 “Guarantee” by any Person means any Obligations, contingent or otherwise, of such
Person guaranteeing any Indebtedness of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including, without limitation, every obligation of such Person (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness, (ii) to purchase property, securities or services
for the purpose of assuring the holder of such Indebtedness of the payment of such Indebtedness or (iii) to maintain working capital, equity capital or other financial statement condition or liquidity of the primary obligor so as to enable the
primary obligor to pay such Indebtedness (and the terms “Guaranteed,” “Guaranteeing” and “Guarantor” shall have meanings correlative to the foregoing); provided, however, that the Guarantee by any
Person shall not include endorsements by such Person for collection or deposit, in either case in the ordinary course of business. 

  
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 “Global Senior Note” has the meaning set forth in
Section 2.5(a). 
 “Holder” means a Person in whose name a Senior Note is registered. 

“Indenture” has the meaning set forth in the Recitals. 

“Indebtedness” of any Person means, without duplication: (i) every obligation of such Person for money
borrowed; (ii) every obligation of such Person evidenced by bonds, debentures, notes or similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses; (iii) every obligation of
such Person under conditional sale or other title retention agreements relating to assets or property purchased by such Person or issued or assumed as the deferred purchase price of property, assets or services (but excluding trade accounts payable
or accrued liabilities arising in the ordinary course of business that are nor overdue by more than 90 days or are being contested by such Person in good faith); (iv) every Capital Lease Obligation of such Person; (v) every obligation of such
Person with respect to any Sale and Leaseback Transaction to which such Person is a party; (vi) every obligation of such Person with respect to letters of credit, bankers’ acceptances or similar facilities issued for the account of such
Person; (vii) the maximum fixed redemption or repurchase price of outstanding Redeemable Stock of such Person; (viii) every obligation of such Person with respect to performance, surety or similar bonds; (ix) every obligation of such
Person under interest rate swap or cap or similar agreements, or under foreign currency hedge, exchange or similar agreements, of such Person; (x) if such Person is engaged in the insurance business, all Surplus Debt of such Person; and
(xi) every obligation of the type referred to in clauses (i) through (x) and (xii) of another Person the payment of which such Person has Guaranteed or is otherwise responsible for or liable for, directly or indirectly, as obligor,
Guarantor or otherwise; and (xii) every amendment, modification, renewal and extension of an obligation of the type referred to in clauses (i) through (xi). 

“Insurance Regulator” means any Person having (i) authority to administer or enforce any statute,
regulation or other law of the United States, any State or the District of Columbia or any instrumentality or political subdivision thereof (or any order or decree of any court thereof) governing the conduct of an insurance business, and
(ii) jurisdiction over the matter in question. 
 “Interest Payment Date” has the meaning set forth in
Section 2.6(a). 
 “Obligations” means any principal, interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness. 

“Quotation Agent” means one of the Reference Treasury Dealers appointed by the Company. 

  
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 “Recitals” means the Recitals of the Company set forth in
this Sixth Supplemental Indenture. 
 “Redeemable Stock” of a Person means every Capital Stock of such
Person that by its terms or otherwise is required to be redeemed or otherwise purchased by such Person, or is redeemable or so purchasable at the option of the holder thereof, at any time prior to the Stated Maturity of the Capital Stock. 

“Reference Treasury Dealer” means (i) Barclays Capital Inc., BofA Securities, Inc., J.P. Morgan
Securities LLC and one Primary Treasury Dealer selected by U.S. Bancorp Investments, Inc., and, in each case, their respective successors or their respective affiliates that are Primary Treasury Dealers (as defined herein); provided, however, that
if any of them shall cease to be a Primary Treasury Dealer, the Company shall substitute therefor another nationally recognized investment banking firm that is a primary U.S. Government securities dealer in the United States (a “Primary
Treasury Dealer”), and (ii) one other Primary Treasury Dealer selected by the Company. 
 “Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any date of redemption, the average, as determined by the Quotation Agent, after consultation with the Company, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by that Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding that date of
redemption. 
 “Restricted Subsidiary” means (i) any Significant Subsidiary of the Company existing on
the date hereof, (ii) any Subsidiary of the Company, organized or acquired after the date hereof, which is a Significant Subsidiary and (iii) an Unrestricted Subsidiary which is reclassified as a Restricted Subsidiary by a resolution
adopted by the Board of Directors. 
 “Sale and Leaseback Transaction” means any arrangement with any bank,
insurance company or other lender or investor (other than the Company or a Subsidiary), or to which such lender or investor is a party, providing for the leasing by the Company or any Subsidiary of any property or asset of the Company or any
Subsidiary that has been or is to be sold or transferred by the Company or any Subsidiary to such lender or investor or to any Person (other than the Company or a Subsidiary) to whom funds have been or are to be advanced by such lender or investor
on the security of such property or asset. 
 “Senior Notes” has the meaning set forth in the Recitals. 

“Significant Subsidiary” means a Subsidiary, including its direct and indirect Subsidiaries, which meets any
of the following conditions (in each case determined in accordance with GAAP): (i) the Company’s and its other Subsidiaries’ investment in and advances to the Subsidiary exceed ten percent (10%) of the total assets of the Company and its
Subsidiaries consolidated as of the end of the most recently completed fiscal year; 

  
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(ii) the Company’s and its other Subsidiaries’ proportionate share of the total assets (after inter-company eliminations) of the Subsidiary exceeds ten percent (10%) of the total assets
of the Company and its Subsidiaries consolidated as of the end of the most recently completed fiscal year; or (iii) the Company’s and its other Subsidiaries’ equity interest in the income from continuing operations before income
taxes, extraordinary items and cumulative effect of a change in accounting principles of the Subsidiary exceeds ten percent (10%) of such income of the Company and its Subsidiaries consolidated for the most recently completed fiscal year. 

“Sixth Supplemental Indenture” has the meaning set forth in the Recitals. 

“Surplus Debt” of any Person engaged in the insurance business means any liability of such Person to another
for repayment of a sum of money to such other Person under a written agreement approved by an Insurance Regulator providing for such liability to be paid only out of surplus of such Person in excess of a minimum amount of surplus specified in such
agreement. 
 “Trustee” has the meaning set forth in the Recitals. 

“Unrestricted Subsidiary” means any Subsidiary of the Company which is not a Restricted Subsidiary. 

“Voting Stock” means capital stock, the holders of which have general voting power under ordinary
circumstances to elect at least a majority of the board of directors of a corporation, provided that, for the purposes of such definition, capital stock which by a resolution adopted by the Board of Directors carries only the right to vote
conditioned on the happening of an event shall not be considered Voting Stock, whether or not such event shall have happened. 
 ARTICLE II

 TERMS AND CONDITIONS OF THE SENIOR NOTES 

Pursuant to Section 3.1 of the Base Indenture, the Senior Notes are hereby established with the following terms and other provisions:

 Section 2.1    Designation and Principal Amount 

(a)    There is hereby authorized a series of Debt Securities designated the “3.150% Senior Notes due 2030,”
initially in the aggregate principal amount at maturity of Six Hundred Million Dollars ($600,000,000). 
 (b)    Without
the consent of the Holders of the Senior Notes, the Company may, from time to time, create and issue additional Senior Notes having the same terms and conditions as the Senior Notes in all respects, except for issue date, issue price and, if
applicable, the first payment of interest thereon. Additional Senior Notes issued after the date hereof will form a single series with all such outstanding Senior Notes; provided that additional Senior Notes will not be issued with the same CUSIP,
if any, as existing Senior Notes unless such additional Senior Notes are fungible with existing Senior Notes for U.S. federal income tax purposes. 

  
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 Section 2.2    Issue Date; Maturity 

Subject to Section 2.1(b), the Senior Notes shall initially be issued as of the date hereof; the Stated Maturity of the Senior Notes shall
be June 15, 2030 or if such date is not a Business Day, the next Business Day. 
 Section 2.3    Percentage of
Principal Amount 
 Subject to Section 2.1(b), the Senior Notes will initially be issued at 99.472% of the principal amount. 

Section 2.4    Place of Payment and Surrender for Registration of Transfer 

(a)    Payment of principal of (and premium, if any) and interest on Senior Notes shall be made, the transfer of Senior
Notes will be registrable, and Senior Notes will be exchangeable for Senior Notes of other denominations of a like principal amount at the office or agency of the Company maintained for such purpose, initially the Corporate Trust Office of the
Trustee. Payment of principal of (and premium, if any) and interest on Senior Notes issued as Global Senior Notes shall be payable by the Company through the Paying Agent to the Depositary in immediately available funds. 

(b)    Payment of principal of (and premium, if any) and interest on Senior Notes issued in physical form shall be made,
the transfer of Senior Notes will be registrable, and Senior Notes will be exchangeable for Senior Notes of other denominations of a like principal amount at the office or agency of the Company maintained for such purpose, initially the Corporate
Trust Office of the Trustee; provided that, at the Company’s option, interest on Senior Notes issued in physical form may be payable by (i) a U.S. Dollar check drawn on a bank in The City of New York mailed to the address of
the Person entitled thereto as such address shall appear in the Security Register, or (ii) upon application to the Security Registrar not later than the relevant Regular Record Date by a Holder of a principal amount of Securities in excess of
$5,000,000, wire transfer in immediately available funds, which application shall remain in effect until the Holder notifies, in writing, the Security Registrar to the contrary. 

Section 2.5    Registered Securities; Form; Denominations; Depositary 

(a)    Subject to Section 2.1(b), the Senior Notes shall be issued in fully registered form, without coupons, as
registered Debt Securities and shall initially be issued in the form of one or more permanent Global Notes (the “Global Senior Notes”), and with the legends contained in, the form of Exhibit A hereto. 

(b)    The Senior Notes shall not be issuable in bearer form. The terms and provisions contained in the form of Senior
Note shall constitute, and are hereby expressly made, a part of the Indenture and to the extent applicable, the Company, and the Trustee, by their execution and delivery of the Indenture, expressly agree to such terms and provisions and to be bound
thereby. 

  
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 (c)    The Senior Notes shall be issued in denominations of $2,000 and
integral multiples of $1,000 in excess thereof. 
 (d)    Initially, the Depositary for the Senior Notes will be The
Depository Trust Company. The Global Senior Notes will be registered in the name of the Depositary or its nominee, Cede & Co., and held by the Trustee as custodian for the Depositary for crediting to the accounts of its participants. 

Section 2.6    Interest 

(a)    The Senior Notes will bear interest at a rate of 3.150% per annum on the principal amount thereof from and including
June 9, 2020 to, but excluding, June 15, 2030, payable semiannually in arrears on June 15 and December 15 of each year (each, an “Interest Payment Date”). The Regular Record Dates for the Senior Notes shall be
the immediately preceding June 1 and December 1, respectively, of each year. 
 (b)    The amount of interest
payable on the Senior Notes for any period will be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is
payable on the Senior Notes is not a Business Day, payment of the interest payable on such date will be made on the next day that is a Business Day (and without any additional interest or other payment in respect of any such delay), except that, if
such Business Day is in the next calendar year, such payment will be made on the preceding Business Day with the same force and effect as if made on the date such payment was originally payable. 

(c)    The Company shall pay interest on overdue principal and on overdue installments of interest (without regard to any
applicable grace periods) from time to time on demand at the rate borne by the Senior Notes plus 1% per annum to the extent lawful. 

Section 2.7    Optional Redemption 

(a)    The Company may, at its option, redeem the Senior Notes, in whole or in part, at any time, or from time to time, at
a Redemption Price equal to: 
 (i)    if the Senior Notes are redeemed prior to March 15, 2030, the
greater of: (A) 100% of the principal amount of the Senior Notes to be redeemed, and (B) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon to March 15,
2030 (not including any portion of those payments of interest accrued as of the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 40 basis points; or 

(ii)    if the Senior Notes are redeemed on or after March 15, 2030, 100% of the principal amount of
the Senior Notes to be redeemed; 
 plus, in each case, accrued interest thereon to the date of redemption. 

  
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 (b)    The redemption provisions of Article XII of the Base Indenture
shall apply to the Senior Notes. 
 Section 2.8    No Sinking Fund 

The Senior Notes shall not be subject to a sinking fund provision. The provisions contained in Article XIII of the Base Indenture shall not
apply to the Senior Notes. 
 Section 2.9    Events of Default 

In addition to the Events of Default set forth in Section 5.1 of the Base Indenture, it shall be an “Event of Default” with
respect to the Senior Notes if the following occurs and shall be continuing: an acceleration of the maturity of any Indebtedness of the Company or any Subsidiary, in an aggregate principal amount in excess of One Hundred Seventy-Five Million Dollars
($175,000,000), if such failure to pay is not discharged or such acceleration is not annulled within 15 days after the Company shall have received due notice of such acceleration. 

The additional Events of Default set forth in this Section 2.9 are expressly being included solely to be applicable to the Senior Notes
specified in this Sixth Supplemental Indenture. 
 Section 2.10    Ranking 

The Senior Notes shall constitute the senior debt obligations of the Company and shall rank equally in right of payment with all other existing
and future senior debt obligations of the Company. 
 Section 2.11    Paying Agent; Security Registrar 

Initially, the Trustee shall act as Paying Agent and Security Registrar. If the Senior Notes are issued in definitive form, the Corporate Trust
Office shall be the office or agency of the Paying Agent and the Security Registrar for the Senior Notes. 

Section 2.12    Defeasance 

The defeasance provisions of Article XIV of the Base Indenture shall apply to the Senior Notes. 

Section 2.13    No Conversion 

The Senior Notes will not be convertible into shares of Common Stock or any other security. The provisions contained in Article XV of the Base
Indenture shall not apply to the Senior Notes. 
 Section 2.14    CUSIP Numbers 

The Company in issuing the Senior Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use
“CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made 

  
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as to the correctness of such numbers either as printed on the Senior Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers
printed on the Senior Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the “CUSIP” numbers. 

Section 2.15    Definitive Form of Senior Notes 

The Senior Notes will be issued in definitive form only under the limited circumstances set forth in Section 3.4 of the Base Indenture.

 Section 2.16    Company Reports 

The provisions of Section 7.4 of the Base Indenture relating to the nature, content and date for reports by the Company to the Holders, to
the extent such provisions are mandated by the Trust Indenture Act, shall apply to the Senior Notes. 
 ARTICLE III 

COVENANTS 
 Article XI of the Base
Indenture is hereby supplemented by the following additional covenants of the Company: 
 Section 3.1    Limitation on Liens

 The Company will not, and will not permit any Subsidiary to, incur, issue, assume or guaranty any Indebtedness if such Indebtedness is
secured by a mortgage, pledge of, lien on, security interest in or other encumbrance upon any shares of Voting Stock of any Restricted Subsidiary, whether such Voting Stock is now owned or is hereafter acquired, without providing that the Senior
Notes (together with, if the Company shall so determine, any other Indebtedness or obligations of the Company or any Subsidiary ranking equally with such Senior Notes and then existing or thereafter created) shall be secured equally and ratably
with, or prior to, such Indebtedness. The foregoing limitation shall not apply to (a) Indebtedness incurred, issued, assumed, guaranteed or permitted to exist and secured by liens, security interests, pledges or other encumbrances which does
not exceed 10% of the Company’s then Consolidated Tangible Net Worth; (b) Indebtedness secured by a pledge of, lien on or security interest in any shares of Voting Stock of any corporation if such pledge, lien or security interest is made
or granted prior to or at the time such corporation becomes a Restricted Subsidiary; provided that such pledge, lien or security interest was not created in anticipation of the transfer of such shares of Voting Stock to the Company or its
Subsidiaries; (c) liens or security interests securing Indebtedness of a Restricted Subsidiary to the Company or another Restricted Subsidiary; or (d) the extension, renewal or replacement (or successive extensions, renewals or
replacements), in whole or in part, of any lien or security interest referred to in the foregoing clauses (b) and (c) but only if the principal amount of Indebtedness secured by the liens or security interests immediately prior thereto is not
increased and the lien or security interest is not extended to other property. 

  
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 Section 3.2    Limitations on Issuance or Disposition of Stock of Restricted
Subsidiaries 
 The Company will not, nor will it permit any Restricted Subsidiary to, issue, sell, assign, transfer or otherwise dispose
of any shares of Capital Stock (other than nonvoting preferred stock) of any Restricted Subsidiary (or of any Subsidiary having direct or indirect control of any Restricted Subsidiary), except for, subject to Article IX of the Base Indenture:
(a) director’s qualifying shares; (b) a sale, assignment, transfer or other disposition of any Capital Stock of any Restricted Subsidiary (or of any Subsidiary having direct or indirect control of any Restricted Subsidiary) to the
Company or to one or more Restricted Subsidiaries; (c) a sale, assignment, transfer or other disposition of all or part of the Capital Stock of any Restricted Subsidiary (or of any Subsidiary having direct or indirect control of any Restricted
Subsidiary) for consideration which is at least equal to the fair value of such Capital Stock as determined by the Company’s Board of Directors acting in good faith; (d) the issuance, sale, assignment, transfer or other disposition made in
compliance with an order of a court or regulatory authority of competent jurisdiction, other than an order issued at the request of the Company or any Restricted Subsidiary; or (e) issuance for consideration which is at least equal to fair
value as determined by the Company’s Board of Directors acting in good faith. 
 ARTICLE IV 

MISCELLANEOUS 

Section 4.1    Ratification, Extension and Renewal of Indenture 

The Base Indenture, as supplemented and amended by this Sixth Supplemental Indenture, is ratified, confirmed, extended and renewed, and this
Sixth Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein provided. If any provision of this Sixth Supplemental Indenture is inconsistent with a provision of the Base Indenture, the
terms of this Sixth Supplemental Indenture shall control. This Sixth Supplemental Indenture shall only apply to the Senior Notes and shall not apply to any other Debt Securities of any other series issued under the Base Indenture (unless otherwise
specified pursuant to Section 3.1 of the Base Indeture for Debt Securities of any such series). 
 Section 4.2    Trustee
Not Responsible for Recitals 
 The Recitals are made by the Company and not by the Trustee, and the Trustee assumes no responsibility
for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Sixth Supplemental Indenture or the Senior Notes. The Trustee shall not be accountable for the use or application by the Company of the Senior
Notes or the proceeds thereof. 
 Section 4.3    Governing Law 

This Sixth Supplemental Indenture and the Senior Notes shall be governed by, and construed in accordance with, the laws of the State of
New York. 

  
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 Section 4.4    Severability 

In case any one or more of the provisions contained in this Sixth Supplemental Indenture or in the Senior Notes shall for any reason be held to
be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Sixth Supplemental Indenture or of the Senior Notes, but this Sixth Supplemental Indenture and the
Senior Notes shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein. 

Section 4.5    Counterparts 

This Sixth Supplemental Indenture may be executed in any number of counterparts each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument. 
 Section 4.6    Successors and Assigns 

All covenants and agreements in the Indenture by the Company shall bind its successors and assigns, whether expressed or not. The Company will
have the right at all times to assign any of its respective rights or obligations under the Indenture to a direct or indirect wholly owned Subsidiary of the Company; provided that, in the event of any such assignment, the Company will remain liable
for all of its respective obligations. Subject to the foregoing, the Indenture will be binding upon and inure to the benefit of the parties thereto and their respective successors and assigns. The Indenture may not otherwise be assigned by the
parties thereto. 
 Section 4.7    FATCA Withholding 

In order to comply with the applicable reporting requirements of FATCA, the Company agrees (i) to provide to the Trustee tax information
about holders or the transactions contemplated hereby (including any modification to the terms of such transactions), to the extent such information is directly available to the Company, so that the Trustee can determine whether it has tax-related obligations under FATCA and (ii) that the Trustee shall be entitled to make any withholding or deduction from payments under the Senior Notes to the extent necessary to comply with FATCA. 

Section 4.8    Electronic Signatures 

The words “execution,” signed,” signature,” and words of like import in this Sixth Supplemental Indenture shall include
images of manually executed signatures transmitted by facsimile, email or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including without limitation,
DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal
effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act,
the New York State Electronic Signatures and Records Act and any other applicable law, including, 

  
 12 













 
without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. Without limitation to the foregoing, and anything in this Sixth Supplemental
Indenture to the contrary notwithstanding, (a) any Officers’ Certificate, Company Order, Opinion of Counsel, Senior Notes, certificate of authentication appearing on or attached to any Senior Notes, supplemental indenture or other
certificate, opinion of counsel, instrument, agreement or other document delivered pursuant to the Base Indenture may be executed, attested and transmitted by any of the foregoing electronic means and formats, (b) all references in
Section 3.3 or elsewhere in the Base Indenture to the execution, attestation or authentication of any Senior Notes or any certificate of authentication appearing on or attached to any Senior Notes by means of a manual or facsimile signature
shall be deemed to include signatures that are made or transmitted by any of the foregoing electronic means or formats, and (c) any requirement in Section 3.3 or elsewhere in the Base Indenture that any signature be made under a corporate
seal (or facsimile thereof) shall not be applicable to the Senior Notes. 
 Signature page follows. 

  
 13 













 IN WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental Indenture to be
duly executed as of the day and year first above written. 
  

			
	REINSURANCE GROUP OF AMERICA, INCORPORATED
		
	By:	 	 /s/ Brian W. Haynes

		 	Brian W. Haynes
		 	Senior Vice President and Corporate Treasurer


  

					
	 Attest:
  

    /s/ William L. Hutton
	 		 	
	William L. Hutton	 		 	
	 Executive Vice President, General
 Counsel
and Secretary
	 		 	

  

			
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	By:	 	 /s/ Linda Wirfel

	Name:	 	Linda Wirfel
	Title:	 	Vice President


 Signature page to Sixth Supplemental Indenture 












 EXHIBIT A 

FORM OF SENIOR NOTE 
 [FACE
OF SENIOR NOTE] 
 [THIS SENIOR NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF
CEDE & CO. AS NOMINEE OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”), OR A NOMINEE OF THE DEPOSITARY. THIS NOTE IS EXCHANGEABLE FOR SENIOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SENIOR NOTE (OTHER THAN A TRANSFER OF THIS SENIOR NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY) MAY BE REGISTERED UNLESS AND UNTIL THIS SENIOR NOTE IS EXCHANGED IN WHOLE OR IN PART FOR
SENIOR NOTES IN DEFINITIVE FORM. UNLESS THIS SENIOR NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO REINSURANCE GROUP OF AMERICA, INCORPORATED OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SENIOR NOTE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] * 
 REINSURANCE GROUP OF AMERICA, INCORPORATED 

3.150% Senior Notes due 2030 
  

					
	Certificate No.: R-            	  		  	$                
	CUSIP No.:            	  		  	

 This Senior Note is one of a duly authorized series of Debt Securities of REINSURANCE GROUP OF AMERICA,
INCORPORATED (the “Senior Notes”), all issued under and pursuant to an Indenture dated as of August 21, 2012, duly executed and delivered by REINSURANCE GROUP OF AMERICA, INCORPORATED, a Missouri corporation (the
“Company”, which term includes any successor corporation under the Indenture hereinafter referred to), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the Sixth
Supplemental Indenture thereto dated June 9, 2020, between the Company and the Trustee, to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Company and the Holders of the Senior Notes. By the terms of the Indenture, the Debt Securities are issuable in series that may vary as to amount, date of maturity, rate of interest and in other
respects as provided in the Indenture. 
  

	* 	 Insert if Senior Notes are in global form. 



  
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 The Company, for value received, hereby promises to pay to [Cede & Co.]*, or registered assigns, the principal sum of                 
($                ) [(as increased or decreased on the attached Schedule of Increases and Decreases)]* on
June 15, 2030 or if such date is not a Business Day, the following Business Day. 
 Interest Payment Dates: June 15 and
December 15, commencing on                     ,             . 

Record Dates: June 1 and December 1. 

Reference is hereby made to the further provisions of this Senior Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place. 
  
  


	* 	 Insert if Senior Notes are in global form. 



  
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 IN WITNESS WHEREOF, the Company has caused this Senior Note to be duly executed manually or
by facsimile by its duly authorized officers. 
  

			
	REINSURANCE GROUP OF AMERICA, INCORPORATED
		
	By:	 	  

		 	Brian W. Haynes
		 	 Senior Vice President and Corporate

Treasurer



  

					
	Attest:	 		 	
	  
	 		 	
	William L. Hutton	 		 	
	 Executive Vice President, General
 Counsel
and Secretary
	 		 	

 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This is one of the 3.150% Senior Notes due 2030 issued under the within mentioned Indenture. 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee 
 By:
                                         
        
 Authorized Signatory 

Dated: _________, 20__ 

  
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 [REVERSE OF SENIOR NOTE] 

REINSURANCE GROUP OF AMERICA, INCORPORATED 

3.150% Senior Notes due 2030 

To the extent that any rights or other provisions of this Senior Note differ from or are inconsistent with those contained in the Indenture,
then the Indenture shall control. Capitalized terms used herein but not defined shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 

1.    Principal and Interest. 

Reinsurance Group of America, Incorporated, a Missouri corporation (the “Company”), promises to pay interest on the
principal amount of this Senior Note in the manner specified below at the rate of 3.150% per annum from and including June 9, 2020, to, but excluding, the Stated Maturity. The Company will pay interest on this Senior Note semiannually in
arrears on June 15 and December 15 of each year (each an “Interest Payment Date”), commencing on _______________, _______. Interest not paid on the scheduled Interest Payment Date will accrue and compound semiannually at
the rate borne by the principal amount of this Senior Note. 
 Interest on the Senior Notes shall be computed on the basis of a 360-day year of twelve 30-day months. 
 The Company shall pay
interest on overdue principal and on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the rate borne by the Senior Notes plus 1% per annum to the extent lawful. 

2.    Ranking. 
 The
Senior Notes shall constitute the senior debt obligations of the Company and shall rank equally in right of payment with all other existing and future senior debt obligations of the Company. 

3.    Method of Payment. 

Interest on any Senior Note which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the
person in whose name that Senior Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for the payment of such interest. In the event that any date on which interest is payable on the Senior
Notes is not a Business Day, payment of the interest payable on such date will be made on the next day that is a Business Day (and without any additional interest or other payment in respect of any such delay), except that, if such Business Day is
in the next calendar year, such payment will be made on the preceding Business Day with the same force and effect as if made on the date such payment was originally payable. 

  
 A-4 













 4.    Paying Agent and Security Registrar. 

Initially, The Bank of New York Mellon Trust Company, N.A., the Trustee, will act as Paying Agent and Security Registrar. The Company may
change the Paying Agent and Security Registrar without notice to any Holder. The Company or any of its Subsidiaries may, subject to certain exceptions, act in any such capacity. 

5.    Indenture. 

This Senior Note is one of a duly authorized series of the 3.150% Senior Notes due 2030 (the “Senior Notes”) of the Company,
initially limited in aggregate principal amount to $600,000,000 and issued under an Indenture, dated as of August 21, 2012 (the “Base Indenture”), as supplemented by a Sixth Supplemental Indenture dated as of June 9, 2020
(the “Sixth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), in each case, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the
“Trustee”). The terms of this Senior Note include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “TIA”). This Senior Note is
subject to all such terms, and by acceptance hereof, Holders agree to be bound by all of such terms, as the same may be amended from time to time. Holders are referred to the Indenture and the TIA for a statement of all such terms. To the extent
permitted by applicable law, in the event of any inconsistency between the terms of this Senior Note and the terms of the Indenture, the terms of the Indenture shall control. Capitalized terms used but not defined herein have the meanings assigned
to them in the Indenture unless otherwise indicated. 
 6.    Optional Right of Redemption. 

(a) The Company may, at its option, redeem the Senior Notes, in whole or in part, at any time at a Redemption Price equal to: 

(i) if the Senior Notes are redeemed prior to March 15, 2030, the greater of: (A) 100% of the principal amount of the Senior Notes to be
redeemed, and (B) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon to March 15, 2030 (not including any portion of those payments of interest accrued
as of the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate plus 40 basis points; or 
 (ii) if the Senior Notes are redeemed on or after March 15, 2030, 100% of the principal
amount of the Senior Notes to be redeemed; 
 plus, in each case, accrued interest thereon to the date of redemption. 

(b) The redemption provisions of Article XII of the Base Indenture shall apply to the Senior Notes. 

“Adjusted Treasury Rate” means, with respect to any date of redemption, the rate per annum equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that date of redemption. 

  
 A-5 













 “Comparable Treasury Issue” means the U.S. Treasury security selected by
the Quotation Agent as having a maturity comparable to the remaining term of the Senior Notes to be redeemed (assuming, for this purpose, that such Senior Notes mature on March 15, 2030 (the date which is three months prior to final maturity of
the Senior Notes)) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Senior Notes (assuming,
for this purpose, that such Senior Notes mature on March 15, 2030 (the date which is three months prior to final maturity of the Senior Notes)). 

“Comparable Treasury Price” means, with respect to any date of redemption, (i) the average of the Reference Treasury
Dealer Quotations for the date of redemption, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (ii) if the Quotation Agent obtains fewer than three (3) Reference Treasury Dealer Quotations, the average of all
such Reference Treasury Dealer Quotations. 
 “Quotation Agent” means one of the Reference Treasury Dealers appointed by
the Company. 
 “Reference Treasury Dealer” means (i) Barclays Capital Inc., BofA Securities, Inc., J.P. Morgan
Securities LLC and one Primary Treasury Dealer selected by U.S. Bancorp Investments, Inc., and, in each case, their respective successors or their respective affiliates that are Primary Treasury Dealers (as defined herein); provided, however, that
if any of them shall cease to be a Primary Treasury Dealer, the Company shall substitute therefor another nationally recognized investment banking firm that is a primary U.S. Government securities dealer in the United States (a “Primary
Treasury Dealer”), and (ii) one other Primary Treasury Dealer selected by the Company. 
 “Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer and any date of redemption, the average, as determined by the Quotation Agent, after consultation with the Company, of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by that Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding that date of redemption. 

Pursuant to Article XII of the Base Indenture, notice of any redemption will be delivered at least 30 days but not more than 60 days
before the date of redemption to each Holder of the Senior Notes to be redeemed. 
 7.    No Sinking Fund. 

The Senior Notes will not be subject to a sinking fund provision. 

  
 A-6 













 8.    Defaults and Remedies. 

The Indenture provides that an Event of Default with respect to the Senior Notes occurs upon the occurrence of specified events. If an Event of
Default shall occur and be continuing, the principal of all of the Senior Notes may become or be declared due and payable, in the manner, with the effect provided in the Indenture. 

9.    Amendment; Supplement; Waiver. 

The Indenture provides for amendments, supplements and waivers with respect to the Indenture as set forth in Article X of the Base Indenture.

 10.    Restrictive Covenants. 

The Indenture imposes certain limitations on the ability of the Company and its Subsidiaries to, among other things, create certain liens,
issue or dispose of stock of Restricted Subsidiaries and consummate certain mergers and consolidations or sales of all or substantially all of its assets. The limitations are subject to a number of important qualifications and exceptions. 

11.    Denomination; Transfer; Exchange. 

The Senior Notes of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of
$1,000 in excess thereof. As provided in the Indenture and subject to certain limitations herein and therein set forth, Senior Notes of this series so issued are exchangeable for a like aggregate principal amount at maturity of Senior Notes of this
series of a different authorized denomination, as requested by the Holder surrendering the same. 
 As provided in the Indenture and subject
to certain limitations therein set forth, this Senior Note is transferable by the registered Holder hereof on the Security Register of the Company, upon surrender of this Senior Note for registration of transfer at the office or agency of the
Trustee in the City and State of New York accompanied by a written instrument or instruments of transfer in form satisfactory to the Company or the Trustee duly executed by the registered Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Senior Notes of authorized denominations and for the same aggregate principal amount at maturity will be issued to the designated transferee or transferees. No service charge will be made for any such transfer, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto. 

12.    Persons Deemed Owners. 

The registered Holder of this Senior Note shall be treated as its owner for all purposes. 

13.    Defeasance. 

Subject to certain conditions contained in the Indenture, at any time some or all of the Company’s obligations under the Senior Notes and
the Indenture may be discharged if the Company deposits with the Trustee money and/or U.S. Government Obligations sufficient to pay the principal of and interest on the Senior Notes to Stated Maturity. 

  
 A-7 













 14.    No Recourse Against Others. 

No recourse shall be had for the payment of the principal of or the interest on this Senior Note, or any part hereof or of the indebtedness
represented hereby, or upon any obligation, covenant or agreement of the Indenture, against any incorporator, shareholder, officer or director, as such, past, present or future, of the Company (or any incorporator, shareholder, officer or director
of any predecessor or successor corporation), either directly or through the Company (or of any predecessor or successor corporation), whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty
or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released; provided, however, that nothing herein shall be taken to prevent recourse to and the
enforcement of the liability, if any, of any shareholder or subscriber to capital stock upon or in respect of the shares of capital stock not fully paid. 

15.    CUSIP Numbers. 

The Company may cause CUSIP numbers to be printed on the Senior Notes as a convenience to Holders. No representation is made as to the accuracy
of such numbers, and reliance may be placed only on the other identification numbers printed hereon. 
 16.    Authentication.

 This Senior Note shall not be valid until the Trustee (or authenticating agent) executes the certificate of authentication on the
other side of this Senior Note. 
 17.    Governing Law. 

The Indenture and this Senior Note shall be governed by, and construed in accordance with, the laws of the State of New York. 

  
 A-8 













 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SENIOR NOTE* 
 The initial aggregate principal amount of this Global Senior Note is $________. The
following increases or decreases in this Global Senior Note have been made: 
  

									
	 Date of Exchange
	 	 Amount of decrease

in Principal Amount
 of
Senior Notes
 evidenced by this

Global Senior Note
	 	 Amount of increase
in Principal Amount

of Senior Notes
 evidenced
by this
 Global Senior Note
	 	 Principal Amount of

Senior Notes
 evidenced by
this
 Global Senior Note

following such
 decrease or
increase
	 	 Signature
of
authorized officer of
Trustee or Securities
Custodian

		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	

  
  

	* 	 Insert if Senior Notes are in global form. 



  
 A-9