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Exhibit 4.4
THIRD AMENDMENT TO RIGHTS AGREEMENT
This THIRD AMENDMENT (this "Amendment"), dated effective as of August
13, 1999, to the Rights Agreement, dated as of May 4, 1993, as amended by that
certain amendment dated as of July 26, 1995 and by that Second Amendment to
Rights Agreement dated as of April 22, 1998 (the "Rights Agreement"), between
REINSURANCE GROUP OF AMERICA, INCORPORATED, a Missouri corporation (the
"Company"), and CHASEMELLON SHAREHOLDER SERVICES, L.L.C. (formerly known as
Boatmen's Trust Company), as Rights Agent (the "Rights Agent").
W I T N E S S E T H
WHEREAS, the Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement;
WHEREAS, Section 1(a) of the Rights Agreement provides that General
American Life Insurance Company, including its subsidiaries and affiliates, is
excluded from the definition of "Acquiring Person" for purposes of the Rights
Agreement;
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company
may from time to time supplement or amend the Rights Agreement in accordance
with the provisions of Section 27 thereof; and
WHEREAS, all acts and things necessary to make this Amendment a valid
agreement, enforceable according to its terms, have been done and performed, and
the execution and delivery of this Amendment by the Company and the Rights Agent
have been in all respects duly authorized by the Company and the Rights Agent.
In consideration of the foregoing and the mutual agreements set forth
herein, the parties hereto agree as follows:
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1. Section 1(a) of the Rights Agreement is hereby modified and amended
as follows: by deleting clause (i) thereof in its entirety and replacing it with
the following:
(i) General American Life Insurance Company, including its
Subsidiaries and Affiliates ("General American"); any governmental
authority, agency or official who is deemed, by virtue of a court order
or exercise of insurance regulatory authority granted by applicable
statute or regulation, to be the Beneficial Owner of securities
representing Voting Power held by General American prior to the
effectiveness of such court order or the exercise of such authority; or
the Company, any Subsidiary of the Company, any employee benefit plan
or compensation arrangement of the Company or any Subsidiary of the
Company, or any entity holding securities of the Company to the extent
organized, appointed or established by the Company or any Subsidiary of
the Company for or pursuant to the terms of any such employee benefit
plan or compensation arrangement
2. This Amendment shall be governed by and construed in accordance with
the laws of the State of Missouri and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts to
be made and performed entirely within such State.
3. This Amendment may be executed in any number of counterparts, each
of which shall be an original, but such counterparts shall together constitute
one and the same instrument. Terms not defined herein shall, unless the context
otherwise requires, have the meanings assigned to such terms in the Rights
Agreement.
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4. In all respects not inconsistent with the terms and provisions of
this Amendment, the Rights Agreement is hereby ratified, adopted, approved and
confirmed. In executing and delivering this Amendment, the Rights Agent shall be
entitled to all the privileges and immunities afforded to the Rights Agent under
the terms and conditions of the Rights Agreement.
5. If any term, provision, covenant or restriction of this Amendment is
held by a court of competent jurisdiction or other authority to be invalid, void
or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment, and of the Rights Agreement, shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the date and year first above written.
REINSURANCE GROUP OF AMERICA, INCORPORATED
By:
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Attest:
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CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By:
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Attest:
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RGA Rights Am A
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