AMENDED AND RESTATED SECTION 382 RIGHTS AGREEMENT REINSURANCE GROUP OF AMERICA, INCORPORATED and MELLON INVESTOR SERVICES LLC Rights Agent Dated as of September 12, 2008Section 382 Rights Agreement • September 12th, 2008 • Reinsurance Group of America Inc • Accident & health insurance • New York
This Amended and Restated Section 382 Rights Agreement, dated as of September 12, 2008 and effective as of immediately prior to the Acceptance Time (as defined below), of which the Rights Agent shall be notified in writing (the “Rights Agreement”), is entered into between Reinsurance Group of America, Incorporated, a Missouri corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the “Rights Agent”).
IRREVOCABLE PROXYIrrevocable Proxy • September 12th, 2008 • Reinsurance Group of America Inc • Accident & health insurance
This proxy (this “Proxy”) is granted pursuant to Section 7.12(c) of the Recapitalization and Distribution Agreement, dated as of June 1, 2008 (the “Agreement”), by and between MetLife, Inc., a Delaware corporation (“MetLife”), and Reinsurance Group of America, Incorporated, a Missouri corporation, or its successor(s) (“RGA”). For the purposes of this Proxy, capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Agreement.
