8,900,000 SHARES REINSURANCE GROUP OF AMERICA, INCORPORATED CLASS A COMMON STOCK UNDERWRITING AGREEMENTReinsurance Group of America Inc • October 31st, 2008 • Accident & health insurance • New York
Reinsurance Group of America, Incorporated, a Missouri corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and to sell an aggregate of 8,900,000 shares (the “Firm Shares”) of Class A Common Stock, par value $0.01 per share, (“Class A Common Stock”), and to grant the option described in Section 4(b) hereof to purchase all or any part of 1,335,000 additional shares of its Class A Common Stock, or, as applicable, the common stock, par value $0.01 per share, into which these shares of Class A Common Stock may be re-designated in connection with the conversion proposal at the Company’s November 25, 2008 special meeting of shareholders (the “Conversion”), to cover over-allotments (the “Option Shares”), if any, to Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. Incorporated (together, the “Representatives”) and the other underwriters named in Schedule 1 hereto (collectively, the “Underwriters”). The Firm Shares and the Option Shares a
