0000950138-08-000840 Sample Contracts

SECOND AMENDED AND RESTATED SECTION 382 RIGHTS AGREEMENT REINSURANCE GROUP OF AMERICA, INCORPORATED and MELLON INVESTOR SERVICES LLC Rights Agent Dated as of November [25], 2008
Section 382 Rights Agreement • November 17th, 2008 • Reinsurance Group of America Inc • Accident & health insurance • New York

This Second Amended and Restated Section 382 Rights Agreement, dated as of November [25], 2008 and effective as of immediately prior to the Effective 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”).

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