Sector: Insurance

The company has the right to defer interest payments for up to 5 years one or more times without causing a default. Interest will accrue.

This is an offering by Reinsurance Group of America, Incorporated of $400,000,000 aggregate principal amount of its 6.20% fixed-to-floating rate subordinated debentures due 2042, which are referred to in this prospectus supplement as the “Debentures.” The Debentures are unsecured, subordinated debt instruments, and will initially bear interest commencing on August 21, 2012 to but excluding September 15, 2022, or any earlier redemption date, at an annual rate of 6.20%. We will pay that interest quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, commencing on December 15, 2012, to and including September 15, 2022. Commencing on, and including, September 15, 2022, to the maturity date unless redeemed or repaid earlier, the Debentures will bear interest at an annual rate equal to three-month LIBOR, reset quarterly, plus 4.37%. We will pay that interest quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, commencing on December 15, 2022. So long as no event of default with respect to the Debentures has occurred and is continuing, we have the right, on one or more occasions, to defer the payment of interest on the Debentures as described in this prospectus supplement for one or more periods of up to five consecutive years without giving rise to an event of default. Deferred interest will accumulate additional interest at an annual rate equal to the annual interest rate then applicable to the Debentures.

The Debentures will be issued in denominations of $25 and integral multiples of $25 in excess thereof. The Debentures will mature on September 15, 2042 (or if such day is not a business day, the following business day).