Item 1.01. Entry into a Material Definitive Agreement.
On November 3, 2009, Reinsurance Group of America, Incorporated (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with Barclays Capital Inc. and UBS Securities LLC, as Representatives of the several underwriters named therein (the "Underwriters"), pursuant to which the Company agreed to issue and sell to the Underwriters $400,000,000 aggregate principal amount of its 6.45% Senior Notes due November 15, 2019 (the "Notes"). The public offering price of the Notes was 99.83% of the principal amount. The Company expects net proceeds (before expenses) of approximately $396.7 million and to use the proceeds for general corporate purposes.
This offering is being made pursuant to the Company's automatic shelf registration statement on Form S-3 (Registration No. 333-156052) and a related prospectus supplement, each filed with the Securities and Exchange Commission. The Underwriting Agreement includes customary representations, warranties and covenants by the Company. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such document, a copy of which is attached to this Current Report on Form 8-K as Exhibit 1.1.
The opinions of the Company's counsel as to the legality of the Notes and as to certain tax matters are filed as Exhibit 5.1 and Exhibit 8.1, respectively, to this Form 8-K.
The Underwriters and/or their affiliates have provided and in the future may provide investment banking, commercial banking, advisory, reinsurance and/or other financial services to the Company and its affiliates from time to time for which they have received and in the future may receive customary fees and expenses and may have entered into and in the future may enter into other transactions with the Company.
Item 8.01. Other Events
On November 3, 2009, the Company issued a press release announcing the pricing of the offering. A copy of that press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. See Exhibit Index.

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