REINSURANCE GROUP OF AMERICA INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On January 4, 2023, the Board of Directors (the "Board") of Reinsurance Group of
America, Incorporated (the "Company") announced the appointment of Tony Cheng as
Company President. Anna Manning, Company Chief Executive Officer, relinquished
the title of President on such date. The Board also announced that Ms. Manning is expected to retire and relinquish the title of Chief Executive Officer on
December 31, 2023, at which time the Board plans to appoint Mr. Cheng as Chief
Executive Officer. On January 4, 2023, the Board also appointed Mr. Cheng as a
director.

Tony Cheng, 48, serves as a member of the Company's Executive Committee and was
previously Executive Vice President, Head of Asia, Australia and EMEA. He joined
the Company in 1997 as Chief Actuary of Malaysian Life Reinsurance Group Berhad,
the Company's joint venture with the Life Insurance Association of Malaysia. In
2004, Mr. Cheng was named Chief Executive Officer of the Hong Kong office,
responsible for all business activity in Hong Kong and Southeast Asia. In 2011
he was appointed Senior Vice President, Asia, an expanded role incorporating
overall management of the Company's Asia operations. In 2021 Mr. Cheng assumed
responsibility for the Company's Australia and EMEA operations. He will continue
to provide executive leadership to EMEA, Asia and Australia while assuming his
new responsibilities as President.

Offer Letter

Pursuant to an offer letter between the Company and Mr. Cheng (the "Offer
Letter") he will receive an annual salary of $750,000 as President, which will
increase to $950,000 upon his appointment as Chief Executive Officer. He will
continue to participate in the Company's Annual Bonus Plan ("ABP") and his
target bonus will be 150% of his annual salary as President, with potential
payouts under this award ranging from zero to $2,250,000. New ABP goals will be
established in his role as President. Upon appointment to the role of Chief
Executive Officer, the Offer Letter provides that Mr. Cheng's ABP target will
increase to 175% of annual salary. The terms and conditions of the current ABP
were previously reported under "Compensation Discussion and Analysis" and
"Compensation Tables and Other Matters" in the Company's proxy statement on
Schedule 14A filed with the Securities and Exchange Commission on April 7, 2022
(together with analogous disclosures in previous proxy statements for the
Company's annual meetings of shareholders, the "Compensation Disclosures").

The Offer Letter also provides that Mr. Cheng will continue to participate in
the Company's long-term incentive program and his target award grant for 2023
will be $2,062,500, allocated to performance contingent shares ("PCS"),
restricted stock units ("RSU") and stock appreciation rights ("SAR") in amounts
to be determined by the Board's Human Capital and Compensation Committee. Upon
appointment to the role of Chief Executive Officer, the Offer Letter provides
that his long-term incentive program target will be $5,700,000. The terms and
conditions of prior PCS, RSU and SAR awards were previously reported in the
Compensation Disclosures. The Company's future proxy statements will provide
descriptions of any changes to the Company's ABP, PCS, RSU and SAR awards.

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The Offer Letter terminates Mr. Cheng's employment agreement (the "Employment
Agreement") with a Company affiliate, effective upon his relocation to St.
Louis, Missouri pursuant to the terms of the Offer Letter. The Offer Letter also
provides that Mr. Cheng's compensation as Chief Executive Officer is contingent
upon Board approval. The foregoing description of Mr. Cheng's compensation
provided in the Offer Letter does not purport to be complete and is qualified in
its entirety by reference to the Offer Letter, which is filed as Exhibit 10.1 to
this Current Report on Form 8-K (this "Current Report") and incorporated by
reference herein.

Directorship

There are no arrangements or understandings between Mr. Cheng and any other
person pursuant to which he was appointed as a director. As described above, Mr. Cheng has entered into the Offer Letter, which is incorporated by reference
herein. In addition to the compensation described in the Offer Letter, Mr. Cheng is party to the Employment Agreement and as an executive employee of the Company
has been granted incentive compensation awards and participates in certain
employee health and welfare benefit plans, all as described in the Compensation
Disclosures. Mr. Cheng will not receive compensation for serving as a director
and is not expected to serve on any committees of the Board.

In connection with his appointment to the Board, Mr. Cheng will enter into a
Directors' Indemnification Agreement with the Company effective January 4, 2023.
The form of Directors' Indemnification Agreement is filed as Exhibit 10.2 to
this Current Report and incorporated by reference herein.

Other than as described in this Current Report, the Company is not aware of any
transactions, or currently proposed transactions, to which the Company or any of
its subsidiaries was or is to be a participant since January 1, 2022, in which
the amount involved exceeds $120,000 and in which Mr. Cheng had, or will have, a
direct or indirect material interest.

Item 7.01 Regulation FD Disclosure.

In a press release dated January 4, 2023, a copy of which is attached to this
Current Report as Exhibit 99.1, and the text of which is incorporated by
reference herein, the Company announced the organizational changes described in
the first paragraph of this Current Report.

The information in this Item 7.01 and the contents of Exhibit 99.1 will not be
deemed to be "filed" for the purposes of Section 18 of the Securities Exchange
Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of
such section, nor will such information or exhibit be deemed incorporated by
reference in any filing under the Securities Act of 1933 or the Exchange Act,
except as may be expressly set forth by specific reference in such filing.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following documents are filed as exhibits to this report:

10.1        Offer Letter, effective January 3, 2023, between the Company and Tony
          Cheng.

10.2        Form of Directors' Indemnification Agreement, incorporated by
          reference to Exhibit 10.24 to the Company's Annual Report on Form 10-K
          for the fiscal year ended December 31, 2017, filed on February 27, 2018
          (File No. 1-11848).

99.1        Press Release, dated January 4, 2023.

EX-104    Cover Page Interactive Data File (embedded within the Inline XBRL
          document).

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