Filed Pursuant to Rule 433(d)
Supplementing the Preliminary Prospectus Supplement dated October 29, 2008
Registration Nos. 333-131761,
333-131761-01 and 333-131761-02
FREE WRITING PROSPECTUS
Dated October 29, 2008
Pricing Term Sheet
Reinsurance Group of America, Incorporated
$301,621,000
8,900,000 Shares of Class A Common Stock
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| Issuer:
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Reinsurance Group of America, Incorporated |
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| Symbol:
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RGA.A (New York Stock Exchange) |
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| Size:
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$301,621,000 |
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| Shares offered:
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8,900,000 shares of class A common stock |
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| Over-allotment option:
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1,335,000 shares of class A common stock |
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Shares outstanding after
offering:
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42,784,734 shares of class A common stock as of
September 30, 2008 if over-allotment option is
not exercised
44,119,734 shares of class A common stock as of
September 30, 2008 if over-allotment option is
exercised in full |
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| Price to public:
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$33.89 per share |
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| Net proceeds:
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$288,302,108 (after deducting the underwriters’
discount and estimated offering expenses) |
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| Trade date:
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October 29, 2008 |
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| Closing date:
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November 4, 2008 |
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| CUSIP No.:
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759351406 |
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Joint Book-Running
Managers:
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Credit
Suisse Securities (USA) LLC
Morgan Stanley & Co. Incorporated |
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| Lead Manager:
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Fox-Pitt Kelton Cochran Caronia Waller (USA) LLC |
The issuer has filed a registration statement (including a preliminary prospectus supplement dated
October 29, 2008 and an attached prospectus dated September 24, 2008) with the SEC for the offering
to which this communications relates. Before you invest, you should read the prospectus relating to
the registration statement and other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may get these documents for free by visiting
EDGAR on the SEC web site at www.sec.gov. Alternatively, copies of the final prospectus and
prospectus supplement relating to the shares of class A common stock offered in this offering may
be obtained by contacting Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, One
Madison Avenue, New York, NY 10010, telephone: (800) 221-1037, or from Morgan Stanley & Co.
Incorporated, c/o Prospectus Department, 180 Varick Street 2/F, New York, NY 10014 or by email at
prospectus@morganstanley.com.
Any disclaimer or other notice that may appear below is not applicable to this communication and
should be disregarded. Such disclaimer or notice was automatically generated as a result of this
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