Edgar Filing: REINSURANCE GROUP OF AMERICA INC

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SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934 (AMENDMENT NO. )



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REINSURANCE GROUP OF AMERICA,

INCORPORATED



(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)



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NOTICE OF THE ANNUAL MEETING OF

THE SHAREHOLDERS OF

REINSURANCE GROUP OF AMERICA, INCORPORATED

Chesterfield, Missouri

April 12, 2017

To the Shareholders of Reinsurance Group of America, Incorporated:

The Annual Meeting of the Shareholders of Reinsurance Group of America, Incorporated (the "Company") will be held at the Company’s principal executive offices located at 16600 Swingley Ridge Road, Chesterfield, Missouri 63017 on May 23, 2017, commencing at 2:00 p.m. At this meeting only holders of record of the Company’s common stock at the close of business on March 24, 2017 will be entitled to vote, for the following purposes:


1.	To elect one director for a term expiring in 2018 and four directors for terms expiring in 2020;


2.	To vote on the frequency of the shareholders’ advisory vote regarding approval of the Company’s compensation for named executive officers on a non-binding, advisory basis;


3.	To vote to approve the compensation of the Company’s named executive officers on a non-binding, advisory basis;


4.	To vote to approve the Company's Amended & Restated Flexible Stock Plan;


5.	To vote to approve the Company's Amended & Restated Flexible Stock Plan for Directors;


6.	To vote to approve the Company's Amended & Restated Phantom Stock Plan for Directors;


7.	To ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditor for the year ending December 31, 2017; and


8.	To transact such other business as may properly come before the meeting.



REINSURANCE GROUP OF AMERICA, INCORPORATED

By
	J. Cliff Eason, Chairman of the Board

	William L. Hutton, Secretary

TABLE OF CONTENTS


Page No.
Proxy Statement Summary	i

Proxy Statement
Information About the Annual Meeting	1
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting	1

Board of Directors
Item 1 - Election of Directors	1
Continuing Directors	5
Director Qualifications and Nomination	7
Director Compensation	9

Corporate Governance
Overview	12
Board Committees	14
Certain Relationships and Related Person Transactions	16

Compensation Discussion and Analysis
Overview	17
Five Elements of Compensation	23
Executive Compensation Process	30
2016 Compensation Actions and Results	34
Compensation Committee Report	40

Compensation Tables and Other Matters
Executive Compensation Tables	40
Other Executive Compensation Matters	49
Item 2 - Frequency of the Shareholders’ Advisory Vote on Executive Compensation	51
Item 3 - Shareholders' Advisory Vote on Executive Compensation	52

Amendments to Equity Plans
Item 4 - Approval of Amendment and Restatement of Flexible Stock Plan	53
Item 5 - Approval of Amendment and Restatement of Flexible Stock Plan for Directors	64
Item 6 - Approval of Amendment and Restatement of Phantom Stock Plan for Directors	70
Equity Compensation Plan Information	73

Audit Matters
Audit Committee Report	74
Item 7 - Ratification of Appointment of Independent Auditor	74

Stock Ownership
Securities Ownership of Directors, Management and Certain Beneficial Owners	76
Executive Stock Ownership Guidelines	77
Section 16(a) Beneficial Ownership Reporting Compliance	78

TABLE OF CONTENTS



Additional Information
Questions and Answers About the Annual Meeting	79
Voting	81
Shareholder Proposals	81
Householding of Proxy Materials	82

Use of Non-GAAP Financial Measures	83

Appendices
Appendix A - Amended & Restated Flexible Stock Plan	85
Appendix B - Amended & Restated Flexible Stock Plan for Directors	104
Appendix C - Amended & Restated Phantom Stock Plan for Directors	118

PROXY STATEMENT SUMMARY

These proxy materials are being provided to you because the Board of Directors is soliciting your proxy to vote your shares at the Company's 2017 Annual Shareholders' Meeting. This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find additional information in this Proxy Statement. This Proxy Statement and the related proxy materials were first made available to shareholders and on the Internet on April 12, 2017.

Annual Shareholders’ Meeting

Time: May 23, 2017, 2:00 p.m., Central time

Place: 16600 Swingley Ridge Road, Chesterfield, Missouri 63017

Record Date: Close of business on March 24, 2017

Voting Matters and Board Recommendations

Proposal		Board Recommendation	Voting Options	Vote Required to Adopt the Proposal	More Information
1.	Election of Directors	FOR all nominees	For, against or abstain for each nominee	If a quorum is present, the vote required to elect each director is a majority of the common stock represented in person or by proxy at the Annual Meeting.	page 1
2.	Frequency of Shareholders' Advisory Vote on Executive Compensation	ANNUAL	1 year, 2 years, 3 years or abstain	If a quorum is present, the vote required to approve Item 2 is a majority of the common stock represented in person or by proxy at the Annual Meeting.	page 51
3.	Shareholders' Advisory Vote on Executive Compensation	FOR	For, against or abstain	If a quorum is present, the vote required to approve Item 3 is a majority of the common stock represented in person or by proxy at the Annual Meeting.	page 52
4.	Amended & Restated Flexible Stock Plan	FOR	For, against or abstain	If a quorum is present, the vote required to approve Item 4 is a majority of the common stock represented in person or by proxy at the Annual Meeting.	page 53
5.	Amended & Restated Flexible Stock Plan for Directors	FOR	For, against or abstain	If a quorum is present, the vote required to approve Item 5 is a majority of the common stock represented in person or by proxy at the Annual Meeting.	page 64
6.	Amended & Restated Phantom Stock Plan for Directors	FOR	For, against or abstain	If a quorum is present, the vote required to approve Item 6 is a majority of the common stock represented in person or by proxy at the Annual Meeting.	page 70
7.	Ratification of Appointment of Independent Auditor	FOR	For, against or abstain	If a quorum is present, the vote required to approve Item 7 is a majority of the common stock represented in person or by proxy at the Annual Meeting.	page 74
See "Additional Information - Voting" (page 81) for additional information.



Board Nominees (page 1)



Name	Director Since	Independent	Election for Term Ending	Committee Memberships
Patricia L. Guinn	2016	Yes	2018	None
Arnoud W.A. Boot	2009	Yes	2020	Audit; Finance, Investment and Risk Management
John F. Danahy	2009	Yes	2020	Audit; Compensation
J. Cliff Eason	1993	Yes	2020	Compensation; Nominating and Governance
Anna Manning	2016	No	2020	None



Our Board and Its Committees (page 14)



	Number of Members	Percent Independent	Number of Meetings in 2016
Full Board	11	91%	9
Audit	4	100%	8
Compensation	5	100%	5
Finance, Investment and Risk Management	5	80%	6
Nominating and Governance	5	100%	4



Governance Facts (page 12)



Size of Board	11
Number of Independent Directors	10
Audit and Compensation Committees Comprised Entirely of Independent Directors	Yes
Independent Presiding Director	Yes
Separate Chairman and CEO	Yes
Majority Voting for Directors in Uncontested Elections	Yes
Advisory Vote on Executive Compensation	Annual
Annual Board and Committee Self-Evaluations	Yes
Stock Ownership Guidelines for Directors and Executive Officers	Yes
Restrictions on Hedging and Pledging of Company Shares for Directors and Employees	Yes
Executive Incentive Recoupment (Clawback) Policy	Yes
Shareholder Rights Plan (Poison Pill)	No



2016 Executive Compensation Highlights (page 17)



Annual Bonus Plan (based only on overall Company financial performance)
Metric	Actual Results	% of Target Payout
Operating Income Per Share¹ (50%)	$9.73/share	200.0%
Book Value Per Share Excluding AOCI¹ (25%)	$92.59/share	167.4%
New Business Embedded Value (15%)	$501.4 million	151.7%
Annual Operating Consolidated Revenue¹ (10%)	$11.5 billion	181.5%
Payout	182.8%

2014-2016 Performance Contingent Share Program
Metric	Actual Results	% of Target Payout
Three-Year Cumulative Revenue Growth Rate	2.9%	0%
Three-Year Operating Return on Equity¹	11.5%	98.9%
Three-Year Relative Return on Equity	To be determined late April 2017	To be determined late April 2017
Payout	To be determined late April 2017
¹See "Use of Non-GAAP Financial Measures" on page #SectionPage# for reconciliations from GAAP figures to operating figures.

2016 Business Highlights

Summarized below are highlights of our financial performance for 2016:


•	Our full-year total revenue was $11.5 billion and net premiums totaled $9.2 billion in 2016.


•	Our full-year earnings per diluted share: net income $10.79; operating income¹ $9.73.


•	Our full-year return on equity was 10% for 2016 and our full-year operating return on equity¹ was 11%.


•	Book value per share at year-end 2016 was $110.31 including accumulated other comprehensive income ("AOCI"), and $92.59 excluding AOCI¹.

For additional information on our 2016 financial performance, see our 2016 Annual Report on Form 10-K.



¹See "Use of Non-GAAP Financial Measures" on page 83 for reconciliations from GAAP figures to operating figures.

iii



Five Elements of Executive Compensation (page 23)



	Element	Form	Key Features
1.	Base Salary	Cash	●	Intended to attract and retain top talent.
			●	Generally positioned near the 50th percentile of our pay level peer group, but varies with individual skills, experience, responsibilities and performance.
			●	Represents approximately 25.5% of named executive officer target total compensation for 2016.
2.	Annual Bonus Plan	Cash	●	Tied to one or more of the following factors: overall Company performance, performance of the participant's division or business unit and/or individual performance.
			●	Performance goals established in the first quarter of each year with financial goals of each business unit aligning to corporate goals.
			●	Payouts range from 0% of target payout to 200% of target payout, depending on performance.
			●	Intended to motivate annual performance with respect to key financial and other measures.
			●	Represents approximately 25.2% of named executive officer target total compensation for 2016.
3.	Performance Contingent Shares	Equity	●	Tied to cumulative revenue growth rate over a three-year period, three-year operating ROE and three -year Relative ROE.
			●	Performance goals established at the beginning of each 3-year cycle.
			●	Payouts range from 0% of target payout to 200% of target payout, depending on Company performance.
			●	Intended to motivate intermediate-term performance with respect to key financial measures and align our named executive officers' interests with those of our shareholders.
			●	Represents approximately 34.3% of named executive officer target total compensation for 2016.
4.	Stock Appreciation Rights	Equity	●	Fully vests on December 31 of the fourth year of grant (25% per year).
			●	Intended to motivate long-term performance, promote appropriate risk-taking, align our named executive officers' interests with shareholders' interests and promote retention.
			●	Represents approximately 15.0% of named executive officer target total compensation for 2016.
5.	Retirement and Pension Benefits	Deferred Cash	Our retirement and pension benefits are designed to provide a competitive level of post-employment income as part of a total rewards package that supports our ability to attract and retain key members of our management. U.S. Executives:
			●	Savings Plan with 401(k) (pre-tax) and Roth 401(k) (after-tax) plan components that provide Company matching contributions in compliance with IRS limits.
			●	Qualified pension plan that is a broad-based retirement plan providing a source of income during retirement.
			●	Nonqualified restoration savings and pension plans, that provide contributions without regard to IRS limits.
			●	Nonqualified savings plan in which deferrals can be made on a pre-tax basis without regard to qualified plan limits.
			Canadian Executives:
			●	A broad-based defined contribution registered pension plan that provides Company matching contributions in accordance with the Supplemental Pension Plans Act of Quebec as well as the Canadian Income Tax Act.
			●	Supplemental Executive Retirement Plan for Canadian executives providing annual pension income in addition to amounts payable from any registered pension plan.

PROXY STATEMENT

INFORMATION ABOUT THE ANNUAL MEETING

The Board of Directors of Reinsurance Group of America, Incorporated (the "Company") is making this proxy solicitation in connection with the Company's 2017 Annual Meeting of Shareholders to be held at 2:00 p.m. on May 23, 2017, and all adjournments and postponements thereof. The Company is first making available this Proxy Statement and the Company's Annual Report to Shareholders for the year ended December 31, 2016 on April 12, 2017. The solicitation will primarily be by Internet and mail and the expense thereof will be paid by the Company. In addition, proxies may be solicited by directors, officers or employees of the Company in person, or by telephone, facsimile transmission or other electronic means of communication.

The close of business on March 24, 2017 has been fixed as the record date for the determination of the Company shareholders entitled to vote at the Annual Meeting. As of the record date, approximately 64,386,561 shares of common stock were outstanding and entitled to be voted at the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING

The Company’s Notice of Annual Meeting, 2017 Proxy Statement and 2016 Annual Report to Shareholders are available on the Company’s website at www.rgare.com. Information on our website does not constitute part of this Proxy Statement.

BOARD OF DIRECTORS

ITEM 1 - ELECTION OF DIRECTORS

The first item to be acted upon at the Annual Meeting is the election of Patricia L. Guinn, Arnoud W.A. Boot, John F. Danahy, J. Cliff Eason and Anna Manning as directors of the Company. The Board nominates each of these individuals for election at the Annual Meeting. Each nominee is currently a member of the Board.

Ms. Guinn stands for election for a term expiring at the Annual Meeting of the Shareholders in 2018. Messrs. Boot, Danahy and Eason and Ms. Manning each stand for election for terms expiring at the Annual Meeting of the Shareholders in 2020. Should any one or more of the nominees be unable or unwilling to serve (which is not expected), the proxies (except proxies marked to the contrary) will be voted for such other person or persons as the Board may recommend.

Appointment of New Director

Effective October 19, 2016, Patricia L. Guinn, retired Managing Director of Risk and Financial Services and former member of the executive leadership team at Towers Watson, was appointed to the Board of Directors.

Retirement of A. Greig Woodring

Effective December 31, 2016, A. Greig Woodring retired as Chief Executive Officer of the Company and resigned as a member of the Board of Directors. Mr. Woodring was President and Chief Executive Officer of the Company from 1993 until December 1, 2015, at which time he relinquished the role of President.

Nominees and Continuing Directors

The Board currently has eleven directors who are divided into three classes, one of which contains three directors and two of which contain four directors. The term of office for each class is three years. Certain information with respect to the director nominees proposed by the Company and the other directors whose terms of office will continue after the Annual Meeting is set forth below.

Vote Required

If a quorum is present, the vote required to elect each director is a majority of the common stock represented in person or by proxy at the Annual Meeting. The Company recommends a vote FOR all nominees for election to the Board.

To Be Elected as Director for Term Ending in 2018



Patricia L. Guinn
	Business Experience: Ms. Guinn was the Managing Director of Risk and Financial Services and a member of the executive leadership team at Towers Watson from 2010 until her retirement in 2015. Previously, she served as a Member of the Board and the Managing Director of Risk and Financial Services at Towers Watson’s predecessor company, Towers Perrin. Overall, she has over 39 years of experience in the insurance industry. Ms. Guinn is a member of the board of directors of Allied World Assurance Company Holdings AG, an Association Member of BUPA, a board member of the International Insurance Society, and previously served on the board of the Actuarial Foundation. Additionally, Ms. Guinn is a member of the nominating committee and a fellow of the Society of Actuaries, a member of the American Academy of Actuaries, where she serves on the Financial Regulatory Task Force, and also a Chartered Enterprise Risk Analyst.
Retired Managing Director of Risk and Financial Services at Towers Watson	Skills and Qualifications: Experience as a senior executive at a global consulting company and as a board member of a global insurance company; risk management; actuarial; mergers and acquisitions; financial analysis and performance measurement for insurance companies
Age: 61 Director since: 2016 Independent

To Be Elected as Director for Term Ending in 2020



Arnoud W.A. Boot
	Business Experience: Mr. Boot has been a professor of Corporate Finance and Financial Markets at the University of Amsterdam and director of the Amsterdam Center for Law & Economics since 2002. He is the founder and director of the Amsterdam Center for Corporate Finance. Prior to his current positions, Mr. Boot was a partner in the Finance and Strategy Practice at McKinsey & Company from 2000 through 2001, was the Vice Dean, Faculty of Economics and Econometrics at the University of Amsterdam from 1998 through 2000 and president of the European Finance Association in 2008. Mr. Boot serves as Chairman of the Bank Council of the Dutch Central Bank and is a member of the Dutch Scientific Council for Government Policy and the Dutch Social Economic Council. He is a member of the Advisory Scientific Committee of the European Systemic Risk Board in Frankfurt and he also serves as a research fellow at the Centre for Economic Policy Research in London and the Davidson Institute at the University of Michigan.
Professor of Corporate Finance and Financial Markets at the University of Amsterdam and Director of the Amsterdam Center for Law & Economics	Skills and Qualifications: Management and business consulting experience; corporate finance; investments; risk management; international business, markets and operations
Age: 57 Director since: 2009 Independent
John F. Danahy
	Business Experience: Mr. Danahy was previously the Chairman and Chief Operating Officer of May Merchandising Company and May Department Stores International, subsidiaries of The May Department Stores Company (MDSC). Mr. Danahy served in various positions within MDSC for 38 years until his retirement in 2006. Mr. Danahy previously served as corporate-wide Senior Vice President of Information Technology and as Chairman and Chief Operating Officer of The Famous-Barr Co. for five years. Mr. Danahy has an Executive Master of Business Administration degree from the Olin Business School at Washington University in St. Louis.
Retired Chairman and Chief Operating Officer of May Merchandising Company and May Department Stores International	Skills and Qualifications: Information technology; international business; management and business experience; public company management experience
Age: 70 Director since: 2009 Independent



J. Cliff Eason (Chair)
	Business Experience: Mr. Eason is Chairman of the Company’s Board of Directors and was President and CEO of Southwestern Bell Telephone, SBC Communications, Inc. ("SBC") from September 2000 through January 2001. Mr. Eason previously served as President, Network Services from 1999 through 2000; President, SBC International, from 1998 until 1999; President and CEO of Southwestern Bell Telephone Company ("SWBTC") from 1996 until 1998; President and CEO of Southwestern Bell Communications, Inc. from 1995 through 1996; President of Network Services of SWBTC from 1993 through 1995; and President of Southwestern Bell Telephone Company of the Midwest from 1992 to 1993. He held various other positions with SBC and its subsidiaries prior to 1992. Mr. Eason was a director of Williams Communications Group, Inc. until his retirement in January 2001. Mr. Eason served as a director of Mercantile Bankcorp from 1993 to 1995.
Retired President and CEO of Southwestern Bell Telephone, SBC Communications, Inc.	Skills and Qualifications: Information technology; international business; management and business experience; public company management experience
Age: 69 Director since: 1993 Independent
Anna Manning
	Business Experience: Prior to becoming President of the Company in December 2015 and Chief Executive Officer in 2017, Ms. Manning held the position of Senior Executive Vice President, Structured Solutions, which included the Company’s Global Financial Solutions and Global Acquisitions businesses. Prior to assuming this role, Ms. Manning spent four years as Executive Vice President, U.S. Markets. Ms. Manning joined the Company in 2007, and shortly thereafter assumed the role of Executive Vice President and Chief Operating Officer for the International Division. Prior to joining RGA, Ms. Manning spent 19 years in actuarial consulting at Tillinghast Towers Perrin, following an actuarial career in the Canadian marketplace at Manulife Financial from 1981-1988. She holds a B.Sc. in Actuarial Science from the University of Toronto, is a Fellow of the Canadian Institute of Actuaries and a Fellow of the Society of Actuaries.
President and Chief Executive Officer of the Company	Skills and Qualifications: RGA’s President since December 1, 2015 and Chief Executive Officer since January 1, 2017; extensive knowledge of the Company’s business, operations and customers; extensive knowledge and relationships in the global financial services and life insurance business; actuarial experience; mergers and acquisitions
Age: 58 Director since: 2016 Not Independent

CONTINUING DIRECTORS

To Continue in Office Until 2018



Frederick J. Sievert
	Business Experience: Mr. Sievert was President of New York Life Insurance Company from 2002 through 2007. Mr. Sievert shared responsibility for overall company management in the Office of the Chairman from 2004 until his retirement in 2007. He joined New York Life in 1992 as Senior Vice President and Chief Financial Officer. In 1995, he was promoted to Executive Vice President and was elected to the Board of Directors in 1996. In addition, he was President and a member of the board of New York Life Insurance and Annuity Corporation, served as Chairman of the Board of NYLIFE Insurance Company of Arizona, and served on the Board of Directors for Max New York Life, the company’s joint venture in India, Siam Commercial New York Life, the joint venture in Thailand and the company’s South Korea operation. Prior to joining New York Life, Mr. Sievert was a senior vice president for Royal Maccabees Life Insurance Company, a subsidiary of the Royal Insurance Group of London, England. Mr. Sievert currently serves as a director of CNO Financial Group, Inc.
Retired President of New York Life Insurance Company	Skills and Qualifications: Experience as an executive officer of a major U.S.-based life insurance company with international operations; life insurance business and insurance regulation; investments; risk management
Age: 69 Director since: 2010 Independent
Stanley B. Tulin
	Business Experience: Mr. Tulin joined AXA Equitable in 1996 as Senior Executive Vice President and CFO. He served on the AXA Group Executive Committee from 2000 through 2006. Following his retirement in 2006, Mr. Tulin consulted for AXA Financial, Inc. for five years. In his position at AXA, he gained extensive experience in acquisitions and divestitures, consolidated risk management and financial communications. In 1998, he was named Vice Chairman and a director of AXA Equitable, while remaining CFO of AXA Financial. Prior to that position, he was Executive Vice President and CFO of AXA Financial. Prior to joining AXA Equitable, Mr. Tulin served as Co-Chairman of Coopers & Lybrand’s Insurance Industry Practice group and was part of the Actuarial and Strategic Planning Group at Milliman & Robertson, Inc. for 17 years. Mr. Tulin is a fellow of the Society of Actuaries and a member of the American Academy of Actuaries.
Retired Vice Chairman and CFO of AXA Financial, Inc. and its principle insurance subsidiary, AXA Equitable Life Insurance Company	Skills and Qualifications: Experience as an executive officer of a major global financial services company; risk management, actuarial and mergers and acquisitions consulting experience; life insurance business; insurance regulation
Age: 67 Director since: 2012 Independent

To Continue in Office Until 2019



William J. Bartlett
	Business Experience: Mr. Bartlett was an accountant and consultant with Ernst & Young for over 35 years and advised numerous clients in the global insurance industry. He was appointed a partner of Ernst & Young in Sydney, Australia in July 1980, a position he held until his retirement in June 2003. He served as chairman of the firm’s global insurance practice from 1991 to 2000, and was chairman of the Australian insurance practice group from 1989 to 1998. Mr. Bartlett currently serves as an independent, non-executive director of Suncorp Group Limited, GWA Limited and the Abacus Property Trust, all of which are listed on the Australian Stock Exchange. He previously served as a member of the Australian Life Insurance Actuarial Standards Board and as a consultant to the Australian Financial Reporting Council on Auditor Independence. He holds several professional memberships in Australia (ACPA and FCA), South Africa (CASA), and the United Kingdom (FCMA).
Retired partner, Ernst & Young Australia	Skills and Qualifications: Public accounting experience in global insurance accounting practice; audit committee experience; financial services and life insurance business; international business
Age: 67 Director since: 2004 Independent
Christine R. Detrick
	Business Experience: Ms. Detrick served as a Director/Partner, Leader of Americas Financial Services Practice, and Senior Advisor of Bain & Company, Inc., a global management consulting firm, from 2002 to 2012. Before joining Bain, Ms. Detrick served for 10 years at A.T. Kearney, Inc., a global management consulting firm, including as Director, Global Leader of Financial Services Practice, and as Leader, Eastern U.S. Profit Center. Prior to those roles, she was a founding partner of First Financial Partners, a venture capital firm specializing in savings and loan institutions, from 1988 to 1992, and served as Chief Executive Officer for St. Louis Bank for Savings. Ms. Detrick formerly served on the board of Forethought Financial Group, Inc. a private life insurance carrier and currently serves as an independent director and member of the Nominating & Corporate Governance Committee of the boards of Forest City Enterprises, a publicly traded real estate company, and Hartford Mutual Funds.
Former Director and Head of Americas Financial Services Practice of Bain & Company, Inc.	Skills and Qualifications: Corporate finance and financial reporting; investments; financial services and life insurance business; mergers and acquisitions; management and business consulting experience
Age: 58 Director since: 2014 Independent



Alan C. Henderson
	Business Experience: Mr. Henderson was President and Chief Executive Officer of RehabCare Group, Inc. ("RehabCare") from June 1998 until June 2003. Prior to becoming President and Chief Executive Officer, he was Executive Vice President, Chief Financial Officer and Secretary of RehabCare from 1991 through May 1998. Mr. Henderson was a director of RehabCare from June 1998 to December 2003, Angelica Corporation from March 2001 to June 2003, and General American Capital Corp., a registered investment company, from October 1989 to April 2003.
Retired President and Chief Executive Officer of RehabCare Group, Inc.	Skills and Qualifications: Audit committee experience; experience as CEO and CFO of a public company; public company accounting and finance
Age: 71 Director since: 2002 Independent
Joyce A. Phillips
	Business Experience: Ms. Phillips was the Chief Executive Officer, Global Wealth, Group Managing Director, and Management Board member at Australia and New Zealand Banking Group Limited (ANZ) until her retirement in 2016. Prior to joining ANZ in 2009, Ms. Phillips was President and Chief Operating Officer at American Life Insurance Company (ALICO), a subsidiary of American International Group, Inc. (AIG), which had operations in 55 countries. She joined ALICO from Citigroup, where she was head of International Retail Banking, responsible for strengthening product distribution and expansion in Citigroup’s global retail banking franchise in 42 countries. Her previous roles include various senior positions in Citigroup Japan and GE Capital.
Retired CEO, Global Wealth, Group Managing Director, and Management Board member at Australia and New Zealand Banking Group Limited	Skills and Qualifications: Experience as an executive officer of major global financial services companies; financial services and life insurance business; risk management
Age: 54 Director since: 2014 Independent

DIRECTOR QUALIFICATIONS AND NOMINATION

Qualifications of Directors

The Board of Directors is made up of eleven individuals, each with a valuable core set of skills, talents and attributes that make them appropriate for our Company’s Board as a whole. When searching for new Board candidates, the Nominating and Governance Committee considers the evolving needs of the Company’s global business and searches for Board candidates that fill any current or anticipated future needs or gaps in skills, experience and overall Board composition. As determined by our Board and the Nominating and Governance Committee, all of our directors and director candidates possess the following qualifications:

DIRECTOR QUALIFICATION CRITERIA

Director Qualification	Description
Financial Literacy	Directors and candidates should be "financially literate" as such qualification is interpreted by the Board in its business judgment.
Leadership Experience	Directors and candidates should possess significant leadership experience, such as experience in business, finance/accounting, financial services regulation, education or government, and shall possess qualities reflecting a proven record of accomplishment and ability to work with others.
Commitment to Our Values	Directors and candidates shall be committed to promoting our financial success and preserving and enhancing our business and ethical reputation, as embodied in our codes of conduct and ethics.
Absence of Conflicting Commitments	Directors and candidates should not have commitments that would conflict with the time requirement commitments of a director.
Reputation and Integrity	Directors and candidates shall be of high repute and recognized integrity and not have been convicted in a criminal proceeding (excluding traffic violations and other minor offenses). Such person shall not have been found in a civil proceeding to have violated any federal or state securities or commodities law and shall not be subject to any court or regulatory order or decree limiting his or her business activity, including in connection with the purchase or sale of any security or commodity.
Knowledge and Experience	Directors and candidates should possess knowledge and experience that will complement that of other directors and promote the creation of shareholder value.
Other Factors	Directors and candidates shall have other characteristics considered appropriate for membership on the Board, including an understanding of marketing and finance, sound business judgment, significant experience and accomplishments and educational background.

Other areas of expertise or experience are desirable given our Company’s global reinsurance business and operations and the current make-up of the Board, such as expertise or experience in: life insurance, financial services, information technology, international markets, operations, capital markets, investments, banking, risk management, public company service and actuarial science. The process undertaken by the Nominating and Governance Committee in recommending qualified director candidates is described under "Shareholder Nominations."

All of our directors bring significant executive leadership derived from their careers and professions. When considering whether our current directors have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board of Directors to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the Nominating and Governance Committee and the Board of Directors focuses primarily on the information discussed in each of the director's individual biographies described above.

Shareholder Nominations

As described in our Corporate Governance Guidelines, the Nominating and Governance Committee will consider shareholder nominations for directors who meet the notification, timeliness, consent and information requirements of our Articles of Incorporation and Bylaws. The Committee makes no distinctions in evaluating nominees for positions on the Board based on whether or not a nominee is recommended by a shareholder, provided that the procedures with respect to nominations referred to above are followed. Potential candidates for nomination as director candidates must provide written information about their qualifications and participate in interviews conducted by individual Board members, including the Board chair and relevant committee chairs. Candidates are evaluated using the criteria adopted by the Board to determine their qualifications based on the information supplied by the candidates and information obtained from other sources. The Nominating and Governance Committee will recommend candidates to the Board for election as director for approval, only if the Committee determines, in its judgment, that they have the specific minimum qualifications described above.

In order for a shareholder to nominate a candidate for director under our Articles of Incorporation and Bylaws, timely notice of the nomination must be given to us in advance of the meeting. Ordinarily, such notice must be given not less than 60 nor more than 90 days before the meeting (but if we give less than 70 days notice of the meeting or prior public disclosure of the date of the meeting, then the shareholder must give such notice within 10 days after notice of the meeting is mailed or other public disclosure of the meeting is made, whichever occurs first).

The shareholder filing the notice of nomination must describe various matters as specified in our Articles of Incorporation and Bylaws, including such information as name, address, occupation and all direct and indirect ownership interests, derivative interests, short interests, other economic incentives and rights to vote any shares of any security of the Company and other material interests in the Company. Shareholders nominating directors must disclose: the same information about a proposed director nominee that would be required if the director nominee were submitting a proposal; any other information that would be required to be disclosed in a proxy statement in a contested election pursuant to the Securities Exchange Act of 1934; any material relationships between the shareholder proponent and the director nominees; and, at the Company’s request, any other information that would enable the Board to determine a nominee’s eligibility to serve as a director, including information relating to the proposed nominee’s independence or lack thereof.

DIRECTOR COMPENSATION

The Compensation Committee reviews director compensation periodically and recommends changes to the Board, when it deems appropriate, based on market information provided to the Committee by Steven Hall & Partners, an independent compensation consultant. The Committee's review considers various factors, including the responsibilities of directors generally, the responsibilities of Board and committee chairs and Company performance. Information regarding the retention of Steven Hall & Partners can be found under "Compensation Discussion and Analysis — Executive Compensation Process — Compensation Consultant." The Board reviews the recommendations of the Compensation Committee and determines the form and amount of director compensation. Directors who also serve as employees of the Company do not receive payment for services as a director.

2016 Director Compensation

During 2016, Mr. Woodring and Ms. Manning were the only directors employed by the Company, and the directors who are not employees of our Company or any subsidiary ("non-employee directors") consisted of Messrs. Bartlett, Boot, Danahy, Eason, Henderson, Sievert and Tulin and Mses. Detrick, Guinn and Phillips. During 2016, compensation to our non-employee directors consisted of the following elements:

2016 DIRECTOR COMPENSATION STRUCTURE

Annual Retainer
Chairman of the Board		$180,000
All other independent directors		$100,000
Committee Chair Additional Retainer
Audit Committee Chair		$25,000
Compensation Committee Chair		$15,000
Finance, Investment and Risk Management Committee Chair		$15,000
Nominating and Governance Committee Chair		$15,000
Annual Stock Grants¹
Chairman of the Board		$240,000
All other independent directors		$140,000

¹Number of shares issued is based upon the fair market value of the stock on the date of the grant.

We also reimburse directors for reasonable out-of-pocket expenses incurred in connection with attending and participating in Board and Committee meetings and director education programs. Mr. Bartlett also serves as a director of our Australian holding company and operating company, and receives an annual retainer and superannuation pension benefits for services on those two boards. Members of a Board sub-group regarding acquisitions and a sub-group regarding technology receive an additional cash annual retainer of $10,000 each.

2016 DIRECTOR COMPENSATION

Name	Fees Earned or Paid in Cash¹	Stock Awards²	All Other Compensation³	Total
William J. Bartlett	$125,000	$140,045	$84,937	$349,982
Arnoud W.A. Boot	$100,000	$140,045	—	$240,045
John F. Danahy	$125,000	$140,045	—	$265,045
Christine R. Detrick	$110,000	$140,045	—	$250,045
J. Cliff Eason	$180,000	$240,038	—	$420,038
Patricia L. Guinn	$25,000	—	—	$25,000
Alan C. Henderson	$125,000	$140,045	$744	$265,789
Joyce A. Phillips	$100,000	$140,045	—	$240,045
Frederick J. Sievert	$125,000	$140,045	—	$265,045
Stanley B. Tulin	$178,000	$140,045	$7,078	$325,123


1.	This column reflects the retainer and fees earned in 2016 for Board and committee service. The 2016 retainer was paid in January 2016.

This column reflects the award of 1,563 shares (2,679 shares in the case of Mr. Eason and 1,093 shares in the case of Mr. Bartlett, whose stock was issued net of taxes) of common stock on February 24, 2016, at a closing market price of $89.60. The stock was issued as part of the directors’ annual compensation. Messrs. Eason, Henderson and Sievert elected to defer their stock awards under the Flexible Stock Plan for Directors into the Phantom Stock Plan for Directors. The amount for Ms. Guinn was prorated from the time she joined the board in October 2016 through end of year. The amount for Mr. Tulin reflects payments received in 2016 from travel expenses incurred in 2015.


3.	This column includes reimbursements to the director for spousal travel expenses incurred in connection with attending the October 2016 meeting of the Board of Directors, which is usually held in one of the Company’s global offices outside the United States. Under U.S. tax laws, the amount of such reimbursement for spousal

travel must be included on the Form 1099-MISC that is issued annually by the Company to each director. Directors are responsible for paying any taxes they incur because of the reimbursement for spousal travel expenses. The amount for Mr. Bartlett represents compensation for services as a director of our Australian holding company and operating company, with Australian dollars converted to U.S. dollars using an annualized currency exchange rate. In lieu of receiving the annual cash retainer, Mr. Tulin is reimbursed for certain personal travel expenses he incurs to attend Board and committee meetings. Those expenses exceed the amount reimbursable under the Company’s travel expense reimbursement policy for directors. The net expense to the Company is approximately equal to the amount Mr. Tulin would have received if he was paid the annual retainer and reimbursed for travel as permitted in the travel expense reimbursement policy.

Director Stock Retention Policy

Our director stock retention policy provides that, subject to certain exceptions for tax obligations and estate planning purposes, a non-employee member of the Board of Directors may not transfer any shares of the Company’s common stock which he or she received as compensation for service on the Board of Directors until the value of the total shares held by the director equals or exceeds five times the amount of the annual cash retainer paid to such director.

Directors’ Phantom Shares

Non-employee directors may elect to receive phantom shares by deferring all or a portion of their annual compensation (including the stock portion). A phantom share is a hypothetical share of our common stock based upon the fair market value of the common stock at the time of the grant. Phantom shares granted prior to January 1, 2016 are not distributed until the director ceases to serve on the Board, at which time we will issue cash or shares of common stock in an amount equal to the value of the phantom shares. Effective January 1, 2016, directors may elect to receive distributions of deferred shares at retirement or five or seven years after retirement pursuant to a post-deferral election. Distributions can be either via shares or cash and may be paid as a single payment or in five substantially similar annual installments.

Because phantom shares can be distributed in cash instead of stock, they are not included as shares beneficially owned by the directors under the beneficial ownership table (page 78). Several directors have elected to participate in the deferral option and the following table illustrates their accumulated phantom share balance as of December 31, 2016:

PHANTOM SHARE OWNERSHIP

Name	Phantom Shares
William J. Bartlett	5,631
J. Cliff Eason	30,240
Alan C. Henderson	2,649
Frederick J. Sievert	1,563

CORPORATE GOVERNANCE

OVERVIEW

RGA is a values-based company. Our values guide our behavior at every level and apply across the Company on a global basis. We expect all directors, officers and employees to conduct business in compliance with the guidelines described below and we survey compliance with these policies on an annual basis.

Governance Guidelines and Charters

We have adopted a Principles of Ethical Business Conduct (the "Principles"), a Directors’ Code of Conduct (the "Directors’ Code"), and a Financial Management Code of Professional Conduct (the "Financial Management Code"). The Principles apply to all employees and officers of the Company and its subsidiaries. The Directors’ Code applies to directors of the Company and its subsidiaries. The Financial Management Code applies to our President and Chief Executive Officer, Chief Financial Officer, Corporate Controller, primary financial officers in each business unit and all professionals in finance and finance-related departments. We intend to satisfy any disclosure obligations under Item 5.05 of Form 8-K by posting on our website information about amendments to, or waivers from, any provision of the Financial Management Code that applies to our President and Chief Executive Officer, Chief Financial Officer or Corporate Controller. The Board of Directors has adopted Corporate Governance Guidelines and charters for the Audit, Compensation, Finance, Investment and Risk Management and Nominating and Governance Committees.

Director Independence

In accordance with the Corporate Governance Guidelines, the Board undertook reviews of director independence in February 2016 and February 2017. During these reviews, the Board received a report from the Company’s General Counsel noting that there were no transactions or relationships between the Company or its subsidiaries and any of the independent directors (i.e., Messrs. Bartlett, Boot, Danahy, Eason, Henderson, Sievert and Tulin and Mses. Detrick, Guinn and Phillips) nor any member of such director’s immediate family. The purpose of this review was to determine whether any of those directors had a material relationship with the Company that would preclude such director from being independent under the listing standards of the New York Stock Exchange ("NYSE") or our Corporate Governance Guidelines.

As a result of this review, the Board affirmatively determined, in its judgment, that each of the ten directors named above are independent of the Company and its management under the applicable standards. In 2016, Mr. Woodring, our Chief Executive Officer, and Ms. Manning, our President, were not independent directors.

Board Diversity

The Board believes that it is essential that directors represent diverse perspectives, skills and experience. When evaluating the various qualifications, experiences and backgrounds of Board candidates, the Board reviews and discusses many aspects of diversity such as gender, race, national origin, education, professional experience, geographic representation and differences in viewpoints and skills. To the extent possible, director recruitment efforts include several of these factors and the Board strives to recruit candidates that enhance the Board’s diversity.

Board Leadership Structure

In recognition of the differences between the two roles and in order to maximize effective Board leadership, our Company has separated the position of Chief Executive Officer ("CEO") and Chairman of the Board since we became public in 1993. The CEO is responsible for setting the strategic direction for the Company and the day-to-day leadership and performance of the Company, while the Chairman of the Board provides guidance to the CEO, sets the agenda for Board meetings, presides over meetings of the full Board and presides at the regularly scheduled executive sessions of the independent directors.

The Board’s Role in Risk Oversight

The Board has an active and ongoing role, as a whole and also at the committee level, in overseeing management of the Company’s risks. The following table summarizes each committee's responsibilities regarding risk oversight.

RISK OVERSIGHT

Committee of the Board	Areas of Risk Oversight	Additional Information
Audit	Accounting and financial reporting risk, ethics and compliance matters	Reviews reports on ethics and compliance matters each quarter
Compensation	Risks relating to the Company's employee compensation policies, practices, plans and arrangements	Oversees the management of compensation risks, including executive retention
Finance, Investment and Risk Management	Financial risks, investment risks and overall enterprise risk management	Reviews, monitors and, when appropriate, approves the Company's programs, policies and strategies relating to financial and investment risks
Nominating and Governance	Risks associated with the independence of the Board of Directors, leadership development and CEO succession planning	Oversees risks related to succession planning and board retention, refreshment and development

While each committee is responsible for evaluating certain risks and overseeing the management of such risks, committee meetings are scheduled so that the entire Board of Directors (including directors who are not committee members) is able to participate in committee meetings and stay apprised of the risks monitored and discussed by each committee. In addition, each committee provides recommendations to the full Board as required or appropriate.

Risk Considerations in our Compensation Program

The Compensation Committee considers the risks associated with our compensation policies and practices with respect to both executive compensation and compensation generally. The Compensation Committee continually considers the Company’s long-standing culture, which emphasizes incremental continuous improvement and sustained long-term shareholder value creation, and ensures that these factors are reflected in the design of the Company’s compensations plans. Our compensation program is structured so that a considerable amount of our incentive-eligible employees’ compensation is tied to the long-term health of the Company. We avoid the type of disproportionately large, annual incentives that could encourage employees to take risks that may not be in our shareholder’s long-term interests and we weight our management’s incentive compensation toward profitability and long-term performance. We believe this combination of factors encourages our executives and other employees to manage the Company in a prudent manner with a focus on increasing long-term shareholder value. Furthermore, as described in "Compensation Discussion and Analysis" below, the Compensation Committee may exercise full discretion and include subjective considerations in its incentive compensation decisions.

While a significant portion of our executive compensation plan is performance-based, we do not believe that our program encourages excessive or unnecessary risk-taking. Informed risk-taking is a fundamental and necessary part of our business, and our Compensation Committee focuses on aligning the Company’s compensation policies with the Company’s long-term interests and avoiding short-term rewards for management decisions that could pose long-term risks to the Company. The following policies and practices emphasize the Compensation Committee’s focus on balancing risk with reward:



Risk Balancing Practices and Policies
Annual Bonus Plan	●	Our Annual Bonus Plan ("ABP") is designed to reinforce our pay-for-performance culture by making a significant portion of management's annual compensation variable.
	●	ABP awards are based solely on Company results or on a combination of Company, business unit and/or individual performance.
	●	The ABP aligns annual cash bonus compensation with our short-term business strategies and the targets reflect our short-term goals for operating earnings per share, book value per share, operating revenue and new business embedded value.
	●	The Compensation Committee sets award levels with a minimum level of performance that must be met before any payment can be made.
	●	To further ensure that there is not a significant incentive for unnecessary risk-taking, we cap the payout of these awards at 200% of the target.
Performance Contingent Share Grants	●	Our performance contingent share ("PCS") grants are a three-year performance-driven incentive program that reinforces our intermediate-term strategic, financial and operating goals.
	●	The Compensation Committee sets award levels with a minimum level of performance that must be met before any payment can be made.
	●	To further ensure that there is not a significant incentive for unnecessary risk-taking, we cap the payout of these awards at 200% of target.
	●	We measure performance for the PCS grants based 33% on a cumulative operating revenue growth rate, 33.5% on operating return on equity and 33.5% on relative return on equity compared to an established peer group, all calculated as of the end of the applicable three-year performance period.
Stock Appreciation Rights	●	We believe that Stock Appreciation Rights ("SARs") provide the most appropriate vehicle for providing long-term value to management because of the economic tie to shareholder value.
	●	We believe annual grants of SARs allow us to reward the achievement of long-term goals and are based on our desire to achieve an appropriate balance between the overall risk and reward for short, intermediate and long-term incentive opportunities.
	●	The vesting schedule for SARs grants is four years, 25% of which vests at the end of each year. Upon vesting, the SARs are settled in the equivalent value of unrestricted shares of common stock.
Share Ownership Guidelines	●	Our share ownership guidelines require members of senior management to hold a specified number of shares of Company stock which is based on the level of their role and responsibility in the organization.
Share Ownership Guidelines	●	Share ownership requirements ensure that our senior management will have a significant amount of value tied to long-term holdings in Company stock and align their interests with those of our shareholders.
Executive Incentive Recoupment Policy	●	Our Executive Incentive Recoupment Policy permits the Company to recoup all or a portion of incentive awards paid to certain executives upon the occurrence of certain recoupment events.
	●	Such events include: (i) a financial restatement due to the material noncompliance with any financial reporting requirement under the federal securities laws; (ii) receiving an incentive award based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria; (iii) causing injury to the interests or business reputation of the Company or of a business unit whether due to violations of law, regulatory sanctions or otherwise and (iv) a material violation of the Company's Principles of Ethical Business Conduct.
	●	The Compensation Committee has express authority to interpret and administer the policy, implement various remedies based on the circumstances triggering the recoupment and make all determinations with respect to the policy in its sole discretion.
Combination of Performance Metrics	●	We use a combination of performance metrics in determining our executives' performance-based compensation that motivate our executives to achieve performance that is in line with the best interests of the Company and our shareholders.
Combination of Performance Metrics	●	By using a variety of performance metrics in our Annual Bonus Plan and our intermediate and long-term performance programs, we mitigate the risk that our executives would be motivated to pursue results with respect to one performance measure to the detriment of the Company as a whole.
Independent Compensation Consultant	●	The Compensation Committee benefits from its use of an independent compensation consulting firm which provides no other services to the Company.

Communications with the Board of Directors

The process for communicating with the Board requires that the General Counsel make a record of the receipt of any such communications. All properly addressed communications will be delivered to

the specified recipient(s) not less than once each calendar quarter and will not be directed to or reviewed by management prior to receipt by such persons.

Board Meetings

The Board of Directors held a total of nine meetings during 2016. Each director attended at least 75% of the meetings of the Board and committees on which he or she served during 2016. We do not have a policy with regard to attendance by directors at the Annual Meeting of Shareholders. The Chairman of the Board attended the 2016 Annual Meeting of Shareholders.

BOARD COMMITTEES

The Board of Directors has the following committees:

•Audit Committee;

•Compensation Committee;

•Finance, Investment and Risk Management Committee; and

•Nominating and Governance Committee.

The Board has also organized a sub-group of directors who meet periodically with members of Company management to discuss significant acquisition opportunities and a sub-group that discusses technological opportunities and advancements. Information about committee membership, independence, qualifications, roles and responsibilities is provided below.

2016 BOARD COMMITTEE MEMBERSHIP

Director	Independent	Audit	Compensation	Finance, Investment and Risk Management	Nominating and Governance
William J. Bartlett	yes	chair		member
Arnoud W.A. Boot	yes	member		member
John F. Danahy	yes	member	chair
Christine R. Detrick	yes	member			member
J. Cliff Eason	yes		member		member
Patricia L. Guinn	yes
Alan C. Henderson	yes			chair	member
Anna Manning	no
Joyce A. Phillips	yes		member		member
Frederick J. Sievert	yes		member		chair
Stanley B. Tulin	yes		member	member
A. Greig Woodring	no			member
Number of Meetings in 2016		8	5	6	4

AUDIT COMMITTEE

Roles and Responsibilities
●	Responsible for the appointment, compensation, retention and oversight of the work of our independent auditor.
●	Oversees our accounting and financial reporting processes and policies and the integrity of our financial statements.
●	Supervises the adequacy of our internal controls over financial reporting and disclosure controls and procedures.
●	Pre-approves audit, audit-related and non-audit services to be performed by the Company's independent auditor.
●	Reviews reports concerning significant legal and regulatory matters.
●	Reviews the plans and performance of our internal audit function.
●	Reviews and discusses our filings on Forms 10-K and 10-Q, including the financial information in those filings.
Independence and Financial Literacy
●	The Board has determined that the members are "independent" within the meaning of SEC regulations applicable to audit committees and the NYSE listing standards.
●	The Board has determined that all of the members have accounting and related financial management expertise within the meaning of the NYSE listing standards.
●	The Board has determined that all the members are qualified as audit committee financial experts within the meaning of SEC regulations.

COMPENSATION COMMITTEE
Roles and Responsibilities
●	Establishes and oversees our general compensation and benefits programs.
●	Reviews and approves the performance and compensation of the CEO, other named executive officers and members of our senior management.
●	Sets performance measures and goals and verifies the attainment of performance goals under performance-based incentive compensation plans.
Independence
●	The Board of Directors has determined, in its judgment, that all of the Committee's members are independent within the meaning of the NYSE listing standards.
●	For purposes of its independence determination, the Board considered the enhanced independence standards for compensation committees under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 which are required by the SEC for the listing standards of national securities exchanges.
Interlocks and Insider Participation
●	The members of the Compensation Committee are not and have never been officers or employees of the Company or any of its subsidiaries.
●	No directors or executive officers of our Company serve on the compensation committee of another company of which a member of our Compensation Committee is an officer.

FINANCE, INVESTMENT AND RISK MANAGEMENT COMMITTEE
Roles and Responsibilities
●	Assists the Board in connection with its oversight responsibilities for the Company's risk, investment and finance policies, programs, procedures and strategies.
●	Reviews, monitors, and when appropriate, approves the Company's programs, policies and strategies relating to financial and investment risks and overall enterprise risk management Governance Guidelines.

NOMINATING AND GOVERNANCE COMMITTEE
Roles and Responsibilities
●	Develops and implements policies and practices relating to corporate governance.
●	Reviews and monitors implementation of our Corporate Governance Guidelines.
●	Identifies individuals qualified to become members of the Board, consistent with the criteria established by the Board; develops and reviews background information on candidates for the Board; and makes recommendations to the Board regarding such candidates.
●	Prepares and supervises the Board's annual review of director independence and the performance of self-evaluations conducted by the Board and committees.
●	Oversees the succession planning process for our CEO, which includes reviewing development plans for potential successors, evaluating potential internal and external successors for executive and senior management positions, and development and periodic review of the Company's plans for CEO succession in various circumstances.
Independence
●	The Board of Directors has determined, in its judgment, that all of the Committee's members are independent within the meaning of the NYSE listing standards.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

We do not have any agreements, transactions or relationships with related persons such as directors, nominees, executive officers or immediate family members of such individuals. At least annually, we review all relationships between our Company and our directors and executive officers and their immediate family members to determine whether such persons have a direct or indirect material interest in any transaction with us. Our Global Legal Services staff is primarily responsible for developing and implementing processes and controls to obtain information from the directors, nominees and executive officers with respect to related person transactions. If such a transaction arose, our Global Legal Services staff would determine, based on the facts and circumstances, whether we or a related person has a direct or indirect material interest in the transaction. As required under SEC rules, related person transactions that are determined to be directly or indirectly material to us are disclosed in this Proxy Statement and other SEC filings.

Our Board has adopted a policy as part of its corporate governance guidelines that requires advance approval by the Board before any of the following persons knowingly enter into any transaction with the Company or any of our subsidiaries or affiliates through which such person receives any direct or indirect financial, economic or other similar benefit or interest. The individuals covered by the policy include any:


•	director,


•	nominee for director,


•	executive officer,


•	holder of more than 5% of our voting securities,


•	immediate family member of such a person, as that term is defined in the policy, and


•	charitable entity or organization affiliated with such person or any immediate family member of such person.

Transactions covered by the policy include any contract, arrangement, understanding, relationship, transaction, contribution or donation of goods or services, but excludes transactions with any charitable entity or organization affiliated with a director, nominee for director, executive officer, 5% security holder or any immediate family member of such a person if the amount involved is $2,500 or less. At this time, the Company is not involved in any transactions that would be covered by this policy.

COMPENSATION DISCUSSION AND ANALYSIS

Our executive compensation program is designed to attract and retain senior level employees who direct and lead our business and to appropriately reward these individuals for their contribution to the business. Our Board of Directors has delegated to the Compensation Committee the authority to establish and oversee our general compensation program, review the performance and approve the compensation of our Chief Executive Officer and review and approve the compensation of the other named executive officers and members of our senior management. The Compensation Committee also reviews and approves this Compensation Discussion and Analysis (the "CD&A") regarding executive compensation for inclusion in this Proxy Statement. During 2016, the Compensation Committee consisted of Messrs. Danahy (Chairman), Eason, Sievert and Tulin and Ms. Phillips.

The discussion of our compensation practices and related disclosures focus on the compensation of our named executive officers. This discussion is divided into the following sections:



Compensation Disclosure Sections
Overview	page 17
Five Elements of Compensation	page 23
Executive Compensation Process	page 30
2016 Compensation Actions and Results	page 34
Executive Compensation Tables	page 40
Other Executive Compensation Matters	page 49

OVERVIEW

2016 NAMED EXECUTIVE OFFICERS

Name	Title
A. Greig Woodring	Chief Executive Officer
Jack B. Lay	Senior Executive Vice President and Chief Financial Officer from January 1, 2016 to April 30, 2016 and Senior Executive Vice President thereafter
Todd C. Larson	Senior Executive Vice President and Chief Financial Officer since May 1, 2016
Anna Manning	President
Alain P. Néemeh	Senior Executive Vice President, Global Life and Health Markets
Donna H. Kinnaird	Senior Executive Vice President and Chief Operating Officer

Executive Transitions

Effective December 31, 2016, A. Greig Woodring retired from the Company and resigned from his positions as Chief Executive Officer and member of the Board of Directors. Effective January 1, 2017, Anna Manning was appointed Chief Executive Officer of the Company. She held the position of President of the Company since December 1, 2015 and was appointed to the Board of Directors effective January 1, 2016. In connection with her new role, Ms. Manning physically relocated from Canada to the United States, effective April 23, 2016.

On May 1, 2016, Jack B. Lay relinquished the title of Chief Financial Officer and was succeeded by Todd C. Larson. Mr. Lay retired from the Company and resigned his role as Senior Executive Vice President effective

December 30, 2016. In addition, Donna H. Kinnaird relinquished the role of Chief Operating Officer effective January 1, 2017. Ms. Kinnaird retired from the Company and resigned her role as Senior Executive Vice President effective January 31, 2017.

Our Compensation Philosophy and Objectives

The philosophy and objectives of our executive compensation programs are to:


•	Create incentives that will focus executives on, and reward for, increasing long-term shareholder value;


•	Reinforce our pay for performance culture by making a significant portion of compensation variable and based on Company and business unit performance;


•	Align the long-term financial interests of our executives with that of our shareholders through equity-based incentives and by building executive ownership in the Company; and


•	Provide competitive total compensation opportunities that will attract, retain and motivate high-performing executives.

We use financial performance measures that focus on operating revenue, new business embedded value, operating income per share, book value per share excluding AOCI, operating return on equity, relative return on equity and cumulative operating revenue growth rate. Our annual bonus plan and performance contingent share program are tied to financial and operating performance metrics and our stock appreciation rights are tied to the performance of the Company's stock price. This approach aligns our executive compensation program to our business strategies, reinforces our pay-for-performance culture by using variable compensation based on performance and aligns the long-term financial interests of our executives with the interests of our shareholders. For a more detailed discussion on performance metrics, see "Five Elements of Compensation" and "2016 Compensation Actions and Results."

Our Compensation Program and Governance Reflects Best Practices

We have designed our compensation program to drive performance toward achievement of our short and long-term goals and to increase long-term shareholder value, while appropriately balancing risk and reward. We regularly review our program to incorporate best practices, such as the following:



What We Do
ü	Pay-for-Performance. We have a pay-for-performance executive compensation structure that provides an appropriate mix of short, intermediate and long-term performance incentives, with emphasis on shareholder value. Our executive compensation is closely aligned with financial performance because the majority of the total compensation for our executives is earned only upon the achievement of corporate, business unit and/or individual performance goals. Other than base salary, we do not provide any fixed compensation.
ü	Use of Multiple Performance Metrics. Our incentive compensation programs utilize multiple performance metrics, including operating revenue, operating income, book value and new business embedded value for our Annual Bonus Plan and cumulative operating revenue growth rate, return on equity and relative return on equity for our Performance Contingent Shares. These metrics are focused on performance and creation of long-term shareholder value.
ü	Compensation Benchmarking at Median. The Compensation Committee reviews publicly available information of peer companies to evaluate how our named executive officers’ compensation compares to executives in similar positions at other companies and considers that information when establishing compensation. In most markets, we align our executive compensation levels with the market median in order to retain current talent and attract new talent.
ü	Compensation Recoupment Policy. We have an Executive Incentive Recoupment Policy which permits the Company to recoup all or a portion of an incentive award paid to certain executives upon the occurrence of a specified recoupment event, including a financial restatement. We have incorporated the provisions of this policy into our Flexible Stock Plan and award agreements.
ü	Stock Ownership Guidelines. To further align the long-term interests of our executives and our shareholders, we have robust stock ownership requirements for our executive officers. For additional information, see "Stock Ownership - Executive Stock Ownership Guidelines."
ü	Independent Compensation Consultant. The Compensation Committee benefits from its use of an independent compensation consulting firm which provides no other services to the Company.
ü	Annual Shareholder "Say on Pay." Because we value our shareholders’ input on our executive compensation programs, our Board has chosen to provide shareholders with the opportunity each year to vote to approve, on a nonbinding, advisory basis, the compensation of the named executive officers in our proxy statement.
ü	Compensation Committee Negative Discretion. We give our Compensation Committee full discretion to reduce or eliminate any cash incentive award.
ü	Programs Designed to Manage Dilution Efficiently. We design our long-term incentive programs to manage dilution through the use of stock settled stock appreciation rights (SARs).
ü	Shareholder Value. We design our equity compensation programs to appropriately balance short, medium and long-term focus on key drivers of shareholder value creation.



What We Don't Do
X	No Employment Contracts. We do not have any employment or contractual pre-employment severance agreements for our executives and we only offer limited benefits on termination of employment.
X	No Perquisites. We do not offer our executives personal benefit perquisites, such as aircraft, cars or apartments and we do not reimburse our executives for personal benefit perquisites such as club dues or other social memberships, except in some foreign countries where such perquisites are required to maintain a local competitive position.
X	No Preferential Payments. We do not pay preferential or above market returns on executive deferred compensation.
X	Limited Benefits Upon Change in Control. We have limited benefits upon change in control and our Flexible Stock Plan does not require that awards automatically accelerate upon a change in control.
X	No Repricing of Grants. Our Flexible Stock Plan prohibits repricing for underwater stock options and stock appreciation rights.
X	No Golden Parachutes or Gross-Ups. We do not have any golden parachute agreements or tax gross-ups for severance payments with our executives.
X	No Speculative Trading. Our Insider Trading Policy prohibits employees from short-selling Company stock and strongly discourages the use of margin accounts, standing and limit orders or engaging in any other transaction where there is no control over the timing of purchases or sales and could result in a trade occurring at a time when the employee is aware of material non-public information or otherwise not permitted to trade.
X	No Unapproved Hedging. Our Insider Trading Policy prohibits employees from engaging in hedging or monetization transactions, which can be accomplished through a number of possible mechanisms, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. Exemptions to general ban may be sought from the General Counsel on a case-by-case basis and will be subject to pre-clearance.
X	Pledging Discouraged. Our Insider Trading Policy discourages employees from holding Company securities in a margin account or otherwise pledging Company securities as collateral for a loan.

Say on Pay Feedback from Shareholders

A primary focus of our Compensation Committee is whether the Company’s executive compensation program serves the best interests of the Company’s shareholders. At the Company’s 2016 Annual Meeting, a significant majority (98% of votes cast on the proposal) of our shareholders approved the compensation program described in the proxy statement for that meeting. This is consistent with our shareholder feedback at our previous annual meetings:



Annual Meeting Year	Percentage of Votes Cast in Favor of "Say on Pay"
2016	98%
2015	98%
2014	97%
2013	99%
2012	96%
Five Year Average	98%

As part of its ongoing review of our executive compensation program, the Compensation Committee took the votes into consideration, along with an overall review of the compensation program, when making compensation decisions for 2016 and 2017. The Compensation Committee determined that the Company’s executive compensation philosophy, objectives and elements continue to be appropriate.

Five Elements of Compensation

Our executive compensation program consists of the following five elements:



Element of Compensation		Purpose
1.	Base Salary	Our base salaries are designed to provide a competitive component of the total compensation package that will attract, retain and motivate high-performing executives. Adjustments to base salary are made periodically to recognize competitive changes and personal performance.
2.	Annual Bonus Plan	Our Annual Bonus Plan ("ABP") awards are designed to reinforce our pay-for-performance culture and align incentive compensation with our short-term business strategies by making an executive's entire ABP award variable and based on Company, business unit and/or individual performance.
3.	Performance Contingent Shares	Performance Contingent Shares (“PCS”) are granted annually, and the number of PCS granted is based on the grant recipient’s position within the Company. PCS awards are payable in Company common stock and payouts occur if we achieve the cumulative operating revenue growth rate, return on equity and relative return on equity measures all over a three-year period. The PCS grants are made by the Compensation Committee annually, thus each year begins a new three-year cycle, giving the Compensation Committee the opportunity to review and update performance measures for new grants. The three-year performance and reward period shifts participant focus and effort toward intermediate and longer-term sustained results.
4.	Stock Appreciation Rights	Stock Appreciation Rights ("SARs") are granted annually, and the number of SARs granted is based on the grant recipient's position within the Company. The vesting schedule for SARs grants is four years, 25% of which vests at the end of each of the first four years. Upon vesting, the SARs are settled in the equivalent value of unrestricted shares of common stock. The SARs expire 10 years after the grant date.
5.	Retirement and Pension Benefits	Our retirement and pension benefits are designed to provide a competitive level of post-employment income as part of a total rewards package that permits us to attract and retain key members of our management.



See "Five Elements of Compensation" (page 23) for additional information.

Compensation Pay Mix

The following graph demonstrates 2016 target compensation pay mix by elements for each of our named executive officers:

Company Performance for 2016

We believe that our compensation philosophy and objectives have resulted in an executive compensation program that has appropriately incented our executives to achieve our business performance targets, goals and objectives. Our compensation decisions are intended to benefit our shareholders and drive long-term shareholder value. Summarized below are some key highlights of our financial performance for 2016:


•	Our full-year total revenue was $11.5 billion and net premiums totaled $9.2 billion in 2016.


•	Our full-year earnings per diluted share: net income $10.79, operating income¹ $9.73.


•	Our full-year return on equity was 10% for 2016 and our full-year operating return on equity¹ was 11%.


•	Book value per share at year-end 2016 was $110.31 including accumulated other comprehensive income ("AOCI") and $92.59 excluding AOCI¹.

For additional information on our 2016 financial performance, see our 2016 Annual Report on Form 10-K.



¹See "Use of Non-GAAP Financial Measures" on page 83 for reconciliations from GAAP figures to operating figures.

How Our Performance Affected 2016 Compensation

Our emphasis on pay for performance and the alignment of compensation with the creation of long-term shareholder value means that significant portions of the compensation paid to our executives vary based on our corporate performance. Our financial results are reflected in our 2016 compensation payments, as described below.

Annual Bonus Plan. Payouts were 182.8% of target for our named executive officers. Named executive officer ABP payouts are based on four Company-wide performance metrics: operating income per share; book value per share; new business embedded value and total operating revenue.

ABP COMPANY-WIDE PERFORMANCE METRICS

Metric	Weight	Target	2016 Result	Performance Level
Operating Income Per Share¹	50%	$8.90/share	$9.73/share	200.0%
Book Value Per Share Excluding AOCI¹	25%	$89.57/share	$92.59/share	167.4%
New Business Embedded Value	15%	$420.0 million	$501.4 million	151.7%
Annual Operating Revenue¹	10%	$11.1 billion	$11.5 billion	181.5%
Weighted Average				182.8%
¹See "Use of Non-GAAP Financial Measures" on page 83 for reconciliations from GAAP figures to operating figures.

Performance Contingent Share Program. For the 2014-2016 PCS performance period payouts are based on cumulative revenue growth rate, operating return on equity and relative return on equity performance over a three-year period. Our cumulative revenue growth rate and operating return on equity performance for the period resulted in payouts of 0% and 98.9% of target, respectively. The relative return on equity measure is dependent upon public availability of financial results from our peer companies. Because of the timing for the availability of this information our performance for the relative return on equity metric will not be approved by the Compensation Committee until late April 2017. Payments for the 2014-2016 PCS grants will not be made until May 2017, after the filing of this Proxy Statement.

PCS PERFORMANCE METRICS

Metric	Weight	Target	2016 Result	Performance Level
Cumulative Revenue Growth Rate	33%	5%	2.9%	0%
Three-Year Operating Return on Equity¹	33.5%	11.5%	11.5%	98.9%
Three-Year Relative Return on Equity	33.5%	50th	Our performance for the relative return on equity metric for the 2014-2016 PCS grants will not be available until late April 2017.	Our performance for the relative return on equity metric for the 2014-2016 PCS grants will not be available until late April 2017.
¹See "Use of Non-GAAP Financial Measures" on page 83 for reconciliations from GAAP figures to operating figures.

FIVE ELEMENTS OF COMPENSATION

Compensation Elements

Our compensation program consists of the following five elements:



Compensation element			Purpose		How We Determine This Amount
1.	Base Salary	●	Our base salaries establish a pay foundation at competitive levels as part of a total compensation package that will attract, retain and motivate talented executives.	●	The Compensation Committee considers our executives' base salary compensation compared to that of the Pay Level Peer Group and published surveys.
1.	Base Salary			●	The Compensation Committee also reviews the recommendations submitted by our Chief Executive Officer for the other named executive officers.
2.	Annual Bonus Plan ("ABP")	●	Our ABP awards are designed to motivate and reward executives for performance on key financial, strategic and/or individual objectives over the year.	●	Target awards for executives are based on competitive market pay data for their position and expressed as a percent of salary.
		●		●	ABP awards for executives are based on annual Company results or on a combination of Company, business unit and individual performance results.
		●	This element of compensation holds our executives accountable for Company performance, with payouts varying from target based on actual performance against pre-established and communicated performance goals.	●	Our ABP program utilizes multiple performance metrics.
		●		●	Overall Company operating earnings per share performance must meet certain minimum levels, as determined in advance by the Compensation Committee, before any awards are made.
3.	Performance Contingent Shares ("PCS")	●	Our PCS program is designed to focus executives on our strategic and intermediate-term financial and operating goals.	●	PCS performance payouts are based on cumulative operating revenue growth rate, return on equity and return on average equity over a three-year period.
		●	PCS grants are awarded to eligible participants on an annual basis with each grant cycle running for three performance years.	●	The Compensation Committee sets award levels with a minimum level of Company performance that must be met before any payment to the individual can be made, as well as a target and a maximum.
		●	The PCS grants are ongoing and each year a new three-year cycle begins, giving the Compensation Committee the opportunity to review and update performance measures for new grants.	●	If we do not meet minimum performance goals, the awards will not be made, and if we exceed those performance goals, the award can be as much as 200% of the targeted award opportunity.
		●	The three-year performance and reward period shifts participant focus and effort toward intermediate and longer-term sustained results.
4.	Stock Appreciation Rights ("SARs")	●	SARs are designed to align the interests of executives with our shareholders by focusing the executives on long-term objectives over a multi-year period, including stock price growth.	●	SARs are granted to executives at an award value divided by Black-Scholes’ value of the Company’s stock price on the date of grant.
		●	SARs are granted annually and are based on the recipient's position.	●	The strike price for the SAR is determined by the Company's closing stock price on the award date.
		●	SARs vest over a period of four years (25% per year beginning on December 31 of the year granted until fully vested) and remain exercisable for up to 10 years from the award date. Upon vesting they are settled in the equivalent value of unrestricted shares of common stock.
5.	Retirement and Pension Benefits			●	U.S. and Canadian retirement and pension benefits differ, but generally there are two types of plans:
		●	Provided as another competitive component of the total compensation package that permits us to attract and retain key members of our management.	●	Qualified plans are paid to eligible employees up to specified maximum amounts as determined by federal tax authorities.
				●	Non-qualified plans are provided to eligible employees who earn compensation above the maximum amounts established by federal tax authorities.

Compensation Element #1 - Base Salary

The Compensation Committee begins its annual review of base salary for the named executive officers and senior management through discussion with the CEO on the previous year's expectations, achievements for each executive and their pay histories. The Committee additionally references the base

salary pay levels to similar roles in our Pay Level Peer Group. The annual base salary determinations for executives are effective each year on or about March 1, following the executive's annual performance review, which includes a discussion about individual results against defined expectations.

Compensation Element #2 - Annual Bonus Plan

Employees of the Company are eligible to participate in our Annual Bonus Plan ("ABP"), which provides annual cash incentive compensation based on one or more of the following factors: our overall performance, the performance of the participant’s division, business unit or department and individual performance during the previous year. Under the ABP, participants may receive a cash bonus each year.

The ABP award is designed to serve as an annual incentive. The target-level financial performance goals established by the Compensation Committee are intended to require substantial efforts by our management team toward our strategic goals, while at the same time they are intended to be within reach if such efforts are made and provide additional rewards for extraordinary achievement. The Compensation Committee establishes ABP objectives for the Company during February of each year and determines results and awards in March of the following year. ABP financial objectives are not tied to any peer group, but are instead tied solely to our financial performance objectives. ABP Company-wide objectives are measured using the following components:

2016 COMPANY-WIDE ANNUAL BONUS PLAN METRICS

Component	Weight	Definition
Operating Income Per Share¹	50%	Operating income per share is our net income per share from continuing operations less realized capital gains and losses and certain other non-operating items.
Book Value Per Share Excluding AOCI¹	25%	Book value per share is the Company's total equity excluding Accumulated Other Comprehensive Income ("AOCI") divided by total common stock outstanding.
New Business Embedded Value	15%	New business embedded value ("NBEV") is a measure of the value of the profits expected to emerge from new business net of the cost of supporting capital. NBEV is a forward-looking calculation that reflects the lifetime value created through new business sales.
Annual Operating Revenue¹	10%	Annual consolidated operating revenue is total revenues earned by the Company less any excluded transactions undertaken for capital management or risk management purposes during the annual performance period. For 2016, there were no excluded transactions.
¹See "Use of Non-GAAP Financial Measures" on page 83 for reconciliations from GAAP figures to operating figures.

Targets reflect our annual goals for these metrics. The allocation of ABP awards between individual, business unit and Company-wide performance varies for each participant based on his or her job responsibilities. In general, allocations for business unit, departmental and individual performance are weighted more heavily for employees with less Company-wide responsibility. In contrast, allocations for Company-wide performance are weighted more heavily for senior executives because their roles involve greater Company-wide responsibility.

Business unit results are based on each business unit's financial performance metrics. Individual performance results are measured by progress on major projects, productivity, leadership, client development or similar goals in which the employee played a major role. While we intend to tie individual performance to clearly articulated and objective measures, it is necessary and at times prudent for management to use a certain degree of discretion in evaluating individual results. Based on these criteria, the Compensation Committee approves a list of senior management participants, which includes (as applicable) individual incentive and/or business unit or division allocations, a minimum performance level that must be met before any payment can be made, as well as a target and a maximum. In addition, overall Company financial performance must meet certain minimum levels, as determined in advance by the Committee, before any awards (including any portion of an award based solely on individual performance)

are made under the ABP. Awards are based on a specific target percentage of salary, which varies for each participant.

We consider business unit and individual performance when evaluating total compensation and may from time to time establish a specific ABP allocation for a particular business objective or project. The types of individual performance that may be taken into consideration include contributions toward revenue growth, earnings per share, return on equity capital, expense management, or product or client development, as well as intangible items such as progress toward achievement of strategic goals, leadership capabilities, development of staff or progress on major projects in which the individual holds a key role.

Compensation Element #3 - Performance Contingent Shares

Our Performance Contingent Share ("PCS") grants are part of a performance-driven incentive program under our Flexible Stock Plan. Executives in leadership or senior management roles, or that are considered top subject matter experts within our Company, participate in this program. We believe this program focuses participants on our strategic and intermediate-term financial and operating goals. Incentive awards are intended to reflect each participant's involvement in our performance and to encourage their continued contribution to our future. We view intermediate incentive awards as an important means of aligning the economic interests of management and shareholders.

The PCS grants are designed to allow us to reward the achievement of specific intermediate-term corporate financial performance goals with equity that is earned on the basis of Company performance. We implemented the PCS program because we believe it is consistent with our pay-for-performance compensation philosophy and achieving the financial performance necessary to increase shareholder value. We believe that the PCS grants require management to focus on intermediate-term growth and return on equity, while the SARs are designed to focus attention on accomplishment of long-term goals that influence the creation of long-term shareholder value. We annually evaluate the appropriate mix of pay elements in comparison to the market to remain competitive in our compensation practices and to best support our strategy.

PCS performance payouts are based on cumulative operating revenue growth rate, return on average equity and relative return on average equity over a three-year period. The Compensation Committee also sets award levels with a minimum level of Company performance that must be met before any payment to the individual can be made, as well as a target and a maximum. If we do not meet minimum performance goals, the awards will not be made. If we exceed those performance goals, the award can be as much as 200% of the targeted award opportunity. As we consider the targets for a particular performance period, we set the targets at amounts or ranges that are generally consistent with our publicly disclosed growth rate goals.

PCS grants are not treated as outstanding shares until the performance goals over the three-year performance period are met and awards are made as determined and approved by the Compensation Committee. Awards are made in units of fully-vested, unrestricted common stock. The awards are also contingent upon the participant’s employment status with us at the end of the three-year performance period.

We measure performance for the PCS grants using the following components:

2016 PCS PERFORMANCE METRICS

Component	Weight	Definition
Cumulative Operating Revenue Growth Rate¹	33%	Cumulative operating revenue growth rate is the compounded average growth rate of the Company's consolidated operating revenue over the three-year performance period using the Company's annual consolidated operating revenue for the fiscal year immediately preceding the date of grant as the base year.
Three-Year Operating Return on Equity ("ROE")¹	33.5%	ROE is calculated as operating income divided by average shareholders’ equity excluding Accumulated Other Comprehensive Income ("AOCI") for the three-year performance period. Operating income and equity excluding AOCI are non-GAAP financial measures.
Three-Year Relative Return on Equity ("Relative ROE")	33.5%	Relative ROE is the percentile ranking of the Company's ROE relative to the ROE of competitor companies in the Performance Peer Group over the same three-year performance period.
¹See "Use of Non-GAAP Financial Measures" on page 83 for reconciliations from GAAP figures to operating figures.

In February 2016 we established the targets and ranges for the 2016 PCS grants. Commencing with this plan period the cumulative revenue growth rate metric was replaced by cumulative operating revenue growth rate, a non-GAAP financial measure, as a basis for establishing target levels and awards. Cumulative operating revenue growth rate is the compounded average growth rate of the Company's consolidated operating revenue over the three-year performance period using the Company's annual consolidated operating revenue for the fiscal year immediately preceding the date of grant as the base year. The Compensation Committee believes that cumulative operating revenue growth rate better measures the underlying trends of our continuing operations and management actions, primarily because it may exclude certain transactions undertaken for capital management or risk management purposes that may negatively impact revenue growth (such as retroceded blocks of business).

As discussed below under "Executive Compensation Process - Competitive Marketplace Assessment," the Committee determines a target total compensation package for our named executive officers based on an analysis of competitive market conditions and overall Company performance. All participants are required to maintain an acceptable level of performance to be eligible to receive equity incentive awards.

The grants are made pursuant to the terms of our Flexible Stock Plan and award agreements. Upon retirement, the PCS grant will be pro-rated based on the number of months of the grant holder’s participation during the three-year performance period and the number of shares earned, provided that the holder has attained age 55 and a combination of age and years of service with the Company that equals at least 65.

Compensation Element #4 - Stock Appreciation Rights

Stock Appreciation Rights ("SARs") are granted annually under our Flexible Stock Plan, and the number of SARs granted is based on the grant recipient’s position within the Company. As discussed below under "Executive Compensation Process - Competitive Marketplace Assessment," the Committee considers compensation data of the Pay Level Peer Group in determining the amount of SARs granted to our named executive officers and considers market data from published surveys in determining the amount of SARs granted to other participants.

The vesting schedule for SARs grants is four years, 25% of which vests on December 31 of each of the first four years. The grant value of a SAR is equal to the NYSE closing price of the Company’s common stock on the grant date of the award (i.e., the date of the March Compensation Committee meeting), multiplied by a Black-Scholes Model factor (which calculates the current economic value of a SAR using assumptions that include exercise price, the term of the award, a risk-free rate of interest, dividend yield and observed market volatility). Upon vesting, the SARs are settled in the equivalent value of unrestricted shares of common stock. The SARs expire 10 years after the grant date. Upon retirement, provided that

the participant has attained age 55 and a combination of age and years of service with the Company that equals at least 65, the SARs continue to vest in accordance with the vesting schedule.

Compensation Element #5 - Retirement and Pension Benefits

We recognize the importance of providing comprehensive and cost-effective employee benefits to attract, retain and motivate employees. We offer our executives market competitive retirement programs as described below, including a pension plan, augmented plan, savings plan and a deferred savings plan. The Company reviews its retirement and pension benefits programs from time to time and makes adjustments to the design of the programs as necessary to meet these objectives and to remain competitive. Because our named executive officers are either United States or Canadian residents, we have described the benefits in both jurisdictions below.

Qualified and Registered Plans - U.S.

Savings Plan. U.S. based employees of the Company may participate in a qualified 401(k) plan and make pre-tax or after-tax (Roth) elective deferrals to the plan ("Savings Plan"). Employees may contribute up to the maximum allowed by the U.S Internal Revenue Code. The Company provides matching contributions on elective deferrals up to 5% annually. The Company also provides a 2% fixed employer contribution to employees who work at least 1,000 hours and are employed on December 31. In compliance with the U.S. Internal Revenue Code for 2016, contributions to the Savings Plan cannot be made on cash compensation in excess of $265,000 and employee contributions were limited to a maximum of $24,000 ($18,000 plus an additional $6,000 for those 50 years of age and older).

Pension Plan. U.S. based employees, including our executive officers, participate in the RGA Performance Pension Plan ("Pension Plan"), a qualified defined benefit plan. The Pension Plan is a broad-based retirement plan that is intended to provide a source of income during retirement. The Pension Plan provides a "Traditional Benefit," that is paid exclusively in the form of an annuity, and a "Performance Pension Account Benefit," that is generally paid as a lump-sum, but may be paid as an annuity if the participant has met the retirement plan eligibility of a minimum of ten years of service and a minimum age of 55 or is Normal Retirement Age, age 65. Ten years of service is not a requirement if the participant retires at age 65. The Traditional Benefit is provided to participants who were employed prior to January 1, 1996, with the sum of age and years of service, at that time, equaling at least 45. Participants employed after January 1, 1996 are eligible for the "Performance Pension Account Benefit" only.

Messrs. Woodring and Lay met the eligibility to obtain the "Traditional Benefit" for service years prior to January 1, 1996 and the "Performance Pension Account Benefit" for service years thereafter. As of December 31, 2016, Mr. Larson and Ms. Kinnaird were eligible to receive the Performance Pension Account Benefit only. The benefit payable for life at age 65 for Messrs. Woodring and Lay is the sum of (a) and (b) below; the benefit payable for Ms. Manning, Mr. Larson and Ms. Kinnaird at age 65 is as described in (b) below:

(a) Traditional Benefit: The sum of (1) and (2) as follows:

(1) 1.05% of the participant’s Final Average Monthly Compensation (as defined below) multiplied by the number of years of Accrual Service (as defined below) as of the date of determination, subject to a maximum of 35 years, plus

(2) 0.65% of the excess, if any, of the Participant’s Final Average Monthly Compensation minus one-twelfth of the Participant’s Social Security Maximum Wage Average (as defined below), multiplied by the number of years of Accrual Service as of the date of determination, subject to a maximum of 35 years.

(b) Performance Pension Account Benefit: The sum of (1) and (2) as follows:

(1) Participants earn base credits for each year of accrual service completed under the plan. The credit is a percentage of base salary and the target ABP award based on the participant’s age on January 1 of the Pension Plan year, as shown in the table below:

PERFORMANCE PENSION ACCOUNT BENEFITS

Age on January 1 of the Plan Year in which the Year of Service is Earned	Percentage of Final Average Annual Compensation Credited
Up to 35	2%
35 – 44	4%
45 – 54	6%
55 or over	8%

(2) Additional base credits are earned on Final Average Annual Compensation (as defined below) that is greater than 60% of the prevailing Social Security Wage Base (as defined below), rounded to the next $100. Additional credits are always half of the base credits, as illustrated in the table below:

ADDITIONAL PERFORMANCE PENSION ACCOUNT BENEFITS

Age on January 1 of the Plan Year in which the Year of Service is Earned	Additional Credits
Up to 35	1%
35 – 44	2%
45 – 54	3%
55 or over	4%

Payment of the specified retirement benefits is contingent upon continuation of the plans in their present form until the officer retires.

"Final Average Annual Compensation" means the average of compensation received during 5 consecutive years of accrual service within the last 10 calendar year period immediately preceding termination of employment which produces the highest average (or during all the years of accrual service if less than 5). "Year of Accrual Service" means a year is credited for each plan year after employee becomes a plan participant, in which the participant is credited with at least 1,000 hours of service. "Social Security Wage Base" means the 35-year average of the maximum amount of compensation on which the Social Security benefits are based according to year of birth and assuming the participant has always received wages at least equal to those subject to tax under FICA (Federal Insurance Contributions Act). "Social Security Maximum Wage Average" means the average of the Social Security Wage Base in effect for each calendar year during the 35-year period ending with the calendar year in which a participant attains the Social Security retirement age.

Qualified and Registered Plans - Canada

Registered Pension Plan. All permanent Canadian employees are required to join the defined contribution plan on their date of hire. Each employee is required to contribute, by payroll deduction, an amount equal to 5% of their annual earnings (base salary and cash bonus earned), up to 50% of the maximum allowable limit per calendar year as set under the Canadian Income Tax Act. The Company contributes, on behalf of each employee, an amount equal to the required contribution of the employee, up to 50% of the maximum allowable limit per calendar year as set under the Canadian Income Tax Act. For 2016, the maximum allowable limit for combined employer and employee contributions is CAD$26,010. Employer contributions are immediately vested.

Company and employee contributions are locked-in benefits (cannot be accessed by the employee) until an employee retires at age 55 or later. Voluntary contributions made by the employee over and above the required contribution level are permitted under the plan and the employee may withdraw such funds at any time. A deferred or immediate life annuity contract may be purchased whereby the employee can transfer the value of the benefit to another registered pension plan, a registered retirement savings plan (if conditions are met as stipulated by applicable legislation) or any form of registered retirement income fund.

Non-qualified and Supplemental Plans - U.S.

Non-qualified Augmented Plan. The Company's Augmented Benefit Plan ("Augmented Plan") is designed to restore benefits lost in the qualified Savings Plan and Pension Plan due to IRS compensation limitations for qualified plans, which was $265,000 for 2016. In order for an employee's retirement income provided under the plans to be based on total eligible cash compensation, the Augmented Plan provides U.S. based executives at the vice president level and above benefits based on an employee's annual cash compensation, in accordance with the Internal Revenue Code. Additionally, the Augmented Plan provides executives the opportunity to receive employer matching and employer non-elective contribution credits without regard to qualified plan limitations imposed by the IRS. All contributions to the Augmented Plan are made by the Company.

The investment fund alternatives in the savings portion of the Augmented Plan are identical to the qualified Savings Plan, with the exception of the fixed rate option, that offers a fixed interest rate set at the beginning of the plan year. We credit the employee's non-qualified deferred compensation account with the returns he or she would have received in accordance with the investment alternatives selected from time to time by the employee. We do not pay above-market or preferential earnings, compensation or returns under the Augmented Plan or any other plan. Distributions from the Augmented Plan cannot be made until the participant terminates his or her employment.

Non-qualified Executive Deferred Savings Plan. U.S. employees at the vice president level and above are eligible to participate in our Executive Deferred Savings Plan ("EDSP"), a non-qualified savings plan which allows employees to defer income, including annual bonuses, without regard to qualified plan limitations. Eligible employees are able to defer up to 50% of their base salary and up to 100% of their Annual Bonus Plan payments. The Company credits EDSP accounts with matching contributions equal to the matching contributions the employee could not receive under the Saving Plan (100% up to 5% of compensation in 2016) due to IRS compensation limits in the Savings Plan. employees cannot withdraw any amounts from EDSP balances until they either terminate employment or reach the designated distribution date selected by the employee at the time of their deferral election. With respect to these distributions, participants may elect to receive either a lump-sum payment or 1 to 15 annual installments.

The investment fund alternatives under the EDSP are identical to those in the Savings Plan, with the exception of the fixed rate option, that offers a fixed interest rate set at the beginning of the plan year. We credit the participant’s non-qualified deferred compensation account(s) with the returns he or she would have received in accordance with the investment alternatives selected from time to time by the employee. We do not pay above-market or preferential earnings, compensation or returns under EDSP or any other plan.

Of the non-qualified plans, Mr. Lay participated in the Executive Deferred Savings Plan. Messrs. Lay, Larson and Woodring and Ms. Manning and Ms. Kinnaird participated in the Augmented Benefit Plan. The Augmented Benefit Plan has two (2) components: a 401(k) Savings component and a Pension component. Lay, Larson, Woodring and Kinnaird received benefits in both components. Ms. Manning received benefits in the Augmented Savings component only. For additional details regarding executive participation in our retirement plans, see “Compensation Tables and Other Matters - Pension Benefits in 2016."

Non-qualified and Supplemental Plans - Canada

Supplemental Executive Retirement Plan. RGA offers a Supplemental Executive Retirement Plan ("SERP") in Canada to employees at the vice president level and above who are approved by senior management. An employee must also participate in the Registered Pension Plan to participate in the SERP. Benefits are payable at the time an employee leaves the Company. The SERP benefit is calculated on a number of factors including the employee's years of credited service and average pensionable earnings, each determined on the date the employee ceases to be an executive or leaves the Company.

An employee who retires on or after age 60 and has completed at least 5 years of uninterrupted employment with the Company is entitled to receive an annual supplementary allowance. The allowance is a non-indexed pension that does not increase with inflation. The annual supplementary allowance payable to the employee is paid over a ten-year term. All benefits under the SERP are subject to applicable withholding tax and reporting pursuant to the Canadian Income Tax Act and any other applicable law.

An employee may elect to retire at age 50, provided the employee has completed at least 5 years of uninterrupted employment with the Company, and subject to a reduction of 0.33% for each month by which the employee retires before age 60.

Mr. Néemeh participated in the Supplemental Executive Retirement Plan. Ms. Manning participated in the Canadian SERP until her relocation to the U.S. in April 2016. Ms. Manning's accumulated earnings in the Canadian plan will be deferred until her retirement. For additional details regarding executive participation in our retirement plans, see "Compensation Tables and Other Matters - Pension Benefits in 2016."

EXECUTIVE COMPENSATION PROCESS

The Role of the Compensation Committee

Our executive compensation program is evaluated and approved by the Compensation Committee with the objective of providing incentive-based compensation that aligns with the business goals of the Company and the interests of our shareholders. The Compensation Committee also determines the compensation of the Chief Executive Officer ("CEO") and evaluates and approves the compensation for the members of senior management of the Company, including our named executive officers.

Timing of Compensation Decisions

We typically release earnings for the fourth quarter in late January of the following year. In 2016, the Compensation Committee met in early March to approve the regular grants of PCS and SARs awards. Equity grants are effective on and have a grant date of the same day as the Committee meeting. The PCS

awards are measured by financial performance over a three-year period and the market price of our common stock is not a factor in those calculations or measures. The strike price for grants of SARs is the NYSE closing price of our common stock on the day of the Committee meeting. This timing and process is designed to ensure that our fourth quarter earnings information is fully disseminated to the market by the time the SARs strike price is determined.

The Compensation Committee approves compensation for executive officers at its regularly scheduled meeting in March of each year. All compensation and incentive awards are made in consideration of market pay competitiveness and in comparison to Pay Level Peer Group and published survey data.

Compensation Consultant

In forming its recommendations on our overall compensation program, the Committee annually engages an independent consulting firm to provide advice about competitive compensation practices and to determine how our executive compensation compares to that of other comparable companies, including selected publicly held insurance and reinsurance companies. Steven Hall & Partners ("SH&P") currently serves as independent advisor to the Compensation Committee. The Committee directly engaged SH&P to advise and assist with decisions relating to our executive compensation program, including providing advice regarding incentive plan design, annual comprehensive competitive market studies, competitive compensation data for directors, technical advice on disclosure requirements relating to executive compensation and to apprise the Compensation Committee of compensation best practices. Annually, SH&P conducts an evaluation of the Pay Level Peer Group and a competitive marketplace assessment of our named executive officers, which includes a comparison to our Pay Level Peer Group. SH&P also periodically conducts a review of our incentive plans to ensure a competitive position. Other than work for the Compensation Committee, SH&P provides no other services to the Company or its affiliates. Additionally, the Company’s Compensation Committee determined no conflicts of interest exist which would prevent SH&P from serving as an independent advisor to the Compensation Committee.

Management Participation and Involvement in Compensation Decisions

Pursuant to the Compensation Committee charter, the Committee reviews and approves the compensation of our Chief Executive Officer, other named executive officers and senior management. Management plays a significant role in the compensation-setting process for the named executive officers (other than the CEO), senior management and all other employees. No member of management is involved in determinations regarding their own pay. The most significant aspects of management’s role are:


•	evaluating employee performance;


•	recommending business performance targets, goals and objectives; and


•	recommending salary levels, cash bonus and equity incentive award targets.

Our Chief Executive Officer and Chief Human Resources Officer work with the Compensation Committee chair to establish the agenda for Committee meetings. The Company prepares relevant information and reports for each Compensation Committee meeting. Our Chief Executive Officer participates in Compensation Committee meetings at the Committee’s request to provide:


•	background information regarding our strategic objectives;


•	an evaluation of the performance of the senior management and direct reports; and


•	compensation recommendations as to senior management and direct reports.

Our executives and other members of management are made available to SH&P or any other compensation consultant to provide information regarding position descriptions, compensation history and other information as requested, and to review draft results provided by SH&P.

Competitive Marketplace Assessment

We use three groups of companies to evaluate our compensation practices for purposes such as pay levels, pay design and performance comparisons.

2016 PAY LEVEL PEER GROUP

Purpose:	We use the Pay Level Peer Group to evaluate the overall competitiveness of our compensation packages, as well as individual elements of compensation.
How Peer Companies are Chosen:	We use a group comprised of companies based on industry and size that are appropriate comparators for purposes of evaluating the competitiveness of our pay levels. The selected companies are publicly-traded insurers and reinsurers (life, health and property-casualty) and other financial services companies, including direct competitors.
Last Evaluated:	In 2015, SH&P performed a comprehensive assessment of this group to determine the continued appropriateness of each constituent.
Peer Group Members:	American Financial Group, Inc.	PartnerRe Ltd.
	American National Insurance Co.	Principal Financial Group, Inc.
	Assurant, Inc.	StanCorp Financial Group, Inc.
	CNO Financial Group, Inc.	Sun Life Financial, Inc.
	Everest Re Group Ltd.	The Hartford Financial Services Group, Inc.
	Genworth Financial, Inc.	Unum Group
	Lincoln National Corp.

2016 PAY DESIGN PEER GROUP

Purpose:	The Pay Design Peer Group is used to evaluate market practices with respect to types of pay vehicles utilized, incentive compensation program designs, performance metrics and pay mix.
How Peer Companies are Chosen:	We use the companies in the Pay Level Peer Group, as well as eight additional companies that were deemed inappropriate comparators for purposes of evaluating pay levels due to size, but which the Compensation Committee believes are useful sources of competitive intelligence regarding pay design and practices.
Last Evaluated:	In 2015, SH&P performed a comprehensive assessment of this group to determine the continued appropriateness of each constituent.
Peer Group Members:	Aflac, Inc.	Munich Re
	American Financial Group, Inc.	PartnerRe Ltd.
	American National Insurance Co.	Principal Financial Group, Inc.
	Assurant, Inc.	Prudential Financial, Inc.
	CNO Financial Group, Inc.	StanCorp Financial Group, Inc.
	Everest Re Group Ltd.	Sun Life Financial, Inc.
	Genworth Financial, Inc.	Swiss Reinsurance Co. Ltd.
	Kemper Corporation	The Hartford Financial Services Group, Inc.
	Lincoln National Corp.	Torchmark Corporation
	Manulife Financial Corp.	Unum Group
	Metlife, Inc.

2016 PERFORMANCE PEER GROUP

Purpose:	The Performance Peer Group is used to evaluate our relative performance for purposes of determining incentive compensation paid.
How Peer Companies are Chosen:	For comparisons of our performance among companies in the life and health insurance and reinsurance industry, we exclude most companies in the property and casualty business because their return profile is not a good comparator; however, we retain two large, global multi-line (property-casualty and life) competitors because they are among the companies against whom we measure our performance and returns.
Last Evaluated:	In 2015, SH&P performed a comprehensive assessment of this group to determine the continued appropriateness of each constituent.
Peer Group Members:	Aflac, Inc.	Principal Financial Group, Inc.
	American National Insurance Co.	Prudential Financial, Inc.
	Assurant, Inc.	StanCorp Financial Group, Inc.
	CNO Financial Group, Inc.	Sun Life Financial, Inc.
	Genworth Financial, Inc.	Swiss Reinsurance Co. Ltd.
	Lincoln National Corp.	The Hartford Financial Services Group, Inc.
	Manulife Financial Corp.	Torchmark Corporation
	Metlife, Inc.	Unum Group
	Munich Re

2016 Peer Group Changes

The Compensation Committee regularly reviews the three groups of companies we use to evaluate our compensation practices for purposes such as pay levels, pay design and performance comparisons. There were no changes to the 2016 peer groups from the previous year.

We plan to continue to review and update these lists periodically in order to ensure that comparators remain appropriate in light of evolving best practices with respect to peer group determinations, mergers and acquisitions, divestitures, growth in our size and the size of those companies in the comparator groups and other changes which might affect the appropriateness of a particular comparator.

How We Use Peer Group Data

When making determinations in 2016 relating to base salary, target total cash compensation, intermediate and long-term incentives and target total direct compensation for our named executive officers, we used the competitive compensation analysis provided by SH&P as the beginning reference point. This analysis included a review and assessment of publicly disclosed proxy data for companies in our Pay Level Peer Group as well as publicly available survey data. While we do not explicitly benchmark our pay levels to particular percentiles, we generally reference the market median when evaluating market practice. In addition to a review of the competitive compensation data provided by SH&P, we also considered individual performance, internal pay equity among positions and levels and the relative importance of positions. We believe that the compensation strategy we established aligns our target compensation with the market median and should allow us to retain our current talent and attract new talent.

2016 COMPENSATION ACTIONS AND RESULTS

Compensation Element #1 - Base Salary

In determining the base salaries of our named executive officers, the Compensation Committee considers our compensation compared to that of the Pay Level Peer Group, as well as published surveys. The Compensation Committee also considers recommendations submitted to it by our Chief Executive Officer for the other named executive officers.

Due to anticipated executive transitions and retirements, the 2016 base salary for Mr. Woodring and Ms. Manning did not change from the previous year. In December 2016, based on her promotion to Chief Executive Officer on January 1, 2017, our marketplace assessment and our compensation strategy, we increased the 2017 base salary for Ms. Manning by approximately 26.7% to $950,000.

In the first quarter of 2017, based upon quantitative results, the recommendations of our Chief Executive Officer and our subjective evaluation of individual performance, the Committee approved the following base salaries for 2017 for the named executive officers as listed below.

2016 AND 2017 NAMED EXECUTIVE OFFICER BASE SALARIES

Name	2016 Percentage Increase	2016 Base Salary	2017 Percentage Increase	2017 Base Salary
A. Greig Woodring¹	0%	$1,080,000	N/A	N/A
Jack B. Lay²	2.8%	$639,950	N/A	N/A
Todd C. Larson³	17.9%	$500,000	4.0%	$520,000
Anna Manning	0%	$750,000	26.7%	$950,000
Alain P. Néemeh	2.9%	$566,500	3.0%	$583,500
Donna H. Kinnaird⁴	2.0%	$577,850	N/A	N/A

¹Mr. Woodring retired from the Company effective December 31, 2016.

²Mr. Lay retired from the Company effective December 30, 2016.

³Mr. Larson received a 17.9% increase to his base salary upon his promotion to Chief Financial Officer, effective May 1, 2016.

⁴Ms. Kinnaird retired from the Company effective January 31, 2017.

Compensation Element #2 - Annual Bonus Plan ("ABP")

2016 Annual Bonus Plan Awards. In February 2016, the Compensation Committee approved the performance goals and business criteria for the named executive officers under the ABP for 2016, including the minimum, target and maximum bonus opportunities, as a percentage of base salary, as described in the table below. Overall Company financial performance must meet certain minimum levels, as determined in advance by the Compensation Committee, before any awards are made. The performance goals the Committee established were meant to require substantial efforts by our management team toward our strategic goals, but at the same time they were intended to be within reach if such efforts are made, and also provide additional rewards for extraordinary achievement. We believe that goals that are too difficult to attain would not have the effect of providing appropriate incentives.



2016 COMPANY ANNUAL BONUS PLAN RESULTS
Metric	Weight	Target	2016 Result	Performance level
Operating Income Per Share¹	50%	$8.90/share	$9.73/share	200.0%
Book Value Per Share Excluding AOCI¹	25%	$89.57/share	$92.59/share	167.4%
New Business Embedded Value	15%	$420.0 million	$501.4 million	151.7%
Annual Operating Revenue¹	10%	$11.1 billion	$11.5 billion	181.5%
Weighted Average				182.8%
¹See "Use of Non-GAAP Financial Measures" on page 83 for reconciliations from GAAP figures to operating figures.

In March 2017, the Compensation Committee approved the ABP awards for our named executive officers for 2016 performance. All our named executive officers had ABP allocations based solely on overall Company financial results, with the exception of Mr. Larson, who had an individual portion for role prior to becoming Chief Financial Officer on May 1, 2016. The weighted average of the Company-wide ABP metrics for 2016 performance was 182.8%.

The following table describes the minimum, target and maximum bonus opportunities for the named executive officers (as a percentage of base salary) as approved by the Compensation Committee in February 2016, and the actual ABP payments for 2016 performance, as approved by the Committee in March 2017:



2016 INDIVIDUAL ANNUAL BONUS PLAN RESULTS
Name	2016 Bonus at Threshold	2016 Bonus at Target	2016 Bonus at Maximum	Actual Bonus Percentage for 2016	Actual Bonus Payment for 2016
A. Greig Woodring	65%	130%	260%	237.6%	$2,565,886
Jack B. Lay	50%	100%	200%	182.8%	$1,169,541
Todd C. Larson¹	37%	73%	147%	129.4%	$647,689
Anna Manning	50%	100%	200%	182.8%	$1,370,662
Alain P. Néemeh	50%	100%	200%	182.8%	$1,035,314
Donna H. Kinnaird	50%	100%	200%	182.8%	$1,056,050
¹Mr. Larson's bonus target for 2016 was increased to 80% upon his promotion to Chief Financial Officer, effective May 1, 2016. As a result, he received a pro-rated bonus based on his targets and weightings for the two different positions held during 2016.

2017 Annual Bonus Plan and Opportunities. The 2017 ABP objectives for Ms. Manning and Messrs. Larson and Néemeh will be tied solely to overall Company financial performance, measured 50% on annual operating income per share, 25% on book value per share excluding AOCI, 15% on NBEV and 10% on operating revenue, with awards based on a specified percentage of salary. In addition, overall Company earnings per share must meet a certain minimum level, as determined in advance by the Compensation Committee, before any awards are made.

Commencing with the 2016 plan year, the Compensation Committee approved replacing the annual consolidated revenues metric with annual operating revenue, a non-GAAP financial measure, as a basis for establishing target levels and awards under the ABP. Annual consolidated operating revenues is total revenues earned by the Company less any excluded transactions undertaken for capital management or risk management purposes during the annual performance period. The Company believes that operating revenue better measures the underlying trends of our continuing operations and management actions, primarily because it may exclude certain transactions undertaken for capital management or risk management purposes that may negatively impact revenue growth (such as retroceded blocks of business).

In certain circumstances, the Compensation Committee may exclude such transactions from target amounts and/or results of operating revenue in determining annual payouts under the ABP.

In March 2017, the Compensation Committee approved the performance measures and bonus opportunities for the 2017 ABP.



2017 ANNUAL BONUS PLAN OPPORTUNITIES
Name	2017 Bonus at Threshold	2017 Bonus at Target	2017 Bonus at Maximum
Anna Manning	65%	130%	260%
Todd C. Larson	40%	80%	160%
Alain P. Néemeh	50%	100%	200%

Compensation Element #3 - Performance Contingent Shares ("PCS")

2013-2015 PCS Results. In February 2013, we established the target and range for cumulative revenue growth rate, three-year operating ROE and three-year Relative ROE for the period beginning in 2013 at levels that were consistent with our intermediate-term goals for those measures. The payout results for the 2013-2015 PCS grants were determined in late April 2016 and payments were made in May 2016. The following table describes the PCS payouts for the 2013-2015 performance period:

2013-2015 PERFORMANCE CONTINGENT SHARE PAYOUT

	Name	Percentage Payout	Number of Shares Acquired on Payout	Value Realized on Payout
	Name	Percentage Payout	Number of Shares Acquired on Payout	Value Realized on Payout
	A. Greig Woodring	40%	9,529	$909,067
	Jack B. Lay	40%	2,377	$226,766
	Todd C. Larson	40%	1,089	$103,891
	Anna Manning	40%	1,565	$149,301
	Alain P. Néemeh	40%	1,596	$152,258
	Donna H. Kinnaird	40%	1,753	$167,236

2014-2016 PCS Results. In February 2014, the Compensation Committee established the target and range for cumulative revenue growth rate, three-year operating ROE and three-year Relative ROE for the period beginning in 2014 at levels that were consistent with our intermediate-term goals for those measures. As a result, at the time of grant, we believed that achievement of the target cumulative revenue growth rate and operating return on equity would require a high level of financial and operating performance. We believed the goals and ranges we established for these grants of PCS were challenging but achievable.

The performance period for the 2014 PCS grant began on January 1, 2014 and ended on December 31, 2016. In February 2017, the Compensation Committee reviewed the results for the 2014-2016 performance period and determined that our cumulative revenue for the three-year period did not meet threshold performance level. Our ROE exceeded threshold performance level, but did not reach the target performance level. Because the relative return on equity measure is dependent upon public availability of financial results from our peer companies, our performance for the relative return on equity metric will not be approved by the Compensation Committee until late April 2017, after the filing of this Proxy Statement. Payments will be made in May 2017. These payments will be fully disclosed in our 2018 Proxy Statement.

Actual results are interpolated to determine the performance level achieved among the threshold, target and maximum goals established by the Committee. The following table describes the goals established in February 2014 and actual results available as of April 2017:



2014-2016 PCS RESULTS
Performance Measure	Weight	Threshold	Target	Maximum	Actual	Percentage of Target Payout
Cumulative Revenue Growth Rate	33.0%	3%	5%	7%	2.9%	0%
Three-Year Operating ROE¹	33.5%	9.5%	11.5%	13.5%	11.5%	98.9%
Three-Year Relative ROE	33.5%	25th Percentile	50th Percentile	75th Percentile	TBD	TBD
Weighted Average					TBD	TBD
¹See "Use of Non-GAAP Financial Measures" on page 83 for reconciliations from GAAP figures to operating figures.

For additional information, see "Compensation Tables and Other Matters - SARs and Option Exercises and Stock Vested in 2016."

2015-2017 PCS Awards. In February 2015, the Compensation Committee established the targets and ranges for the 2015 PCS grants. The Committee continued the use of cumulative revenue growth rate, three-year operating ROE and three-year Relative ROE as the performance measures in the same weightings as used in the prior year. The performance period for the 2015 PCS grant began on January 1, 2015 and will end on December 31, 2017.

2016-2018 PCS Awards. In February 2016, the Compensation Committee established the targets and ranges for the 2016 PCS grants. Commencing with this plan period, the cumulative revenue growth rate metric was replaced with cumulative operating revenue growth rate, a non-GAAP financial measure, as a basis for establishing target levels and awards. Cumulative operating revenue growth rate is the compounded average growth rate of the Company's consolidated operating revenue over the three-year performance period using the Company's annual consolidated operating revenue for the fiscal year immediately preceding the date of grant as the base year. We believe that cumulative operating revenue growth rate better measures the underlying trends of our continuing operations and management actions, primarily because it may exclude certain transactions undertaken for capital management or risk management purposes that may negatively impact revenue growth (such as retroceded blocks of business). The performance period for the 2016 PCS grant began on January 1, 2016 and will end on December 31, 2018.

The Committee established the targets and ranges for cumulative operating revenue growth rate, three-year operating ROE and three-year Relative ROE for the period beginning in 2016 at levels that are consistent with our intermediate-term goals for those measures. As a result, we believe that achievement of the targets will require a high level of financial and operating performance.



2016-2018 PERFORMANCE CONTINGENT SHARE GRANTS
Performance Measure	Weight	Threshold	Target	Maximum
Cumulative Operating Revenue Growth Rate¹	33.0%	1%	3%	5%
Three-Year Operating Return on Equity¹	33.5%	8.5%	10.5%	12.5%
Three-Year Relative Return on Equity	33.5%	25th Percentile	50th Percentile	75th Percentile
¹See "Use of Non-GAAP Financial Measures" on page 83 for reconciliations from GAAP figures to operating figures.

See "Compensation Tables and Other Matters - Grants of Plan-Based Awards in 2016" for a description of the 2016 PCS grants.

Woodring 2016 PCS Award. On March 4, 2016, the Compensation Committee granted Mr. Woodring a PCS award of 42,500 shares of the Company’s common stock, subject to the terms, conditions and limitations stated in the Performance Contingent Share Agreement executed between the

Company and Mr. Woodring and the Company's Flexible Stock Plan. The terms of the award were identical to the terms of awards of performance contingent shares made by the Company to other participants in 2016; however, rather than fully vesting at the end of the three-year performance period, the PCS award fully vested upon Mr. Woodring's retirement from the Company on December 31, 2016. As with the awards made to other participants, settlement of the PCS award will be made in shares of Company common stock as soon as practicable following the last day of the three-year performance period, if the performance goals over such performance period are met, as determined and approved by the Committee.

2017-2019 PCS Awards. In March 2017, the Compensation Committee established the targets and ranges for the 2017 PCS grants. The Committee established the targets and ranges for cumulative operating revenue growth rate, three-year operating ROE and three-year Relative ROE for the period beginning in 2017 at levels that are consistent with our intermediate-term goals for those measures. As a result, the Compensation Committee believes that achievement of the targets will require a high level of financial and operating performance. The performance period for the 2017 PCS grant began on January 1, 2017 and will end on December 31, 2019.

2017 PERFORMANCE CONTINGENT SHARE GRANTS

Name	Number of PCS Granted
Anna Manning	18,762
Todd C. Larson	3,608
Alain P. Néemeh	4,048

Compensation Element #4 - Stock Appreciation Rights ("SARs")

2016 SARs Grant. In March 2016, the Compensation Committee approved the 2016 annual SARs awards for our named executive officers. The vesting schedule for the annual SARs grant is four years (vesting 25% at the end of each of the first four years). We made these grants because we believe that SARs are an appropriate vehicle for providing long-term value to participants because of the alignment to long-term shareholder value. The SARs granted in March 2016 have a strike price of $93.53, which was the closing price of our stock on the date the grants were approved. The grants were made pursuant to the terms of the Flexible Stock Plan and award agreements. See "Compensation Tables and Other Matters - Grants of Plan-Based Awards in 2016" for a description of the 2016 annual SARs grants.

The following table describes the 2016 annual SARs awards for the named executive officers:

2016 SARs GRANTS

Name	Number of SARs Granted
A. Greig Woodring	70,704
Jack B. Lay	10,245
Todd C. Larson	9,669
Anna Manning	26,681
Alain P. Néemeh	9,669
Donna H. Kinnaird	9,669

2017 SARs Grant. In March 2017, the Compensation Committee approved the 2017 annual SARs awards for the named executive officers, as follows:

2017 SARs GRANTS

Name	Number of SARs Granted
Anna Manning	27,919
Todd C. Larson	5,369
Alain P. Néemeh	6,024

The vesting schedule for the annual SARs grant is four years (vesting 25% at the end of each year). The SARs have a strike price of $129.72, which was the closing price of our stock on March 3, 2017, the date the grants were approved.

Compensation Element #5 - Retirement and Pension Benefits

For 2016 and in compliance with the terms of the plans described herein, our executive officers received Company contributions (where applicable) based upon their completion of a year of credited service and compensation (base pay and cash bonus) earned. Additionally, the contributions made by the Company on their behalf were in compliance with the U.S. Internal Revenue Code and the Canadian Income Tax Act and other provincial legislation for the Canadian executive officers.

U.S. Plans

Under the qualified and non-qualified Pension Plans and Savings Plans, and assuming a retirement on December 31, 2016, the named executive officers would be eligible to receive the benefits listed below:

Qualified and Non-qualified Pension Plans. As of the completion of 2016, Messrs. Woodring and Lay and Ms. Kinnaird met the vesting and retirement eligibility and were eligible to receive the benefits in accordance with the plan guidelines. Mr. Larson met the vesting requirements but did not meet the eligibility guidelines for retirement benefits. Ms. Manning was not a participant in the US plans during 2016.

Qualified and Non-qualified Savings Plans. As of the completion of 2016, Messrs. Woodring and Lay and Ms. Kinnaird met the vesting requirements of the Qualified and Non-qualified Savings Plans and at retirement may choose to retain the accounts as administered by the Company or roll the funds to accounts outside of the plans. Mr. Larson met the vesting requirements but did not meet the eligibility guidelines for retirement benefits. Ms. Manning began participating in the plan in October 2016 and has met the vesting requirements due to her service with related entities.

Canadian Plans

Under the Registered Pension Plan and the SERP, and assuming a retirement on December 31, 2016, the Canadian named executive officers who would be eligible to receive benefits are listed below:

Registered Pension Plan. Ms. Manning meets the vesting and early retirement eligibility requirements and is eligible to receive the benefits in accordance to the plan guidelines. Mr. Néemeh does not yet meet the early retirement eligibility criteria.

Supplemental Executive Retirement Plan. Ms. Manning meets the vesting and early retirement eligibility requirements and is eligible to receive the benefits in accordance to the plan guidelines. Mr. Néemeh does not yet meet the early retirement eligibility criteria.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on its review and discussions with management, the Compensation Committee recommended to the Board of Directors that the portions of this Compensation Discussion and Analysis described in Regulation S-K Item 402(b) be included in this Proxy Statement. This report is provided by the following independent directors, who comprise the Committee as of the date of this Proxy Statement:

John F. Danahy, Chairman

J. Cliff Eason

Joyce A. Phillips

Frederick J. Sievert

Stanley B. Tulin

COMPENSATION TABLES AND OTHER MATTERS

EXECUTIVE COMPENSATION TABLES

Summary Compensation Table



Name and Principal Position	Year	Salary¹	Bonus	Stock Awards²	Option Awards³	Non-Equity Incentive Plan Compensation⁴	Change in Pension Value and Nonqualified Deferred Compensation Earnings⁵	All Other Compensation⁶	Total
A. Greig Woodring CEO	2016	$1,229,538	---	$3,975,025	$1,733,662	$2,565,886	$807,864	$92,960	$10,404,935
	2015	$1,117,692	---	$2,775,019	$1,305,222	$1,431,875	$2,697,661	$43,510	$9,370,979
	2014	$1,056,154	---	$2,499,745	$1,046,343	$2,681,927	$2,119,230	$66,916	$9,470,315
Jack B. Lay Sr. EVP and former CFO	2016	$637,181	---	$575,958	$251,207	$1,169,541	$226,441	$91,335	$2,951,663
	2015	$642,025	---	$559,723	$263,268	$634,302	$573,827	$103,791	$2,776,936
	2014	$598,104	---	$541,747	$226,764	$1,054,388	$396,351	$63,628	$2,880,982
Todd C. Larson Sr. EVP and CFO⁷	2016	$472,428	---	$543,596	$237,084	$647,689	$96,605	$43,791	$2,041,193
Anna Manning President	2016	$750,000	---	$1,500,034	$654,218	$1,370,662	$166,420	$307,550	$4,748,884
Anna Manning President	2015	$521,811	---	$532,795	$3,250,617	$560,923	$650,738	$11,845	$5,528,729
Alain P. Néemeh Sr. EVP	2016	$563,750	---	$543,596	$237,084	$1,035,314	$928,823	$15,475	$3,324,042
Alain P. Néemeh Sr. EVP	2015	$498,566	---	$532,795	$2,250,617	$560,923	$668,312	$15,276	$4,526,489
Donna H. Kinnaird Sr. EVP and COO	2016	$576,104	---	$543,596	$237,084	$1,056,050	$135,619	$55,287	$2,603,740
	2015	$585,115	---	$1,132,788	$250,617	$577,751	$170,060	$36,503	$2,752,834
	2014	$535,750	---	$397,815	$166,527	$856,350	$80,401	$57,764	$2,094,607

This column includes any amounts deferred at the election of the executive officers under the Company's Executive Deferred Savings Plan and retirement Savings Plan. For 2016, the amount for Mr. Wooding includes amounts paid related to earned vacation not taken. For 2016, the base salary for Ms. Manning was determined in USD and converted to CAD on a monthly basis until she transferred to the US payroll system in conjunction with her relocation on April 23, 2016. For 2016, the base salary for Mr. Néemeh was determined in USD and converted to CAD on a monthly basis.

This column represents the grant date fair value of PCS units granted in such year, using probable outcomes of performance conditions, in accordance with Accounting Standards Codification: 718 – Compensation – Stock Compensation ("ASC 718"). For additional information on the valuation assumptions, refer to note 18 of the Company’s financial statements in the Form 10-K for the year ended December 31, 2016, as filed with the SEC. See also "Grants of Plan-Based Awards in 2016" for information on awards made in 2016. These amounts reflect

the grant date fair value for these awards, and do not correspond to the actual value that may be recognized by the named executive officers.

This column represents the grant date fair value of SARs and RSUs granted in such year, in accordance with ASC 718. For additional information on the valuation assumptions, refer to note 18 of the Company’s financial statements in the Form 10-K for the year ended December 31, 2016, as filed with the SEC. See also "Grants of Plan-Based Awards in 2016" for information on SARs granted in March 2016. These amounts reflect the grant date fair value for these awards and do not correspond to the actual value that may be recognized by the named executive officers.


4.	Includes for all named executive officers, cash incentives earned for performance during each fiscal year and paid in March of the following year (including any incentives deferred at the election of the executive officers) under the Annual Bonus Plan.

This column represents the sum of the change in pension value in each fiscal year for each of the named executive officers. The overall change in pension value for Mr. Woodring from 2015 to 2016 was smaller this year relative to prior years due to a smaller increase in cash compensation compared with prior years. The increase in pension value for 2016 is attributable to additional service and compensation as well as an increase due to assumptions and age. We do not pay above-market or preferential earnings on any account balances; therefore, this column does not reflect any amounts relating to nonqualified deferred compensation earnings. See the "Pension Benefits in 2016" and "Nonqualified Deferred Compensation in 2016" tables for additional information.

The change in pension value for the Canadian named executive officers (Ms. Manning until April 22, 2016 and Mr. Néemeh), represents the sum of the change in pension value in each fiscal year for the defined benefit executive retirement plan (SERP). The change in pension value for the Canadian executive retirement plan (SERP) is due to changes in interest rate assumptions as well service accrual and changes in the average pensionable earnings.

Amount includes contributions by the Company to the officers’ accounts in qualified and nonqualified plans for the 2016 plan year. Includes life insurance premiums paid by the Company on behalf of Messrs. Woodring, Lay and Larson and Ms. Manning and Ms. Kinnaird. Includes Company contributions for 2016 under the Savings Plan of $18,550 for Messrs. Woodring, Lay, Larson and Ms. Kinnaird, as well as $9,627 for Ms. Manning. Also includes Company contributions for 2016 under the Augmented Savings Plans of $58,678 for Mr. Woodring, $16,309 for Mr. Lay, $21,290 for Mr. Larson, $16,303 for Ms. Manning and $22,527 for Ms. Kinnaird. Includes Company matching contributions for 2016 under the EDSP Plan of $40,774 for Mr. Lay.

Messrs. Woodring, Lay and Larson made qualified employee contributions of $24,000 (includes a $6,000 catch-up contribution), Ms. Kinnaird made qualified employee contributions of $18,000 and Ms. Manning made qualified employee contributions of $4,327.

For 2016, amount also includes the following expenses related to Ms. Manning's physical transfer to the US: relocation expenses of $15,230; payment to off-set lost Company contributions related to the qualified and non-qualified Performance Pension Plans of $199,708; qualified and non-qualified defined contribution saving plans payment due to Ms. Manning's residency status and related waiting periods of $49,517.

For 2016, amount also includes a travel voucher and gross up for Mr. Jack Lay in the amount of $3,751 provided as a retirement gift.


7.	Mr. Larson succeeded Mr. Lay as Chief Financial Officer on May 1, 2016.

Grants of Plan-Based Awards in 2016

This table provides the following information about equity and non-equity awards granted to the named executive officers in 2016: (1) the grant date; (2) the estimated future payouts under non-equity incentive plan awards, which consist of potential payouts under the Annual Bonus Plan award granted in 2016 for the 2016 performance period; (3) estimated future payouts under equity incentive plan awards, which consist of potential payouts under the PCS grants in 2016 for the 2016-2018 performance period; (4) all other option awards, which consist of the SARs granted to the named executive officers in 2016; (5) the strike price of the SARs granted, which reflects the closing price of Company stock on the date of grant and (6) the grant date fair value of each equity grant calculated under ASC 718.

GRANTS OF PLAN-BASED AWARDS IN 2016

Name	Grant Date	Estimated Future Payments Under Non-Equity Incentive Plan Awards¹			Estimated Future Payments Under Equity Incentive Plan Awards (Number of Shares)²			All Other Stock Awards: Number of Shares of Stock or Units	All Other Option Awards: Number of Securities Underlying Options³	Exercise of Base Price of Option Awards⁴	Grant Date Fair Value of Stock and Option Awards⁵
Name	Grant Date	Threshold	Target	Maximum	Threshold	Target	Maximum	All Other Stock Awards: Number of Shares of Stock or Units		Exercise of Base Price of Option Awards⁴	Grant Date Fair Value of Stock and Option Awards⁵
A. Greig Woodring	3/4/2016	$702,000	$1,404,000	$2,808,000	---	---	---	---	---	---	---
		---	---	---	21,250	42,500	85,000	---	---	---	$3,975,025
		---	---	---	---	---	---	---	70,704	$93.53	$1,733,662
Jack B. Lay	3/4/2016	$319,975	$639,950	$1,279,900	---	---	---	---	---	---	---
		---	---	---	3,079	6,158	12,316	---	---	---	$575,958
		---	---	---	---	---	---	---	10,245	$93.53	$251,207
Todd C. Larson	3/4/2016	$200,000	$400,000	$800,000	---	---	---	---	---	---	---
		---	---	---	2,906	5,812	11,624	---	---	---	$543,596
		---	---	---	---	---	---	---	9,669	$93.53	$237,084
Anna Manning	3/4/2016	$375,000	$750,000	$1,500,000	---	---	---	---	---	---	---
		---	---	---	8,019	16,038	32,076	---	---	---	$1,500,034
		---	---	---	---	---	---	---	26,681	$93.53	$654,218
Alain P. Néemeh	3/4/2016	$283,250	$566,500	$1,133,000	---	---	---	---	---	---	---
		---	---	---	2,906	5,812	11,624	---	---	---	$543,596
		---	---	---	---	---	---	---	9,669	$93.53	$237,084
Donna H. Kinnaird	3/4/2016	$288,925	$577,850	$1,155,700	---	---	---	---	---	---	---
		---	---	---	2,906	5,812	11,624	---	---	---	$543,596
		---	---	---	---	---	---	---	9,669	$93.53	$237,084

These columns reflect the potential value of the payment for 2016 performance under the ABP for each named executive if the minimum, target or maximum goals are satisfied. The potential payments are performance-driven and are therefore completely at risk. The performance measures, salary and bonus multiples for determining the payments are described in the CD&A. The bonus amount for actual 2016 performance was determined in March 2017 based on the metrics described in the CD&A and is included in the "Summary Compensation Table" in the column titled "Non-Equity Incentive Plan Compensation." Mr. Larson's ABP threshold, target and maximum amounts are based on compensation received as Chief Financial Officer, effective as of May 1, 2016.

This column reflects the number of PCS units granted in March 2016 under our Flexible Stock Plan, which may convert into shares of Company stock at the end of the three-year performance period if the specified performance levels are achieved. The performance period commenced January 1, 2016 and ends December 31, 2018. If the threshold level of performance is met, the award of shares starts at 50% (target is 100% and maximum is 200%). Mr. Larson's estimated future payments are based on his base salary and bonus target as Chief Financial Officer, effective as of May 1, 2016.


3.	This column reflects the number of SARs granted in March 2016, which vest and become exercisable in four equal annual installments of 25%, beginning on December 31, 2016.


4.	This column reflects the strike price per share of common stock for the SARs granted, which is the closing price of the common stock on March 4, 2016, the date the Compensation Committee approved the grants.

This column reflects the full grant date fair value of PCS units under ASC 718 and the full grant date fair value of SARs under ASC 718 granted to the named executive officers in 2016. See notes 2 and 3 of the "Summary Compensation Table" for a discussion of fair value calculation related to the PCS and SARs respectively. For PCS units with the grant date of March 4, 2016, fair value is calculated using the closing price of Company stock of $93.53. These PCS awards fully vest at the end of the three-year performance period for all participants receiving these PCS awards, other than A. Greig Woodring. Pursuant to the terms, conditions and limitations stated in the Performance Contingent Share Agreement executed between the Company and Mr. Woodring, his PCS award of 42,500 shares of Company common stock fully vested upon his retirement from the Company on December 31, 2016.

For SARs with a grant date of March 4, 2016, fair value is calculated using the Black-Scholes value of $24.52. For additional information on the valuation assumptions, refer to note 18 of the Company’s financial statements in the Form 10-K for the year ended December 31, 2016, as filed with the SEC. These amounts reflect the grant date fair value, and do not correspond to the actual value that will be recognized by the named executive officers. For example, the PCS units are subject to specified performance objectives over the performance period, with 33% tied to cumulative revenue growth rate, 33.5% tied to three-year operating ROE and 33.5% tied to three-year Relative ROE. The grant date fair value is calculated assuming a target payout.

Outstanding Equity Awards at 2016 Year-End

The following table provides information on the 2016 year-end holdings of SARs, RSUs, stock options and PCS by our named executive officers. This table includes vested and unvested SARs, RSU and option awards and unvested PCS grants with performance conditions that have not yet been satisfied. The vesting schedule for each grant is described in the footnotes following this table, based on the grant date. The market value of the stock awards is based on the closing market price of Company stock as of December 31, 2016, which was $125.83. The PCS grants are subject to specified performance objectives over the performance period. For additional information about the option awards and stock awards, see the description of equity incentive compensation in the CD&A.

OUTSTANDING EQUITY AWARDS AT 2016 YEAR-END

Option Awards¹						Stock Awards
Grant Date	Number of Securities of Underlying Unexercised Options (Exercisable)³	Number of Securities Underlying Unexercised Options (Unexercisable)	Equity Incentive Plan Awards: Number of Securities Underlying Unearned Options	Option Exercise Price	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested²	Market Value of Shares or Units or Stock That Have Not Vested²	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested^3,4	Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested^3,4
A. Greig Woodring
2/20/2008	32,225			$56.03	2/20/2018
2/18/2009	30,127			$32.20	2/18/2019
2/19/2010	46,392			$47.10	2/19/2020
2/22/2011	34,061			$59.74	2/22/2021
2/28/2012	53,991			$56.65	2/28/2022
2/21/2013	68,237			$58.77	2/21/2023
3/7/2014	29,325	9,776		$78.48	3/7/2024
3/6/2015	21,717	21,718		$90.06	3/6/2025			30,813	$3,877,200
3/4/2016	17,676	53,028		$93.53	3/4/2026
Jack B. Lay
2/28/2012	16,197			$56.65	2/28/2022
2/21/2013	17,019			$58.77	2/21/2023
3/7/2014	6,355	2,119		$78.48	3/7/2024
3/6/2015	4,380	4,381		$90.06	3/6/2025			6,215	$782,033
3/4/2016	2,561	7,684		$93.53	3/4/2026			6,158	$774,861
Todd C. Larson
2/20/2008	4,536			$56.03	2/20/2018
2/19/2010	9,336			$47.10	2/19/2020
2/22/2011	5,753			$59.74	2/22/2021
2/28/2012	7,324			$56.65	2/28/2022
2/21/2013	7,799			$58.77	2/21/2023
3/7/2014	2,886	962		$78.48	3/7/2024
3/6/2015	1,963	1,963		$90.06	3/6/2025			2,785	$350,437
3/4/2016	2,417	7,252		$93.53	3/4/2026			5,812	$731,324
Anna Manning
2/18/2009	7,056			$32.20	2/18/2019
2/19/2010	6,336			$47.10	2/19/2020
2/22/2011	8,326			$59.74	2/22/2021
2/28/2012	10,563			$56.65	2/28/2022
2/21/2013	11,210			$58.77	2/21/2023
3/7/2014	4,135	1,379		$78.48	3/7/2024
3/6/2015	4,170	4,170		$90.06	3/6/2025			5,916	$744,410
12/1/2015		153,453		$93.21	12/1/2025
3/4/2016	6,670	20,011		$93.53	3/4/2026			16,038	$2,018,062
Alain P. Néemeh
2/22/2011	8,326			$59.74	2/22/2021
2/28/2012	10,563			$56.65	2/28/2022
2/21/2013	11,426			$58.77	2/21/2023
3/7/2014	4,135	1,379		$78.48	3/7/2024
3/6/2015