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							Underwriting
			Price to				Discounts and				Proceeds to RGA
			Public				Commissions				(before expenses)
Per Debenture			$	996.60				1.00	%		$	986.60
	Total		$	398,640,000.00			$	4,000,000.00			$	394,640,000.00

MORGAN STANLEY		LEHMAN BROTHERS
(Structuring Advisor)

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Prospectus Supplement		Page
About this Prospectus Supplement			S-ii
Prospectus Supplement Summary			S-1
Risk Factors			S-13
Cautionary Statement Regarding Forward-Looking Statements			S-26
Use of Proceeds			S-28
Capitalization			S-29
Selected Consolidated Financial Information			S-30
Description of the Debentures			S-32
Material U.S. Federal Income Tax Considerations			S-48
Underwriters			S-51
Legal Matters			S-53
Where You Can Find More Information			S-54
Incorporation of Certain Documents by Reference			S-55

Prospectus		Page
Risk Factors			1
About this Prospectus			11
Where You Can Find More Information			12
Incorporation of Certain Documents by Reference			13
Cautionary Statement Regarding Forward-Looking Statements			13
Information about RGA			15
Information about the RGA Trusts			16
Use of Proceeds			17
Ratio of Earnings to Fixed Charges and Ratio of Combined Fixed Charges and Preference Dividends to Earnings			17
Description of Debt Securities of RGA			18
Description of Capital Stock of RGA			33
Description of Depositary Shares of RGA			41
Description of Warrants of RGA			44
Description of Purchase Contracts of RGA			45
Description of Units			46
Description of Preferred Securities of the RGA Trusts			46
Description of the Preferred Securities Guarantees of RGA			49
Effect of Obligations under the Junior Subordinated Debt Securities and the Preferred Securities Guarantees			52
Selling Shareholders			54
Our Relationship with MetLife			55
Plan of Distribution			57
Legal Matters			59
Experts			60

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	•	whether interest payments have been made and are likely to be made on the debentures from time to time;
	•	our creditworthiness, financial condition, performance and prospects;
	•	whether the ratings on the debentures provided by any ratings agency have changed;
	•	the market for similar securities; and
	•	economic, financial, geopolitical, regulatory or judicial events that affect us or the financial markets generally.

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	•	The availability of collateral and the related cost of such collateral in the future could affect the type and volume of business we reinsure and could increase our costs.

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	•	We may need to raise additional capital to support higher regulatory reserves, which could increase our overall cost of capital.
	•	If we, or our reinsurers, are unable to obtain or provide sufficient collateral to support our statutory ceded reserves, we may be required to increase regulatory reserves. In turn, this reserve increase could significantly reduce our statutory capital levels and adversely affect our ability to satisfy required regulatory capital levels that apply to us, unless we are able to raise additional capital to contribute to our operating subsidiaries.
	•	Because term life insurance is a particularly price-sensitive product, any increase in insurance premiums charged on these products by life insurance companies, in order to compensate them for the increased statutory reserve requirements or higher costs of insurance they face, may result in a significant loss of volume in their, and as a result, our life reinsurance operations.

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	•	the ability to integrate the acquired business operations and data with our systems;
	•	the availability of funding sufficient to meet increased capital needs;
	•	the ability to hire management personnel required for expanded operations;
	•	the ability to fund cash flow shortages that may occur if anticipated revenues are not realized or are delayed, whether by general economic or market conditions or unforeseen internal difficulties; and
	•	the possibility that the value of investments acquired in an acquisition may be lower than expected or may diminish due to credit defaults or changes in interest rates and that liabilities assumed may be greater than expected (due to, among other factors, less favorable than expected mortality or morbidity experience).

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	•	managing the growth of these operations effectively, particularly given how fast they have grown;
	•	changes in mortality and morbidity experience and the supply and demand for our products that are specific to these markets and that may be difficult to anticipate;
	•	uncertainty arising out of foreign government sovereignty over our international operations; and
	•	potentially uncertain or adverse tax consequences, including regarding the repatriation of earnings from our non-U.S. subsidiaries.

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	•	projections of our earnings, revenues, income or loss or capital expenditures;
	•	our plans for future operations and financing needs or plans; and
	•	assumptions relating to the foregoing.

	•	changes in our financial strength and credit ratings or those of MetLife, and the effect of such changes on our future results of operations and financial condition;
	•	adverse changes in mortality, morbidity or claims experience;
	•	inadequate risk analysis and underwriting;
	•	general economic conditions or a prolonged economic downturn affecting the demand for insurance and reinsurance in our current and planned markets;
	•	the threat of natural disasters, catastrophes, terrorist attacks, epidemics or pandemics anywhere in the world where we or our clients do business;
	•	competitive factors and competitors’ responses to our initiatives;
	•	changes in laws, regulations and accounting standards applicable to us, our subsidiaries or our business;
	•	regulatory action that may be taken by state Departments of Insurance with respect to us, MetLife or its subsidiaries;
	•	the availability and cost of collateral necessary for regulatory reserves and capital;
	•	market or economic conditions that adversely affect our ability to make timely sales of investment securities;
	•	risks inherent in our management and investing strategy, including changes in investment portfolio yields due to interest rate or credit quality changes;
	•	fluctuations in U.S. or foreign currency exchange rates, interest rates, or securities and real estate markets;
	•	adverse litigation or arbitration results;
	•	the stability of and actions by governments and economies in the markets in which we operate;
	•	the success of our clients;
	•	successful execution of our entry into new markets;
	•	successful development and introduction of new products and distribution opportunities;
	•	our ability to successfully integrate and operate reinsurance businesses that we acquire;

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	•	our dependence on third parties, including those insurance companies and reinsurers to which we cede some reinsurance, third-party investment managers and others;
	•	the adequacy of reserves, resources and accurate information relating to settlements, awards and terminated and discontinued lines of business;
	•	the effect of our status as a holding company and regulatory restrictions on our ability to pay principal of and interest on our debt obligations;
	•	risks related to MetLife’s ownership of and influence on us; and
	•	other risks and uncertainties described in this prospectus supplement and in our other filings with the Securities and Exchange Commission.

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	•	to repay approximately $100 million of our 7.25% senior notes due 2006 when they mature on April 1, 2006;
	•	to purchase approximately $100 million of our common stock, which we expect to effect through an accelerated share repurchase program with Morgan Stanley & Co. Incorporated, the representative of the underwriters of this offering; however, if the gross proceeds are less than $400 million, we may reduce the amount of stock repurchased or cancel the stock repurchase in its entirety; and
	•	the balance for general corporate purposes.

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	•	on an actual consolidated basis as of September 30, 2005; and
	•	as adjusted to give effect to this offering.

					At September 30, 2005
					Actual				As
					(Unaudited)				Adjusted
Debt
					($ in millions)
	Borrowings under short-term revolving credit facilities				$	26.7			$	26.7
	Borrowings under long-term revolving credit facilities					76.5				76.5
	7.25% senior notes due 2006					99.9				—
	6.75% senior notes due 2011					199.9				199.9
	6.75% junior subordinated debentures due 2065					—				400.0
		Total short- and long-term debt				403.0				703.1
	5.75% Cumulative Trust Preferred Securities due 2051 (1)					158.5				158.5
Stockholders’ equity:
	Preferred stock, par value $.01 per share; 10,000,000 shares authorized; no shares issued or outstanding					—				—
	Common stock, par value $.01 per share; 140,000,000 shares authorized, 63,128,273 shares issued at September 30, 2005					0.6				0.6
	Warrants					66.9				66.9
	Additional paid-in capital					1,050.7				1,050.7
	Retained earnings					985.7				985.7
	Accumulated other comprehensive income					436.5				436.5
			less actual treasury shares held of 487,640 and as adjusted treasury shares held of 2,633,562 at cost at September 30, 2005(2)			(14.1	)			(114.1	)
		Total stockholders’ equity before treasury stock				2,526.3				2,426.3
		Total capitalization				3,087.8				3,287.9

(1)	Each Trust PIERS unit consists of a 5.75% cumulative trust preferred security, stated liquidation amount $50 per security, issued by RGA Capital Trust 1, a wholly-owned subsidiary of RGA, with a detachable warrant to purchase shares of our common stock at an exercise price of $50 per warrant at maturity, subject to adjustment. “PIERS” and “Preferred Income Equity Redeemable Securities” are service marks of Lehman Brothers Inc.
(2)	As adjusted column assumes $100.0 million used to purchase RGA common stock into treasury at a per share price of $46.60, the closing price of our common stock on the New York Stock Exchange on December 5, 2005, the date of this prospectus supplement.

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																								Nine Months
																								Ended
				Years Ended December 31,																				September 30,
				2000				2001				2002				2003				2004				2004				2005
				(Dollars in millions, except per share data)
INCOME STATEMENT DATA:
Revenues:
	Net premiums			$	1,404.1			$	1,661.8			$	1,980.7			$	2,643.2			$	3,347.4			$	2,430.6			$	2,806.7
	Investment income, net of related expenses				326.5				340.6				374.5				465.6				580.5				412.3				469.8
	Realized capital, net gains (losses)				(28.7	)			(68.4	)			(14.6	)			5.3				29.5				31.8				19.6
Changes in value of embedded derivatives (1)					—				—				—				43.6				26.1				0.4				6.2
	Other revenues				23.8				34.3				41.4				47.3				55.4				40.0				43.7
		Total revenues			1,725.7				1,968.3				2,382.0				3,205.0				4,038.9				2,915.1				3,346.0
Benefits and expenses:
	Claims and other policy benefits				1,103.6				1,376.8				1,539.5				2,108.4				2,678.5				1,923.5				2,340.3
	Interest credited				104.8				111.7				126.7				179.7				198.9				138.7				153.6
	Policy acquisition costs and other insurance expenses				243.5				304.2				391.5				458.2				591.0				425.3				460.6
Change in deferred acquisition costs associated with change in value of embedded derivatives(1)					—				—				—				30.7				22.9				4.3				6.0
	Other expenses				81.2				91.3				94.8				119.6				140.0				105.3				109.0
	Interest expense				17.6				18.1				35.5				36.8				38.4				28.7				29.8
		Total benefits and expenses			1,550.7				1,902.1				2,188.0				2,933.4				3,669.7				2,625.8				3,099.3
Income from continuing operations before income taxes					175.0				66.2				194.0				271.6				369.2				289.3				246.7
Provision for income taxes					69.2				26.3				65.5				93.3				123.9				99.9				80.8
Income from continuing operations					105.8				39.9				128.5				178.3				245.3				189.4				165.9
Discontinued operations:
Loss from discontinued accident and health operations, net of income taxes					(28.1	)			(6.9	)			(5.7	)			(5.7	)			(23.0	)			(22.5	)			(9.9	)
Cumulative effect of change in accounting principle					—				—				—				0.5				(0.4	)			(0.4	)			—
	Net income			$	77.7			$	33.0			$	122.8			$	173.1			$	221.9			$	166.5			$	156.0

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																							Nine Months
																							Ended
			Years Ended December 31,																				September 30,
			2000				2001				2002				2003				2004				2004				2005
			(Dollars in millions, except per share data)
Basic Earnings Per Share:
Continuing operations			$	2.14			$	0.81			$	2.60			$	3.47			$	3.94			$	3.04			$	2.65
Discontinued operations				(0.57	)			(0.14	)			(0.11	)			(0.11	)			(0.37	)			(0.36	)			(0.16	)
Accounting change				—				—				—				0.01				(0.01	)			(0.01	)			—
	Net income		$	1.57			$	0.67			$	2.49			$	3.37			$	3.56			$	2.67			$	2.49
Diluted Earnings Per Share:
Continuing operations			$	2.12			$	0.80			$	2.59			$	3.46			$	3.90			$	3.02			$	2.60
Discontinued operations				(0.56	)			(0.14	)			(0.12	)			(0.11	)			(0.37	)			(0.36	)			(0.15	)
Accounting change				—				—				—				0.01				(0.01	)			(0.01	)			—
Net income			$	1.56			$	0.66			$	2.47			$	3.36			$	3.52			$	2.65			$	2.45
Weighted average number of common and common equivalent shares outstanding (in thousands)				49,920				49,905				49,648				51,598				62,964				62,750				63,756
Dividends per share on common stock			$	0.24			$	0.24			$	0.24			$	0.24			$	0.27			$	0.18			$	0.27

(1)

In April 2003, the Financial Accounting Standards Board cleared Statement of Financial Accounting Standards No. 133 Interpretation Issue No B36, “Embedded Derivatives: Modified Coinsurance Arrangements and Debt Instruments that Incorporate Credit Risk Exposures that are Unrelated or only Partially Related to the Creditworthiness of the Obligor under Those Instruments,” which we refer to as “Issue B36.” We adopted the provisions of Issue B36 during the fourth quarter of 2003. For more information, see Note 2 to the consolidated financial statements in our annual report on Form 10-K for the year ended December 31, 2004, which is incorporated by reference in this prospectus supplement.

		As of December 31,																				As of September 30,
		2000				2001				2002				2003				2004				2004				2005
BALANCE SHEET DATA (in millions):
Total investments		$	4,560.2			$	5,088.4			$	6,650.2			$	8,883.4			$	10,564.2			$	10,022.8			$	11,614.0
Total assets			6,090.0				7,016.1				8,892.6				12,113.4				14,048.1				13,313.4				15,449.9
Policy liabilities			4,617.7				5,077.1				6,603.7				8,811.8				10,314.5				9,780.6				11,376.1
Total short term debt			—				—				—				—				56.1				27.2				126.6
Total long-term debt			272.3				323.4				327.8				398.1				349.7				375.1				276.4
Stockholders’ equity			862.9				1,005.6				1,222.5				1,947.7				2,279.0				2,115.4				2,526.3
Stockholders’ equity per share		$	17.51			$	20.30			$	24.72			$	31.33			$	36.50			$	33.92			$	40.33
OTHER UNAUDITED FINANCIAL DATA (in billions):
Assumed ordinary life reinsurance business in force		$	545.9			$	616.0			$	758.9			$	1,252.2			$	1,458.9			$	1,403.1			$	1,657.2
Assumed new business production			161.1				171.1				230.0				544.4				279.1				220.1				263.0

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	Fixed Rate Period

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	Floating Rate Period

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	Record Dates

	•	all indebtedness of RGA, whether outstanding on the date of the issuance of the debentures or thereafter created, incurred or assumed, which is for money borrowed (including, without limitation, the 5.75% Junior Subordinated Deferrable Interest Debentures due 2051 issued under the First Supplemental Indenture, dated as of December 18, 2001, to RGA’s Junior Subordinated Indenture dated as of December 18, 2001), or which is evidenced by a note or similar instrument given in connection with the acquisition of any business, properties or assets, including securities;
	•	all obligations of RGA under leases required or permitted to be capitalized under generally accepted accounting principles;
	•	any indebtedness of others of the kinds described in the first bullet point above for the payment of which RGA is responsible or liable as guarantor or otherwise; and
	•	amendments, modifications, renewals, extensions, deferrals and refundings of any of the above types of indebtedness.

	•	RGA defaults in the payment of any principal, or premium, if any, or interest on any senior indebtedness, whether at maturity or at a date fixed for prepayment or declaration or otherwise; or
	•	an event of default occurs with respect to any senior indebtedness permitting the holders to accelerate the maturity and written notice of such event of default, requesting that payments on the debentures cease, is given to RGA by the holders of senior indebtedness,

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	•	any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to RGA, its creditors or its property;
	•	any proceeding for the liquidation, dissolution or other winding-up of RGA, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings;
	•	any assignment by RGA for the benefit of creditors; or
	•	any other marshaling of the assets of RGA.

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	•	in whole or in part, on or after December 15, 2015 at the par redemption amount; provided that if the debentures are not redeemed in whole, at least $50 million aggregate principal amount of the debentures (excluding any debentures held by us or any of our affiliates) remains outstanding after giving effect to such redemption; or
	•	in whole, prior to December 15, 2015, at a cash redemption price of the greater of (i) the par redemption amount and (ii) the make-whole redemption amount.

	“Comparable treasury issue” means the U.S. Treasury security selected by the quotation agent as having a term comparable to the period from the redemption date to December 15, 2015 that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities with a term comparable to such period.
	“Comparable treasury price” means, with respect to a redemption date (1) the average of five reference treasury dealer quotations for such redemption date, after excluding the highest and lowest reference treasury dealer quotations, or (2) if the quotation agent obtains fewer than five such reference treasury dealer quotations, the average of all such quotations.
	“H.15(519)” means the weekly statistical release designated as such, or any successor publication, published by the Federal Reserve System Board of Governors, available through the world-wide-web site of the Board of Governors of the Federal Reserve System at http://www.federalreserve.gov/releases/H15/ or any successor site or publication. We make no representation or warranty as to the accuracy or completeness of the information displayed on such website, and such information is not incorporated by reference herein and should not be considered a part of this prospectus supplement.
	The “make-whole redemption amount” will be equal to:

	•	the sum of the present value of the aggregate principal amount outstanding of the debentures on the interest payment date falling on December 15, 2015 together with the present values of scheduled semi-annual interest payments from the date fixed for redemption through and including the interest payment date on December 15, 2015, in each case discounted to the date fixed for redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate;
	•	plus, (x) in the case of a tax event, 50 basis points, and (y) in the case of a redemption for any other reason, 35 basis points, plus, in each case, any accrued and unpaid interest, together with any compounded interest to the date of redemption, as calculated by the quotation agent.

	“Par redemption amount” means, with respect to the debentures, a cash redemption price of 100% of the principal amount of the debentures to be redeemed, plus accrued and unpaid interest, together with any compounded interest, on such debentures to the redemption date.
	“Quotation agent” means one of the reference treasury dealers appointed by us.
	“Reference treasury dealer” means (1) Morgan Stanley & Co. Incorporated and (2) any additional primary U.S. government securities dealers in New York City (each, a “primary treasury dealer”) selected by us and their successors, provided, however, that if any of them ceases to be a primary treasury dealer we will substitute another primary treasury dealer.

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	“Reference treasury dealer quotations” means, with respect to each reference treasury dealer and any redemption date, the average, as determined by the quotation agent, of the bid and asked prices for the comparable treasury issue (expressed in each case as a percentage of its principal amount) quoted in writing to the quotation agent at 5:00 p.m., New York City time, on the third business day preceding such redemption date.
	“Tax event” means, with respect to the debentures, the receipt by us of an opinion of counsel, rendered by a law firm with experience in such matters, to the effect that, as a result of (a) any amendment to, or change (including any announced prospective change) in, the laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein, (b) any official administrative pronouncement or judicial decision interpreting or applying such laws or regulations, or (c) a threatened challenge asserted in connection with an audit of us or any of our subsidiaries, or a threatened challenge asserted in writing against any other taxpayer that has raised capital through the issuance of securities that are substantially similar to the debentures, which amendment or change is effective or which pronouncement or decision is announced or which challenge occurs on or after the date of issuance of the debentures, there is more than an insubstantial increase in the risk that interest accruing or payable by us on the debentures is not or, at any time subsequent to our receipt of such opinion, will not be, wholly deductible by us for United States federal income tax purposes.
	With respect to any redemption of debentures as a result of a tax event, the date fixed for such redemption will be within 180 days following the occurrence of the tax event; provided, however, that if at the time RGA is able to eliminate, within the 180 day period, the tax event by taking some ministerial action that has no adverse effect on RGA or the holders of the debentures, RGA will pursue such action in lieu of redemption. RGA will have no right or obligation to redeem the debentures while it is pursuing such measure.
	“Treasury rate” means the yield, under the heading that represents the average for the week immediately prior to the redemption date, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication that is published weekly by the Board of Governors of the Federal Reserve System and that establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the comparable treasury issue (if no maturity is within three months before or after the end of the relevant interest payment period, yields for the two published maturities most closely corresponding to the comparable treasury issue will be determined and the treasury rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month). If such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, “treasury rate” means the rate per year equal to the semi-annual equivalent yield to maturity of the comparable treasury issue, calculated using a price for the comparable treasury issue (expressed as a percentage of its principal amount) equal to the comparable treasury price for such redemption date. The treasury rate will be calculated on the third business day preceding the redemption date.

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	Debenture Replacement Intention

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	(i) the risk-based capital ratio, as defined below, for any covered reinsurance subsidiary, as defined below, is less than 175% of the company action level for such subsidiary, in each case based on the most recent annual financial statements that such subsidiary has filed with applicable state insurance commissioners (annual statements for a year are generally required to be filed on or before March 1 of the following year); or
	(ii) (x) the trailing four quarters consolidated net income amount, as defined below, for the period ending on the quarter that is two quarters prior to the most recently completed quarter prior to such interest payment date is zero or a negative amount, and (y) the adjusted stockholders’ equity amount, as defined below, as of the most recently completed quarter and as of the end of the quarter that is two quarters before the most recently completed quarter has declined by 10% or more as compared to the adjusted stockholders’ equity amount at the end of the benchmark quarter, which is the quarter that is ten quarters prior to the most recently completed quarter.

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	•	RGA no longer triggered such restrictions as a result of the conditions of clauses (i) and (ii) above for that fourth interest payment date, and
	•	RGA’s adjusted stockholders’ equity amount as of the last completed quarter prior to that interest payment date had increased from, or was less than 10% below, its level at the end of the benchmark quarter for each of the prior three interest payment dates for which interest payments were restricted under clause (ii) above. In effect, RGA’s adjusted stockholders’ equity amount as of the most recently completed quarter prior to that interest payment date would have to be greater than, or less than 10% below, its level as of the end of not only the tenth quarter, but also each of the eleventh, twelfth and thirteenth quarters, preceding the most recently completed quarter.

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	•	declare or pay any dividends on, make distributions regarding, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of capital stock of RGA, other than:

	(1) purchases of the capital stock of RGA in connection with employee or agent benefit plans or the satisfaction of its obligations under any contract or security then outstanding requiring RGA to purchase capital stock or under any dividend reinvestment plan;
	(2) in connection with the reclassifications of any class or series of RGA’s capital stock, or the exchange or conversion of one class or series of RGA’s capital stock for or into another class or series of our capital stock;
	(3) the purchase of fractional interests in shares of RGA’s capital stock in connection with the conversion or exchange provisions of that capital stock or the security being converted or exchanged;
	(4) dividends or distributions in RGA’s capital stock, or rights to acquire common stock, or repurchases or redemptions of common stock solely from the issuance or exchange of common stock;
	(5) any declaration of a dividend in connection with the implementation of a shareholders rights plan, or issuances of capital stock under any such plan in the future, or redemptions or repurchases of any rights outstanding under a shareholder rights plan; or
	(6) acquisitions of RGA’s common stock in connection with acquisitions of businesses made by RGA (which acquisitions are made by RGA in connection with the satisfaction of indemnification obligations of the sellers of such businesses).

	•	make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by RGA that rank equally with or junior to the debentures, other than any

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		payment, repurchase or redemption in respect of debt securities that rank equally with the debentures (“parity debt securities”) made ratably and in proportion to the respective amount of (1) accrued and unpaid amounts on such parity debt securities, on the one hand, and (2) accrued and unpaid amounts on the debentures, on the other hand; and
	•	make any guarantee payments with respect to any guarantee by RGA of the debt securities of any subsidiary, if such guarantee ranks equally with or junior to the debentures, other than any payment in respect of guarantees that rank equally with the debentures (“parity guarantees”) made ratably and in proportion to the respective amount of (1) accrued and unpaid amounts on such parity guarantees, on the one hand, and (2) accrued and unpaid amounts on the debentures, on the other hand.

	•	trading in securities generally on the New York Stock Exchange, the American Stock Exchange, the Nasdaq Stock Market or any other national securities, futures or options exchange or in the over-the- counter market, or trading in any of our securities (or any options or futures contracts related to our securities) on any exchange or in the over-the-counter market, is suspended or the settlement of such trading generally is materially disrupted or minimum prices are established on any such exchange or such market by the Securities and Exchange Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction;
	•	a material disruption or banking moratorium occurs or has been declared in commercial banking or securities settlement or clearance services in the United States;
	•	there is such a material adverse change in general domestic or international economic, political or financial conditions, including without limitation as a result of terrorist activities, or the effect of international conditions on the financial markets in the United States is such, as to make it, in our judgment, impracticable to proceed with the offer and sale of our common stock; or
	•	an event occurs and is continuing as a result of which the offering document for such offer and sale of securities would, in our judgment, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and either (1) the disclosure of that event at such time, in our judgment, would have a material adverse effect on our business or (2) the disclosure relates to a previously undisclosed proposed or pending material business transaction, the disclosure of which would impede our

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		ability to consummate such transaction, provided that no single suspension period contemplated by this bullet may exceed 90 consecutive days and multiple suspension periods contemplated by this bullet may not exceed an aggregate of 180 days in any 360-day period.

	•	default for 30 calendar days in the payment of any interest on the debentures when it becomes due and payable (whether or not such payment is prohibited by the subordination provisions); however, a default under this provision will not arise if we have properly deferred the interest in connection with an optional or mandatory extension period, if applicable. In no event will any extension period, whether optional, mandatory or any combination thereof, exceed ten years (see “—Option to Extend Interest Payment Period” and “—Requirement to Extend Interest Payment Period”);
	•	default in the payment of the principal of, and premium, if any, on the debentures when due; or
	•	certain events of bankruptcy, insolvency or receivership, whether voluntary or not.

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	Modification of Indenture

	Waiver of Default

	Meetings and Voting

	•	instruments executed by holders;
	•	the record of holders voting in favor thereof at any meeting of such holders; or
	•	a combination of such instruments and any such record of such a meeting of holders.

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	•	an individual citizen or resident of the U.S.;
	•	a corporation created or organized in or under the laws of the U.S. or of any state thereof or the District of Columbia;
	•	an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
	•	a trust which respect to which a court within the U.S. is able to exercise primary supervision over its administration and one or more United States persons have the authority to control all of its substantial decisions, or certain electing trusts that were in existence on August 1, 1996 and were treated as domestic trusts on that date.

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			Principal
Name			amount
Morgan Stanley & Co. Incorporated			$	240,000,000
Lehman Brothers Inc.				160,000,000
	Total		$	400,000,000

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What is Available		Where to Get it
Paper copies of information			SEC’s Public Reference Room
			100 F. Street, N.E.
			Washington, D.C. 20549
			The New York Stock Exchange
			20 Broad Street
			New York, New York 10005
On-line information, free of charge			SEC’s Internet website at http://www.sec.gov
Information about the SEC’s Public Reference Rooms			Call the SEC at 1-800-SEC-0330

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	•	Our Annual Report on Form 10-K for the year ended December 31, 2004, as amended by an amendment filed on Form 10-K/ A.
	•	Our Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30 and September 30, 2005.
	•	Our Current Reports on Form 8-K filed with the SEC on March 8, April 25 (other than the items furnished under Items 2.02 and 7.01 and Exhibit 99.1) and October 3, 2005.

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		Page
Risk Factors			1
About This Prospectus			11
Where You Can Find More Information			12
Incorporation of Certain Documents by Reference			13
Cautionary Statement Regarding Forward-Looking Statements			13
Information About RGA			15
Information About the RGA Trusts			16
Use of Proceeds			17
Ratio of Earnings to Fixed Charges and Ratio of Combined Fixed Charges and Preference Dividends to Earnings			17
Description of Debt Securities of RGA			18
Description of Capital Stock of RGA			33
Description of Depositary Shares of RGA			41
Description of Warrants of RGA			44
Description of Purchase Contracts of RGA			45
Description of Units			46
Description of Preferred Securities of the RGA Trusts			46
Description of the Preferred Securities Guarantees of RGA			49
Effect of Obligations Under the Junior Subordinated Debt Securities and the Preferred Securities Guarantees			52
Selling Shareholders			54
Our Relationship with MetLife			55
Plan of Distribution			57
Legal Matters			59
Experts			60

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	•	the ability to integrate the acquired business operations and data with our systems;
	•	the availability of funding sufficient to meet increased capital needs;
	•	the ability to hire management personnel required for expanded operations;
	•	the ability to fund cash flow shortages that may occur if anticipated revenues are not realized or are delayed, whether by general economic or market conditions or unforeseen internal difficulties; and
	•	the possibility that the value of investments acquired in an acquisition, may be lower than expected or may diminish due to credit defaults or changes in interest rates and that liabilities assumed may be greater than expected (due to, among other factors, less favorable than expected mortality or morbidity experience).

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	•	The availability of collateral and the related cost of such collateral in the future could affect the type and volume of business we reinsure and could increase our costs.
	•	We may need to raise additional capital to support higher regulatory reserves, which could increase our overall cost of capital.
	•	If we, or our reinsurers, are unable to obtain or provide sufficient collateral to support our statutory ceded reserves, we may be required to increase regulatory reserves. In turn, this reserve increase could significantly reduce our statutory capital levels and adversely affect our ability to satisfy required regulatory capital levels that apply to us, unless we are able to raise additional capital to contribute to our operating subsidiaries.
	•	Because term life insurance is a particularly price-sensitive product, any increase in insurance premiums charged on these products by life insurance companies, in order to compensate them for the increased statutory reserve requirements or higher costs of insurance they face, may result in a significant loss of volume in their, and as a result, our life reinsurance operations.

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	•	managing the growth of these operations effectively, particularly given how fast they have grown and are expected to grow;
	•	changes in mortality and morbidity experience and the supply and demand for our products that are specific to these markets and that may be difficult to anticipate;
	•	uncertainty arising out of foreign government sovereignty over our international operations; and
	•	potentially uncertain or adverse tax consequences, including regarding the repatriation of earnings from our non-U.S. subsidiaries.

	•	changes in investors’ and analysts’ perceptions of the risks and conditions of our business, including those that may result from MetLife’s possible sale of some or all of the 32,243,539 shares of our common stock it owns and from MetLife potentially ceasing to be our majority shareholder;
	•	the size of the public float of our common stock, including as a result of factors in connection with MetLife’s possible sale of some or all of the 32,243,539 shares of our common stock;
	•	the announcement of acquisitions by us or our competitors;
	•	variations in our anticipated or actual operating results or the results of our competitors;
	•	fluctuations in foreign currency exchange rates;
	•	regulatory developments;
	•	market conditions; and
	•	general economic conditions.

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	•	restrict various types of business combinations with significant shareholders;
	•	provide for a classified board of directors;
	•	limit the right of shareholders to remove directors or change the size of the board of directors;
	•	limit the right of shareholders to fill vacancies on the board of directors;
	•	limit the right of shareholders to act by written consent and to call a special meeting of shareholders or propose other actions;
	•	require a higher percentage of shareholders than would otherwise be required under Missouri law to amend, alter, change or repeal some of the provisions of our articles of incorporation;
	•	provide that our bylaws may be amended only by the majority vote of the entire board of directors; and
	•	authorize the issuance of preferred stock with any rights, preferences or privileges as may be specified by our board of directors.

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	•	such person has provided certain required information to the Missouri Department of Insurance and
	•	such acquisition is approved by the Director of Insurance of the State of Missouri, whom we refer to as the Missouri Director of Insurance, after a public hearing.

	•	such person has provided information, material and evidence to the Canadian Superintendent of Financial Institutions as required by him, and
	•	such acquisition is approved by the Canadian Minister of Finance.

	•	a person, or group of persons acting in concert, beneficially owns or controls an entity that beneficially owns securities, such as our common stock, representing more than 50% of the votes entitled to be cast for the election of directors and such votes are sufficient to elect a majority of the directors of the insurance company, or
	•	a person has any direct or indirect influence that would result in control in fact of an insurance company.

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What is Available		Where to Get it
Paper copies of information		SEC’s Public Reference Room Judiciary Plaza Building 450 Fifth Street, N.W., Room 1024 Washington, D.C. 20549 The New York Stock Exchange 20 Broad Street New York, New York 10005
On-line information, free of charge		SEC’s Internet website at http://www.sec.gov
Information about the SEC’s Public Reference Rooms		Call the SEC at 1-800-SEC-0330

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	•	Our Annual Report on Form 10-K for the year ended December 31, 2004, as amended by an amendment filed on Form 10-K/A.
	•	Our Current Report on Form 8-K filed with the SEC on March 8, 2005.
	•	The description of our common stock contained in our Registration Statement on Form 8-A dated April 6, 1993, as amended by Amendment No. 1 on Form 8-A/ A dated April 27, 1993, as updated by our Current Report on Form 8-K filed with the SEC on September 10, 2004.

	•	projections of our earnings, revenues, income or loss, or capital expenditures;
	•	our plans for future operations and financing needs or plans; and
	•	assumptions relating to the foregoing.

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	•	changes in the financial strength, claims paying ability and credit ratings of RGA and our subsidiaries, and the effect of such changes on our future results of operations and financial condition;
	•	risks related to MetLife’s continued ownership of and influence on us;
	•	adverse changes in mortality, morbidity and claims experience;
	•	risks inherent in our risk management and investment strategy, including changes in investment portfolio yields and valuations due to interest rate or credit quality changes;
	•	the effect of our status as a holding company and regulatory restrictions on our ability to pay principal of and interest on our debt obligations;
	•	market or economic conditions that adversely affect our ability to make timely sales of investment securities in response to policyholder withdrawals, recaptures of reinsurance treaties or other events;
	•	regulatory action that may be taken with respect to us or our regulated subsidiaries;
	•	the effect of changes in tax laws or a prolonged economic downturn in the demand for our insurance products;
	•	fluctuations in U.S. or foreign currency exchange rates, interest rates or securities and real estate markets;
	•	competitive factors and competitors’ responses to our initiatives;
	•	our dependence on third parties, including those insurance companies and reinsurers to which we cede some reinsurance, third-party investment managers and others;
	•	our ability to successfully integrate and operate reinsurance business that we acquire;
	•	the availability and cost of collateral necessary for regulatory reserves and capital;
	•	the adequacy of reserves, resources and accurate information relating to claims, settlements, awards and discontinued lines of business;
	•	the threat of natural disasters and terrorist attacks anywhere in the world where we or our clients do business;
	•	general economic conditions affecting the demand for insurance and reinsurance in our current and planned markets;
	•	the stability of and actions by governments and economies in the markets in which we operate;
	•	adverse litigation or arbitration results;
	•	inadequate risk analysis and underwriting;
	•	the success of our clients;
	•	successful execution of our entry into new markets;
	•	successful development and introduction of new product and distribution opportunities;

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	•	changes in laws, regulations and accounting standards applicable to us, our subsidiaries or our business; and
	•	other risks and uncertainties described under the caption “Risk Factors” in this prospectus and in our other filings with the Securities and Exchange Commission.

	•	reduce the net liability on individual risks, thereby enabling the ceding company to increase the volume of business it can underwrite, as well as increase the maximum risk it can underwrite on a single life or risk;
	•	transfer mortality risk, thus reducing volatility in the ceding company’s operating results;
	•	assist the ceding company to meet applicable regulatory requirements; and
	•	enhance the ceding company’s financial strength and surplus position.

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	•	issuing and selling its preferred securities and common securities;
	•	using the proceeds from the sale of its preferred securities and common securities to acquire RGA’s junior subordinated debt securities; and
	•	engaging in only those other activities that are related to those purposes.

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		Year Ended December 31,
		2000				2001				2002				2003				2004
Ratio of earnings to fixed charges			2.4				1.5				2.2				2.2				2.5
Ratio of earnings to fixed charges excluding interest credited under reinsurance contracts			9.9				4.3				6.1				7.9				10.0

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	(1) the specific designation of such debt securities;
	(2) any limit upon the aggregate principal amount of such debt securities;
	(3) the date or dates on which the principal of and premium, if any, on such debt securities will mature or the method of determining such date or dates;
	(4) the rate or rates, which may be fixed, variable or zero, at which such debt securities will bear interest, if any, or the method of calculating such rate or rates;
	(5) the date or dates from which interest, if any, will accrue or the method by which such date or dates will be determined;
	(6) the date or dates on which interest, if any, will be payable and the record date or dates therefor and whether we may elect to extend or defer such interest payment dates;

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	(7) the place or places where principal of, premium, if any, and interest, if any, on such debt securities may be redeemed, in whole or in part, at our option;
	(8) our obligation, if any, to redeem or purchase such debt securities pursuant to any sinking fund or analogous provisions or upon the happening of a specified event and the period or periods within which, the price or prices at which and the other terms and conditions upon which, such debt securities will be redeemed or purchased, in whole or in part, pursuant to such obligations;
	(9) the denominations in which such debt securities are authorized to be issued;
	(10) the currency or currency unit for which such debt securities may be purchased or in which debt securities may be denominated or the currency or currencies, including currency unit or units, in which principal of, premium, if any, and interest, if any, on such debt securities will be payable and whether we or the holders of any such debt securities may elect to receive payments in respect of such debt securities in a currency or currency unit other than that in which such debt securities are stated to be payable;
	(11) if the amount of payments of principal of and premium, if any, or interest, if any, on such debt securities may be determined with reference to an index based on a currency or currencies other than that in which such debt securities are stated to be payable, the manner in which such amount shall be determined;
	(12) if the amount of payments of principal of and premium, if any, or interest, if any, on such debt securities may be determined with reference to changes in the prices of particular securities or commodities or otherwise by application of a formula, the manner in which such amount shall be determined;
	(13) if other than the entire principal amount, the portion of the principal amount of such debt securities which will be payable upon declaration of the acceleration of the maturity of such securities or the method by which such portion shall be determined;
	(14) the person to whom any interest on any such debt security shall be payable if other than the person in whose name such debt security is registered on the applicable record date;
	(15) any addition to, or modification or deletion of, any term of subordination, event of default or covenant of RGA specified in the indenture with respect to such debt securities;
	(16) such manner, if any, of defeasance as may be specified for such debt securities;
	(17) the terms, if any, upon which the holders may convert or exchange such debt securities into or for our common or preferred stock or other securities or property;
	(18) in the case of the subordinated and junior subordinated debt securities, provisions relating to any modification of the subordination provisions described elsewhere in this prospectus; and
	(19) whether the provisions relating to extension or deferral of interest payment dates described in this prospectus will apply to the debt securities;
	(20) any other special terms pertaining to such debt securities. (Section 3.1 of each indenture).

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	•	the investor cannot have debt securities registered in his or her own name;
	•	the investor cannot receive physical certificates for his or her debt securities;
	•	the investor must look to his or her bank or brokerage firm for payments on the debt securities and protection of his or her legal rights relating to the debt securities;
	•	the investor may not be able to sell interests in the debt securities to some insurance or other institutions that are required by law to hold the physical certificates of debt that they own;
	•	the depositary’s policies will govern payments, transfers, exchanges and other matters relating to the investor’s interest in the global security; and
	•	the depositary will usually require that interests in a global security be purchased or sold within its system using same-day funds.

	•	when the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary, unless a replacement is named;
	•	when an event of default on the debt securities has occurred and has not been cured; or
	•	when and if we decide to terminate a global security. (Section 3.4 of each indenture).

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	(1) a discussion of the effects that such provisions may have in deterring certain mergers, tender offers or other takeover attempts, as well as any possible adverse effect on the market price of RGA’s securities or the ability to obtain additional financing in the future;
	(2) a statement that RGA will comply with any applicable provisions of the requirements of Rule 14e-1 under the Securities Exchange Act of 1934 and any other applicable securities laws in connection with any optional redemption, prepayment or conversion provisions and any related offers by RGA, including, if such debt securities are convertible, Rule 13e-4;
	(3) a disclosure as to whether the securities will be subject to any sinking fund or similar provision, and a description of any such provision;
	(4) a disclosure of any cross-defaults in other indebtedness which may result as a consequence of the occurrence of certain events so that the payments on such debt securities would be effectively subordinated;
	(5) a disclosure of the effect of any failure to repurchase under the applicable indenture, including in the event of a change of control of RGA;
	(6) a disclosure of any risk that sufficient funds may not be available at the time of any event resulting in a repurchase obligation; and
	(7) a discussion of any definition of “change of control” contained in the applicable indenture.

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	•	the surviving corporation or other person is organized and existing under the laws of the United States or one of the 50 states, any U.S. territory or the District of Columbia, and assumes the obligation to pay the principal of, and premium, if any, and interest on all the debt securities and coupons, if any, and to perform or observe all covenants of each indenture; and
	•	immediately after the transaction, there is no event of default under each indenture. (Section 10.1 of each indenture).

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	•	declare or pay dividends on, make distributions regarding, or redeem, purchase, acquire or make a liquidation payment with respect to, any of our capital stock, other than:

	(1) purchases of our capital stock in connection with any employee or agent benefit plans or the satisfaction of our obligations under any contract or security outstanding on the date of the event requiring us to purchase capital stock,
	(2) in connection with the reclassifications of any class or series of our capital stock, or the exchange or conversion of one class or series of our capital stock for or into another class or series of our capital stock,
	(3) the purchase of fractional interests in shares of our capital stock in connection with the conversion or exchange provisions of that capital stock or the security being converted or exchanged,
	(4) dividends or distributions in our capital stock, or rights to acquire capital stock, or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock, or
	(5) any non-cash dividends declared in connection with the implementation of a shareholder rights plan by us;

	•	make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by us that rank equally with or junior to the debt securities;
	•	make any guarantee payments regarding the foregoing, other than payments under our guarantee of the preferred securities of any RGA trust; or
	•	redeem, purchase or acquire less than all of the junior subordinated debt securities or any preferred securities of an RGA trust.

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	(1) to evidence the succession of another corporation to our rights and the assumption by such successor of the covenants contained in each indenture;
	(2) to add to our covenants for the benefit of all or any series of debt securities, or to surrender any of our rights or powers;
	(3) to add any additional events of default;
	(4) to add or change any provisions to permit or facilitate the issuance of debt securities of any series in uncertificated or bearer form;
	(5) to change or eliminate any provisions, as long as any such change or elimination is effective only when there are no outstanding debt securities of any series created before the execution of such supplemental indenture which is entitled to the benefit of the provisions being changed or eliminated;
	(6) to provide security for or guarantee of the debt securities;
	(7) to supplement any of the provisions to permit or facilitate the defeasance and discharge of any series of debt securities in accordance with such indenture as long as such action does not adversely affect the interests of the holders of the debt securities in any material respect;
	(8) to establish the form or terms of debt securities in accordance with each indenture;
	(9) to provide for the acceptance of the appointment of a successor trustee for any series of debt securities or to provide for or facilitate the administration of the trusts under the indenture by more than one trustee;
	(10) to cure any ambiguity, to correct or supplement any provision of any indenture which may be defective or inconsistent with any other provision, to eliminate any conflict with the Trust Indenture Act or to make any other provisions with respect to matters or questions arising under such indenture which are not inconsistent with any provision of the indenture, as long as the additional provisions do not adversely affect the interests of the holders in any material respect; or
	(11) in the case of the subordinated and the junior subordinated indentures, to modify the subordination provisions thereof, except in a manner which would be adverse to the holders of subordinated or junior subordinated debt securities of any series then outstanding. (Section 11.1 of each such indenture).

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	(1) conflict with the required provisions of the Trust Indenture Act;
	(2) except as described in any prospectus supplement:

	•	change the stated maturity of the principal of, or installment of interest, if any, on, any debt security,
	•	reduce the principal amount thereof or the interest thereon or any premium payable upon redemption thereof; provided, however, that a requirement to offer to repurchase debt securities will not be deemed a redemption for this purpose,
	•	change the stated maturity of or reduce the amount of any payment to be made with respect to any coupon,
	•	change the currency or currencies in which the principal of, and premium, if any, or interest on such debt security is denominated or payable,
	•	reduce the amount of the principal of a discount security that would be due and payable upon a declaration of acceleration of the maturity thereof or reduce the amount of, or postpone the date fixed for, any payment under any sinking fund or analogous provisions for any debt security,
	•	impair the right to institute suit for the enforcement of any payment on or after the stated maturity thereof, or, in the case of redemption, on or after the redemption date,
	•	limit our obligation to maintain a paying agency outside the United States for payment on bearer securities, or
	•	adversely affect the right to convert any debt security into shares of our common stock if so provided;

	(3) reduce the requirement for majority approval of supplemental indentures, or for waiver of compliance with certain provisions of either indenture or certain defaults; or
	(4) modify any provisions of either indenture relating to waiver of past defaults with respect to that series, except to increase any such percentage or to provide that certain other provisions of such indenture cannot be modified or waived without the consent of the holders of each such debt security of each series affected thereby. (Section 11.2 of each indenture).

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	•	all indebtedness of RGA, whether outstanding on the date of the issuance of subordinated debt securities or thereafter created, incurred or assumed, which is for money borrowed, or which is evidenced by a note or similar instrument given in connection with the acquisition of any business, properties or assets, including securities;
	•	any indebtedness of others of the kinds described in the preceding clause for the payment of which RGA is responsible or liable as guarantor or otherwise; and
	•	amendments, modifications, renewals, extensions, deferrals and refundings of any such indebtedness.

	•	RGA defaults in the payment of any principal, or premium, if any, or interest on any senior indebtedness, whether at maturity or at a date fixed for prepayment or declaration or otherwise; or
	•	an event of default occurs with respect to any senior indebtedness permitting the holders to accelerate the maturity and written notice of such event of default, requesting that payments on subordinated or junior subordinated debt securities cease, is given to RGA by the holders of senior indebtedness,

	•	any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to RGA, its creditors or its property;
	•	any proceeding for the liquidation, dissolution or other winding-up of RGA, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings;

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	•	any assignment by RGA for the benefit of creditors; or
	•	any other marshaling of the assets of RGA.

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	•	default for 30 days in the payment of any interest upon any debt security or any payment with respect to the coupons, if any, of such series when it becomes due and payable, except where we have properly deferred the interest, if applicable;
	•	default in the payment of the principal of, and premium, if any, on, any debt security of such series when due;
	•	default in the deposit of any sinking fund payment when due by the terms of a debt security of such series;
	•	default for 90 days after we receive notice as provided in the applicable indenture in the performance of any covenant or breach of any warranty in the indenture governing that series;
	•	certain events of bankruptcy, insolvency or receivership, or, with respect to the junior subordinated debt securities, the dissolution of the RGA trust; or
	•	any other events which we specify for that series, which will be indicated in the prospectus supplement for that series. (Section 5.1 of each indenture).

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	•	We may elect to be discharged from any and all of our obligations in respect of the debt securities of any series, except for, among other things, certain obligations to register the transfer or exchange of debt securities of such series, to replace stolen, lost or mutilated debt securities of such series, and to maintain paying agencies and certain provisions relating to the treatment of funds held by the trustee for defeasance. We refer to this as “legal defeasance.”
	•	Alternatively, we may omit to comply with the covenants described under the heading “— Consolidation, Merger, Conveyance, Sale of Assets and Other Transfers” and any additional covenants which may be set forth in the applicable prospectus supplement, and any omission to comply with those covenants will not constitute a default or an event of default with respect to the debt securities of that series. We refer to this as “covenant defeasance.”

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	•	the specific designation of the shares of the series;
	•	the consideration for which the shares of the series are to be issued;
	•	the rate and times at which, and the conditions under which, dividends will be payable on shares of that series, and the status of those dividends as cumulative or non-cumulative and, if cumulative, the date or dates from which dividends shall be cumulative;
	•	the price or prices, times, terms and conditions, if any, upon which the shares of the series may be redeemed;
	•	the rights, if any, which the holders of shares of the series have in the event of our dissolution or upon distribution of our assets;
	•	from time to time, whether to include the additional shares of preferred stock which we are authorized to issue in the series;
	•	whether or not the shares of the series are convertible into or exchangeable for other securities of RGA, including shares of our common stock or shares of any other series of our preferred stock, the price or prices or the rate or rates at which conversion or exchange may be made, and the terms and conditions upon which the conversion or exchange right may be exercised;
	•	if a sinking fund will be provided for the purchase or redemption of shares of the series and, if so, to fix the terms and the amount or amounts of the sinking fund; and
	•	any other preferences and rights, privileges and restrictions applicable to the series as may be permitted by law.

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	•	increase or decrease the aggregate number or par value of authorized shares of the class or series;
	•	create a new class of shares having rights and preferences prior or superior to the shares of the class or series;
	•	increase the rights and preferences, or the number of authorized shares, of any class having rights and preferences prior to or superior to the rights of the class or series; or
	•	alter or change the powers, preferences or special rights of the shares of such class or series so as to affect such shares adversely.

	•	is nonredeemable and junior to all other series of preferred stock, unless otherwise provided in the terms of those series of preferred stock;

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	•	will have a preferential dividend in an amount equal to the greater of $1.00 and 225 times any dividend declared on each share of common stock;
	•	in the event of liquidation, will entitle its holder to (1) receive a preferred liquidation payment equal to $100, plus the amount of any accrued and unpaid dividends, and (2) following payment of a specified amount to the holders of the common stock, to participate in any further distributions of the RGA’s remaining assets;
	•	will have 225 votes, voting together with our common stock and any other capital stock with general voting rights; and
	•	in the event of any merger, consolidation or other transaction in which shares of common stock are converted or exchanged, will be entitled to receive 225 times the amount and type of consideration received per share of common stock.

	•	provide for a classified board of directors;
	•	limit the right of shareholders to remove directors or change the size of the board of directors;
	•	limit the right of shareholders to fill vacancies on the board of directors;
	•	limit the right of shareholders to act by written consent and to call a special meeting of shareholders or propose other actions;
	•	require a higher percentage of shareholders than would otherwise be required under Missouri law to amend, alter, change, or repeal some of the provisions of our articles of incorporation; and
	•	provide that the bylaws may be amended only by the majority vote of the entire board of directors.

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	•	the holders of a majority of the outstanding voting stock, other than the stock owned by the interested shareholder, or any affiliate or associate of such interested shareholder, approve the business combination; or
	•	the business combination satisfies certain detailed fairness and procedural requirements.

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	•	good faith gifts;
	•	transfers in accordance with wills;
	•	purchases made in connection with an issuance by us;
	•	purchases by any compensation or benefit plan;
	•	the conversion of debt securities;
	•	acquisitions pursuant to certain binding contracts;
	•	acquisitions pursuant to the satisfaction of some pledges or other security interests created in good faith;
	•	mergers involving us which satisfy other specified requirements of the General and Business Corporation Law of Missouri;
	•	transactions with a person who owned a majority of our voting power within the prior year, or
	•	purchases from a person who previously satisfied the requirements of the control share statute, so long as the acquiring person does not have voting power after the ownership in a different ownership range than the selling shareholder.

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	•	any cash dividend or other cash distribution becomes payable,
	•	any distribution other than cash is made,
	•	any rights, preferences or privileges are offered with respect to the preferred stock,
	•	the preferred stock depositary receives notice of any meeting at which holders of preferred stock are entitled to vote or of which holders of preferred stock are entitled to notice, or

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	•	the preferred stock depositary receives notice of the mandatory conversion of or any election by us to call for the redemption of any preferred stock, the preferred stock depositary will in each instance fix a record date, which will be the same as the record date for the preferred stock, for the determination of the holders of depositary receipts:

	•	who will be entitled to receive dividend, distribution, rights, preferences or privileges or the net proceeds of any sale, or
	•	who will be entitled to give instructions for the exercise of voting rights at any such meeting or to receive notice of the meeting or the redemption or conversion.

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	•	the title of the warrants;
	•	the aggregate number of warrants offered;
	•	the price or prices at which the warrants will be issued;
	•	the currency or currencies, including composite currencies, in which the prices of the warrants may be payable;
	•	the designation, number and terms of the debt securities, common stock, preferred stock or other securities or rights, including rights to receive payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies or indices, purchasable upon exercise of the warrants and procedures by which those numbers may be adjusted;
	•	the exercise price of the warrants and the currency or currencies, including composite currencies, in which such price is payable;
	•	the dates or periods during which the warrants are exercisable;
	•	the designation and terms of any securities with which the warrants are issued as a unit;
	•	if the warrants are issued as a unit with another security, the date on and after which the warrants and the other security will be separately transferable;
	•	if the exercise price is not payable in U.S. dollars, the foreign currency, currency unit or composite currency in which the exercise price is denominated;
	•	any minimum or maximum amount of warrants that may be exercised at any one time;
	•	any terms relating to the modification of the warrants; and
	•	any other terms of the warrants, including terms, procedures and limitations relating to the transferability, exchange, exercise or redemption of the warrants.

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	•	The stated amount that a holder will be obligated to pay under the purchase contract in order to purchase our debt securities, common stock, preferred stock, depositary shares or warrants, or trust preferred securities of an RGA Trust or the formula by which such amount shall be determined.
	•	The settlement date or dates on which the holder will be obligated to purchase such securities. The prospectus supplement will specify whether the occurrence of any events may cause the settlement date to occur on an earlier date and the terms on which an early settlement would occur.
	•	The events, if any, that will cause our obligations and the obligations of the holder under the purchase contract to terminate.
	•	The settlement rate, which is a number that, when multiplied by the stated amount of a purchase contract, determines the number of securities that we or an RGA trust will be obligated to sell and a holder will be obligated to purchase under that purchase contract upon payment of the stated amount of that purchase contract. The settlement rate may be determined by the application of a formula specified in the prospectus supplement. If a formula is specified, it may be based on the market price of such securities over a specified period or it may be based on some other reference statistic.
	•	Whether the purchase contracts will be issued separately or as part of units consisting of a purchase contract and an underlying security with an aggregate principal amount equal to the stated amount. Any underlying securities will be pledged by the holder to secure its obligations under a purchase contract.
	•	The type of underlying security, if any, that is pledged by the holder to secure its obligations under a purchase contract. Underlying securities may be our debt securities, depositary shares, preferred securities, common stock, warrants or debt obligations, trust preferred securities of an RGA trust or government securities.
	•	The terms of the pledge arrangement relating to any underlying securities, including the terms on which distributions or payments of interest and principal on any underlying securities will be retained by a collateral agent, delivered to us or be distributed to the holder.
	•	The amount of the contract fee, if any, that may be payable by us to the holder or by the holder to us, the date or dates on which the contract fee will be payable and the extent to which we or the holder, as applicable, may defer payment of the contract fee on those payment dates.

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	•	the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances the securities comprising the units may be held or transferred separately;
	•	a description of the terms of any unit agreement governing the units;
	•	a description of the provisions for the payment, settlement, transfer or exchange of the units; and
	•	whether the units will be issued in fully registered or global form.

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	•	the distinctive designation of the preferred securities;
	•	the number of preferred securities issuable by the RGA trust;
	•	the annual distribution rate, or method of determining the rate, for preferred securities issued by the RGA trust and the date or dates upon which distributions will be payable; provided, however, that distributions on the preferred securities will, subject to any deferral provisions and any provisions for payment of defaulted distributions, be payable on a quarterly basis to holders of the preferred securities as of a record date in each quarter during which the preferred securities are outstanding and any provisions relating to the resetting or adjustment of the distribution rate;
	•	any right of the RGA trust to defer quarterly distributions on the preferred securities as a result of an interest deferral right exercised by us on the junior subordinated debt securities held by the RGA trust;
	•	whether distributions on preferred securities will be cumulative, and, in the case of preferred securities having cumulative distribution rights, the date or dates or method of determining the date or dates from which distributions on preferred securities will be cumulative;
	•	the amount or amounts which will be paid out of the assets of the RGA trust to the holders of preferred securities upon voluntary or involuntary dissolution, winding-up or termination of the RGA trust;
	•	the obligation or option, if any, of the RGA trust to purchase or redeem preferred securities and the price or prices at which, the period or periods within which, and the terms and conditions upon which preferred securities will be purchased or redeemed, in whole or in part, under this obligation or option with the redemption price or formula for determining the redemption price to be specified in the applicable prospectus supplement;
	•	the voting rights, if any, of preferred securities in addition to those required by law, including the number of votes per preferred security and any requirement for the approval by the holders of preferred securities as a condition to specified action or amendments to the amended and restated trust agreement;
	•	the terms and conditions, if any, upon which junior subordinated debt securities held by the RGA trust may be distributed to holders of preferred securities;
	•	whether such preferred securities are convertible into our common stock, and the terms of any such conversion, including whether we have the option to convert such preferred securities into cash instead of common stock;
	•	the title or designation and terms of any securities with which the preferred securities are issued as a unit; and
	•	any other relevant terms, rights, preferences, privileges, limitations or restrictions of preferred securities consistent with the amended and restated trust agreement or applicable law.

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	•	direct the time, method and place of conducting any proceeding for any remedy available to the property trustee; or
	•	direct the exercise of any trust or power that the property trustee holds under the amended and restated trust agreement, including the right to direct the property trustee to exercise the remedies available to it as a holder of the junior subordinated debt securities.

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	•	any accrued and unpaid distributions that are required to be paid on the preferred securities;
	•	the redemption price for any preferred securities called for redemption by the RGA trust; and
	•	upon a voluntary or involuntary dissolution, winding-up or termination of the RGA trust, other than in connection with the distribution of junior subordinated debt securities to the holders of preferred securities in exchange for preferred securities or the redemption of all of the preferred securities upon maturity or redemption of the subordinated debt securities, the lesser of

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	•	declare or pay any dividend on, make any other distributions on, or redeem, purchase, acquire or make a liquidation payment regarding, any of our capital stock, except:

	(1) purchases or acquisitions of our capital stock in connection with the satisfaction of our obligations under any employee or agent benefit plans or the satisfaction of our obligations under any contract or security outstanding on the date of the event requiring us to purchase our capital stock;
	(2) as a result of a reclassification of our capital stock or the exchange or conversion of one class or series of our capital stock for another class or series of our capital stock;
	(3) the purchase of fractional interests in shares of our capital stock in connection with the conversion or exchange provisions of our capital stock or the security being converted or exchanged;
	(4) dividends or distributions in our capital stock, or rights to acquire our capital stock, or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock; or
	(5) redemptions or repurchases of any rights outstanding under a shareholder rights plan;

	•	make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by us which rank junior to the subordinated debt securities issued to the applicable RGA trust; and
	•	make any guarantee payments regarding the foregoing, other than under a guarantee of the payment obligations of an RGA trust with respect to preferred securities.

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	•	upon full payment of the liquidation value or redemption price of all preferred securities of the RGA trust;
	•	upon distribution of the junior subordinated debt securities held by the RGA trust to the holders of all of the preferred securities of the RGA trust; or
	•	upon full payment of the amounts payable in accordance with the amended and restated trust agreement of the RGA trust upon termination and liquidation of the RGA trust.

	•	subordinated and junior in right of payment to all of RGA’s present and future liabilities, including subordinated debt securities issued under RGA’s subordinated indenture and described above under “Description of Debt Securities of RGA — Subordination under the Subordinated Indenture and the Junior Subordinated Indenture,” except those liabilities made equivalent by their terms;
	•	equivalently with:

	(1) the most senior preferred or preference stock now or hereafter issued by us and with any guarantee now or hereafter entered into by us in respect of any preferred or preference stock of any of our affiliates;
	(2) the applicable junior subordinated debt securities; and
	(3) any other liabilities or obligations made equivalent by their terms; and

	•	senior to our common stock and any preferred or preference stock or other liabilities made equivalent or subordinate by their terms.

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	•	the aggregate principal amount of such junior subordinated debt securities will be equal to the sum of the aggregate stated liquidation amount of the preferred securities and common securities;
	•	the interest rate and the interest and other payment dates on such junior subordinated debt securities will match the distribution rate and distribution and other payment dates for the preferred securities;
	•	RGA shall pay, and the trusts shall not be obligated to pay, directly or indirectly, all costs, expenses, debt, and obligations of the trusts, other than with respect to the preferred securities and common securities; and
	•	the amended and restated trust agreement of each trust will further provide that the trustees shall not take or cause or permit the trust to, among other things, engage in any activity that is not consistent with the purposes of the applicable trust.

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Number of

Percentage of

Number of

Percentage of

Number of

Shares of

Outstanding

Shares of

Outstanding

Shares of

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Owned Upon

Owned Upon

Owned Prior to

Owned Prior to

Offered Under

Completion of the

Completion of the

Name of Selling Shareholder

this Offering

this Offering

this Prospectus

Offering(1)(3)

Offering(1)(3)

MetLife, Inc.(2)(3)

32,243,539

(3)

51.5%

32,243,539

—

—

(1)	Assumes the sale by the selling shareholders of all of the 32,243,539 shares of common stock available for resale under this prospectus and any applicable prospectus supplement. We cannot assure you, however, that the selling shareholders will sell any or all of the shares of common stock covered by this prospectus.
(2)	Based on information provided by MetLife, Inc., Metropolitan Life Insurance Company, General American Life Insurance Company, a wholly-owned subsidiary of MetLife, which we refer to as “General American,” and GenAmerica Financial, LLC contained in a Schedule 13D filed with the Securities and Exchange Commission on December 3, 1999, as amended. Currently, all of the shares are held by General American. Following the date of this prospectus, General American may distribute or otherwise transfer all or a portion of its shares to one or more entities, in which event such shares may be offered by the transferee. Each of the Schedule 13D filing companies shares voting and dispositive power with each other. References to “selling shareholders” in this prospectus refers to each of the Schedule 13D filing companies. The applicable prospectus supplement will set forth the identity of the entity or entities disposing of our shares of common stock.
(3)	MetLife, Inc.’s address is 200 Park Avenue, New York, New York 10166.

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	•	through agents;
	•	to or through underwriters;
	•	through dealers;
	•	a block trade in which a broker-dealer may resell a portion of the block, as principal, in order to facilitate the transactions; and
	•	directly by us, any RGA trust or the selling shareholders to purchasers.

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