<PAGE>
EXHIBIT 1.01
$400,000,000 AGGREGATE PRINCIPAL AMOUNT
REINSURANCE GROUP OF AMERICA, INCORPORATED
6.75% JUNIOR SUBORDINATED DEBENTURES DUE 2065
UNDERWRITING AGREEMENT
December 5, 2005
MORGAN STANLEY & Co. INCORPORATED
1585 Broadway
New York, New York 10036
As
Representative of the several
Underwriters named in Schedule 1
Ladies and Gentlemen:
Reinsurance Group of America, Incorporated, a Missouri corporation
(the
"COMPANY"), proposes, subject to the terms
and conditions stated herein, to
issue and sell $400,000,000 aggregate
principal amount of its 6.75% Junior
Subordinated Debentures due 2065 (the
"SECURITIES") to Morgan Stanley & Co.
Incorporated (the "REPRESENTATIVE") and the
other underwriters named in Schedule
1 hereto (collectively, the
"UNDERWRITERS"). The Securities will be issued
pursuant to a Junior Subordinated Indenture
dated as of December 18, 2001 (the
"ORIGINAL INDENTURE") as supplemented by
the Second Supplemental Indenture to be
entered into (the "SUPPLEMENTAL INDENTURE"
and, together with the Original
Indenture, as so supplemented, the
"INDENTURE"), in each case between the
Company and The Bank of New York, as
trustee (the "TRUSTEE"). This Agreement and
the Indenture are referred to herein
collectively as the "TRANSACTION
AGREEMENTS". This is to confirm the
agreement among the Company and the
Underwriters concerning the offer, issuance
and sale of the Securities.
1.
Representations, Warranties and Agreements of the Company. The
Company
represents, warrants and agrees with the
Underwriters that, unless otherwise
specified below, on and as of the date
hereof, to and including the Delivery
Date (as defined below):
(a)
Registration statements on Form S-3 (File No.'s 333-123161,
333-123161-01 and 333-123161-02), which
registration statements constitute a
post-effective amendment to registration
statements on Form S-3 (File No.'s
333-117261, 333-117261-01 and
333-117261-02) and to registration statements on
Form S-3 (File No.'s 333-108200,
333-108200-01 and 333-108200-02), and any
registration statement to register
additional Securities pursuant to Rule 462(b)
under the Securities Act (collectively, the
"REGISTRATION STATEMENTS") setting
forth information with respect to the
Company and the Securities have (i) been
prepared by the Company in conformity in
all material respects with the
requirements of the Securities Act of
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2
1933, as amended, and the rules and
regulations of the Securities and Exchange
Commission (the "COMMISSION") thereunder
(collectively, the "SECURITIES ACT'),
(ii) been filed with the Commission under
the Securities Act and (iii) become
effective under the Securities Act. Copies
of the Registration Statements and
all exhibits thereto have been delivered by
the Company to you. As used in this
Agreement, "EFFECTIVE TIME" means the date
and the time as of which each part of
the registration statement on Form S-3
(File No.'s 333-123161, 333-123161-01 and
333-123161-02) (the "LATEST REGISTRATION
STATEMENT") or the most recent
post-effective amendment thereto, if any,
became effective; "EFFECTIVE DATE"
means the date of the Effective Time;
"PRELIMINARY PROSPECTUS" means each
prospectus included in the Latest
Registration Statement, or amendments thereof,
before it became effective under the
Securities Act and any prospectus and
prospectus supplement filed with the
Commission by the Company with the consent
of the Underwriters pursuant to Rule 424(a)
of the Securities Act relating to
the Securities; the term "REGISTRATION
STATEMENT" means such Latest Registration
Statement, as amended as of the Effective
Time, including the Incorporated
Documents (as defined below) and all
information contained in the final
prospectus relating to the Securities filed
with the Commission pursuant to Rule
424(b) of the Securities Act and deemed to
be a part of such registration
statement as of the Effective Time pursuant
to Rule 430A or Rule 430B of the
Securities Act; and "PROSPECTUS" means the
prospectus and prospectus supplement
relating to the Securities in the form
first used to confirm sales of the
Securities (or in the form made available
to the Underwriters by the Company to
meet requests of purchasers) pursuant to
Rule 172 or Rule 173 of the Securities
Act.
For
purposes of this Agreement, "FREE WRITING PROSPECTUS" has the
meaning
set forth in Rule 405 of the Securities Act
(which does not include
communications not deemed a prospectus
pursuant to Rule 134 of the Securities
Act and historical issuer information
meeting the requirements of Rule 433(e)(2)
of the Securities Act) and "TIME OF SALE
PROSPECTUS" means the Preliminary
Prospectus together with any free writing
prospectuses, if any, each identified
in Schedule 2 hereto, and any other free
writing prospectus that the parties
hereto shall hereafter expressly agree to
treat as part of the Time of Sale
Prospectus. Reference made herein to the
Preliminary Prospectus, any free
writing prospectus, the Time of Sale
Prospectus or the Prospectus shall be
deemed to refer to and include any
documents incorporated by reference therein
(with respect only to the Prospectus and
the Preliminary Prospectus, pursuant to
Item 12 of Form S-3 under the Securities
Act, as of the date of the Preliminary
Prospectus, any free writing prospectus,
the Time of Sale Prospectus or the
Prospectus, as the case may be (such
documents, the "INCORPORATED DOCUMENTS"),
and any reference to any amendment or
supplement to the Preliminary Prospectus,
the Time of Sale Prospectus or the
Prospectus shall be deemed to refer to and
include any document filed under the
Securities Exchange Act of 1934, as
amended, and the rules and regulations of
the Commission thereunder
(collectively, the "EXCHANGE ACT") after
the date of the Preliminary Prospectus,
the Prospectus, or the date hereof, as the
case may be, and incorporated by
reference in the Preliminary Prospectus,
the Prospectus, as the case may be; and
any reference to any amendment to the
Registration Statement shall be deemed to
include any annual report of the Company
filed with the Commission pursuant to
Section 13(a) or 15(d) of the Exchange Act
after the Effective Time that is
incorporated by reference in the
Registration Statement. The Commission has not
issued any order preventing or suspending
the use of any of the Preliminary
Prospectus, any free writing prospectus,
the Time of Sale Prospectus, the
Prospectus or the Registration
Statement.
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3
(b) The
conditions for use of Form S-3, as set forth in the General
Instructions thereto, have been satisfied
or waived.
(c) (i)
The Registration Statement conforms, and the Prospectus and any
further amendments or supplements to the
Registration Statement or the
Prospectus will, when they become effective
or are filed with the Commission, as
the case may be, conform in all material
respects to the requirements of the
Securities Act; (ii) each part of the
Registration Statement, as of its
Effective Date and as of the date hereof,
and any amendment thereto, as of the
date of any such amendment, did not, does
not and will not, as the case may be,
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; (iii) the Time of Sale
Prospectus, as of the date hereof and at the
time of each sale (as such phrase is used
in Rule 159 under the Act) of the
Securities in connection with the offering
and as of the Delivery Date, as then
amended or supplemented by the Company, if
applicable, does not and will not
contain any 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, in
light of the circumstances under which they
were made, not misleading; and (iv)
the Prospectus, as of the date hereof and
the Delivery Date, as then
supplemented by the Company, if applicable,
does not and will not 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, in light of the
circumstances under which they were made,
not misleading; provided that, the
Company makes no representation or warranty
as to information contained in or
omitted from the Registration Statement,
the Time of Sale Prospectus or the
Prospectus in reliance upon and in
conformity with written information furnished
to the Company through the Underwriters
expressly for use therein, which
consists of the names and titles of the
Underwriters as set forth on the front
cover page of the Prospectus, the
concession figure appearing in the third
paragraph under the caption "Underwriters"
in the Preliminary Prospectus and the
Prospectus (and any corresponding
information in the Time of Sale Prospectus)
and the information contained in the
eighth, ninth, tenth and eleventh
paragraphs under the caption "Underwriters"
in the Preliminary Prospectus and
the Prospectus.
(d) The
Incorporated Documents, when they were filed with the
Commission,
as the case may be, conformed in all
material respects to the requirements of
the Securities Act and the Exchange Act, as
applicable; and none of the
Incorporated Documents, when such documents
were filed with the Commission,
contained any untrue statement of a
material fact or omitted to state any
material fact required to be stated therein
or necessary to make the statements
therein, in light of the circumstances
under which they were made, not
misleading; and any further documents so
filed and incorporated by reference in
the Time of Sale Prospectus or the
Prospectus, when such documents are filed
with the Commission, will conform in all
material respects to the requirements
of the Exchange Act and will not contain
any untrue statement of a material fact
or omit to state any material fact required
to be stated therein or necessary to
make the statements therein, in light of
the circumstances in which they were
made, not misleading.
(e) The
Company is eligible to use free writing prospectuses in
connection
with the offering of the Securities
pursuant to Rules 164 and 433 of the
Securities Act. Any free writing prospectus
that the Company is required to file
with the Commission pursuant to Rule 433(d)
of the Securities Act has been, or
will be, timely filed with the Commission
in accordance with the requirements of
the Securities Act. Each issuer free
writing prospectus (as defined in Rule
<PAGE>
4
433(h) under the Act) that the Company has
filed, or is required to file,
pursuant to Rule 433(d) of the Securities
Act, or that was prepared by or on
behalf of or used by the Company complies
or will comply in all material
respects with the requirements of the
Securities Act. Except for the free
writing prospectus(es), if any, identified
in Schedule 2 hereto, the Company has
not prepared, used or referred to, and will
not, without the Underwriters' prior
consent, not to be unreasonably withheld or
delayed, prepare, use or refer to,
any free writing prospectus.
(f) No
relationship, direct or indirect, exists between or among the
Company on the one hand, and the directors,
officers, shareholders, customers or
suppliers of the Company on the other hand,
which is required to be described in
each of the Time of Sale Prospectus and the
Prospectus which is not so
described.
(g) There
are no contracts, agreements or other documents which are
required to be described in each of the
Time of Sale Prospectus and the
Prospectus or filed as exhibits to the
Registration Statement or the
Incorporated Documents by the Securities
Act or the Exchange Act, as the case
may be, which have not been described in
each of the Time of Sale Prospectus and
the Prospectus or filed as exhibits to the
Registration Statement or the
Incorporated Documents.
(h) Except
as set forth in or contemplated by each of the Time of Sale
Prospectus and the Prospectus, neither the
Company nor any of its subsidiaries
has sustained, since the date of the latest
audited financial statements
included or incorporated by reference in
the Time of Sale Prospectus, any
material loss or interference with its
business from fire, explosion, flood or
other calamity, whether or not covered by
insurance, or from any labor dispute
or court or governmental action, order or
decree; since such date, there has not
been any material adverse change in the
capital stock, short-term debt or
long-term debt of the Company or any of its
subsidiaries or any material adverse
change, or any development involving a
prospective material adverse change, in
or affecting the general affairs,
management, consolidated financial position,
shareholders' equity, results of
operations, business or prospects of the
Company and its subsidiaries, taken as a
whole; and subsequent to the respective
dates as of which information is given in
the Time of Sale Prospectus and up to
the Delivery Date, except as set forth in
the Time of Sale Prospectus, (A)
neither the Company nor any of its
subsidiaries has incurred any liabilities or
obligations outside the ordinary course of
business, direct or contingent, which
are material to the Company and its
subsidiaries taken as a whole, nor entered
into any material transaction not in the
ordinary course of business and (B)
there have not been dividends or
distributions of any kind declared, paid or
made by Company on any class of its capital
stock, except for regularly
scheduled dividends.
(i) Each
of the Company and each of Reinsurance Company of Missouri,
Incorporated, RGA Reinsurance Company, RGA
Reinsurance Company (Barbados) Ltd.,
RGA Life Reinsurance Company of Canada and
RGA Americas Reinsurance Company,
Ltd. (the "SIGNIFICANT SUBSIDIARIES"),
which are the Company's only "significant
subsidiaries" (as defined under Rule 405 of
the Securities Act), has been duly
organized, is validly existing as a
corporation in good standing under the laws
of its respective jurisdiction of
incorporation, has all requisite corporate
power and authority to carry on its
business as it is currently being conducted
and in all material respects as described
in each of the Time of Sale Prospectus
and the Prospectus and to own, lease and
operate its properties, and is duly
qualified and in good
<PAGE>
5
standing as a foreign corporation
authorized to do business in each jurisdiction
in which the nature of its business or its
ownership or leasing of property
requires such qualification, except where
the failure to so register or qualify
would not, reasonably be expected, singly
or in the aggregate, to result in a
material adverse effect on the properties,
business, results of operations,
condition (financial or otherwise), affairs
or prospects of the Company and its
subsidiaries, taken as a whole (a "MATERIAL
ADVERSE EFFECT").
(j) The
entities listed on Schedule 3 hereto are the only subsidiaries,
direct or indirect, of the Company. The
Company owns, directly or indirectly
through other subsidiaries, the percentage
indicated on Schedule 3 of the
outstanding capital stock or other
securities evidencing equity ownership of
such subsidiaries, free and clear of any
security interest, claim, lien,
limitation on voting rights or encumbrance;
and all of such securities have been
duly authorized, validly issued, are fully
paid and nonassessable and were not
issued in violation of any preemptive or
similar rights. There are no
outstanding subscriptions, preemptive or
other rights, warrants, calls,
commitments of sale or options to acquire,
or instruments convertible into or
exchangeable for, any such shares of
capital stock or other equity interest of
such subsidiaries.
(k)
Neither the Company nor any of its subsidiaries is (i) in violation
of
its respective charter or bylaws, (ii) is
in default in the performance of any
bond, debenture, note, indenture, mortgage,
deed of trust or other agreement or
instrument to which it is a party or by
which it is bound or to which any of its
properties is subject or (iii) is in
violation of any law, statute, rule,
regulation, judgment or court decree
applicable to the Company, any of its
subsidiaries or their assets or properties,
except in the case of clauses (ii)
and (iii) for any such violation or default
which does not or would not
reasonably be expected to have a Material
Adverse Effect.
(1) The
catastrophic coverage arrangements described in each of the
Time
of Sale Prospectus and the Prospectus are
in full force and effect as of the
date hereof and all other retrocessional
treaties and arrangements to which the
Company or any of its Significant
Subsidiaries is a party and which have not
terminated or expired by their terms are in
full force and effect, and none of
the Company or any of its Significant
Subsidiaries is in violation of or in
default in the performance, observance or
fulfillment of, any obligation,
agreement, covenant or condition contained
therein, except to the extent that
any such violation or default would not
reasonably be expected to have a
Material Adverse Effect; neither the
Company nor any of its Significant
Subsidiaries has received any notice from
any of the other parties to such
treaties, contracts or agreements that such
other party intends not to perform
such treaty, contract or agreement that
would reasonably be expected to have a
Material Adverse Effect and, to the best
knowledge of the Company, the Company
has no reason to believe that any of the
other parties to such treaties or
arrangements will be unable to perform such
treaty or arrangement in any respect
that would reasonably be expected to have a
Material Adverse Effect.
(m) The
execution, delivery and performance by the Company of the
Transaction Agreements, the issuance and
sale of the Securities and the
consummation by the Company of the
transactions contemplated hereby and thereby
will not violate or constitute a breach of
any of the terms or provisions of, or
a default under (or an event that with
notice or the lapse of time, or both,
would constitute a default), or require
consent under, or result in the
imposition of a lien or encumbrance on any
properties of the Company or any of
its subsidiaries, or an acceleration of
indebtedness pursuant to, (i) the
charter or bylaws (or equivalent
organizational documents) of
<PAGE>
6
the Company or any of its subsidiaries,
(ii) any bond, debenture, note,
indenture, mortgage, deed of trust or other
agreement or instrument to which the
Company or any of its subsidiaries is a
party or by which any of them or their
property is or may be bound, (iii) any
statute, rule or regulation applicable to
the Company, any of its subsidiaries or any
of their assets or properties or
(iv) any judgment, order or decree of any
court or governmental agency or
authority having jurisdiction over the
Company, any of its subsidiaries or their
assets or properties, other than in the
case of clauses (ii) through (iv), any
violation, breach, default, consent,
imposition or acceleration that would not
reasonably be expected to have a Material
Adverse Effect and except for such
consents or waivers as may have been
obtained by the Company or such consents or
filings as may be required under the state
or foreign securities or Blue Sky
laws and regulations or as may be required
by the National Association of
Securities Dealers, Inc. (the "NASD").
(n) No
consent, approval, authorization or order of, or filing,
registration, qualification, license or
permit of or with, any court or
governmental agency, body or administrative
agency is required for the
execution, delivery and performance by the
Company of the Transaction
Agreements, the issuance and sale of the
Securities and the consummation by the
Company of the transactions contemplated
hereby and thereby, except such as (i)
would not reasonably be expected to have a
Material Adverse Effect, (ii) would
not prohibit or adversely affect the
issuance and sale of any of the Securities,
(iii) have been obtained and made or, with
respect to a current report on Form
8-K, a Prospectus and a free writing
prospectus to be filed with the Commission
in connection with the issuance and sale of
the Securities, will be made, under
the Securities Act, or (iv) as may be
required in connection with the offer or
sale of the Common Stock pursuant to the
Alternative Coupon Satisfaction
Mechanism (as defined in the Indenture, the
"ALTERNATIVE COUPON SATISFACTION
MECHANISM ") or as may be required under
state or foreign securities or Blue Sky
laws and regulations, such as may be
required by the NASD or has been obtained
from the State of Missouri Department of
Insurance. No consents or waivers from
any other person are required for the
execution, delivery and performance by the
Company of any of the Transaction
Agreements, the issuance and sale of the
Securities and the consummation of the
transactions contemplated hereby and
thereby, other than such consents and
waivers as (i) would not reasonably be
expected to have a Material Adverse Effect,
(ii) would not prohibit or adversely
affect the issuance of any of the
Securities and (iii) have been obtained.
(o) Except
as set forth in or contemplated by the Prospectus, there is (i)
no action, suit or proceeding before or by
any court, arbitrator or governmental
agency, body or official, domestic or,
foreign, now pending or threatened or
contemplated to which the Company or any of
its subsidiaries is or may be a
party or to which the business or property
of the Company or any of its
subsidiaries is or may be subject, (ii) no
statute, rule, regulation or order
that has been enacted, adopted or issued by
any governmental agency or that has
been proposed by any governmental body
having jurisdiction over the Company or
its subsidiaries and (iii) no injunction,
restraining order or order of any
nature by a federal or state court or
foreign court of competent jurisdiction to
which the Company or any of its
subsidiaries is or may be subject issued that,
in the case of clauses (i), (ii) and (iii)
above, (x) would, singly or in the
aggregate, reasonably be expected to result
in a Material Adverse Effect, (y)
would interfere with or adversely affect
the issuance and sale of any of the
Securities by the Company or (z) in any
manner draw into question the validity
of any of the Transaction Agreements or of
the Securities.
<PAGE>
7
The Time of Sale Prospectus contains in all
material respects the same
description of the foregoing matters
contained in the Prospectus.
(p) None
of the employees of the Company and its subsidiaries is
represented by a union and, to the best
knowledge of the Company and its
subsidiaries, no union organizing
activities are taking place. Neither the
Company nor any of its subsidiaries has
violated any federal, state or local law
or foreign law relating to discrimination
in hiring, promotion or pay of
employees, nor any applicable wage or hour
laws, nor any provision of the
Employee Retirement Income Security Act of
1974, as amended, and the rules and
regulations thereunder (collectively,
"ERISA"), or analogous foreign laws and
regulations, which would reasonably be
expected to result in a Material Adverse
Effect.
(q) Each
of the Company and its subsidiaries has (i) good and, in the
case
of real property, merchantable title to all
of the properties and assets
described in each of the Time of Sale
Prospectus and the Prospectus as owned by
it, free and clear of all liens, charges,
encumbrances and restrictions, except
such as are described in each of the Time
of Sale Prospectus and the Prospectus,
or as would not reasonably be expected to
have a Material Adverse Effect, (ii)
peaceful and undisturbed possession under
all leases to which it is party as
lessee, (iii) all material licenses,
certificates, permits, authorizations,
approvals, franchises and other rights
from, and has made all declarations and
filings with, all federal, state and local
governmental authorities (including,
without limitation, from the insurance
regulatory agencies of the various
jurisdictions where it conducts business)
and all courts and other governmental
tribunals (each, an "AUTHORIZATION")
necessary to engage in the business
currently conducted by it in the manner
described in each of the Time of Sale
Prospectus and the Prospectus, except where
failure to hold such Authorizations
would not reasonably be expected to have a
Material Adverse Effect, (iv)
fulfilled and performed all obligations
necessary to maintain each authorization
and (v) no knowledge of any threatened
action, suit or proceeding or
investigation that would reasonably be
expected to result in the revocation,
termination or suspension of any
Authorization, the revocation, termination or
suspension of which would reasonably be
expected to have a Material Adverse
Effect. Except as would not reasonably be
expected to have a Material Adverse
Effect, all such Authorizations are valid
and in full force and effect and the
Company and its subsidiaries are in
compliance in all material respects with the
terms and conditions of all such
Authorizations and with the rules and
regulations of the regulatory authorities
having jurisdiction with respect
thereto. No insurance regulatory agency or
body has issued any order or decree
impairing, restricting or prohibiting the
payment of dividends by any subsidiary
of the Company to its parent, other than
any such orders or decrees the issuance
of which would not reasonably be expected
to have a Material Adverse Effect.
Except as would not have a Material Adverse
Effect, all leases to which the
Company or any of its subsidiaries is a
party are valid and binding and no
default by the Company or any of its
subsidiaries has occurred and is continuing
thereunder, and, to the Company's
knowledge, no material defaults by the
landlord are existing under any such
lease.
(r) All
tax returns required to be filed by the Company or any of its
subsidiaries, in all jurisdictions, have
been so filed. All taxes, including
withholding taxes, penalties and interest,
assessments, fees and other charges
due or claimed to be due from such entities
or that are due and payable have
been paid, other than those being contested
in good faith and for which adequate
reserves have been provided or those
currently payable without penalty or
interest. The
<PAGE>
8
Company does not know of any material
proposed additional tax assessments
against it or any of its subsidiaries.
(s)
Neither the Company nor any of its subsidiaries is, or after
the
application of the net proceeds from the
sale of the Securities will be, an
"investment company" as defined, and
subject to regulation, under the Investment
Company Act of 1940, as amended, and the
rules and regulations of the Commission
thereunder (collectively, the "INVESTMENT
COMPANY ACT"), or analogous foreign
laws and regulations.
(t) The
authorized, issued and outstanding capital stock of the Company
has been validly authorized and issued, is
fully paid and nonassessable and was
not issued in violation of or subject to
any preemptive or similar rights; and
such authorized capital stock conforms in
all material respects to the
description thereof set forth in each of
the Time of Sale Prospectus and the
Prospectus. The Company had at September
30,2005, an authorized and outstanding
capitalization as set forth in the Time of
Sale Prospectus and, except with
respect to warrants to purchase Common
Stock, par value $0.01 per share ("COMMON
STOCK") issued by the Company as part of
the Trust Preferred Income Equity
Redeemable Securities of the Company and
RGA Capital Trust I (the "WARRANTS") or
otherwise as expressly set forth in the
Time of Sale Prospectus, since the date
set forth in the Time of Sale Prospectus,
(A) there are no outstanding
preemptive or other rights, warrants or
options to acquire, or instruments
convertible into or exchangeable for, any
shares of capital stock or other
equity interest in the Company or any of
its subsidiaries, or any contract,
commitment, agreement, understanding or
arrangement of any kind relating to the
issuance of any capital stock of the
Company or any such subsidiary, any such
convertible or exchangeable securities or
any such rights, warrants or options
and (B) there will have been no change in
the authorized or outstanding
capitalization of the Company, except with
respect to, in the case of each of
clause (A) and (B) above, (i) changes
occurring in the ordinary course of
business and (ii) changes in outstanding
Common Stock and options or rights to
acquire Common Stock resulting from
transactions relating to the Company's
employee benefit, dividend reinvestment or
stock purchase plans.
(u) The
Company and each of its subsidiaries maintains insurance
covering
their properties, personnel and business.
Such insurance insures against such
losses and risks as are adequate in
accordance with the Company's perception of
customary industry practice to protect the
Company and its subsidiaries and
their businesses. Neither the Company nor
any of its subsidiaries have received
notice from any insurer or agent of such
insurer that substantial capital
improvements or other expenditures will
have to be made in order to continue
such insurance. All such insurance is
outstanding and duly in force on the date
hereof and will be outstanding and duly in
force on the Delivery Date.
(v)
Neither the Company nor any agent thereof acting on the behalf of
the
Company has taken, and none of them will
take, any action that might cause the
Agreement or the issuance and sale of the
Securities to violate Regulation T (12
C.F.R. Part 220), Regulation U (12 C.F.R.
Part 221) or Regulation X (12 C.F.R.
Part 224) of the Board of Governors of the
Federal Reserve System.
(w)
Deloitte & Touche LLP ("DELOITTE & TOUCHE"), who has
certified the
financial statements and supporting
schedules included or incorporated by
reference in each of the Time of
<PAGE>
9
Sale Prospectus and the Prospectus and has
audited the Company's internal
control over financial reporting and
management's assessment thereof, is an
independent registered public accounting
firm as required by the Securities Act.
The consolidated historical statements
together with the related schedules and
notes fairly present, in all material
respects, the consolidated financial
condition and results of operations of the
Company and its subsidiaries at the
respective dates and for the respective
periods indicated, in accordance with
United States generally accepted accounting
principles consistently applied
throughout such periods, except as stated
therein. Other financial and
statistical information and data included
or incorporated by reference in each
of the Time of Sale Prospectus and the
Prospectus, historical and pro forma,
are, in all material respects, accurately
presented and prepared on a basis
consistent with such financial statements,
except as may otherwise be indicated
therein, and the books and records of the
Company and its subsidiaries.
(x) The
2004 statutory annual statements of each of RGA Reinsurance
Company, a Missouri insurance corporation,
Reinsurance Company of Missouri
Incorporated and RGA Life Reinsurance
Company of Canada (collectively, the
"INSURANCE SUBSIDIARIES") and the statutory
balance sheets and income statements
included in such statutory annual
statements together with related schedules and
notes, have been prepared, in all material
respects, in conformity with
statutory accounting principles or
practices required or permitted by the
appropriate Insurance Department of the
jurisdiction of domicile of each such
subsidiary, and such statutory accounting
practices have been applied on a
consistent basis throughout the periods
involved, except as may otherwise be
indicated therein or in the notes thereto,
and present fairly, in all material
respects, the statutory financial position
of the Insurance Subsidiaries as of
the dates thereof, and the statutory basis
results of operations of the
Insurance Subsidiaries for the periods
covered thereby.
(y) The
Company and the Insurance Subsidiaries have made no material
changes in their insurance reserving
practices since September 30,2005, except
where such change in such insurance
reserving practices would not reasonably be
expected to have a Material Adverse
Effect.
(z) (i)
The Company's senior long-term debt is rated "a-" by A.M. Best
Company, Inc., "Baal" by Moody's Investor
Services ("MOODY'S") and "A-" by
Standard & Poor's Rating Services, Inc.
("S&P"); (ii) RGA Reinsurance Company
has a financial strength rating of "A+"
(Superior) from A.M. Best Company, Inc.,
"A1" from Moody's and "AA-" from S&P;
(iii) RGA Life Reinsurance Company of
Canada has a financial strength rating of
"A+" (Superior) from A.M. Best
Company, Inc. and "AA-" from S&P; and
(iv) the Company is not aware of any
threatened or pending downgrading of the
ratings set forth in clauses (i), (ii)
and (iii) above or any other claims-paying
ability rating of the Company or any
Significant Subsidiaries, other than as set
forth or described in the Time of
Sale Prospectus.
(aa)
Except as described in the Prospectus, with respect to MetLife,
Inc.,
there are no contracts, agreements or
understandings between the Company, any of
the subsidiaries of the Company and any
person granting such person the right to
require the Company to file a registration
statement under the Securities Act
with respect to any securities of the
Company owned or to be owned by such
person. The Time of Sale Prospectus
contains in all material respects the same
description of the foregoing matters
contained in the Prospectus.
<PAGE>
10
(bb) The
Company has all necessary corporate power and authority to
execute and deliver this Agreement and to
perform its obligations hereunder;
this Agreement has been duly authorized,
executed and delivered by the Company
and assuming due authorization, execution
and delivery by the Underwriters, it
will be a legally binding agreement of the
Company, enforceable against the
Company in accordance with its terms,
except (i) as such enforcement may be
limited by bankruptcy, insolvency,
reorganization, receivership, moratorium,
fraudulent transfer or similar laws now or
hereinafter in effect relating to or
affecting creditors' rights generally and
by general principles of equity,
including without limitation, concepts of
reasonableness, materiality, good
faith and fair dealing, (ii) that the
remedies of specific performance and
injunctive and other forms of equitable
relief are subject to general equitable
principles, whether such enforcement is
sought at law or equity, (iii) that such
enforcement may be subject to the
discretion of the court before which any
proceedings therefore may be brought and
(iv) except with respect to the rights
of indemnification and contribution
hereunder, where enforcement hereof may be
limited by federal or state securities laws
or the policies underlying such
laws.
(cc) The
Company has all necessary corporate power and authority to
execute and deliver the Indenture and to
perform its obligations thereunder,
except with respect to performance of the
Alternative Coupon Satisfaction
Mechanism (as defined in the Indenture), as
set forth below; the Indenture has
been duly authorized by the Company, is
qualified under the Trust Indenture Act
of 1939 ("TRUST INDENTURE ACT") and
conforms in all material respects to the
requirements of the Trust Indenture Act;
when the Indenture is duly executed and
delivered by the Company, assuming (x) due
authorization, execution and delivery
of the Indenture by the Trustee and (y) due
authorization of any offer or sale
of Common Stock pursuant to the Alternative
Coupon Satisfaction Mechanism before
or at the time of any such offer or sale,
it will constitute a legally binding
agreement of the Company, enforceable
against the Company in accordance with its
terms, except (i) as such enforcement may
be limited by bankruptcy, insolvency,
reorganization, receivership, moratorium,
fraudulent transfer or similar laws
now or hereinafter in effect relating to or
affecting creditors' rights
generally and by general principles of
equity, including without limitation,
concepts of reasonableness, materiality,
good faith and fair dealing, (ii) that
the remedies of specific performance and
injunctive and other forms of equitable
relief are subject to general equitable
principles, whether such enforcement is
sought at law or equity and (iii) that such
enforcement may be subject to the
discretion of the court before which any
proceedings therefore may be brought.
The Indenture will conform, when executed
and delivered, in all material
respects to the description thereof
contained in the Prospectus. The Time of
Sale Prospectus contains in all material
respects the same description of the
foregoing matters contained in the
Prospectus.
(dd) The
Securities have been duly authorized by the Company and when
the
Securities are executed, authenticated and
issued in accordance with the terms
of the Indenture and delivered to and paid
for by the Underwriters pursuant to
this Agreement, assuming (x) due
authentication of the Securities by the Trustee
and (y) due authorization before or at the
time of any offer or sale of Common
Stock pursuant to the Alternative Coupon
Satisfaction Mechanism, such Securities
will constitute legally valid and binding
obligations of the Company, entitled
to the benefits of the Indenture and
enforceable against the Company in
accordance with their terms, except (i) as
such enforcement may be limited by
bankruptcy, insolvency, reorganization,
receivership, moratorium, fraudulent
transfer or similar laws now or hereinafter
in effect relating
<PAGE>
11
to or affecting creditors' rights generally
and by general principles of equity,
including without limitation, concepts of
reasonableness, materiality, good
faith and fair dealing, (ii) that the
remedies of specific performance and
injunctive and other forms of equitable
relief are subject to general equitable
principles, whether such enforcement is
sought at law or equity and (iii) that
such enforcement may be subject to the
discretion of the court before which any
proceedings therefore may be brought. The
Securities will conform, when executed
and delivered, in all material respects to
the description thereof contained in
the Prospectus. The Time of Sale Prospectus
contains in all material respects
the same description of the foregoing
matters contained in the Prospectus.
(ee)
Neither the Company, nor to its knowledge, any of its Affiliates
(as
defined in Regulation C of the Securities
Act, an "AFFILIATE"), has taken or
will take, directly or indirectly, any
action designed to cause or result in, or
which has constituted or which might
reasonably be expected to constitute, the
stabilization or manipulation of the price
of the Securities to facilitate the
sale or resale of such Securities.
(ff) As of
the date hereof and the Delivery Date, no "mandatory deferral
event" (as defined in each of the Time of
Sale Prospectus and the Prospectus)
has occurred or is likely to occur.
(gg) No
event has occurred nor has any circumstance arisen which, had
the
Securities been issued on the date hereof,
would constitute a default or an
event of default under the Indenture as
summarized in each of the Time of Sale
Prospectus and the Prospectus.
(hh) Each
certificate signed by any officer of the Company and delivered
to the Underwriters or counsel for the
Underwriters shall be deemed to be a
representation and warranty by the Company
to the Underwriters as to the matters
covered thereby.
(ii) (i)
The Company maintains a system of internal control over
financial
reporting (as such term is defined in Rule
13a-15(f) of the Exchange Act) that
complies with the requirements of the
Exchange Act and has been designed by the
Company's principal executive officer and
principal financial officer, or under
their supervision, to provide reasonable
assurance regarding the reliability of
financial reporting and the preparation of
financial statements for external
purposes in accordance with United States
generally accepted accounting
principles. The Company's internal control
over financial reporting is effective
and the Company is not aware of any
material weaknesses in its internal control
over financial reporting.
(ii)
Since the date of the latest financial statements included or
incorporated by reference in each of the Time of Sale Prospectus
and the
Prospectus, there has been no change in the Company's internal
control
over
financial reporting that has materially affected, or is
reasonably
likely to
materially affect, the Company's internal control over
financial
reporting.
(iii) The Company maintains disclosure controls and procedures
(as
such term
is defined in Rule 13a-15(e) of the Exchange Act) that comply
with the
requirements of the Exchange Act, such disclosure controls and
procedures
have been designed to provide reasonable assurance that
material
information relating to the Company and its
<PAGE>
12
subsidiaries is made known to the Company's principal executive
officer
and
principal financial officer by others within those entities.
Such
disclosure
controls and procedures are effective to provide such
reasonable
assurance.
2.
Purchase of the Securities by the Underwriters. On the basis of
the
representations and warranties made herein
and subject to the terms and
conditions herein set forth, (a) the
Company agrees to sell to each of the
Underwriters, and each of the Underwriters
agrees, severally and not jointly, to
purchase from the Company the aggregate
principal amount of Securities set forth
opposite their respective names in Schedule
1 hereto. The price of the
Securities shall be 98.66% of the principal
amount thereof. The Company shall
not be obligated to deliver any of the
Securities to be delivered on the
Delivery Date, except upon payment for all
the Securities to be purchased on the
Delivery Date as provided herein.
3.
Offering of Securities by the Underwriters. The several
Underwriters
propose to offer the Securities for sale
upon the terms and conditions set forth
in the Prospectus.
4.
Delivery of and Payment for the Securities, (a) Delivery of and
payment
for the Securities shall be made at the
office of King & Spalding LLP, 1185
Avenue of the Americas, New York, New York
10036, at 10:00 a.m. (New York City
time) on the third full business day (or on
the fourth full business day if the
pricing of the Securities occurs after 4:30
p.m., New York City time, on the
date hereof) following the date of this
Agreement, or at such other date or
place as shall be determined by agreement
among the Underwriters and the Company
(such date and time of delivery of and
payment for the Securities, the "DELIVERY
DATE"). On the Delivery Date, the Company
shall deliver or cause to be delivered
certificates representing the Securities to
the Underwriters for the account of
each Underwriter against payment to or upon
the order of the Company of the
purchase price by wire transfer in
immediately available funds. Time shall be of
the essence, and delivery at the time and
place specified pursuant to this
Agreement is a further condition of the
obligation of each Underwriter
hereunder. Upon delivery, the Securities
shall be registered in such names and
in such denominations as the Representative
shall request in writing not less
than two full business days prior to the
Delivery Date.
The Company will
deliver, against payment of the purchase price, the
Securities in the form of one or more
permanent global certificates (the "GLOBAL
SECURITIES"), registered in the name of
Cede & Co., as nominee for The
Depository Trust Company ("DTC"). The
Global Securities will be made available,
at the request of the Underwriters, for
checking at least 24 hours prior to the
Delivery Date.
5. Further
Agreements.
5A.
Further Agreements of the Company. The Company further agrees, for
the
benefit of each of the Underwriters:
(a) To
prepare the Prospectus in a form approved by the Underwriters
which
approval shall not be unreasonably withheld
or delayed, and to file such
Prospectus pursuant to Rule 424(b) under
the Securities Act not later than
Commission's close of business on the
second business day following the
execution and delivery of this Agreement
or, if applicable, such earlier time as
may be required by Rule 430A(a)(3) under
the Securities Act; to make no further
<PAGE>
13
amendment or any supplement to the
Registration Statement or the Prospectus
prior to the Delivery Date or to the Time
of Sale Prospectus prior to its first
use on the date hereof, except as permitted
herein; to advise the Underwriters,
promptly after it receives notice thereof,
of the time when any amendment to the
Registration Statement has been filed or
becomes effective or any supplement to
the Time of Sale Prospectus or the
Prospectus or any amended Time of Sale
Prospectus or Prospectus has been filed
with the Commission and to furnish the
Underwriters with copies thereof; to file
promptly all reports and any
definitive proxy or information statements
required to be filed by the Company
with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of the
Prospectus and for so long as the
delivery of a prospectus is required by
applicable law in connection with the
offering or sale of the Securities; to
advise the Underwriters, promptly after
it receives notice thereof, of the issuance
by the Commission of any stop order
or of any order preventing or suspending
the use of any Preliminary Prospectus,
the Time of Sale Prospectus or the
Prospectus, of the suspension of the
qualification of the Securities for
offering or sale in any jurisdiction, of the
initiation or threatening of any proceeding
for any such purpose, or of any
request by the Commission for the amending
or supplementing of the Registration
Statement, the Time of Sale Prospectus or
the Prospectus or for additional
information; and, in the event of the
issuance of any stop order or of any order
preventing or suspending the use of any
Preliminary Prospectus, the Time of Sale
Prospectus or the Prospectus or suspending
any such qualification, to use
promptly its reasonable best efforts to
obtain its withdrawal;
(b) To
furnish promptly to the Underwriters and to counsel for the
Underwriters a signed or facsimile signed
copy of the Registration Statement as
originally filed with the Commission, and
each amendment thereto filed with the
Commission, including all consents and
exhibits filed therewith;
(c) To
deliver promptly to the Underwriters such number of the
following
documents as the Underwriters shall
reasonably request: (i) conformed copies of
the Registration Statement as originally
filed with the Commission and each
amendment thereto (in each case excluding
exhibits) and (ii) each Preliminary
Prospectus, the Time of Sale Prospectus,
the Prospectus and any amended or
supplemented Preliminary Prospectus, Time
of Sale Prospectus or Prospectus, and,
if the delivery of a prospectus (or in lieu
thereof the notice referred to in
Rule 173(a) of the Securities Act) is
required at any time after the Effective
Time in connection with the offering or
sale of the Securities and, if at such
time, any events shall have occurred as a
result of which the Time of the Sale
Prospectus or the Prospectus, as the case
may be, as then amended or
supplemented would include an untrue
statement of a material fact or omit to
state any material fact necessary in order
to make the statements therein, in
light of the circumstances under which they
were made when such Time of Sale
Prospectus or Prospectus is delivered (or
in lieu thereof the notice referred to
in Rule 173(a) of the Securities Act), not
misleading, or, if for any other
reason it shall be necessary to amend or
supplement the Time of Sale Prospectus
or the Prospectus in order to comply with
the Securities Act, to notify the
Underwriters and, upon their request, to
prepare and furnish without charge to
the Underwriters and to any dealer in
securities as many copies as the
Underwriters may from time to time
reasonably request of an amended or
supplemented Time of Sale Prospectus or
Prospectus which will correct such
statement or omission or effect such
compliance;
<PAGE>
14
(d) Before
amending or supplementing the Registration Statement, the Time
of Sale Prospectus or the Prospectus, to
furnish to the Underwriters a copy of
each such proposed amendment or supplement
and not to file any such proposed
amendment or supplement to which the
Underwriters reasonably object, in each
case, other than the free writing
prospectus(es) identified on Schedule 2;
(e) To
file promptly with the Commission any amendment to the
Registration
Statement, the Time of Sale Prospectus or
the Prospectus or any supplement to
the Time of Sale Prospectus or the
Prospectus that may, in the reasonable
judgment of the Company or the
Underwriters, be required by the Securities Act
or is requested by the Commission;
(f) To
furnish to the Underwriters a copy of each proposed free
writing
prospectus to be prepared by or on behalf
of, used by, or referred to by the
Company and not to use or refer to any
proposed free writing prospectus to which
the Underwriters reasonably object, in each
case, other than the free writing
prospectus(es) identified on Schedule
2;
(g) To
obtain the Underwriters' consent, not to be unreasonably
withheld
or delayed, before taking, or failing to
take, any action that would cause the
Company to be required to file a free
writing prospectus pursuant to Rule 433(d)
of the Securities Act, other than the free
writing prospectus(es) listed in
Schedule 2 hereto;
(h) Not to
take any action that would result in an Underwriter being
required to file with the Commission
pursuant to Rule 433(d) of the Securities
Act a free writing prospectus prepared by
or on behalf of the Underwriter that
the Underwriter otherwise would not have
been required to file thereunder;
(i) If the
Time of Sale Prospectus is being used to solicit offers to buy
the Securities at a time when the
Prospectus is not yet available to prospective
purchasers and (A) any event shall occur or
condition exist as a result of which
it is necessary to amend or supplement the
Time of Sale Prospectus in writing in
order to make the statements therein, in
the light of the circumstances under
which they are made, not misleading, (B) if
any event shall occur or condition
exist as a result of which the Time of Sale
Prospectus conflicts with the
information contained in the Registration
Statement or (C) if, in the opinion of
counsel for the Underwriters, it is
necessary to amend or supplement the Time of
Sale Prospectus to comply with applicable
law, then the Company shall, with
respect to clause (A) , (B) or (C), as the
case may be, forthwith prepare, file
with the Commission and furnish, at its own
expense, to the Underwriters and to
any dealer upon request, either amendments
or supplements to the Time of Sale
Prospectus so that statements in the Time
of Sale Prospectus as so amended or
supplemented (X) will not, in light of the
circumstances under which they are
made, when conveyed to a prospective
purchaser, be misleading, (Y) so that the
Time of Sale Prospectus, as amended or
supplemented, will no longer conflict
with the Registration Statement or (Z) so
that the Time of Sale Prospectus as so
amended or supplemented otherwise complies
with applicable law, as the case may
be;
(j) For so
long as the delivery of a prospectus (or in lieu of thereof the
notice referred to in Rule 173(a) of the
Securities Act) is required in
connection with the initial offering or
sale of the Securities, prior to filing
with the Commission any amendment to the
Registration
<PAGE>
15
Statement or supplement to the Time of Sale
Prospectus or the Prospectus and any
document incorporated by reference in the
Time of Sale Prospectus or in the
Prospectus pursuant to Rule 424 of the
Securities Act, to furnish a copy thereof
to the Underwriters and counsel for the
Underwriters and obtain the consent of
the Underwriters to such filing;
(k) As
soon as practicable after the Effective Date, to make generally
available to the Company's security holders
and to deliver to the Underwriters
an earnings statement of the Company and
its subsidiaries (which need not be
audited) complying with Section 11(a) of
the Securities Act (including, at the
option of the Company, Rule 158 of the
Securities Act);
(1)
Promptly from time to time, to take such action as the
Representative
may reasonably request to qualify the
Securities for offering and sale under the
securities laws of such jurisdictions in
the United States as the Representative
may request and in such other jurisdictions
as the Company and the
Representative may mutually agree, and to
comply with such laws so as to permit
the continuance of sales and dealings
therein in such jurisdictions for as long
as may be necessary to complete the
distribution of the Securities; provided
that, in connection therewith, the Company
shall not be required to qualify as a
foreign corporation or to file a general
consent to service of process in any
jurisdiction;
(m) Not to
take, directly or indirectly, any action which is designed to
stabilize or manipulate, or which
constitutes or which might reasonably be
expected to cause or result in
stabilization or manipulation, of the price of
any security of the Company in connection
with the initial offering of the
Securities (except after consultation with
the Underwriters and as may be
permitted by under federal securities
laws);
(n) To use
its best efforts to cause the Securities to be accepted for
clearance and settlement through the
facilities of DTC;
(o) To
execute and deliver the Supplemental Indenture in form and
substance reasonably satisfactory to the
Underwriters;
(p) To
apply the net proceeds from the issuance of the Securities as
set
forth under "Use of Proceeds" in the
Prospectus;
(q) To
take such steps as shall be necessary to ensure that the
Company
and its Significant Subsidiaries shall not
become an "investment company" as
defined, and subject to regulation, under
the Investment Company Act;
(r) To
take all reasonable action necessary to enable the rating
agencies
identified in Section 7(p) to provide their
respective rating of the Securities;
and
(s) For a
period of 30 days after the date of the Prospectus not to (i)
offer, pledge, announce the intention to
sell, sell, contract to sell, sell any
option or contract to purchase, purchase
any option or contract to sell, grant
any option, right or warrant to purchase or
otherwise transfer or dispose of,
directly or indirectly, any debt securities
of the Company with a maturity of
three years or longer or any other
securities that are substantially similar to
the Securities or any securities
convertible into or exercisable or exchangeable
for such debt securities of the Company
(ii) enter into any swap or other
agreement that transfers, in whole or
<PAGE>
16
in part, any of the economic consequences
of ownership of any of the Securities
or such other securities, whether any such
transaction described in clause (i)
or (ii) above is to be settled by delivery
of such debt securities of the
Company or such other securities, in cash
or otherwise without the prior written
consent of the Underwriters, which shall
not be unreasonably withheld or
delayed, except that the foregoing
restrictions
