EX-4.29






Exhibit 4.29




AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE




     This Agreement of Resignation, Appointment and Acceptance is made by and among that issuer or
other person who is identified in Exhibit A attached hereto (the “Exhibit”) as the “Issuer” (the
“Issuer”), The Bank of New York, a banking corporation with trust powers duly organized and
existing under the laws of the State of New York and having its principal corporate trust office at
101 Barclay Street, New York, NY 10286 (the “Bank”) and The Bank of New York Trust Company, N.A., a
national banking association (“BNYTC”) duly organized and existing under the laws of the United
States and having its principal office in Los Angeles, California.



RECITALS:




     WHEREAS, the Issuer and the Bank entered into one or more trust indentures, paying agency
agreements, registrar agreements, or other relevant agreements as such are more particularly
described in the Exhibit under the section entitled “Agreements” (individually and collectively
referred to herein as the “Agreements”) under which the Bank was appointed in the capacity or
capacities identified in the Exhibit (individually and collectively the “Capacities”);



     WHEREAS, the Issuer desires to appoint BNYTC as the successor to the Bank in its Capacities
under the Agreements; and



     WHEREAS, BNYTC is willing to accept such appointment as the successor to the Bank in its
Capacities under the Agreements.



     NOW, THEREFORE, the Issuer, the Bank and BNYTC, for and in consideration of the premises and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, hereby consent and agree as follows:



ARTICLE I




THE BANK




     SECTION 1.01. The Bank hereby resigns from its Capacities under the Agreements.



     SECTION 1.02. The Bank hereby assigns, transfers, delivers and confirms to BNYTC all rights,
powers, interests, trusts, duties and obligations of the Bank in its Capacity(s) relating to the
Agreements.



ARTICLE II




THE ISSUER




     SECTION 2.01. The Issuer hereby accepts the resignation of the Bank from its Capacities under
the Agreements.



 









 





     SECTION 2.02. All conditions relating to the appointment of BNYTC as the successor to the
Bank in its Capacities under the Agreements have been met by the Issuer, and the Issuer hereby
appoints BNYTC to its Capacities under the Agreements with like effect as if originally named to
such Capacities under the Agreements.



ARTICLE III




BNYTC




     SECTION 3.01. BNYTC hereby represents and warrants to the Bank and to the Issuer that BNYTC
is qualified and eligible to act in the Capacities under the Agreements.



     SECTION 3.02. BNYTC hereby accepts its appointment to the Capacities under the Agreements and
accepts and assumes the rights, powers, trusts, interests, duties and obligations of the Bank under
the Agreements, upon the terms and conditions set forth therein, with like effect as if originally
named to such Capacities under the Agreements.



ARTICLE IV




MISCELLANEOUS




     SECTION 4.01. This Agreement and the resignation, appointment and acceptance effected hereby
shall be effective as of 12:01 A.M. local Los Angeles time on the Effective Date set forth in the
Exhibit.



     SECTION 4.02. This Agreement shall be governed by and construed in accordance with the
internal laws of the State of New York.



     SECTION 4.03. This Agreement may be executed in any number of counterparts each of which
shall be an original, but such counterparts shall together constitute but one and the same
instrument.



     SECTION 4.04. The persons signing this Agreement on behalf of the Issuer, BNYTC and the Bank
are duly authorized to execute it on behalf of the each party, and each party warrants that it is
authorized to execute this Agreement and to perform its duties hereunder.



     SECTION 4.05. The Issuer represents that it is the type of entity as identified in the
Exhibit and has been duly organized and is validly existing under the laws of the jurisdiction and
with the principal office as identified in the Exhibit.



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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement of Resignation, Appointment
and Acceptance to be duly executed and acknowledged all as of the day and year first above written
on the attached Exhibit A.



	 	 	 	 	 	 	 
	 	 	Reinsurance Group of America Incorporated	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Todd C. Larson
 

	 	 
	 	 	Name: Todd C. Larson	 	 
	 	 	Title: Senior Vice President, Controller and Treasurer	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	The Bank of New York	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Van K. Brown
 

	 	 
	 	 	Name: Van K. Brown	 	 
	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	The Bank of New York Trust Company, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ M. Callahan
 

	 	 
	 	 	Name: M. Callahan	 	 
	 	 	Title: Vice President	 	 






3









 





EXHIBIT A




Issuer: Reinsurance Group of America, Incorporated

Effective Date: November 30, 2006



Agreement(s): Senior Indenture, Amended & Restated Trust Agreement, Warrant Agreement, Guarantee
Agreement, Unit Agreement, Junior Subordinated Indenture, First Supplemental Junior Subordinated
Indenture, Second Supplemental Junior Subordinated Indenture, Calculation Agency Agreement.




	 	 	 	 	 	 	 
	 	 	TAS	 	 	 	 
	 	 	Account	 	Description of	 	The Bank of New
	Name/Description of transaction	 	Numbers	 	relevant Agreement & Date	 	York’s Capacity(s)
	6.75% Senior Notes
due 2011

	 	Not applicable
	 	Senior Indenture
dated as of
December 19, 2001;
First Supplemental
Senior Indenture
dated as of
December 19, 2001
	 	Trustee, Registrar
and Paying Agent
	 
	 	 	 	 	 	 
	5.75% Trust PIERS
due 2050

	 	 128862
	 	Amended & Restated
Trust Agreement,
Warrant Agreement,
Junior Subordinated
Debenture, Unit
Agreement,
Guarantee
Agreement, First
Supplemental Junior
Subordinated
Indenture dated as
of December 18,
2001
	 	Warrant Agent,
Guarantee Trustee,
Property Trustee,
Trustee, Registrar
and Paying Agent
	 
	 	 	 	 	 	 
	6.75% Junior
Subordinated
Debentures due 2065

	 	Not applicable
	 	Second Supplemental
Junior Subordinated
Indenture dated as
of December 8,
2005, Calculation
Agency Agreement
dated as of
December 8, 2005
	 	Trustee, Registrar,
Calculation Agent
and Paying Agent