<PAGE>
                                                                  EXECUTION COPY
                                                                     Exhibit 4.1
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                                 UNIT AGREEMENT


                                      AMONG


                   REINSURANCE GROUP OF AMERICA, INCORPORATED,

                              RGA CAPITAL TRUST I,

                                   AS ISSUERS,


                              THE BANK OF NEW YORK,

                                    AS AGENT,


                              THE BANK OF NEW YORK,

                                AS WARRANT AGENT,


                                       AND


                              THE BANK OF NEW YORK,

                              AS PROPERTY TRUSTEE,


                          DATED AS OF DECEMBER 18, 2001



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<PAGE>


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                         Page
                                                                                                         ----

<S>                                                                                                      <C>
ARTICLE I       Definitions and Other Provisions of General Applications...................................2

    Section 1.1.    Definitions............................................................................2

    Section 1.2.    Compliance Certificates and Opinions...................................................9

    Section 1.3.    Form of Documents Delivered to Agent...................................................9

    Section 1.4.    Acts of Holders; Record Dates.........................................................10

    Section 1.5.    Notices...............................................................................11

    Section 1.6.    Notice to Holders; Waiver.............................................................12

    Section 1.7.    Effect of Headings and Table of Contents..............................................12

    Section 1.8.    Successors and Assigns................................................................12

    Section 1.9.    Separability Clause...................................................................13

    Section 1.10.   Benefits of Agreement.................................................................13

    Section 1.11.   Governing Law.........................................................................13

    Section 1.12.   Legal Holidays........................................................................13

    Section 1.13.   Counterparts..........................................................................13

    Section 1.14.   Inspection of Agreement...............................................................13

ARTICLE II   Certificate Forms............................................................................14

    Section 2.1.   Forms of Certificates Generally; Legends...............................................14

    Section 2.2.   Form of Agent's Certificate of Authentication..........................................15

ARTICLE III   The Units...................................................................................15

    Section 3.1.    Title; Amount; Terms; Form; and Allocation of Purchase Price..........................15

    Section 3.2.    Rights and Obligations Evidenced by the Certificates..................................16

    Section 3.3.    Execution, Authentication, Delivery and Dating........................................16

    Section 3.4.    Temporary Certificates................................................................17

    Section 3.5.    Registration; Registration of Transfer and Exchange...................................18

    Section 3.6.    Separation and Rejoining of Units.....................................................19

    Section 3.7.    Book-Entry Interests..................................................................21

    Section 3.8.    Notices to Holders....................................................................21

    Section 3.9.    Appointment of Successor Clearing Agency..............................................21

    Section 3.10.   Definitive Unit Certificates..........................................................21
</TABLE>

                                      -i-
<PAGE>

<TABLE>

<S>                                                                                                       <C>
    Section 3.11.   Mutilated, Destroyed, Lost and Stolen Certificates....................................22

    Section 3.12.   Persons Deemed Owners.................................................................23

    Section 3.13.   Cancellation..........................................................................23

    Section 3.14.   CUSIP Numbers.........................................................................24

    Section 3.15.   [Reserved.]...........................................................................24

    Section 3.16.   ERISA Considerations..................................................................24

ARTICLE IV    The Preferred Securities....................................................................24

    Section 4.1.    Payment of Distributions; Rights to Distributions Preserved; Distribution
                    Rate Reset............................................................................24

    Section 4.2.   Notice and Voting......................................................................25

    Section 4.3.   Distribution of Debentures.............................................................25

ARTICLE V     Remarketing and Redemption; Early Exercise..................................................25

    Section 5.1.   Remarketing and Redemption.............................................................25

    Section 5.2.   Early Exercise of Warrants; Exchange of Preferred Securities and Repurchase
                   of Debentures..........................................................................28

    Section 5.3.   Change of Control......................................................................28

    Section 5.4.   Certain Rights Following a Remarketing.................................................29

    Section 5.5.   Governing Documents....................................................................30

ARTICLE VI    Remedies....................................................................................30

    Section 6.1.   Unconditional Right of Holders to Receive Payments and to Purchase Common
                   Stock..................................................................................30

    Section 6.2.   Restoration of Rights and Remedies.....................................................30

    Section 6.3.   Rights and Remedies Cumulative.........................................................30

    Section 6.4.   Delay or Omission Not Waiver...........................................................31

    Section 6.5.   Undertaking for Costs..................................................................31

    Section 6.6.   Waiver of Stay or Extension Laws.......................................................31

ARTICLE VII   The Agent...................................................................................31

    Section 7.1.    Certain Duties and Responsibilities...................................................31

    Section 7.2.    Notice of Default.....................................................................32

    Section 7.3.    Certain Rights of Agent...............................................................32

    Section 7.4.    Not Responsible for Recitals or Issuance of Securities................................33

    Section 7.5.    May Hold Securities...................................................................34
</TABLE>

                                      -ii-

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<TABLE>
<S>                                                                                                      <C>
    Section 7.6.    Money Held in Custody.................................................................34

    Section 7.7.    Compensation and Reimbursement........................................................34

    Section 7.8.    Corporate Agent Required; Eligibility.................................................35

    Section 7.9.    Resignation and Removal; Appointment of Successor.....................................35

    Section 7.10.   Acceptance of Appointment by Successor................................................36

    Section 7.11.   Merger, Conversion, Consolidation or Succession to Business...........................36

    Section 7.12.   Preservation of Information; Communications to Holders................................37

    Section 7.13.   No Obligations of Agent...............................................................37

    Section 7.14.   Tax Compliance........................................................................37

ARTICLE VIII   Supplemental Agreements....................................................................38

    Section 8.1.   Supplemental Agreements Without Consent of Holders.....................................38

    Section 8.2.   Supplemental Agreements With Consent of Holders; Other Fiduciaries.....................38

    Section 8.3.   Execution of Supplemental Agreements...................................................39

    Section 8.4.   Effect of Supplemental Agreements......................................................39

    Section 8.5.   Reference to Supplemental Agreements...................................................39

ARTICLE IX    Consolidation, Merger, Sale Or Conveyance...................................................39

    Section 9.1.   Company May Consolidate, Etc., Only on Certain Terms...................................39

    Section 9.2.   Successor Corporation Substituted......................................................40

ARTICLE X     Covenants...................................................................................41

    Section 10.1.   Performance Under Agreements..........................................................41

    Section 10.2.   Maintenance of Office or Agency.......................................................41

    Section 10.3.   Statements of Officers of the Company as to Compliance................................41

    Section 10.4.   Statement by Officers as to Default...................................................42

    Section 10.5.   Calculation of Original Issue Discount................................................42

ARTICLE XI    Representations of the Agent................................................................42

    Section 11.1.   Representations and Warranties of the Agent...........................................42

ARTICLE XII   The Warrant Agent and The Property Trustee..................................................43

    Section 12.1.   Certain Duties and Responsibilities...................................................43
</TABLE>


                                     -iii-
<PAGE>


<TABLE>
<S>                                                                                                      <C>
EXHIBIT A   Form of Face of Unit Certificate.............................................................A-1

EXHIBIT B   Form of Election not to Remarket.............................................................B-1

EXHIBIT C   Notice of Exercising Remarketing Holder......................................................C-1

EXHIBIT D   Notice of Change of Control Redemption Election..............................................D-1

EXHIBIT E   Notice of Change of Control Exchange and Repurchase..........................................E-1

EXHIBIT F   Fee Schedule.................................................................................F-1
</TABLE>


                                      -iv-
<PAGE>


         UNIT AGREEMENT, dated as of December 18, 2001, among Reinsurance Group
of America, Incorporated, a Missouri corporation (the "COMPANY"), RGA Capital
Trust I, a statutory Delaware business trust (the "Trust"), The Bank of New
York, acting as Agent for the Holders of the Units from time to time (the
"AGENT"), The Bank of New York, as Warrant Agent, The Bank of New York, as
Property Trustee for the Trust and The Bank of New York (Delaware), as Delaware
Trustee (the "DELAWARE TRUSTEE").

                                    RECITALS:

         WHEREAS, in connection with an Underwriting Agreement between the
Issuers and the Underwriters, the Issuers desire to issue Trust Preferred Income
Equity Redeemable SecuritiesSM (PIERSSM) Units (the "UNITS") consisting of:

              (i) Preferred Securities, stated liquidation amount $50 per
         preferred security, issued by the Trust pursuant to the Trust
         Agreement, as guaranteed by the Company pursuant to and to the extent
         set forth in the Guarantee Agreement, and to the extent distributed by
         the Trust, the Debentures; and

              (ii) Warrants issued by the Company pursuant to the Warrant
         Agreement;

         WHEREAS, concurrently with the issuance of the Preferred Securities,
the Trust will invest the proceeds thereof, together with the proceeds of the
issuance to the Company of the common securities of the Trust (the "COMMON
SECURITIES" and, together with the Preferred Securities, the "TRUST
SECURITIES"), in the Debentures;

         WHEREAS, the Issuers and each of the respective agents and trustees
have duly authorized, executed and delivered this Agreement, the Trust
Agreement, the Warrant Agreement, the Indenture, the Guarantee Agreement, the
Remarketing Agreement and the Calculation Agency Agreement, as the case may be;

         WHEREAS, the Issuers have duly authorized and have done all things
necessary to issue, and cause the issuance of, the Trust Securities, the
Warrants, the Debentures and the Guarantee, as the case may be, pursuant to the
Trust Agreement, the Warrant Agreement, the Indenture and the Guarantee
Agreement, respectively;

         WHEREAS, all capitalized terms that are used but not defined above have
the meanings assigned to them in this Agreement below;

                              W I T N E S S E T H :
                              --------------------

         NOW, THEREFORE, for and in consideration of the premises and the
purchase of the Units by the Holders thereof, it is mutually agreed as follows:
<PAGE>





                                   ARTICLE I

                        Definitions and Other Provisions
                             of General Applications

Section 1.1.      Definitions.

         For all purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires:

              (a) the terms defined in this Article have the meanings assigned
         to them in this Article and include the plural as well as the singular,
         and nouns and pronouns of the masculine gender include the feminine and
         neutral genders;

              (b) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with generally accepted
         accounting principles in the United States;

              (c) the words "HEREIN," "HEREOF" and "HEREUNDER" and other words
         of similar import refer to this Agreement as a whole and not to any
         particular Article, Section, Exhibit or other subdivision;

              (d) all terms not defined herein have the meanings assigned to
         them in the Trust Agreement;

              (e) any reference herein to an agreement entered into in
         connection with the issuance of securities contemplated therein as of
         the date hereof shall mean such agreement as it may be amended,
         modified or supplemented in accordance with its terms; and

              (f) the following terms have the meanings given to them in this
         Section 1.1(e):

         "ACCRETED VALUE" has the meaning given to it in the Trust Agreement.

         "ACT" when used with respect to any Holder, has the meaning given to it
in Section 1.4.

         "ACTION EXPIRATION DATE" has the meaning given to it in Section 1.4(e).

         "AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise and
the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

         "AGENT" means the Person named as the "Agent" in the first paragraph of
this instrument until a successor Agent shall have become such pursuant to the
applicable provisions of this Agreement, and thereafter "Agent" shall mean such
Person.



                                      -2-
<PAGE>


         "AGREEMENT" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more agreements
supplemental hereto entered into pursuant to the applicable provisions hereof.

         "APPLICABLE PROCEDURES" means, with respect to any transfer or exchange
of or for the beneficial interests in the Global Unit Certificates, the rules
and procedures of the Depositary that apply to such transfer or exchange.

         "APPLICANTS" has the meaning given to it in Section 7.12.

         "BANKRUPTCY CODE" means Title 11 of the United States Code, or any
other law of the United States that from time to time provides a uniform system
of bankruptcy laws.

         "BENEFICIAL OWNER" means, with respect to a Global Unit Certificate, a
Person who is the beneficial owner of such Book-Entry Interest as reflected on
the books of the Clearing Agency or on the books of a Person maintaining an
account with such Clearing Agency (directly as a Clearing Agency Participant or
as an indirect participant, in each case, in accordance with the rules of such
Clearing Agency).

         "BOARD OF DIRECTORS" means the board of directors of the Company or a
duly authorized committee of that board.

         "BOARD RESOLUTION" means one or more resolutions of the Board of
Directors, a copy of which has been certified by the Secretary or an Assistant
Secretary of the Company to have been duly adopted by the Board of Directors and
to be in full force and effect on the date of such certification and delivered
to the Agent.

         "BOOK-ENTRY INTEREST" means a beneficial interest in a Global Unit
Certificate, ownership and transfers of which shall be maintained and made
through book entries by a Clearing Agency as described in Section 3.7.

         "BUSINESS DAY" means any day, other than a Saturday or Sunday, that is
not a day on which banking institutions in the Borough of Manhattan, the City of
New York, St. Louis, Missouri or Wilmington, Delaware are authorized or required
by law, regulation or executive order to close.

         "CALCULATION AGENT" means Reinsel & Company LLP as the calculation
agent under the Calculation Agreement, and any successor thereto.

         "CALCULATION AGREEMENT" means the Calculation Agency Agreement dated as
of December 18, 2001 between the Company and the Calculation Agent, as amended,
supplemented or replaced from time to time.

         "CERTIFICATE" means a certificate evidencing the rights and obligations
of a Holder in respect of the number of Securities specified on such
Certificate, substantially in the form of Exhibit A hereto.

         "CHANGE OF CONTROL" has the meaning given to it in the Trust Agreement.

                                      -3-
<PAGE>

         "CHANGE OF CONTROL NOTICE DATE" has the meaning given to it in Section
5.3.

         "CHANGE OF CONTROL REDEMPTION RIGHT" has the meaning given to it in
Section 5.3.

         "CHANGE OF CONTROL REPURCHASE RIGHT" has the meaning given to it in
Section 5.3.

         "CLEARING AGENCY" means an organization registered as a "Clearing
Agency" pursuant to Section 17A of the Exchange Act that is acting as a
depositary for the Securities and in whose name, or in the name of a nominee of
that organization, shall be registered a Global Unit Certificate and which shall
undertake to effect book entry transfers and pledges of the Securities.

         "CLEARING AGENCY PARTICIPANT" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time the Clearing
Agency effects book entry transfers and pledges of securities deposited with the
Clearing Agency.

         "CODE" means the Internal Revenue Code of 1986, as amended.

         "COMMON STOCK" means the common stock, par value $0.01 per share, of
the Company.

         "COMPANY" has the meaning given to it in the Preamble.

         "CORPORATE TRUST OFFICE" means the principal corporate trust office of
the Agent at which, at any particular time, its corporate trust business shall
be administered, which office at the date hereof is located at 101 Barclay
Street, 21 West, New York, New York 10286 Attention: Corporate Trust
Administration.

         "COUPON RATE" means the percentage rate per annum at which each
Debenture will bear interest initially which rate, on and after the Remarketing
Settlement Date, will be the Reset Rate established in the Remarketing on the
Remarketing Settlement Date, in each case, pursuant to the Indenture.

         "DEBENTURE CERTIFICATES" has the meaning given to it in Section 3.10.

         "DEBENTURES" means the 5.75% Junior Subordinated Deferrable Interest
Debentures due 2051 to be issued by the Company pursuant to the Indenture.

         "DECLARATION" means the Trust Agreement.

         "DEFINITIVE UNIT CERTIFICATES" means definitive, physical fully
registered Certificates delivered in accordance with Section 3.10.

         "DEPOSITARY" means DTC until another Clearing Agency becomes its
successor.

         "DISTRIBUTION RATE" has the meaning given to it in the Trust Agreement.

         "DTC" means The Depository Trust Company, the initial Clearing Agency.

         "EARLY EXERCISE" has the meaning given to it in Section 5.2.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

                                      -4-
<PAGE>

         "EXCHANGE ACT" means the Securities Exchange Act of 1934 and any
statute successor thereto, in each case as amended from time to time, and the
rules and regulations promulgated thereunder.

         "EXCHANGE AGENT" has the meaning given to it in the Trust Agreement.

         "EXERCISE CONDITIONS" has the meaning given to it in the Warrant
Agreement.

         "EXERCISE PRICE" has the meaning given to it in the Warrant Agreement.

         "EXERCISING HOLDER" has the meaning given to it in Section 5.1.

         "EXPIRATION DATE" has the meaning given to it in the Warrant Agreement.

         "FAILED REMARKETING" has the meaning given to it in Section 5.1.

         "GLOBAL UNIT CERTIFICATE" has the meaning given to it in Section 2.1.

         "GUARANTEE AGREEMENT" means the Guarantee Agreement dated as of
December 18, 2001 between the Company and the Guarantee Trustee, as amended or
supplemented from time to time.

         "GUARANTEE TRUSTEE" means The Bank of New York, as trustee under the
Guarantee Agreement, or any successor thereto

         "HOLDER," when used with respect to a Security, means the Person in
whose name the Security evidenced by a Certificate is registered which, so long
as the Units are held in the form of one or more Global Unit Certificates, shall
be the Depositary or its nominee in the Register; provided, however, that in
determining whether the Holders of the requisite number of Units have voted on
any matter, then for the purpose of such determination only (including, without
limitation, any notice hereunder), if the Units remain in the form of one or
more Global Unit Certificates and if the Clearing Agency which is the holder of
such Global Unit Certificate has sent an omnibus proxy assigning voting rights
to the Clearing Agency Participants to whose accounts the Securities are
credited on the record date, the term "Holder" shall mean such Clearing Agency
Participant acting at the direction of the Beneficial Owners.

         "INDENTURE" means the Junior Subordinated Indenture, dated as of
December 18, 2001, between the Company and the Indenture Trustee, as amended by
the First Supplemental Indenture dated as of December 18, 2001, as further
amended and supplemented (including any provisions of the TIA that are deemed
incorporated therein), pursuant to which the Debentures are to be issued.

         "INDENTURE TRUSTEE" means The Bank of New York, as trustee under the
Indenture, or any successor thereto.

         "ISSUE DATE" means the date of issue of the Units, December 18, 2001.

         "ISSUERS ORDER" or "ISSUER REQUEST" means a written request or order
signed in the name of the Company by its President or a Vice Chair or a Senior
Executive Vice President and by its Treasurer, its Secretary or an Assistant
Secretary, and delivered to the Agent.

                                      -5-
<PAGE>

         "ISSUERS" is a collective reference to the Company and the Trust.

         "LEGAL CAUSE REMARKETING EVENT" has the meaning given to it in the
Trust Agreement.

         "MATURITY REMARKETING DATE" has the meaning given to it in the Trust
Agreement.

         "NOTICE OF REDEMPTION" has the meaning given to it in the Warrant
Agreement.

         "OFFICERS' CERTIFICATE" means a certificate signed by the Chairman, a
Vice Chairman, the President, the Chief Financial Officer or Vice President, and
the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller,
the Secretary or an Assistant Secretary, of the Company, and delivered to the
Agent. Any Officers' Certificate delivered with respect to compliance with a
condition or covenant provided for in this Agreement shall include:

              (a) a statement that each officer signing the Officers'
         Certificate has read the covenant or condition and the definitions
         relating thereto;

              (b) a brief statement of the nature and scope of the examination
         or investigation undertaken by each officer in rendering the Officers'
         Certificate;

              (c) a statement that each such officer has made such examination
         or investigation as, in such officer's opinion, is necessary to enable
         such officer to express an informed opinion as to whether or not such
         covenant or condition has been complied with; and

              (d) a statement as to whether, in the opinion of each such
         officer, such condition or covenant has been complied with.

         "OPERATIVE DOCUMENTS" means this Agreement, the Trust Agreement, the
Guarantee, the Indenture, the Warrant Agreement, the Calculation Agency
Agreement and the Remarketing Agreement.

         "OPINION OF COUNSEL" means a written opinion of counsel, who may be
counsel for the Company (and who may be an employee of the Company), and who
shall be reasonably acceptable to the Agent. An opinion of counsel may rely on
certificates as to matters of fact.

         "OUTSTANDING SECURITIES," with respect to any Security means, as of the
date of determination, all Securities evidenced by Certificates theretofore
authenticated, executed and delivered under this Agreement, except:

              (i) Securities evidenced by Certificates theretofore cancelled by
         the Agent or delivered to the Agent for cancellation or deemed
         cancelled pursuant to the provisions of this Agreement; and

              (ii) Securities evidenced by Certificates in exchange for or in
         lieu of which other Certificates have been authenticated, executed on
         behalf of the Holder and delivered pursuant to this Agreement, other
         than any such Certificate in respect of which there shall have been
         presented to the Agent proof satisfactory to it that such Certificate
         is held by a



                                      -6-
<PAGE>

         bona fide purchaser in whose hands the Security evidenced by such
         Certificate are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
number of the Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, Securities owned by the Company
or any Affiliate of the Company shall be disregarded and deemed not to be
Outstanding Securities, except that, in determining whether the Agent shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Securities which a Responsible Officer of the
Agent knows to be so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding Securities if the
pledgee establishes to the satisfaction of the Agent the pledgee's right so to
act with respect to such Securities and that the pledgee is not the Company or
any Affiliate of the Company.

         "PARTY" or "PARTIES" have the respective meanings given to them in
Section 12.1.

         "PAYMENT DATE" means each March 15, June 15, September 15 and December
15, commencing March 15, 2002.

         "PERSON" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint-stock company, limited
liability company, trust, unincorporated organization or government or any
agency or political subdivision thereof or any other entity of whatever nature.

         "PLAN" means an employee benefit plan that is subject to ERISA, a plan
or individual retirement account that is subject to Section 4975 of the Code or
any entity whose assets are considered assets of any such plan.

         "PREDECESSOR CERTIFICATE" of any particular Certificate means every
previous Certificate evidencing all or a portion of the rights and obligations
of the Issuers and the Holder under the Securities evidenced thereby; and, for
the purposes of this definition, any Certificate authenticated and delivered
under Section 3.11 in exchange for or in lieu of a mutilated, destroyed, lost or
stolen Certificate shall be deemed to evidence the same rights and obligations
of the Issuers and the Holder as the mutilated, destroyed, lost or stolen
Certificate.

         "PREFERRED SECURITIES" means the Preferred Securities of the Trust,
each having a stated liquidation amount of $50, representing preferred undivided
beneficial interests in the assets of the Trust.

         "PROPERTY TRUSTEE" means The Bank of New York, as property trustee
under the Trust Agreement, or any successor thereto.

         "RECORD DATE" with respect to any Payment Date, means the Business Day
immediately preceding such Payment Date.

         "REDEMPTION" has the meaning given to it in the Warrant Agreement.

         "REGISTER" and "REGISTRAR" have the respective meanings given to them
in Section 3.5.

                                      -7-
<PAGE>

         "REMARKETING" has the meaning given to it in the Trust Agreement.

         "REMARKETING AGENT" means the remarketing agent under the Remarketing
Agreement.

         "REMARKETING AGREEMENT" means a Remarketing Agreement dated as of
December 18, 2001 among the Company, the Trust and the Remarketing Agent.

         "REMARKETING DATE" has the meaning given to it in the Unit Agreement.

         "REMARKETING EVENT" has the meaning given to it in the Trust Agreement.

         "REMARKETING SETTLEMENT DATE" with respect to any Remarketing, means
the date which is three Business Days following the applicable Remarketing Date.

         "REQUIRED REPURCHASE DATE" has the meaning given to it in the Trust
Agreement.

         "RESET RATE" has the meaning given to it in the Trust Agreement.

         "RESPONSIBLE OFFICER," when used with respect to the Agent, means any
officer within the corporate trust department of the Agent, including any vice
president, assistant vice president, assistant secretary, assistant treasurer,
trust officer or any other officer of the Agent who customarily performs
functions similar to those performed by the Persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of such person's knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this
Agreement.

         "SECURITY" means the collective rights and obligations of a Holder of a
Certificate in respect of a Preferred Security, a Debenture and a Warrant.

         "TIA" means the Trust Indenture Act of 1939, as amended.

         "TO EXTENSION" has the meaning given to it in the Warrant Agreement.

         "TRADING REMARKETING EVENT" has the meaning given to it in the Trust
Agreement.

         "TRUST" has the meaning given to it in the Preamble.

         "TRUST AGREEMENT" means the Amended and Restated Trust Agreement of RGA
Capital Trust I, dated as of December 18, 2001, among the Company, as the
Depositor, and The Bank of New York, as Property Trustee, The Bank of New York
(Delaware), as Delaware Trustee, the Administrative Trustees named therein.

         "TRUST SECURITIES" has the meaning given to it in the Recitals hereto.

         "UNDERWRITERS" means Lehman Brothers Inc. and the other underwriters
named in the Underwriting Agreement.

         "UNDERWRITING AGREEMENT" means the Underwriting Agreement dated
December 12, 2001 among the Company, the Trust and the Underwriters.

                                      -8-
<PAGE>

         "UNIT" has the meaning given to it in the Recitals hereto.

         "VICE PRESIDENT" means any vice president, whether or not designated by
a number or a word or words added before or after the title "vice president."

         "WARRANT" means the Warrants issued by the Company pursuant to the
Warrant Agreement representing the right to purchase Common Stock.

         "WARRANT AGENT" means The Bank of New York, as warrant agent under the
Warrant Agreement, or any successor thereto.

         "WARRANT AGREEMENT" means the Warrant Agreement dated as of December
18, 2001 between the Company and the Warrant Agent, as amended and supplemented,
pursuant to which the Warrants are issued.

         "WARRANT REDEMPTION AMOUNT" has the meaning given to it in the Warrant
Agreement.

         "WARRANT SHARES" has the meaning given to it in the Warrant Agreement.

Section 1.2.      Compliance Certificates and Opinions.

         Except as otherwise expressly provided by this Agreement, upon any
application or request by the Company and/or the Trust to the Agent to take any
action in accordance with any provision of this Agreement, the Company shall
furnish to the Agent an Officers' Certificate stating that all conditions
precedent, if any, provided for in this Agreement relating to the proposed
action have been complied with and, if requested by the Agent, an Opinion of
Counsel stating that, in the opinion of such counsel, all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Agreement relating to such
particular application or request, no additional certificate or opinion need be
furnished.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Agreement shall include:

              (1) a statement that each individual signing such certificate or
         opinion has read such covenant or condition and the definitions herein
         relating thereto;

              (2) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

              (3) a statement that, in the opinion of each such individual, he
         or she has made such examination or investigation as is necessary to
         enable such individual to express an informed opinion as to whether or
         not such covenant or condition has been complied with; and

              (4) a statement as to whether, in the opinion of each such
         individual, such condition or covenant has been complied with.

Section 1.3.      Form of Documents Delivered to Agent.

                                      -9-
<PAGE>

         In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

         Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Agreement, they may, but need not, be consolidated and
form one instrument.

Section 1.4.      Acts of Holders; Record Dates.

         (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Agent and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Agreement and (subject to Section 7.1) conclusive in favor of the Agent and the
Company, if made in the manner provided in this Section.

         (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved in any manner which the Agent deems
sufficient.

         (c) The ownership of Securities shall be proved by the Register.

         (d) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Certificate shall bind every future
Holder of the same Certificate and the Holder of every Certificate issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Agent or the
Company in reliance thereon, whether or not notation of such action is made upon
such Certificate.

         (e) The Company may but need not set any day as a record date for the
purpose of determining the Holders of Outstanding Securities entitled to give,
make or take any request,



                                      -10-
<PAGE>

demand, authorization, direction, notice, consent, waiver or other action
provided or permitted by this Agreement to be given, made or taken by Holders of
Securities. If any record date is set pursuant to this paragraph, the Holders of
the Outstanding Securities, on such record date, and no other Holders, shall be
entitled to take the relevant action with respect to the Securities, whether or
not such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Action Expiration Date by Holders of the requisite number of Outstanding
Securities on such record date. Nothing in this paragraph shall be construed to
prevent the Company from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be cancelled and be of no effect), and nothing in this paragraph shall be
construed to render ineffective any action taken by Holders of the requisite
number of Outstanding Securities on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Company, at its own
expense, shall cause notice of such record date, the proposed action by Holders
and the applicable Expiration Date to be given to the Agent in writing and to
each Holder of Securities in the manner set forth in Section 1.6.

         With respect to any record date set pursuant to this Section, the
Company may designate any date as the "ACTION EXPIRATION DATE" and from time to
time may change the Expiration Date to any earlier or later day; provided that
no such change shall be effective unless notice of the proposed new Action
Expiration Date is given to the Agent in writing, and to each Holder of
Securities in the manner set forth in Section 1.6, on or prior to the existing
Action Expiration Date. If an Action Expiration Date is not designated with
respect to any record date set pursuant to this Section, the Company shall be
deemed to have initially designated the 180th day after such record date as the
Action Expiration Date with respect thereto, subject to its right to change the
Action Expiration Date as provided in this paragraph. Notwithstanding the
foregoing, no Action Expiration Date shall be later than the 180th day after the
applicable record date.

Section 1.5. Notices.

         Any notice or communication is duly and sufficiently given if in
writing and delivered in Person or mailed by first class mail (registered or
certified, return receipt requested), telecopier (with receipt confirmed) or
overnight air courier guaranteeing next day delivery, to the others' address;
provided that notice shall be deemed given to the Agent only upon receipt
thereof:

             If to the Agent, the Property Trustee or the Indenture Trustee:

                 The Bank of New York
                 101 Barclay Street
                 Floor 21 West
                 New York, New York 10286
                 Telecopier No.: 212-815-5915
                 Attention:  Corporate Trust Administration

             If to the Warrant Agent:

                 The Bank of New York
                 101 Barclay Street
                 Floor 21 West


                                      -11-
<PAGE>


                 New York, New York 10286
                 Telecopier No.: 212-815-5915
                 Attention:  Corporate Trust Administration

             If to the Company:

                 Reinsurance Group of America, Incorporated
                 1370 Timberlake Manor Parkway
                 Chesterfield, Missouri 63017
                 Telecopier No.:  636-736-7839
                 Attention:  Chief Financial Officer

             If to the Trust:

                 c/o Reinsurance Group of America, Incorporated
                 1370 Timberlake Manor Parkway
                 Chesterfield, Missouri 63017
                 Telecopier No.:  636-736-7839
                 Attention:  Chief Financial Officer

Section 1.6. Notice to Holders; Waiver.

         Where this Agreement provides for notice to Holders of any event, such
notice shall be duly and sufficiently given (unless otherwise herein expressly
provided) if in writing and (i) hand-delivered (including to the Depositary) or
(ii) mailed, first-class postage prepaid, to each Holder affected by such event,
at its address as it appears in the Register, not later than the latest date,
and not earlier than the earliest date, prescribed for the giving of such
notice. In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Where this Agreement provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Agent, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

         In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Agent shall
constitute a sufficient notification for every purpose hereunder.

Section 1.7. Effect of Headings and Table of Contents.

         The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

Section 1.8. Successors and Assigns.

         All covenants and agreements in this Agreement by the Company shall
bind its successors and assigns, whether so expressed or not.

                                      -12-
<PAGE>

Section 1.9.  Separability Clause.

         In case any provision in this Agreement or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions hereof and thereof shall not in any way be affected or
impaired thereby.

Section 1.10. Benefits of Agreement.

         Nothing in this Agreement or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder and, to the extent provided hereby, the Holders, any benefits or any
legal or equitable right, remedy or claim under this Agreement. The Holders from
time to time shall be beneficiaries of this Agreement and shall be bound by all
of the terms and conditions hereof and of the Securities evidenced by their
Certificates by their acceptance of delivery of such Certificates.

Section 1.11. Governing Law.

         This Agreement and the Securities shall be governed by and construed in
accordance with the laws of the State of New York. Without limiting the
foregoing, (i) matters pertaining to the Preferred Securities governed by the
Trust Agreement shall be governed by and construed in accordance with the laws
of Delaware and (ii) the validity of the Warrant Shares shall to the extent
provided in the Warrant Agreement be governed by Missouri law.

Section 1.12. Legal Holidays.

         In any case where any Payment Date shall not be a Business Day, then
(notwithstanding any other provision of this Agreement or the Certificates)
payment of any amounts otherwise payable on such date shall not be made on such
date, but such payments shall be made on the next succeeding Business Day with
the same force and effect as if made on such Payment Date, provided that no
interest shall accrue or be payable for the period from and after any such
Payment Date, except that, if such next succeeding Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day with the same force and effect as if made on such Payment
Date.

Section 1.13. Counterparts.

         This Agreement may be executed in any number of counterparts by the
parties hereto on separate counterparts, each of which, when so executed and
delivered, shall be deemed an original, but all such counterparts shall together
constitute one and the same instrument.

Section 1.14. Inspection of Agreement.

         A copy of this Agreement shall be available at all reasonable times
during normal business hours at the Corporate Trust Office for inspection by any
Holder or Beneficial Owner.

                                      -13-
<PAGE>

                                   ARTICLE II

                                Certificate Forms

Section 2.1. Forms of Certificates Generally; Legends.

         (a) Each Unit will consist of one Preferred Security and one Warrant.
The Certificates shall be printed, lithographed or engraved on steel engraved
borders or may be produced in any other manner, all as determined by the
officers of the Company executing the Units or Securities evidenced by such
Certificates, consistent with the provisions of this Agreement, as evidenced by
their execution thereof.

         Initially, the Units shall be offered and sold by the Underwriters,
pursuant to the Underwriting Agreement, and shall be issued initially in the
form of one or more permanent global certificates in registered form in
substantially the form set forth in Exhibit A (a "GLOBAL UNIT CERTIFICATE"),
deposited with the Agent, as custodian for DTC, as Depositary, duly executed by
each Issuer and authenticated by the Agent as hereinafter provided. The
aggregate number of the Global Unit Certificates may from time to time be
increased or decreased by adjustments made on the records of the Agent, as
custodian for the Depositary, as hereinafter provided. Increases or decreases in
the number of Units represented by the Global Unit Certificates shall be
specified in the "Schedule of Increases or Decreases in Global Certificates"
attached thereto or otherwise in accordance with the Applicable Procedures.

         (b) Every Global Unit Certificate authenticated, executed on behalf of
the Holders and delivered hereunder shall bear a legend in substantially the
following form:

         "THIS CERTIFICATE IS A GLOBAL UNIT CERTIFICATE WITHIN THE MEANING OF
         THE UNIT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
         NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE
         "DEPOSITARY"), OR A NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS
         EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER
         THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES
         DESCRIBED IN THE UNIT AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE
         (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY
         TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
         DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED
         EXCEPT IN LIMITED CIRCUMSTANCES.

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
         THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
         ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
         OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
         DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH
         OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
         DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR



                                      -14-
<PAGE>

         VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
         OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."

         Every Unit Certificate (whether a Global Unit Certificate or Definitive
Unit Certificate) representing a Security shall bear a legend to the following
effect:

         "THE CONSTITUENT COMPONENTS OF THIS UNIT MUST BE SEPARATED PRIOR TO
         TRANSFER (EXCEPT AS PART OF A UNIT) AS PROVIDED IN THE UNIT AGREEMENT."

         Finally, the Warrants and Preferred Securities which constitute
components of the Units shall bear additional legends as set forth in the
Warrant Agreement and the Trust Agreement, respectively.

Section 2.2. Form of Agent's Certificate of Authentication.

         The form of the Agent's certificate of authentication of the Securities
shall be in substantially the form set forth on the form of the Certificates.

         ARTICLE III

                                    The Units

Section 3.1. Title; Amount; Terms; Form; and Allocation of Purchase Price.

         The Units shall be designated the "Trust Preferred Income Equity
Redeemable Securities (PIERS(SM)) Units(SM)" of the Issuers. The aggregate
number of Units evidenced by Certificates executed by the Issuers and
authenticated and delivered by the Agent hereunder shall be limited to 4,500,000
(or up to 5,175,000 to the extent Underwriters exercise their option to purchase
additional Units, as set forth in the Underwriting Agreement), except for Units
executed, authenticated and delivered upon registration of transfer of, in
exchange for, or in lieu of, other Certificates pursuant to Sections 3.4, 3.5,
3.10, 3.13 or 8.5.

         As long as the Units held by the Holders thereof are held as units,
rather than as separated components pursuant to Section 3.16, then the Holders
shall be entitled to the rights and benefits of the terms and other provisions
of the Units, the Preferred Securities (including the Guarantee), the Warrant
and the Debentures pursuant to this Agreement, the Trust Agreement, the
Guarantee, the Warrant Agreement and the Indenture, respectively, and of the
Remarketing Agreement.

         The Units shall be issuable only in registered form, in denominations
of a single Unit and any integral multiple thereof, and shall be issued in the
form of one or more Global Unit Certificates pursuant to Article II. The terms
and provisions contained in the Global Unit Certificates shall constitute and
are expressly a part of this Agreement. To the extent that terms and other
provisions of the Units contained in this Agreement differ or are inconsistent
with those contained in the Global Unit Certificates, then this Agreement shall
govern.

         On the date of issuance of the Units, the Company shall allocate $35.13
of the purchase price thereof to the Preferred Securities and $14.87 of the
purchase price thereof to the Warrants. By accepting a beneficial ownership
interest in a Unit, the Holder thereof agrees to treat the Unit


                                      -15-
<PAGE>

as an investment unit consisting of a Preferred Security and a Warrant, and to
allocate the purchase price of the Unit as set forth above.

Section 3.2. Rights and Obligations Evidenced by the Certificates.

         Each Certificate shall evidence the number of Units specified therein,
with each such Certificate representing the ownership by the Holder thereof of a
beneficial interest in a Preferred Security (or Debenture upon a distribution of
a Debenture for a Preferred Security pursuant to the Trust Agreement and the
Indenture) and a Warrant and entitling the Holder to the benefits of the
Operative Documents and all agreements ancillary thereto.

Section 3.3. Execution, Authentication, Delivery and Dating.

         Subject to the provisions of Section 3.6 hereof, upon the execution and
delivery of this Agreement, and at any time and from time to time thereafter,
the Company and the Trust may deliver Certificates executed by the Company and
an Administrative Trustee on behalf of the Trust to the Agent for
authentication, execution on behalf of the Holders and delivery, together with
its Issuers Order for authentication of such Certificates, and the Agent in
accordance with such Issuers Order shall authenticate and deliver such
Certificates, on behalf of the Issuers, to the Holders. In authenticating such
Securities, and accepting the additional responsibilities under this Agreement
in relation to such Securities, the Agent shall be entitled to receive, and,
shall be fully protected in relying upon:

              (a) copy of the resolution or resolutions of the Board of
         Directors in or pursuant to which the terms and form of the Securities
         were established, certified by the Secretary or an Assistant Secretary
         of the Company to have been duly adopted by the Board of Directors and
         to be in full force and effect as of the date of such certificate, and
         if the terms and form of such Securities are established by an
         Officers' Certificate pursuant to general authorization of the Board of
         Directors, such Officers' Certificate;

              (b) an Officers' Certificate delivered in accordance with Section
         1.2; and

              (c) an Opinion of Counsel which shall state substantially to the
         effect that:

              (1) that the terms of such Securities have been established in all
              material respects in accordance with Section 2.1 and in conformity
              in all material respects with the other provisions of this
              Agreement; and

              (2) that such Securities, when authenticated and delivered by the
              Agent and issued by the Company in the manner and subject to any
              conditions specified in such Opinion of Counsel, will constitute
              valid and legally binding obligations of the Company, enforceable
              in accordance with their terms, subject to applicable bankruptcy,
              reorganization, moratorium, insolvency and other similar laws
              affecting creditors' rights generally and to general principles of
              equity and the discretion of the court (regardless of whether the
              enforcement of such remedies is considered in a proceeding in
              equity or at law).

                                      -16-
<PAGE>

         The Agent shall have the right to decline to authenticate and deliver
any Securities under this Section if the Agent, being advised by counsel,
determines that such action may not lawfully be taken or if the Agent in good
faith shall determine that such action would expose the Agent to personal
liability to existing Holders.

         The Certificates shall be executed in the name and on behalf of the
Company (in respect of the Warrants) by its Chairman of the Board of Directors,
its Vice Chairman of the Board of Directors, President, any Executive Vice
President, any Senior Vice President or its Treasurer and by its Secretary or an
Assistant Secretary and the Certificates shall be executed in the name and on
behalf of the Trust (in respect of the Preferred Securities) by an
Administrative Trustee. Such signatures may be manual or facsimile signature of
the present or any future holder of such office and may be imprinted or
otherwise reproduced or the Certificates.

         In case any officer of the Company or Administrative Trustee of the
Trust who shall have signed any Certificate either manually or by facsimile
signature shall cease to be such officer or Administrative Trustee, as the case
may be, before the Certificate so signed shall have been countersigned,
authenticated and delivered by the Agent, such Certificate nevertheless may be
countersigned, authenticated and delivered as though the person who signed such
Certificate had not ceased to be such officer of the Company or Administrative
Trustee, as the case may be; and any Certificate may be, signed on behalf of the
Company or Administrative Trustee, as the case may be, by such person as, at the
actual date of the execution of such Certificate, shall be a proper officer of
the Company or Administrative Trustee, as the case may be, although at the date
of the execution of this Agreement such person was not such an officer.

         Each Certificate shall be dated the date of its authentication.

         No Certificate shall be entitled to any benefit under this Agreement or
be valid or obligatory for any purpose unless there appears on such Certificate
a certificate of authentication substantially in the form provided for herein
executed by an authorized signatory of the Agent by manual signature, and such
certificate upon any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered
hereunder.

Section 3.4. Temporary Certificates.

         Pending the preparation of Definitive Unit Certificates, the Company
may execute and deliver to the Agent, and, upon the order of the Company, the
Agent shall authenticate, execute on behalf of the Holders, and deliver, in lieu
of such Definitive Unit Certificates, temporary Certificates which are in
substantially the form set forth in Exhibit A hereto, with such letters, numbers
or other marks of identification or designation and such legends or endorsements
printed, lithographed, engraved thereon or otherwise produced as may be required
by the rules of any securities exchange on which the Securities are listed, or
as may, consistently herewith, be determined by the officers of the Company
executing such Certificates, as evidenced by their execution of the
Certificates.

         If temporary Certificates are issued, the Company will cause permanent
Certificates to be prepared without unreasonable delay. After the preparation of
Definitive Unit Certificates, the temporary Certificates shall be exchangeable
for permanent Certificates upon surrender of the temporary Certificates at the
Corporate Trust Office, at the expense of the Company and without charge to the
Holder. Upon surrender for cancellation of any one or more temporary


                                      -17-
<PAGE>

Certificates, the Company shall execute and deliver to the Agent, and the Agent
shall authenticate, execute on behalf of the Holder, and deliver in exchange
therefor, one or more permanent Certificates of like tenor and denominations and
evidencing a like number of Securities as the temporary Certificate or
Certificates so surrendered. Until so exchanged, the temporary Certificates
shall in all respects evidence the same benefits and the same obligations with
respect to the Securities evidenced thereby as Definitive Unit Certificates.

Section 3.5. Registration; Registration of Transfer and Exchange.

         The Agent shall maintain at the Corporate Trust Office a register (the
"REGISTER") in which, subject to such reasonable regulations as it may
prescribe, the Agent shall provide for the registration of Certificates and of
transfers of Certificates (the Agent, in such capacity, the "REGISTRAR"). The
Register shall be in written form or in any other form capable of being
converted to written form within a reasonable time.

         No beneficial interest in a Warrant or a Preferred Security that is a
component of a Unit represented by a Certificate may be transferred or exchanged
(except by a transfer or exchange of such Unit) until such components have been
separated in accordance with Section 3.6 hereof, and each Certificate shall bear
a legend to that effect as set forth in Exhibit A.

         Upon surrender for registration of transfer of any Certificate at the
Corporate Trust Office, and subject to compliance under this Section 3.5, the
Company shall execute and deliver to the Agent, and the Agent shall
authenticate, execute on behalf of the designated transferee or transferees, and
deliver, in the name of the designated transferee or transferees, one or more
new Certificates of any authorized denominations, like tenor, and evidencing a
like number of Securities.

         At the option of the Holder, Certificates may be exchanged for other
Certificates, of any authorized denominations and evidencing a like number of
Securities upon surrender of the Certificates to be exchanged at the Corporate
Trust Office. Whenever any Certificates are so surrendered for exchange, and
subject to compliance under this Section 3.5, the Company and the Trust shall
execute and deliver to the Agent, and the Agent shall authenticate, execute on
behalf of the Holder, and deliver the Certificates which the Holder making the
exchange is entitled to receive.

         All Certificates issued upon any registration of transfer or exchange
of a Certificate shall evidence the ownership of the same number of Securities,
and be entitled to the same benefits and subject to the same obligations, under
this Agreement as the Securities evidenced by the Certificate surrendered upon
such registration of transfer or exchange. Every Certificate presented or
surrendered for registration of transfer or for exchange shall (if so required
by the Company or the Agent) be properly endorsed or accompanied by appropriate
written instruments of transfer and written instructions for transfer, all in
form satisfactory to the Company, the Trust and the Agent duly executed, by the
Holder thereof or by the duly appointed legal representative thereof, or a duly
authorized attorney, such signature to be guaranteed by (a) a bank or trust
company, (b) a broker or dealer that is a member of the National Association of
Securities Dealers, Inc. (the "NASD") or (c) a member of a national securities
exchange.

                                      -18-
<PAGE>

         No service charge shall be made for any registration of transfer or
exchange of a Certificate, but the Company and the Agent may require payment
from the Holder of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of Certificates, other than any exchanges pursuant to Sections 3.6, 3.7
and 8.5 not involving any transfer.

         Notwithstanding the foregoing, the Company and the Trust shall not be
obligated to execute and deliver to the Agent, and the Agent shall not be
obligated to authenticate and deliver any Certificate in exchange for any other
Certificate presented or surrendered for registration of transfer or for
exchange on or after the Business Day immediately preceding the Expiration Date.
In lieu of delivery of a new Certificate, upon satisfaction of the applicable
conditions specified above in this Section and receipt of appropriate
registration or transfer instructions from such Holder, the Agent shall deliver
the consideration received on such Expiration Date (which may be shares of
Common Stock issuable in respect of the exercise of Warrants forming a part of
the Securities evidenced by such other Certificate, Warrant Redemption Amount
receivable upon a Redemption of such Warrants or Remarketing Proceeds receivable
upon a contemporaneous Remarketing of the Preferred Securities forming a part of
the Securities evidenced by such other Certificate), subject to the applicable
conditions and in accordance with the applicable provisions of Article Five
hereof.

Section 3.6. Separation and Rejoining of Units.

         At any time after initial issuance of the Units, the Preferred Security
and Warrant components of any Unit may be separated by the Holder and thereafter
owned and transferred separately and, (i) in the event of an election to
exercise the Warrant component prior to the Remarketing Date (as provided in
Section 5.2), (ii) in the event of an election to have Warrants redeemed upon a
Redemption (as provided in Section 5.1 and Section 5.01 of the Warrant
Agreement) (iii), in the event of an exercise of the Warrant in lieu of a
Redemption (as provided in Section 5.1), (iv) in the event of an election to
have Preferred Securities exchanged for Debentures, pursuant to the Trust
Agreement and the Indenture, and to have such Debentures then repurchased,
pursuant to the Trust Agreement and the Indenture, following an exercise of
Warrants other than in lieu of a Redemption, (v) upon a Change of Control
(pursuant to Section 5.3) or (vi) in the event of a Remarketing, then the
Preferred Security and Warrant components of any Unit shall be separated from
the Unit. In the event of any separation of the components of a Unit:

              (i) if such Unit is represented by a Definitive Unit Certificate,
         the Holder shall present such Definitive Unit Certificate to the Agent
         for cancellation and the Agent shall so notify the Registrar and shall
         return the Preferred Security and Warrant components of such Unit to
         the Property Trustee and Warrant Agent, respectively, with an
         instruction for them to authenticate and countersign, as the case may
         be, and deliver to, or upon the instruction of, such Holder a separated
         Preferred Security and a separated Warrant Certificate, bearing the
         separate CUSIP numbers assigned to the Preferred Security and the
         Warrant, respectively; and

              (ii) if such Unit is represented by the Global Unit Certificate,
         the Agent shall make the necessary endorsement to the "Schedule of
         Increases or Decreases in Global Unit Certificate" attached to the
         Global Unit Certificate or otherwise comply



                                      -19-
<PAGE>

         with the Applicable Procedures to reduce the amount of Units
         represented thereby and shall instruct the Property Trustee and the
         Warrant Agent to effect a corresponding increase in the Preferred
         Securities and the Warrants, respectively, represented by global
         certificates bearing separate CUSIP numbers assigned to the Preferred
         Security and the Warrant, respectively. The Agent shall make such other
         necessary endorsements to the Global Unit Certificates consistent with
         the terms of this Agreement to reflect the appropriate number of Units
         represented thereby.

         Following a Remarketing of the Preferred Security component of a Unit,
(i) if such Unit is represented by a Definitive Certificate, the Holder shall
present such Definitive Unit Certificate to the Agent for cancellation and the
Agent shall so notify the Registrar and shall return the Preferred Security and
Warrant components of such Unit to the Property Trustee and the Warrant Agent,
respectively, with an instruction for them to authenticate and countersign, as
the case may be, and deliver to, or upon the instruction of the Remarketing
Agent a Preferred Security bearing the separate CUSIP number assigned to the
Preferred Security and (ii) if such Unit is represented by the Global Unit
Certificate, the Agent shall, in accordance with the instructions of the
Remarketing Agent, make the necessary endorsement to the "Schedule of Increases
or Decreases in the Global Unit Certificate" attached to the Global Unit
Certificate or otherwise comply with the Applicable Procedures to reduce the
amount of Securities represented thereby and shall instruct the Property Trustee
to effect a corresponding increase in the Preferred Units represented by global
certificates bearing the separate CUSIP number. The Agent shall make such other
necessary endorsements to the Global Unit Certificate consistent with the terms
of this Agreement to reflect the appropriate number of Units represented
thereby.

         Once separated in accordance with this Section 3.6 or Section 5.2, a
Preferred Security and a Warrant may be rejoined to form a Unit, whether or not
such securities were at one time components of the same Unit. In the event a
holder of a Preferred Security and a Warrant desires to rejoin such components
to form a Unit,

              (i) if the constituent components are represented by Definitive
         Unit Certificates, the holder shall present (x) the Preferred Security
         to the Property Trustee and (y) the Warrant to the Warrant Agent, in
         each case for cancellation and the Property Trustee and the Warrant
         Agent shall so notify the Agent, who shall in turn so notify the
         Registrar with an instruction for the Registrar to countersign and
         deliver to, or upon the instruction of, such holder a Definitive Unit
         Certificate bearing the separate CUSIP number assigned to the
         Securities, and

              (ii) if the constituent components are represented by global
         certificates, each of the Property Trustee and the Warrant Agent shall
         make the necessary endorsement to their respective global certificates
         or otherwise comply with the Applicable Procedures to reduce the amount
         of Preferred Securities and Warrants, respectively, represented thereby
         and shall instruct the Agent to effect a corresponding increase in the
         Securities represented by the Global Unit Certificate bearing a
         separate CUSIP number. The Agent, the Property Trustee, and the Warrant
         Agent shall make such other necessary endorsements to their respective
         global certificates consistent with the terms of this Agreement to
         reflect the appropriate number of Units, Preferred Securities and
         Warrants, as appropriate, represented thereby.

                                      -20-
<PAGE>

         The Agent is authorized to deliver such further directions to the
Property Trustee, the Warrant Agent, the Exchange Agent and others, and to take
such further actions as shall be necessary to effect the exchanges, separations,
transfer and recreations contemplated by Sections 3.5 and 3.6.

Section 3.7.  Book-Entry Interests.

         The Units, on original issuance, will be issued in the form of one or
more fully registered Global Unit Certificates, to be delivered to the
Depositary by, or on behalf of, the Company. Such Global Unit Certificate(s)
shall initially be registered on the books and records of the Issuers in the
name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will
receive a Definitive Unit Certificate representing such Beneficial Owner's
interest in such Global Unit Certificate, except as provided in Section 3.10.
The Agent shall enter into an agreement with the Depositary if so requested by
the Company. Unless and until Definitive Unit Certificates have been issued to
Beneficial Owners pursuant to Section 3.10:

         (a) the provisions of this Section 3.7 shall be in full force and
effect;

         (b) the Company shall be entitled to deal with the Clearing Agency for
all purposes of this Agreement as the Holder of the Securities and the sole
holder of the Global Unit Certificate(s) and shall have no obligation to the
Beneficial Owners under this Agreement;

         (c) to the extent that the provisions of this Section 3.7 conflict with
any other provisions of this Agreement, the provisions of this Section 3.7 shall
control; and

         (d) the rights of the Beneficial Owners under this Agreement shall be
exercised only through the Clearing Agency and shall be limited to those
established by law and agreements between such Beneficial Owners and the
Clearing Agency and/or the Clearing Agency Participants.

Section 3.8.  Notices to Holders.

         Whenever a notice or other communication to the Holders is required to
be given under this Agreement, the Company or the Company's agent shall give
such notices and communications to the Holders and, with respect to any
Securities registered in the name of a Clearing Agency or the nominee of a
Clearing Agency, the Company or the Company's Agent shall, except as set forth
herein, have no obligations to the Beneficial Owners.

Section 3.9.  Appointment of Successor Clearing Agency.

         If any Clearing Agency elects to discontinue its services as securities
depositary with respect to the Securities, the Company may, in its sole
discretion, appoint a successor Clearing Agency with respect to the Securities.

Section 3.10. Definitive Unit Certificates.

         If at any time a Clearing Agency notifies the Company that it is
unwilling or unable to continue as securities depositary or if at any time the
Clearing Agency shall no longer be eligible to act as a securities depositary
under applicable law, the Company shall appoint a successor


                                      -21-
<PAGE>

Clearing Agency. If a successor Clearing Agency is not appointed by the Company
within 90 days after the Company receives such notice or becomes aware of such
ineligibility, the Company's election of such Clearing Agency shall no longer be
effective and the Company will execute, and the Agent, upon receipt of a Company
Order (as defined in the Trust Agreement) for the authentication and delivery of
Definitive Unit Certificates, will authenticate and deliver, Units in definitive
form in an aggregate number equal to the number of the Global Unit Certificate
or Certificates in exchange for such Global Unit Certificate or Certificates.

         The Company may at any time and in its sole discretion determine that
the Units in the form of one or more Global Unit Certificates shall no longer be
represented by such Global Unit Certificate or Certificates. In such event the
Company will execute, and the Agent, upon receipt of a Company Order for the
authentication and delivery of Definitive Unit Certificates, will countersign
and deliver, Unit Certificate in definitive form and in an aggregate number
equal to the number of the Global Unit Certificate or Certificates in exchange
for such Global Unit Certificate or Certificates.

Section 3.11. Mutilated, Destroyed, Lost and Stolen Certificates.

         If any mutilated Certificate is surrendered to the Agent, the Company
shall execute and deliver to the Agent, and the Agent shall authenticate,
execute on behalf of the Holder, and deliver in exchange therefor, a new
Certificate, evidencing the same number of Securities and bearing a Certificate
number not contemporaneously outstanding.

         If there shall be delivered to the Company and the Agent (i) evidence
to their satisfaction of the destruction, loss or theft of any Certificate, and
(ii) such security or indemnity as may be required by them to hold each of them
and any Agent of any of them harmless, then, in the absence of notice to the
Company and the Trust or the Agent that such Certificate has been acquired by a
bona fide purchaser, the Company and the Trust shall execute and deliver to the
Agent, and the Agent shall authenticate, execute on behalf of the Holder, and
deliver to the Holder, in lieu of any such destroyed, lost or stolen
Certificate, a new Certificate, evidencing the same number of Securities and
bearing a Certificate number not contemporaneously outstanding.

         Notwithstanding the foregoing, the Company shall not be obligated to
execute and deliver to the Agent, and the Agent shall not be obligated to
authenticate and deliver to the Holder, a Certificate on or after the Business
Day immediately preceding the Expiration Date. In lieu of delivery of a new
Certificate, upon satisfaction of the applicable conditions specified above in
this Section and receipt of appropriate registration or transfer instructions
from such Holder, the Agent shall deliver the consideration received on such
Expiration Date (which may be (i) shares of Common Stock issuable in respect of
the exercise of Warrants pursuant to the Warrant Agreement, (ii) the Warrant
Redemption Amount receivable upon a Redemption of such Warrants pursuant to the
Warrant Agreement or (iii) proceeds of a Remarketing receivable upon a
contemporaneous Remarketing of the Preferred Securities forming a part of the
Securities evidenced by such other Certificate as provided in the Trust
Agreement).

         Upon the issuance of any new Certificate under this Section, the
Company, the Trust and the Agent may require the payment by the Holder of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Agent) connected therewith.

                                      -22-
<PAGE>

         Every new Certificate issued pursuant to this Section in lieu of any
destroyed, lost or stolen Certificate shall constitute an original additional
contractual obligation of the Company and of the Holder in respect of the
Security evidenced thereby, whether or not the destroyed, lost or stolen
Certificate (and the Securities evidenced thereby) shall be at any time
enforceable by the Holder, and shall be entitled to all the benefits and be
subject to all the obligations of this Agreement equally and proportionately
with any and all other Certificates delivered hereunder.

         The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Certificates.

Section 3.12. Persons Deemed Owners.

         Prior to due presentment of a Certificate for registration of transfer,
the Company, the Trust and the Agent, and any Agent of the Company, the Trust or
the Agent, may treat the Person in whose name such Certificate is registered as
the owner of the Security evidenced thereby, for the purpose of receiving
payments on the Preferred Securities, the Debentures or the Warrants and for all
other purposes whatsoever, whether or not any payments on the Preferred
Securities, the Debentures or the Warrants shall be overdue and notwithstanding
any notice to the contrary, and none of the Company, the Trust, the Agent, nor
any agent of the Company, the Trust or the Agent, shall be affected by notice to
the contrary.

         Notwithstanding the foregoing, with respect to any Global Unit
Certificate, nothing herein shall prevent the Company, the Agent or any Agent of
the Company, the Trust or the Agent, from giving effect to any written
certification, proxy or other authorization furnished by any Clearing Agency (or
its nominee), as a Holder, with respect to such Global Unit Certificate or
impair, as between such Clearing Agency and owners of beneficial interests in
such Global Unit Certificate, the operation of customary practices governing the
exercise of rights of such Clearing Agency (or its nominee) as Holder of such
Global Unit Certificate.

Section 3.13. Cancellation.

         All Certificates surrendered (i) for separation or rejoining as
provided in Section 3.6 hereof, (ii) in connection with a Remarketing and
Redemption as provided in the Trust Agreement, the Warrant Agreement and Article
V hereof or (iii) upon the transfer of Preferred Securities, Debentures or
Warrants upon the registration of a transfer or exchange of a Security or any of
its components shall, if surrendered to any Person other than the Agent, be
delivered to the Agent and, if not already cancelled, shall be promptly
cancelled by it. The Company and the Trust may at any time deliver to the Agent
for cancellation any Certificates previously authenticated, executed and
delivered hereunder which the Company and the Trust may have acquired in any
manner whatsoever, and all Certificates so delivered shall, upon Issuers Order,
be promptly cancelled by the Agent. No Certificates shall be authenticated,
executed on behalf of the Holder and delivered in lieu of or in exchange for any
Certificates cancelled as provided in this Section, except as expressly
permitted by this Agreement. All cancelled Certificates held by the Agent shall
be held by the Agent or returned to the Company pursuant to an Issuers Order.

         If the Company, the Trust or any Affiliate of the Company shall acquire
any Certificate, such acquisition shall not operate as a cancellation of such
Certificate unless and until such Certificate is delivered to the Agent
cancelled or for cancellation.

                                      -23-
<PAGE>

Section 3.14. CUSIP Numbers.

         The Company, in issuing the Securities, shall use CUSIP numbers (if
then generally in use), and, if so, the Agent shall use CUSIP numbers in notices
of Redemption as a convenience to Holders; provided that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company will promptly notify
the Agent of any change in the CUSIP numbers.

Section 3.15. [Reserved.]

Section 3.16. ERISA Considerations.

         Each Holder of a Unit which is a Plan shall be deemed to represent and
warrant that its acquisition of the Unit and the holding of the same satisfies
the applicable fiduciary requirements of ERISA and that it is entitled to
exemption relief from the prohibited transaction provisions of ERISA, the Code,
or provisions under any federal, state, local, non-US or other laws or
regulations that are similar to such provisions of ERISA or the Code in
accordance with one or more prohibited transaction exemptions or otherwise will
not result in a nonexempt prohibited transaction.

                                   ARTICLE IV

                            The Preferred Securities

Section 4.1.  Payment of Distributions; Rights to Distributions Preserved;
              Distribution Rate Reset.

         Distributions on the Preferred Securities which are made on any Payment
Date shall, subject to receipt thereof by the Agent, be payable to the Holders
as they appear on the books and records of the Agent at the close of business on
the corresponding Record Dates. Distributions on the Preferred Securities which
are made on any Remarketing Settlement Date shall, subject to receipt thereof by
the Agent, be payable to (or, in the event of a Remarketing pursuant to Section
5.1, for the account of) the Holders as they appear on the books and records of
the Agent at the close of business on the Remarketing Date. If the Securities
are represented solely by one or more Global Unit Certificates, the relevant
Record Dates shall be the close of business on the Business Day preceding the
corresponding Payment Date, unless a different Record Date is established or
provided for the corresponding distributions on the Preferred Securities. If the
Securities are not represented solely by one or more Global Unit Certificates,
the Administrative Trustees shall have the right to select record dates, which
shall be at least one Business Day prior to the corresponding Payment Dates.

         Each Certificate evidencing Preferred Securities (or Debentures)
delivered under this Agreement upon registration of transfer of or in exchange
for or in lieu of any other Certificate shall carry the rights to distributions
accumulated and unpaid, and to accumulate distributions, which were carried by
the Preferred Securities (or Debentures) evidenced by such other Certificate.

                                      -24-
<PAGE>

Section 4.2.  Notice and Voting.

         The Agent will be entitled to exercise the voting and any other
consensual rights pertaining to the Units (and to the extent not separated into
their component parts, the Preferred Securities, the Guarantee, Debentures and
Warrants, as the case may be, with respect to the Units), but only to the extent
instructed in writing by the Holders as described below and in Article V. Upon
receipt of notice of any meeting at which holders of Preferred Securities,
Debentures or Warrants are entitled to vote or upon any solicitation of
consents, waivers or proxies of holders of Preferred Securities, Debentures or
Warrants, the Agent shall, as soon as practicable thereafter, mail to the
Holders of Units a notice (a) containing such information as is contained in the
notice or solicitation, (b) stating that each Holder on the record date set by
the Agent therefor (which, to the extent possible, shall be the same date as the
record date for determining the holders of Preferred Securities, Debentures or
Warrants, as the case may be, entitled to vote) shall be entitled to instruct
the Agent as to the exercise of the voting rights pertaining to such Preferred
Securities, Debentures or Warrants underlying their Unit and (c) stating the
manner in which such instructions may be given. Upon the written request of the
Holders of Units on such record date received by the Agent at least 10 Business
Days prior to such meeting, the Agent shall endeavor insofar as practicable to
vote or cause to be voted, in accordance with the instructions set forth in such
requests, the maximum number of Preferred Securities, Debentures or Warrants, as
the case may be, as to which any particular voting instructions are received. In
the absence of specific instructions from the Holder of a Unit, the Agent shall
abstain from voting the Preferred Securities, Debentures or Warrants underlying
such Unit. The Company hereby agrees to solicit Holders of Units to timely
instruct the Agent in order to enable the Agent to vote such Preferred
Securities, Debentures or Warrants.

Section 4.3.  Distribution of Debentures.

         Upon the liquidation of the Trust in accordance with the Trust
Agreement and in connection with a Redemption or Remarketing, (i) a principal
amount at maturity of Debentures constituting the assets of the Trust and
underlying the Preferred Securities equal to the aggregate stated liquidation
amount of the Preferred Securities shall be delivered to the Agent in exchange
for the Preferred Securities; (ii) thereafter, the Debentures will be
substituted for the Preferred Securities as a component of the Securities; and
(iii) following the liquidation of the Trust, the Holders shall have such rights
and obligations with respect to the Debentures as the Holders had in respect of
the Preferred Securities pursuant to the Trust Agreement and the Indenture. The
Company may cause to be made in any Certificates thereafter to be issued such
change in phraseology and form (but not in substance) as may be appropriate to
reflect the liquidation of the Trust and the substitution of Debentures for
Preferred Securities as set forth above.

                                   ARTICLE V

                   Remarketing and Redemption; Early Exercise

Section 5.1.  Remarketing and Redemption.

         Pursuant to the Remarketing Agreement, the Company has engaged a
Remarketing Agent to remarket the Preferred Securities (or, if the Debentures
have been distributed upon liquidation of the Trust, the Debentures) upon the
occurrence of a Remarketing Event. In connection with a Remarketing:

                                      -25-
<PAGE>

              (i) upon a Trading Remarketing Event or a Legal Cause Remarketing
         Event, the Accreted Value of the Debentures as of the end of the day on
         the day next preceding the Remarketing Settlement Date shall become due
         on the date which is 93 days following the Remarketing Settlement Date,
         and, as a result, the Accreted Value of the Preferred Securities as of
         the end of the day on the day next preceding the Remarketing Settlement
         Date shall be redeemed on the date which is 93 days following the
         Remarketing Settlement Date;

              (ii) on the Remarketing Settlement Date, the rate of interest per
         annum on the Accreted Value of the Debentures shall become the Reset
         Rate established in the Remarketing of the Preferred Securities, and,
         as a result, the Distribution Rate per annum on the Accreted Value of
         the Preferred Securities shall become the Reset Rate established in the
         Remarketing;

              (iii) on the Remarketing Settlement Date, interest accrued and
         unpaid on the Debentures from and including the immediately preceding
         Interest Payment Date to, but excluding, the Remarketing Settlement
         Date shall be payable to the holders of the Debentures as of a special
         record date set for such payment pursuant to the Indenture and the
         Trust Agreement, and, as a result, Distributions accumulated and unpaid
         on the Securities from and including the immediately preceding Payment
         Date to, but excluding, the Remarketing Settlement Date shall be
         payable to the Holders of the Securities;

              (iv) in connection with a Remarketing upon a Trading Remarketing
         Event or a Legal Cause Remarketing Event, the Company shall be
         obligated to redeem the Warrants on the Remarketing Settlement Date at
         a redemption price per Warrant equal to the Warrant Redemption Amount
         as of the end of the day on the day next preceding the Remarketing
         Settlement Date; and

              (v) the Warrants shall be exercisable at the Exercise Price in
         lieu of a Redemption.

         Upon receipt from the Company of a Notice of Remarketing as provided in
the Trust Agreement and of a Notice of a Redemption as provided in the Warrant
Agreement, the Agent shall, as soon as practicable thereafter, mail to the
Holders of Securities a notice of such receipt, together with a copy of each
such notice.

         IN THE ABSENCE OF AN AFFIRMATIVE ELECTION NOT TO PARTICIPATE IN THE
         REMARKETING, EACH HOLDER WILL BE DEEMED TO HAVE ELECTED TO PARTICIPATE
         IN SUCH REMARKETING AND, IF APPLICABLE, TO HAVE ITS WARRANTS REDEEMED
         ON THE RELATED REMARKETING SETTLEMENT DATE AT THE WARRANT REDEMPTION
         AMOUNT.

         Each Holder of a Security who desires not to participate in the
Remarketing shall notify the Agent of such intention by use of a notice in
substantially the form of Exhibit B hereto. Such notice shall be given to the
Agent prior to 5:00 p.m., New York City time, on the Business Day immediately
preceding the Remarketing Date specified in the Notice of Remarketing. A Holder
of Security must affirmatively elect not to participate in a Remarketing on or
prior to 5:00 p.m. New York City time on the Business Day immediately preceding
the Remarketing Date.


                                      -26-
<PAGE>

SUBJECT TO THE NEXT PARAGRAPH, AN ELECTION BY A HOLDER NOT TO PARTICIPATE IN THE
REMARKETING WILL NOT ALTER THE DEEMED ELECTION BY SUCH HOLDER TO HAVE ITS
WARRANTS REDEEMED ON THE REDEMPTION DATE. Any such notice shall be irrevocable
and may not be conditioned upon the level at which the Reset Rate is established
in the Remarketing. The Agent, based on such notices, shall notify the
Remarketing Agent, promptly after 5:00 p.m., New York City time, on the Business
Day immediately preceding the Remarketing Date, of the aggregate number of
Preferred Securities (or, if the Debentures have been distributed in connection
with a liquidation of the Trust, the aggregate principal amount at maturity of
Debentures) that are components of Securities to be remarketed. Upon receipt of
such notice from the Agent, the Remarketing Agent shall, on the Remarketing
Date, use commercially reasonable efforts to remarket such Preferred Securities
(or Debentures) on such date at a price equal to: (i) in connection with a
Remarketing upon a Trading Remarketing Event or a Legal Cause Remarketing Event,
100% of the aggregate Accreted Value of such Preferred Securities (or
Debentures) as of the end of the day on the day next preceding the Remarketing
Settlement Date; and (ii) on the Maturity Remarketing Date, 100% of the stated
liquidation amount of the Preferred Securities (or principal amount at maturity
of the Debentures).

         Each Holder of a Security who desires to exercise its Warrants on the
Redemption Date at the Exercise Price per Warrant described in clause (v) above
in this Section 5.1, instead of having such Warrants redeemed on such date,
shall notify the Agent and the Warrant Agent of such intention by use of a
notice in substantially the form of Exhibit C hereto. Such notice shall be given
to the Agent and the Warrant Agent prior to 5:00 p.m., New York City time, on
the Business Day immediately preceding the Remarketing Date specified in the
related Notice of Remarketing. Any Holder who does not notify the Agent and the
Warrant Agent of an election to exercise its Warrants on the Remarketing
Settlement Date shall be deemed to have elected to have such Warrants redeemed.
Upon receipt of the foregoing notices, the Agent shall provide notice to the
Warrant Agent, no later than 5:00 p.m., New York City time, on the Business Day
immediately preceding the related Remarketing Settlement Date specified in the
related Notice of Remarketing, of the number of Warrants to be exercised and
shall, no later than 5:00 p.m., New York City time, on the Redemption Date,
deliver to the Warrant Agent a duly completed form of election to purchase set
forth on the reverse side of the Warrant Certificate, a form of which is
attached to the Global Unit Certificate, together with the proceeds of the
Remarketing referred to in the following paragraph. If the Exercise Conditions
have been satisfied and upon receipt of the shares of Common Stock deliverable
upon exercise of the Warrants, the Warrant Agent shall deliver such shares of
Common Stock to or upon the order of the Agent.

         Each Holder who elects to participate in the Remarketing and to
exercise its Warrants on the related Remarketing Settlement Date is referred to
as an "EXERCISING HOLDER." The Agent shall instruct the Remarketing Agent to
deliver the proceeds from the Remarketing of Preferred Securities of each
Exercising Holder to the Warrant Agent, and the Warrant Agent shall apply such
amounts to satisfy in full such Holders' obligation to pay the Exercise Price
for the Common Stock under the related Warrants on the Remarketing Settlement
Date. Any Holder (other than an Exercising Holder) of a Security affirmatively
electing to exercise Warrants on the Redemption Date may do so by following the
procedures set forth in Section 5.2 and in the Warrant Agreement. The proceeds
from a Redemption of the Warrants which form a part of the Securities shall be
paid to the Holders of such Securities.

                                      -27-
<PAGE>

         The Trust Agreement provides that if, by 4:00 p.m. New York City time,
on a Remarketing Date, the Remarketing Agent is unable to remarket all of the
Preferred Securities deemed tendered for purchase, a "FAILED REMARKETING" shall
be deemed to have occurred and the Remarketing Agent shall so advise by
telephone the Clearing Agency, the Property Trustee, the Warrant Agent, the
Indenture Trustee, the Administrative Trustees on behalf of the Trust and the
Company. The Company shall then give notice of the Failed Remarketing to the
Agent no later than 12:00 noon, New York City time, on the Business Day
following the Failed Remarketing and the Agent will, in turn, give notice to the
Holders of the Preferred Securities prior to the close of business on the
Business Day following the Remarketing Settlement Date. In the event of a Failed
Remarketing: (1) the Warrants will still be redeemed for cash, common stock, or
a combination thereof (as applicable) in an amount equal to the Warrant
Redemption Amount on the Redemption Date and (2) Holders of Warrants who have
elected to exercise their Warrants (which final date for election will occur
after the Remarketing Date) will be obligated to tender the applicable Exercise
Price in cash.

         Upon the occurrence of a Trading Remarketing Event or a Legal Cause
Remarketing Event and the election by the Company to cause a Remarketing of the
Preferred Securities, and on the Maturity Remarketing Date, as long as the
Securities are evidenced by one or more Global Unit Certificates, deposited with
the Clearing Agency, the Company shall request, not later than three days nor
more than 17 days (subject to any TO Extension) prior to the Remarketing Date,
that the Clearing Agency notify the Holders of the Securities of the Remarketing
of the Preferred Securities and of the procedures that must be followed if such
Holder of Securities wishes to elect not to participate in the Remarketing of
the Preferred Securities.

Section 5.2.  Early Exercise of Warrants; Exchange of Preferred Securities and
              Repurchase of Debentures.

         A Holder of a Unit may elect to exercise the Warrants which form a part
of such Unit at any time (such exercise, an "EARLY EXERCISE") in accordance with
the terms of the Warrant Agreement. Each Holder, other than an Exercising
Holder, who desires to exercise its Warrants shall, prior to any such exercise,
separate the Warrant and the Preferred Security components of the Security in
accordance with Section 3.6. In no event may a Holder satisfy its obligation to
pay the Exercise Price by tendering Preferred Securities.

         Following the exercise of a Warrant on a day other than the Redemption
Date, the Holder of the Unit of which such Warrant formed a part may require the
Trust, pursuant to this Agreement, the Trust Agreement and the Indenture, to
exchange the Preferred Securities which formed the other part of such Security
for Debentures having an Accreted Value equal to the Accreted Value of the
Preferred Securities being exchanged and to require the Company to repurchase
such Debentures on the applicable Required Repurchase Date which is no less than
93 days from such exercise date, as specified in the Trust Agreement.

Section 5.3.  Change of Control.

         Following a Change of Control, each Holder will have the right to (i)
require the Trust to distribute to such Holder Debentures having an Accreted
Value equal to Accreted Value of the Preferred Securities components of such
Holder's Units in exchange for its Preferred Securities and (ii) cause the
Company to repurchase (a "CHANGE OF CONTROL REPURCHASE RIGHT") such Holder's
Debentures and redeem (a "CHANGE OF CONTROL REDEMPTION RIGHT") such Holder's


                                      -28-
<PAGE>

Warrants at the amounts and on the dates specified in the Warrant Agreement, the
Trust Agreement and the Indenture, as applicable.

         Upon receipt from the Company of notice of a Change of Control (as
provided in the Trust Agreement and the Warrant Agreement), the Agent shall, as
soon as practicable thereafter, mail to the Holders of Securities a notice of
such receipt, together with a copy of such notice of Change of Control. The date
of such notice, which must written no later than 30 days after the occurrence of
the Change of Control, from the Company will be the "CHANGE OF CONTROL NOTICE
DATE."

         To exercise the Change of Control Redemption Right, a Holder must
deliver to the Agent, prior to the 45th day following the Change of Control
Notice Date (subject to extension as described in Section 5.03(b)(iii)(E) of the
Warrant Agreement), irrevocable written notice in the form of Exhibit D hereto,
of such Holder's election to have Warrants redeemed on the date specified in the
Warrant Agreement. The Agent, based on such notices, shall notify the Warrant
Agent no later than the 45th day following the Change of Control (or such later
date, if so extended) Notice Date of the aggregate number of Warrants to be
redeemed. An election to have Warrants redeemed shall also constitute an
election to separate the related Securities into their component parts and the
Agent and the Warrant Agent shall follow the procedures specified in Section
3.6.
         To exercise the Change of Control Repurchase Right, a Holder must
deliver to the Agent, within the 30-day period (which shall end no later than 45
days after the Change of Control Notice (subject to such extension)) specified
in the Change of Control Notice following the Change of Control Notice Date,
irrevocable written notice in the form of Exhibit E hereto, of such Holder's
election to have Preferred Securities components of its Securities exchanged for
an equivalent Accreted Value of Debentures and to have such Debentures
repurchased on the date specified in the Indenture. The Agent, based on such
notices, shall notify the Trust, the Company, the Property Trustee and the
Exchange Agent, no later than the 45th day following the Change of Control
Notice Date (subject to such extension) of the aggregate number of Preferred
Securities to be exchanged for Debentures by the Trust and to be repurchased by
the Company. An election to exchange Preferred Securities for Debentures and to
have such Debentures repurchased by the Company shall also constitute an
election to separate the related Units into their component parts and the Agent,
and the Property Trustee shall follow the procedures specified in Section 3.6
hereof (and Section 6.8 of the Trust Agreement).

Section 5.4.  Certain Rights Following a Remarketing.

         Following a Remarketing Settlement Date (unless there has been a
"Failed Remarketing" under the Trust Agreement) and a Redemption or an exercise
of the Warrants (including the delivery of all shares of Common Stock pursuant
to the exercise of a Warrant or the payment of any amounts payable upon the
Redemption), a Security shall thereafter represent only the right to receive the
Preferred Securities (or if the Debentures have been distributed upon
liquidation of the Trust, the Debentures) forming a part of such Securities.

                                      -29-
<PAGE>

Section 5.5.  Governing Documents.

         The rights, benefits, remedies and other provisions of the Holders with
respect to the components of the Units (including, but not limited to, with
respect to Remarketing, Redemption and Early Exercise) are contained
definitively in the Trust Agreement, the Warrant Agreement, the Indenture and
the Guarantee Agreement, and, to the extent these rights as set forth herein
differ from or are inconsistent with those contained therein, then these other
agreements and documents shall control.

                                   ARTICLE VI

                                    Remedies

Section 6.1.  Unconditional Right of Holders to Receive Payments and to
              Purchase Common Stock.

         The Holder of any Security shall have all the rights provided to a
holder of Preferred Securities under the Trust Agreement and therefore through
the Trust Agreement, the Indenture (or, to the extent such Holder's Preferred
Securities are exchanged pursuant to the Trust Agreement, to a holder of the
Debentures under the Indenture) and to a holder of Warrants under the Warrant
Agreement, including, in each case, the right to institute suit for the
enforcement of any such payments or obligations thereunder, and such rights
shall not be impaired except as provided in the Trust Agreement, the Indenture
and the Warrant Agreement, as applicable.

Section 6.2.  Restoration of Rights and Remedies.

         If any Holder has instituted any proceeding to enforce any right or
remedy under this Agreement and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to such Holder, then
and in every such case, subject to any determination in such proceeding, the
Company and such Holder shall be restored severally and respectively to their
former positions hereunder and thereafter all rights and remedies of such Holder
shall continue as though no such proceeding had been instituted.

Section 6.3.  Rights and Remedies Cumulative.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Certificates in the last paragraph of
Section 3.11, no right or remedy herein conferred upon or reserved to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

                                      -30-
<PAGE>

Section 6.4.  Delay or Omission Not Waiver.

         No delay or omission of any Holder to exercise any right or remedy upon
a default shall impair any such right or remedy or constitute a waiver of any
such right. Every right and remedy given by this Article or by law to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by such Holders.

Section 6.5.  Undertaking for Costs.

         All parties to this Agreement agree, and each Holder of a Security, by
its acceptance of such Security shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or
remedy under this Agreement, or in any suit against the Agent for any action
taken, suffered or omitted by it as Agent, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys'
fees, against any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by such party litigant; provided
that, the provisions of this Section shall not apply to any suit instituted by
the Company, to any suit instituted by the Agent, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 20% of the
Outstanding Securities, or to any suit instituted by any Holder for the
enforcement of distributions on any Preferred Securities on or after the
respective Payment Date therefor in respect of any Security held by such Holder,
or for enforcement of the right to purchase shares of Common Stock under the
Warrants constituting part of any Security held by such Holder.

Section 6.6.  Waiver of Stay or Extension Laws.

         The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance of this Agreement; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Agent or the Holders, but will suffer and permit the
execution of every such power as though no such law had been enacted.

                                  ARTICLE VII

                                    The Agent

Section 7.1.  Certain Duties and Responsibilities.

         (a) The Agent undertakes to perform, with respect to the Securities,
such duties and only such duties as are specifically set forth in this
Agreement, and no implied covenants or obligations shall be read into this
Agreement against the Agent; and in the absence of bad faith or negligence on
its part, the Agent may, with respect to the Securities, conclusively rely, as
to the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Agent and conforming to
the requirements of this Agreement but in the case of any certificates or
opinions which by any provision hereof are specifically required to be furnished
to the Agent, the Agent shall be under a duty to examine the same to determine


                                      -31-
<PAGE>

whether or not they conform to the requirements of this Agreement (but need not
confirm or investigate the accuracy of mathematical calculations or other facts
stated therein).

         (b) No provision of this Agreement shall be construed to relieve the
Agent from liability for its own negligent action, its own negligent failure to
act, or its own willful misconduct, except that

              (1) this Subsection shall not be construed to limit the effect of
Subsection (a) of this Section;

              (2) the Agent shall not be liable for any error of judgment made
in good faith by a Responsible Officer, unless it shall be proved that the Agent
was negligent in ascertaining the pertinent facts or making such judgment; and

              (3) no provision of this Agreement shall require the Agent to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if adequate indemnity is not provided to it.

         (c) Whether or not therein expressly so provided, every provision of
this Agreement relating to the conduct or affecting the liability of or
affording protection to the Agent shall be subject to the provisions of this
Section.

Section 7.2.  Notice of Default.

         Within 30 days after the occurrence of any default by the Company
hereunder of which a Responsible Officer of the Agent has actual knowledge, the
Agent shall transmit by mail to the Company and the Holders of Securities, as
their names and addresses appear in the Register, notice of such default
hereunder, unless such default shall have been cured or waived.

Section 7.3.  Certain Rights of Agent.

         Subject to the provisions of Section 7.1:

         (a) the Agent may rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;

         (b) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by an Officers' Certificate, Issuers Order or Issuer
Request, and any resolution of the Board of Directors of the Company may be
sufficiently evidenced by a Board Resolution;

         (c) whenever in the administration of this Agreement the Agent shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Agent (unless other evidence be
herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officers' Certificate of the Company;

                                      -32-
<PAGE>

         (d) the Agent may consult with counsel of its selection and the advice
of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon, provided that reasonable
care shall have been exercised in the selection and continued engagement of such
counsel;

         (e) the Agent shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the Agent,
in its discretion, may make reasonable further inquiry or investigation into
such facts or matters as it may see fit, and, if the Agent shall determine to
make such further inquiry or investigation, it shall be given a reasonable
opportunity to examine the books, records and premises of the Company,
personally or by Agent or attorney at the sole cost of the Company, provided
that such person shall first enter into a confidentiality agreement in a form
approved by the Company, and shall incur no liability or additional liability of
any kind by reason of such inquiry or investigation;

         (f) the Agent may execute any of the powers hereunder or perform any
duties hereunder either directly or by or through agents or attorneys or an
Affiliate and the Agent shall not be responsible for any misconduct or
negligence on the part of any agent or attorney or an Affiliate appointed and
continued with due care by it hereunder;

         (g) with respect to the calculation of the Accreted Value and the
Warrant Redemption Amount, the Agent may conclusively rely upon the calculations
thereof determined by the Calculation Agent;

         (h) the Agent shall not be liable for any action taken, suffered, or
omitted to be taken by it in good faith and reasonably believed by it to be
authorized or within the discretion or rights or powers conferred upon it by
this Agreement;

         (i) the Agent shall not be deemed or have notice of any Default or
Event of Default unless a Responsible Officer of the Agent has actual knowledge
thereof or unless written notice of any event which is in fact such a default is
received by the Agent at the Corporate Trust Office of the Agent, and such
notice references the Securities and this Agreement; and

         (j) the rights, privileges, protections, immunities and benefits given
to the Agent, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Agent in each of its capacities
hereunder including, without limitation, in its capacities as Warrant Agent and
Property Trustee, and to each agent, custodian and other Person employed to act
hereunder.

Section 7.4.  Not Responsible for Recitals or Issuance of Securities.

         The recitals contained herein and in the Certificates shall be taken as
the statements of the Company, and the Agent assumes no responsibility for their
accuracy. The Agent makes no representations as to the validity or sufficiency
of either this Agreement or of the Securities.

         The Agent shall not be accountable for the use or application by the
Company of Securities or the proceeds thereof.

                                      -33-
<PAGE>

Section 7.5.  May Hold Securities.

         Any Registrar or any other Agent of the Company, or the Agent and its
Affiliates, in their individual or any other capacity, may, to the extent
permitted by applicable law, become the owner or pledgee of Securities and may,
to the extent permitted by applicable law, otherwise deal with the Company or
any other Person with the same rights it would have if it were not Registrar or
such other Agent, or the Agent.

Section 7.6.  Money Held in Custody.

         Money held by the Agent in custody hereunder need not be segregated
from the other funds except to the extent required by law or provided herein.
The Agent shall be under no obligation to invest or pay interest on any money
received by it hereunder except as otherwise agreed in writing with the Company.

Section 7.7.  Compensation and Reimbursement.

         The Company agrees:

              (1) to pay to the Agent from time to time such compensation as
         shall be set forth on the fee schedule attached hereto as Annex C
         hereto, as the same may be amended from time to time by the Agent and
         the Company;

              (2) except as otherwise expressly provided for herein, to
         reimburse the Agent upon its request for all reasonable out-of-pocket
         expenses, disbursements and advances incurred or made by the Agent in
         accordance with any provision of this Agreement (including the
         reasonable compensation and the expenses and disbursements of its
         Agents and counsel), except any such expense, disbursement or advance
         as may be attributable to its negligence or bad faith; and

              (3) to indemnify the Agent and any predecessor Agent for, and to
         hold it harmless against, any loss, liability or expense, including
         taxes (other than taxes based upon, measured by or determined by the
         income of the Agent) incurred without negligence or bad faith on its
         part, arising out of or in connection with the acceptance or
         administration of its duties hereunder, including the costs and
         expenses of defending itself against any claim or liability in
         connection with the exercise or performance of any of its powers or
         duties hereunder.

         The Agent shall have a lien prior to the Securities as to all property
and funds held by it hereunder for any amount owing it or any predecessor Agent
pursuant to this Section 7.7, except with respect to funds held in trust for the
benefit of the Holders of particular Securities.

         The provisions of this Section shall survive the termination of this
Agreement and the resignation or removal of the Agent.

                                      -34-
<PAGE>

Section 7.8.  Corporate Agent Required; Eligibility.

         There shall at all times be an Agent hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having (or being a member of a bank
holding company having) a combined capital and surplus of at least $50,000,000,
subject to supervision or examination by Federal or State authority and having a
Corporate Trust Office in the Borough of Manhattan, The City of New York, if
there be such a corporation in the Borough of Manhattan, The City of New York,
qualified and eligible under this Article and willing to act on reasonable
terms. If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Agent shall cease to be eligible in accordance with the provisions
of this Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

Section 7.9.  Resignation and Removal; Appointment of Successor.

         (a) No resignation or removal of the Agent and no appointment of a
successor Agent pursuant to this Article shall become effective until the
acceptance of appointment by the successor Agent in accordance with the
applicable requirements of Section 7.10.

         (b) The Agent may resign at any time by giving written notice thereof
to the Company 60 days prior to the effective date of such resignation. If the
instrument of acceptance by a successor Agent required by Section 7.10 shall not
have been delivered to the Agent within 30 days after the giving of such notice
of resignation, the resigning Agent may petition any court of competent
jurisdiction for the appointment of a successor Agent.

         (c) The Agent may be removed at any time by Act of the Holders of a
majority in number of the Units which constitute Outstanding Securities
delivered to the Agent and the Company.

         (d) If at any time

              (1) the Agent fails to comply with Section 310(b) of the TIA, as
         if the Agent were an indenture trustee under an indenture qualified
         under the TIA, after written request therefor by the Company or by any
         Holder who has been a bona fide Holder of a Security for at least six
         months, or

              (2) the Agent shall cease to be eligible under Section 7.8 and
         shall fail to resign after written request therefor by the Company or
         by any such Holder, or

              (3) the Agent shall become incapable of acting or shall be
         adjudged a bankrupt or insolvent or a receiver of the Agent or of its
         property shall be appointed or any public officer shall take charge or
         control of the Agent or of its property or affairs for the purpose of
         rehabilitation, conservation or liquidation,

                                      -35-
<PAGE>

then, in any such case, (i) the Company by a Board Resolution may remove the
Agent, or (ii) any Holder who has been a bona fide Holder of a Security for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Agent and
the appointment of a successor Agent.

         (e) If the Agent shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Agent for any cause, the
Company, by a Board Resolution, shall promptly appoint a successor Agent and
shall comply with the applicable requirements of Section 7.10. If no successor
Agent shall have been so appointed by the Company and accepted appointment in
the manner required by Section 7.10, any Holder who has been a bona fide Holder
of a Security for at least six months may, on behalf of itself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Agent.

         (f) The Company shall give, or shall cause such successor Agent to
give, notice of each resignation and each removal of the Agent and each
appointment of a successor Agent by mailing written notice of such event by
first-class mail, postage prepaid, to all Holders as their names and addresses
appear in the applicable Register. Each notice shall include the name of the
successor Agent and the address of its Corporate Trust Office.

Section 7.10. Acceptance of Appointment by Successor.

         (a) In case of the appointment hereunder of a successor Agent, every
such successor Agent so appointed shall execute, acknowledge and deliver to the
Company and to the retiring Agent an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Agent shall become
effective and such successor Agent, without any further act, deed or conveyance,
shall become vested with all the rights, powers, agencies and duties of the
retiring Agent; but, on the request of the Company or the successor Agent, such
retiring Agent shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Agent all the rights, powers and
trusts of the retiring Agent and shall duly assign, transfer and deliver to such
successor Agent all property and money held by such retiring Agent hereunder. If
an instrument of acceptance by a successor Agent shall not have been delivered
to the Agent within 30 days after the giving of such notice of removal, the
Agent being removed may petition, at the expense of the Company, any court of
competent jurisdiction for the appointment of a successor Agent with respect to
the Securities of such series.

         (b) Upon request of any such successor Agent, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Agent all such rights, powers and agencies referred to in
paragraph (a) of this Section.

         (c) No successor Agent shall accept its appointment unless at the time
of such acceptance such successor Agent shall be qualified and eligible under
this Article.

Section 7.11. Merger, Conversion, Consolidation or Succession to Business.

         Any corporation into which the Agent may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Agent shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Agent, shall be the successor of the Agent hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article, with
the execution


                                      -36-
<PAGE>

or filing of any paper or any further act on the part of any of the parties
hereto. In case any Certificates shall have been authenticated and executed on
behalf of the Holders, but not delivered, by the Agent then in office, any
successor by merger, conversion or consolidation to such Agent may adopt such
authentication and execution and deliver the Certificates so authenticated and
executed with the same effect as if such successor Agent had itself
authenticated and executed such Securities.

Section 7.12. Preservation of Information; Communications to Holders

         (a) The Agent shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders received by the Agent in its
capacity as Registrar.

         (b) If three or more Holders (herein referred to as "APPLICANTS") apply
in writing to the Agent, and furnish to the Agent reasonable proof that each
such applicant has owned a Security for a period of at least six months
preceding the date of such application, and such application states that the
applicants desire to communicate with other Holders with respect to their rights
under this Agreement or under the Securities and is accompanied by a copy of the
form of proxy or other communication which such applicants propose to transmit,
then the Agent shall mail to all the Holders copies of the form of proxy or
other communication which is specified in such request, with reasonable
promptness after a tender to the Agent of the materials to be mailed and of
payment, or provision for the payment, of the reasonable expenses of such
mailing.

Section 7.13. No Obligations of Agent.

         Except to the extent otherwise expressly provided in this Agreement,
the Agent assumes no obligations and shall not be subject to any liability under
this Agreement in respect of the obligations of the Holder of any Security
hereunder. The Company agrees, and each Holder of a Certificate, by his
acceptance thereof, shall be deemed to have agreed, that the Agent's execution
of the Certificates on behalf of the Holders shall be solely as Agent and
attorney-in-fact for the Holders, and that the Agent shall have no obligation
thereunder except to the extent expressly provided in Article Five hereof.
Anything in this Agreement to the contrary notwithstanding, in no event shall
the Agent or its officers, employees or Agents be liable under this Agreement to
any third party for indirect, special, punitive, or consequential loss or damage
of any kind whatsoever, including lost profits, whether or not the likelihood of
such loss or damage was known to the Agent, incurred without any act or deed
that is found to be attributable to negligence or willful misconduct on the part
of the Agent.

Section 7.14. Tax Compliance.

         (a) The Company will comply with all applicable certification,
information reporting and withholding (including "backup" withholding)
requirements imposed by applicable tax laws, regulations or administrative
practice with respect to (i) any payments made with respect to the Securities or
(ii) the issuance, delivery, holding, transfer, redemption or exercise of rights
under the Securities. Such compliance shall include, without limitation, the
preparation and timely filing of required returns and the timely payment of all
amounts required to be withheld to the appropriate taxing authority or its
designated Agent.

                                      -37-
<PAGE>

         (b) The Agent shall comply in accordance with the terms hereof with any
written direction received from the Company with respect to the execution or
certification of any required documentation and the application of such
requirements to particular payments or Holders or in other particular
circumstances, and may for purposes of this Agreement conclusively rely on any
such direction in accordance with the provisions of Section 7.1(a)(2) hereof.

         (c) The Agent shall maintain all appropriate records documenting
compliance with such requirements, and shall make such records available, on
written request, to the Company or its authorized representative within a
reasonable period of time after receipt of such request.

                                  ARTICLE VIII

                             Supplemental Agreements

Section 8.1.  Supplemental Agreements Without Consent of Holders.

         Without the consent of any Holders or any other party hereto, the
Company and the Agent, at any time and from time to time, may enter into one or
more agreements supplemental hereto, in form satisfactory to the Company and the
Agent, for any of the following purposes:

              (1) to evidence the succession of another Person to the Company,
         and the assumption by any such successor of the covenants of the
         Company herein and in the Certificates; or

              (2) to add to the covenants of the Company for the benefit of the
         Holders, or to surrender any right or power herein conferred upon the
         Company; or

              (3) to evidence and provide for the acceptance of appointment
         hereunder by a successor Agent; or

              (4) to cure any ambiguity, to cure, correct or supplement any
         provisions herein which may be inconsistent with any other provisions
         herein, or to make any other provisions with respect to such matters or
         questions arising under this Agreement that the Company and the Agent
         may deem necessary or desirable, provided such action shall not
         adversely affect the interests of the Holders.

Section 8.2.  Supplemental Agreements With Consent of Holders; Other
              Fiduciaries.

         With the consent of the Holders of not less than a majority in number
of the Outstanding Units (which have not been separated into their component
parts as of the relevant date) voting together as one class, by Act of said
Holders delivered to the Company and the Agent, the Company, when authorized by
a Board Resolution, the Trust and the Agent may enter into an agreement or
agreements supplemental hereto for the purpose of modifying in any manner the
provisions of this Agreement or the rights of the Holders in respect of the
Units; provided, however, that, except as contemplated herein, no such
supplemental agreement shall, without the unanimous consent of the Holders of
each Outstanding Unit affected thereby, reduce the percentage of the Outstanding
Units the consent of whose Holders is required for any such supplemental
agreement; provided, that any modification of the Trust Agreement or Warrant



                                      -38-
<PAGE>

Agreement in accordance with the terms thereof shall be binding on the rights of
the Holders under this Agreement without the need for any further consent.

         It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental agreement, but it shall
be sufficient if such Act shall approve the substance thereof.

         No agreement supplemental hereto shall modify in any way any of the
rights or obligations of the Agent, the Property Trustee, the Indenture Trustee,
the Warrant Agent or the Remarketing Agent without such Person's consent.

Section 8.3.  Execution of Supplemental Agreements.

         In executing, or accepting the additional agencies created by, any
supplemental agreement permitted by this Article or the modifications thereby of
the agencies created by this Agreement, the Agent shall be entitled to receive,
and (subject to Section 7.1) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental agreement is
authorized or permitted by this Agreement. The Agent may, but shall not be
obligated to, enter into any such supplemental agreement which affects the
Agent's own rights, duties or immunities under this Agreement or otherwise.

Section 8.4.  Effect of Supplemental Agreements.

         Upon the execution of any supplemental agreement under this Article,
this Agreement shall be modified in accordance therewith, and such supplemental
agreement shall form a part of this Agreement for all purposes; and every Holder
of Certificates theretofore or thereafter authenticated, executed on behalf of
the Holders and delivered hereunder, shall be bound thereby.

Section 8.5.  Reference to Supplemental Agreements.

         Certificates authenticated, executed on behalf of the Holders and
delivered after the execution of any supplemental agreement pursuant to this
Article may, and shall if required by the Agent, bear a notation in form
approved by the Agent as to any matter provided for in such supplemental
agreement. If the Company shall so determine, new Certificates so modified as to
conform, in the opinion of the Agent and the Company, to any such supplemental
agreement may be prepared and executed by the Company and authenticated,
executed on behalf of the Holders and delivered by the Agent in exchange for
Certificates representing Outstanding Securities.

                                   ARTICLE IX

                    Consolidation, Merger, Sale Or Conveyance

Section 9.1.  Company May Consolidate, Etc., Only on Certain Terms.

         The Company shall not consolidate with or merge with or into or wind up
into (whether or not the Company is the surviving corporation) or sell, assign,
convey, transfer or lease its properties and assets substantially as an entirety
to any Person unless:

                                      -39-
<PAGE>

         (1) the corporation formed by such consolidated or into which the
Company is merged or the Person which acquires by conveyance or transfer, or
which leases, the properties and assets of the Company substantially as an
entirety (the "successor corporation") shall be a corporation organized and
existing under the laws of the United States or any State or territory thereof
or the District of Columbia and shall expressly assume, by a supplemental
agreement hereto, executed and delivered to the Agent, in form satisfactory to
the Agent, all of the obligations of the Company under this Agreement and the
performance of every covenant of this Agreement on the part of the Company to be
performed or observed;

         (2) immediately after giving effect to such transaction, no default,
and no event which, after notice or lapse of time, or both, would become a
default, in the performance of any covenant or condition hereunder or under any
of the Units (including the component parts thereof); and

         (3) the Company has delivered to the Agent an Officers' Certificate and
an Opinion of Counsel each stating that such consolidation, merger, conveyance,
transfer or lease and such supplemental indenture comply with this Article and
that all conditions precedent herein provided for relating to such transaction
have been complied with.

Section 9.2.  Successor Corporation Substituted.

         Upon any consolidation with or merger into any other corporation, or
any conveyance, transfer or lease of the properties and assets of the Company
substantially as an entirety in accordance with Section 9.1, the successor
corporation formed by such consolidation or into which the Company is merged or
to which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Agreement with the same effect as if such successor corporation had been
named as the Company herein. Such successor corporation thereupon may cause to
be signed, and may issue either in its own name or in the name of the Company,
any or all of the Certificates evidencing Securities issuable hereunder which
theretofore shall not have been signed by the Company and delivered to the
Agent; and, upon the order of such successor corporation, instead of the
Company, and subject to all the terms, conditions and limitations in this
Agreement prescribed, the Agent shall authenticate and execute on behalf of the
Holders and deliver any Certificates which previously shall have been signed and
delivered by the officers of the Company to the Agent for authentication and
execution, and any Certificate evidencing Securities which such successor
corporation thereafter shall cause to be signed and delivered to the Agent for
that purpose. All the Certificates issued shall in all respects have the same
legal rank and benefit under this Agreement as the Certificates theretofore or
thereafter issued in accordance with the terms of this Agreement as though all
of such Certificates had been issued at the date of the execution hereof.

         In case of any such consolidation, merger, sale, assignment, transfer,
lease or conveyance such change in phraseology and form (but not in substance)
may be made in the Certificates evidencing Securities thereafter to be issued as
may be appropriate.

                                      -40-
<PAGE>

                                   ARTICLE X

                                    Covenants

Section 10.1. Performance Under Agreements.

         The Company covenants and agrees for the benefit of the Holders from
time to time of the Securities that it will duly and punctually perform its
obligations under the Warrant Agreement and the Trust Agreement in accordance
with the terms thereof and this Agreement.

Section 10.2. Maintenance of Office or Agency.

         The Company will maintain in the Borough of Manhattan, The City of New
York an office or agency where Certificates may be presented or surrendered for
registration of transfer or exchange, separation or re-joining of a Unit and
where notices and demands to or upon the Company in respect of the Securities
and this Agreement may be served. The Company will give prompt written notice to
the Agent of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Agent with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office, and the Company hereby appoints the Agent as its agent
to receive all such presentations, surrenders, notices and demands.

         The Company may also from time to time designate one or more other
offices or agencies where Certificates may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in the
Borough of Manhattan, The City of New York for such purposes. The Company will
give prompt written notice to the Agent of any such designation or rescission
and of any change in the location of any such other office or agency. The
Company hereby designates as the place of payment for the Securities the
Corporate Trust Office and appoints the Agent at its Corporate Trust Office as
paying Agent in such city.

Section 10.3. Statements of Officers of the Company as to Compliance.

         The Company will deliver to the Agent, within 120 days after the end of
each fiscal year of the Company (which as of the date hereof is December 31)
ending after the date hereof, an Officers' Certificate (one of the signers of
which shall be the principal executive officer, principal financial officer or
principal accounting officer of the Company), stating whether or not to the best
knowledge of the signers thereof the Company is in default in the performance
and observance of any of the terms, provisions and conditions hereof, and if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.

                                      -41-
<PAGE>

Section 10.4. Statement by Officers as to Default.

         The Company shall deliver to the Agent, as soon as possible and in any
event within five days after the Company becomes aware of the occurrence of any
Event of Default or an event which, with notice or the lapse of time or both,
would constitute an Event of Default, an Officers' Certificate setting forth the
details of such Event of Default or default and the action which the Company
proposes to take with respect thereto.

Section 10.5. Calculation of Original Issue Discount.

         The Company shall provide to the Agent on a timely basis such
information as the Agent requires to enable the Agent to prepare and file any
form required to be submitted by the Company with the Internal Revenue Service
and Holders of Securities relating to original discount, including, without
limitation, Form 1099-OID or any successor form.

                                   ARTICLE XI

                          Representations of the Agent

Section 11.1. Representations and Warranties of the Agent.

         The initial Agent represents and warrants to the Trust and to the
Company at the date of this Agreement, and each successor Agent represents and
warrants to the Trust and the Company at the time of the successor Agent's
acceptance of its appointment as Agent, that:

              (a) the Agent is a banking corporation duly organized, validly
         existing and in good standing under the laws of its state of
         incorporation, with trust powers and authority to execute and deliver,
         and to carry out and perform its obligations under the terms of, this
         Agreement;

              (b) the Agent satisfies the requirements set forth in Section 7.8;

              (c) the execution, delivery and performance by the Agent of this
         Agreement has been duly authorized by all necessary corporate action on
         the part of the Agent; this Agreement has been duly executed and
         delivered by the Agent and constitutes a legal, valid and binding
         obligation of the Agent enforceable against it in accordance with its
         terms, subject to applicable bankruptcy, reorganization, moratorium,
         insolvency and other similar laws affecting creditors' rights generally
         and to general principles of equity and the discretion of the court
         (regardless of whether the enforcement of such remedies is considered
         in a proceeding in equity or at law);

              (d) the execution, delivery and performance of this Agreement by
         the Agent does not conflict with, or constitute a breach of, the
         charter or by-laws of the Agent; and

              (e) no consent, approval or authorization of, or registration with
         or notice to, any New York State or federal banking authority is
         required for the execution, delivery or performance by the Agent of
         this Agreement.

                                      -42-
<PAGE>

                                  ARTICLE XII

                   The Warrant Agent and The Property Trustee

Section 12.1. Certain Duties and Responsibilities.

         (a) (1) The Warrant Agent and the Property Trustee (each, a "PARTY,"
together, the "PARTIES") undertake to perform, with respect to this Agreement,
such duties and only such duties as are specifically set forth in this
Agreement, and no implied covenants or obligations shall be read into this
Agreement against any Party; and in the absence of bad faith or negligence of
their parts, the Parties may, with respect to the Securities, conclusively rely,
as to the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Parties and conforming
to the requirements of this Agreement but in the case of any certificates or
opinions which by any provision hereof are specifically required to be furnished
to the Parties, the Parties shall be under a duty to examine the same to
determine whether or not they conform to the requirements of this Agreement (but
need not confirm or investigate the accuracy of mathematical calculations or
other facts stated therein). The provisions regarding the appointment, removal,
resignation, vacancies, meetings, delegation of power and merger, conversion,
consolidation or succession to business applicable to such Party in the Trust
Agreement or Warrant Agreement, as to which such Person is a party, shall apply
to the performance of such Persons duties and obligations hereunder.

         Without limiting the foregoing,

         (a) No provision of this Agreement shall be construed to relieve any
Party from liability for its own negligent action, its own negligent failure to
act, or its own willful misconduct, except that:

              (1) this Subsection shall not be construed to limit the effect of
         Subsection (a) of this Section;

              (2) no Party shall be liable for any error of judgment made in
         good faith by a Responsible Officer, unless it shall be proved that
         such Party was negligent in ascertaining the pertinent facts or making
         such judgment; and

              (3) no provision of this Agreement shall require any Party to
         expend or risk its own funds or otherwise incur any financial liability
         in the performance of any of its duties hereunder, or in the exercise
         of any of its rights or powers, if adequate indemnity is not provided
         to it.

         (b) Whether or not therein expressly so provided, every provision of
this Agreement relating to the conduct or affecting the liability of or
affording protection to the Parties shall be subject to the provisions of this
Section.

         (c) Any Party may rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;

                                      -43-
<PAGE>

         (d) Any request or direction of the Company mentioned herein shall be
sufficiently evidenced by an Officers' Certificate, Issuers Order or Issuer
Request, and any resolution of the Board of Directors of the Company may be
sufficiently evidenced by a Board Resolution;

         (e) Whenever in the administration of this Agreement any Party shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, such Party (unless other evidence be
herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officers' Certificate of the Company;

         (f) Any Party may consult with counsel of its selection and the advice
of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon; provided, that reasonable
care shall have been exercised in the selection and continued engagement of such
counsel;

         (g) No Party shall be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document, but any Party, in its
discretion, may make reasonable further inquiry or investigation into such facts
or matters as it may see fit, and, if such Party shall determine to make such
further inquiry or investigation, it shall be given a reasonable opportunity to
examine the books, records and premises of the Company, personally or by Agent
or attorney at the sole cost of the Company and shall incur no liability or
additional liability of any kind by reason of such inquiry or investigation;

         (h) Any Party may execute any of the powers hereunder or perform any
duties hereunder either directly or by or through Agents or attorneys or an
Affiliate and no Party shall be responsible for any misconduct or negligence on
the part of any Agent or attorney or an Affiliate appointed with due care by it
hereunder;

         (i) No Party shall be liable for any action taken, suffered, or omitted
to be taken by it in good faith and reasonably believed by it to be authorized
or within the discretion or rights or powers conferred upon it by this
Agreement;

         (j) No Party shall be deemed or have notice of any default or event of
default unless an officer in the corporate trust department of such Party has
actual knowledge thereof or unless written notice of any event which is in fact
such a default is received by such Party at its address identified in this
Agreement, and such notice references the Securities and this Agreement.

         (k) The rights, privileges, protections, immunities and benefits given
to each Party, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, such Party in each of its capacities
hereunder, and to each Agent, custodian and other Person employed to act
hereunder.

         (l) The recitals contained herein and in the Certificates shall be
taken as the statements of the Company, and no Party assumes any responsibility
for their accuracy. No Party makes any representations as to the validity or
sufficiency of either this Agreement or of the Securities.

                                      -44-
<PAGE>

         (m) Any Party in its individual or any other capacity, may to the
extent permitted by applicable law become the owner or pledgee of Securities and
may to the extent permitted by applicable law otherwise deal with the Company or
any other Person with the same rights it would have if it were not a Party.

         (n) The provisions of this Section shall survive the termination of
this Agreement.

         (o) No Party shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.



                                      -45-
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

                                    REINSURANCE GROUP OF AMERICA, INCORPORATED


                                    By:  ______________________________
                                          Name:
                                          Title:


                                    RGA CAPITAL TRUST I


                                    By:  ______________________________
                                          Name:
                                          Title:  Administrative Trustee


                                    By:  ______________________________
                                          Name:
                                          Title:  Administrative Trustee


                                    THE BANK OF NEW YORK, as Agent


                                    By:  ______________________________
                                          Name:
                                          Title:


                                    THE BANK OF NEW YORK, as Warrant Agent


                                    By:  ______________________________
                                          Name:
                                          Title:


                                    THE BANK OF NEW YORK, as Property Trustee


                                    By:  ______________________________
                                          Name:
                                          Title:




                                      -46-
<PAGE>
                                                                      EXHIBIT A

                        FORM OF FACE OF UNIT CERTIFICATE

         THIS CERTIFICATE IS A GLOBAL UNIT CERTIFICATE WITHIN THE MEANING OF THE
UNIT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"), OR A
NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE UNIT AGREEMENT AND NO TRANSFER OF
THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN
LIMITED CIRCUMSTANCES.

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         THE CONSTITUENT COMPONENTS OF THIS UNIT MUST BE SEPARATED PRIOR TO
TRANSFER (EXCEPT AS PART OF A UNIT) AS PROVIDED IN THE UNIT AGREEMENT.

CERTIFICATE NO.: ___________                              CUSIP NO.: 759351 30 7
NUMBER OF UNITS: ___________

                   REINSURANCE GROUP OF AMERICA, INCORPORATED
                               RGA CAPITAL TRUST I
                                  UNIT SECURITY

         This Certificate certifies that ________ is the registered Holder of
the number of Units set forth above. Each Unit consists of (i) beneficial
ownership by the Holder of one Preferred Security (the "PREFERRED SECURITY") of
RGA Capital Trust I, a Delaware statutory business trust (the "TRUST"), having a
stated liquidation amount of $50, represented in global form by the Preferred
Security Certificate attached hereto as Annex A and (ii) the rights and
obligations of the Holder under one Warrant (the "WARRANT") initially to
purchase 1.2508 shares of common stock, par value $0.01 per share, of
Reinsurance Group of America, Incorporated, a Missouri corporation (the
"COMPANY"), represented in global form by the Warrant Certificate attached


                                      A-1
<PAGE>

hereto as Annex B. All capitalized terms used herein which are defined in the
Unit Agreement (as defined on the reverse hereof) have the meaning set forth
therein.

         Distributions on any Preferred Security forming part of a Unit
evidenced hereby, which are payable quarterly in arrears on March 15, June 15,
September 15 and December 15 of each year, commencing on March 15, 2002 (a
"PAYMENT DATE"), shall, subject to receipt thereof by the Agent, be paid to the
Person in whose name this certificate (or a Predecessor Certificate) is
registered at the close of business on the Record Date for such Payment Date,
except that the proceeds of a Remarketing will be paid to the Warrant Agent in
satisfaction of each Exercising Remarketing Holder's obligations to pay the
Exercise Price of Warrants constituting a part of this Security.

         Distributions on the Preferred Securities will be payable at the office
of the Agent in The City of New York or, at the option of the Company, by (i)
U.S. Dollar check drawn on a bank in The City of New York mailed to the address
of the Person entitled thereto as such address shall appear in the Register, or
(ii) upon application to the Registrar not later than the relevant Record Date
by a Holder of Units in excess of $5,000,000, wire transfer in immediately
available funds.

         Reference is hereby made to the further provisions set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Agent by manual signature, this Certificate shall not be entitled to any
benefit under the Unit Agreement, the Warrant Agreement or the Trust Agreement
or be valid or obligatory for any purpose.


                                      A-2
<PAGE>


         IN WITNESS WHEREOF, the undersigned have caused this instrument to be
duly executed.

                                     REINSURANCE GROUP OF AMERICA, INCORPORATED


                                     By:  _______________________________
                                           Name:
                                           Title:


                                     RGA CAPITAL TRUST I


                                     By:   _______________________________
                                           Name:
                                           Title:  Administrative Trustee




                      AGENT'S CERTIFICATE OF AUTHENTICATION

         This is one of the Certificates referred to in the within mentioned
Unit Agreement.

Dated:  December 18, 2001            By:     THE BANK OF NEW YORK,
                                             as Agent

                                     By:     ___________________________
                                                Authorized Signatory

                                      A-3
<PAGE>


                        (FORM OF REVERSE OF CERTIFICATE)

         Each Unit evidenced hereby is governed by the Unit Agreement, dated as
of December 18, 2001 (as may be supplemented from time to time, the "UNIT
AGREEMENT"), among the Company, the Trust, The Bank of New York, as Agent
(including its successors hereunder, the "AGENT"), The Bank of New York, as
Warrant Agent, and The Bank of New York, as Property Trustee, to which Agreement
and supplemental agreements thereto reference is hereby made for a description
of the respective rights, limitations of rights, obligations, duties and
immunities thereunder of the Agent, the Company, the Trust, and the Holders and
of the terms upon which the Certificates are, and are to be, executed and
delivered. Each Unit consists of (i) beneficial ownership by the Holder of one
Preferred Security (the "PREFERRED SECURITY") of the Trust, having a stated
liquidation amount of $50, represented in global form by the Preferred Security
Certificate attached hereto as Annex A and (ii) the rights and obligations of
the Holder under one Warrant (the "WARRANT") initially to purchase 1.2508 shares
of common stock, par value $0.01 per share, of the Company, represented in
global form by the Warrant Certificate attached hereto as Annex B. Pursuant to
the Unit Agreement, the rights, limitations or rights, obligations, duties and
immunities of the Agent, the Company, the Trust, and the Holders, and the
Certificates include the rights, obligations, duties and immunities set forth in
the Operative Documents, to which reference is further made for a description
thereof.

         The Company may, under the circumstances as set forth in the Warrant
Agreement, cause a Redemption of the outstanding Warrants which form a part of
this Security. In connection therewith, the Company will, as described in the
Trust Agreement, cause a Remarketing of all Preferred Securities, as set forth
in the Trust Agreement, the Indenture, as applicable, and the Remarketing
Agreement, which form a part of this Security.

         In no event may a Holder pay the Exercise Price of a Warrant by
tendering a Preferred Security. In accordance with the terms of the Trust
Agreement and the Unit Agreement, the Holder of this Unit may pay the Exercise
Price for the shares of Common Stock pursuant to each Warrant constituting a
part of this Unit by applying the proceeds of a Remarketing of the related
Preferred Securities.

         A Holder of a Unit who does not affirmatively elect not to participate
in a Remarketing on or prior to 5:00 p.m., New York City time on the Business
Day immediately preceding the Remarketing Date, will be deemed to have consented
to participation in such Remarketing. A Holder of a Unit who does not
affirmatively elect on or prior to 5:00 p.m., New York City time, on the
Business Day preceding a Remarketing Date to exercise the Warrants related to
such Unit will be deemed to have consented to a Redemption of such Warrants on
the Remarketing Settlement Date, The Remarketing Agent will use commercially
reasonable efforts to remarket the related Preferred Securities pursuant to the
terms of the Trust Agreement, the Indenture, as applicable, and the Remarketing
Agreement.

         A Holder may exercise the Warrants which form a part of the Units
evidenced by this Certificate at any time upon compliance with the procedures
specified in the Warrant Agreement. A Holder of a Unit evidenced by this
Certificate who elects to exercise Warrants prior to the Remarketing Settlement
Date shall have the right to require the Trust to exchange the related Preferred
Securities for Debentures having an Accreted Value equal to the Accreted Value
of

                                      A-4
<PAGE>

such Preferred Securities and to require the Company to repurchase such
Debentures on the next Required Repurchase Date which is no less than 93 days
after the applicable exercise date.

         Upon receipt of notice of any meeting at which holders of Preferred
Securities, Debentures or Warrants are entitled to vote or upon the solicitation
of consents, waivers or proxies of holders of Preferred Securities, Debentures
or Warrants, the Agent shall, as soon as practicable thereafter, mail to the
Holders of Units a notice (a) containing such information as is contained in the
notice or solicitation, (b) stating that each Holder of Units on the record date
set by the Agent therefor (which, to the extent possible, shall be the same date
as the record date for determining the holders of Preferred Securities,
Debentures or Warrants entitled to vote) shall be entitled to instruct the Agent
as to the exercise of the voting rights pertaining to the Preferred Securities,
Debentures or Warrants underlying their Units and (c) stating the manner in
which such instructions may be given. Upon the written request of the Holders of
Units on such record date, received by the Agent at least 10 Business Days prior
to such meeting, the Agent shall endeavor insofar as practicable to vote or
cause to be voted, in accordance with the instructions set forth in such
requests, the maximum number of Preferred Securities, Debentures or Warrants as
to which any particular voting instructions are received. In the absence of
specific instructions from the Holder of a Unit, the Agent shall abstain from
voting the Preferred Security, Debenture or Warrant evidenced by such Unit.

         Upon the liquidation of the Trust, a principal amount at maturity of
the Debentures constituting the assets of the Trust and underlying the Preferred
Securities at maturity equal to the aggregate stated liquidation amount of the
Preferred Securities shall be delivered to the Agent in exchange for the
Preferred Securities. Thereafter, the Holders shall have such rights and
obligations with respect to the Debentures as the Holders had in respect of the
Preferred Securities and any reference herein to the Preferred Securities shall
be deemed to be a reference to the Debentures.

         The Certificates are issuable only in registered form and only in
denominations of a single Unit and any integral multiple thereof. The transfer
of any Certificate will be registered and Certificates may be exchanged as
provided in the Unit Agreement. The Registrar may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents permitted by
the Unit Agreement. No service charge shall be required for any such
registration of transfer or exchange, but the Company and the Agent may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith. A Unit shall be separable into its components,
and Units may be recreated as provided in the Unit Agreement; provided, however,
this Certificate shall not represent more than (*) Units. All such adjustments
to the equivalent aggregate principal amount at maturity of this Certificate
shall be duly recorded by placing an appropriate notation on the Schedule
attached hereto.

         The Holder of this Certificate, by its acceptance hereof, expressly
withholds any consent to the assumption (i.e., affirmance) of the Warrant
Agreement or the Warrants by the Company or its trustee in the event that the
Company becomes the subject of a case under the Bankruptcy Code.


--------
* Insert as appropriate for number of Units initially issued.

<PAGE>

         The Holder of this Certificate, by its acceptance hereof, expressly
agrees to be bound by the terms and provisions of the Unit Agreement, the
Warrant Agreement and the Trust Agreement.

         Subject to certain exceptions, the provisions of the Unit Agreement may
be amended with the consent of the Holders of a majority in number of the Units.

         The Company, the Trust, the Agent and its Affiliates and any agent of
the Company or the Agent may treat the Person in whose name this Certificate is
registered as the owner of the Security evidenced hereby for the purpose of
receiving payments of distributions payable quarterly on the Preferred
Securities and for all other purposes whatsoever, whether or not any payments in
respect thereof be overdue and notwithstanding any notice to the contrary, and
neither the Company, the Agent nor any such agent shall be affected by notice to
the contrary.

         The Warrants shall not, prior to the exercise thereof, entitle the
Holder to any of the rights of a holder of shares of Common Stock.

         A copy of each of the Operative Documents is available for inspection
at the offices of the Agent.

         This Unit shall be governed by, and construed in accordance with, the
laws of the State of New York. Without limiting the foregoing, (i) matters
pertaining to the Preferred Securities governed by the Trust Agreement shall be
governed by and construed in accordance with the laws of Delaware and (ii) the
validity of the Warrant Shares shall to the extent provided in the Warrant
Agreement be governed by and construed in accordance with Missouri law.

         No representation is made as to the correctness of the CUSIP numbers
either as printed on the Securities or as contained in any notice of a
Redemption. Reliance may be placed only on the other identification numbers
printed on the Securities, and any such Redemption shall not be affected by any
defect in or omission of such numbers.


                                      A-6
<PAGE>

                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -                  as tenants in common
UNIF GIFT MIN ACT -        ---------------------Custodian---------------------
                           (cust)                                       (minor)

                           Under Uniform Gifts to Minors Act of _______

                           ____________________________________________

TEN ENT -                  as tenants by the entireties
JT TEN -                   as joint tenants with right of survivorship and not
                           as tenants in common

Additional abbreviations may also be used though not in the above list.

                            -------------------------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

         (Please insert Social Security or Taxpayer I.D. or other Identifying
Number of Assignee) __________________________________________________________
______________________________________________________________________________
______________________________________________________________________________


          (Please Print or Type Name and Address Including Postal Zip
Code of Assignee) the within Certificates and all rights thereunder, hereby
irrevocably constituting and appointing __ attorney to transfer said
Certificates on the books of [____________] with full power of substitution in
the premises.

Dated: ___________________           __________________________________________
                                     Signature

                                     NOTICE: The signature to this
                                     assignment must correspond with
                                     the name as it appears upon the
                                     face of the within Certificates in
                                     every particular, without
                                     alteration or enlargement or any
                                     change whatsoever.


 Signature Guarantee: ___________________________________

                                      A-7
<PAGE>


                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

          SCHEDULE OF INCREASES OR DECREASES IN GLOBAL UNIT CERTIFICATE

    This Global Unit Certificate shall represent _________ Securities unless
                           otherwise indicated below.

      The following increases or decreases in this Global Unit Certificate
                                have been made:

<TABLE>
<CAPTION>

                          Amount of decrease     Amount of increase   Number of Securities
                             in Number of           in Number of        evidenced by this
                         Securities evidenced   Securities evidenced        Global Unit
                                by the                 by the               Certificate           Signature of
                              Global Unit            Global Unit          following such       authorized officer
         Date                 Certificate            Certificate       decrease or increase         of Agent
----------------------   --------------------   --------------------  ---------------------    ------------------
<S>                        <C>                   <C>                     <C>                     <C>



</TABLE>
























                                      A-8
<PAGE>


                    [FORM OF PREFERRED SECURITY CERTIFICATE]

[THIS PREFERRED SECURITY IS A GLOBAL PREFERRED SECURITY CERTIFICATE WITHIN THE
MEANING OF THE TRUST AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "CLEARING
AGENCY"), OR A NOMINEE OF THE CLEARING AGENCY. THIS PREFERRED SECURITY IS
EXCHANGEABLE FOR PREFERRED SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER
THAN THE CLEARING AGENCY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE TRUST AGREEMENT, AND NO TRANSFER OF THIS PREFERRED SECURITY
(OTHER THAN A TRANSFER OF THIS PREFERRED SECURITY AS A WHOLE BY THE CLEARING
AGENCY TO A NOMINEE OF THE CLEARING AGENCY OR BY A NOMINEE OF THE CLEARING
AGENCY TO THE CLEARING AGENCY OR ANOTHER NOMINEE OF THE CLEARING AGENCY) MAY BE
REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
CLEARING AGENCY TO RGA CAPITAL TRUST I OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE CLEARING AGENCY (AND ANY PAYMENT HEREON IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE CLEARING AGENCY), AND EXCEPT AS OTHERWISE PROVIDED IN THE TRUST AGREEMENT,
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.](1)



                   CERTIFICATE EVIDENCING PREFERRED SECURITIES

                                       OF

                               RGA CAPITAL TRUST I

                   5.75% CUMULATIVE TRUST PREFERRED SECURITIES

                      (LIQUIDATION AMOUNT $50 PER SECURITY)

CERTIFICATE NO.: ____________      NUMBER OF PREFERRED SECURITIES ______________

                                                            CUSIP NO.:__________

                  RGA CAPITAL TRUST I, a statutory business trust created under
the laws of the State of Delaware (the "Trust"), hereby certifies that
_______________ (the "Holder") is the registered owner of _________ Preferred
Securities, [as increased or decreased as provided for in


----------
(1)  Insert in Global Preferred Securities only.

                                      A-1

<PAGE>

Schedule A hereto](*) of the Trust representing undivided beneficial ownership
interests in the assets of the Trust, which are designated the "Preferred
Securities," Liquidation Amount $50 per Preferred Security (the "Preferred
Securities"). The Preferred Securities are transferable on the books and records
of the Trust, in person or by a duly authorized attorney, upon surrender of this
certificate duly endorsed and in proper form for transfer as provided in the
Trust Agreement. The designations, rights, privileges, restrictions, preferences
and other terms and provisions of the Preferred Securities represented hereby
are issued pursuant to, and shall in all respects be subject to, the provisions
of the Amended and Restated Trust Agreement of the Trust, dated as of December
18, 2001 (as the same may be amended from time to time, the "Trust Agreement"),
among Reinsurance Group of America, Incorporated, as Depositor, Jack B. Lay, A.
Greig Woodring and Todd C. Larson, as Administrative Trustees, The Bank of New
York, as Property Trustee, and The Bank of New York (Delaware), as Delaware
Trustee. Capitalized terms used but not defined herein shall have the meaning
given them in the Trust Agreement. The Holder is entitled to the benefits of the
Guarantee Agreement, dated as of December 18, 2001, between Reinsurance Group of
America, Incorporated, as Guarantor, and The Bank of New York, as Guarantee
Trustee, in respect of the Preferred Securities and the Common Securities. The
Depositor will provide a copy of the Trust Agreement, the Guarantee Agreement
and the Indenture (including any supplemental indenture) to a Holder without
charge upon written request to the Depositor at its principal place of business.

                  Upon receipt of this certificate, the Holder is bound by the
Trust Agreement, Indenture and Guarantee and Indenture and is entitled to the
benefits thereunder.

                  By acceptance, the Holder agrees to treat the Unit as an
investment unit consisting of a Preferred Security and a Warrant, and to
allocate the purchase price as set forth in the Unit Agreement.

                  By acceptance, the Holder agrees to treat, for United States
federal income tax purposes, the Debentures as indebtedness and the Preferred
Securities as evidence of undivided beneficial ownership interests in the
Debentures.

----------
(*)  Insert for a Global Preferred Security Certificate.

                                      A-2
<PAGE>


                  IN WITNESS WHEREOF, the Trust has executed this certificate
this _____ day of December, 2001.

                                    RGA CAPITAL TRUST I


                                    By:______________________________________
                                         Name:
                                         Administrative Trustee


                  PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  This is one of the 5.75% Cumulative Trust Preferred Securities
referred to in the within-mentioned Amendment.

                  Dated:  December __, 2001

                                    THE BANK OF NEW YORK,
                                    as Property Trustee


                                    By:______________________________________
                                         Authorized Signatory



                                      A-3
<PAGE>


                                   ASSIGNMENT



FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred
Security Certificate to:


--------------------------------------------------------------------------------
        (Insert assignee's social security or tax identification number)


--------------------------------------------------------------------------------
                    (Insert address and zip code of assignee)

and irrevocably appoints _________________________ agent to transfer this
Preferred Security Certificate on the books and records of the Trust. The agent
may substitute another to act for him.



Date:
      --------------------------------------



Signature:
           ---------------------------------
(Sign exactly as your name appears on the Preferred Security Certificate)

Signature Guarantee(*):











---------
(*) Signature must be guaranteed by an "eligible guarantor institution" that is
a bank, stockbroker, savings and loan association or credit union meeting the
requirements of the Registrar, which requirements include membership or
participation in the Securities Transfer Agents Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.


                                      A-4
<PAGE>


                  [FOR A GLOBAL PREFERRED SECURITY CERTIFICATE]

                      SCHEDULE OF INCREASES OR DECREASES IN
                            GLOBAL PREFERRED SECURITY



                  This Global Preferred Security shall represent __ Preferred
Securities unless otherwise indicated below.

                  The following increases or decreases in this Global Preferred
Security have been made:

<TABLE>
<CAPTION>

=================================================================================================================
                                                                       Number of Preferred
                          Amount of decrease     Amount of increase    Securities evidenced
                             in Number of           in Number of              by this
                         Preferred Securities   Preferred Securities     Global Preferred
                           evidenced by this      evidenced by this     Security following        Signature of
                           Global Preferred       Global Preferred             such            authorized officer
         Date                  Security               Security         decrease or increase         of Agent
------------------------ --------------------   --------------------  ---------------------    ------------------
<S>                        <C>                    <C>                   <C>                    <C>

-----------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------

=================================================================================================================
</TABLE>




<PAGE>






                          [FORM OF WARRANT CERTIFICATE]

THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE UNIT
AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"), OR A
NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE WARRANT AGREEMENT AND NO TRANSFER
OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN
LIMITED CIRCUMSTANCES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS GIVEN TO IT IN THE
WARRANT AGREEMENT REFERRED TO HEREIN.

                      WARRANTS TO PURCHASE COMMON STOCK OF
                   REINSURANCE GROUP OF AMERICA, INCORPORATED



NO.: ________                                     CERTIFICATE FOR _____ WARRANTS
CUSIP NO.  ____________      NUMBER OF WARRANTS GIVEN TO IT ON SCHEDULE A HERETO

         THIS CERTIFIES THAT __________, or its registered assigns, is the
registered holder of the number of Warrants given to it above (the "WARRANTS")
[as increased or decreased as


<PAGE>

provided for in Schedule A hereto](*). Each Warrant entitles the holder thereof
(the "HOLDER"), at its option and subject to the provisions contained herein and
in the Warrant Agreement referred to below, to purchase from Reinsurance Group
of America, Incorporated, a Missouri corporation (the "COMPANY"), 1.2508 shares
(subject to certain adjustments as given to it in the Warrant Agreement) of
common stock of the Company (the "COMMON STOCK") at the Exercise Price. This
Warrant Certificate shall terminate and become void, and the related Warrants
shall expire, as of 5:00 p.m., New York City time, on December 15, 2050 (the
"EXPIRATION DATE"), if not earlier redeemed by the Company pursuant to the terms
of the Warrant Agreement, as described below or upon the earlier exercise hereof
as to all the shares of Common Stock subject hereto. The number of shares
issuable upon exercise of the Warrants shall be subject to adjustment from time
to time as given to it in the Warrant Agreement.

         This Warrant Certificate is issued under and in accordance with a
Warrant Agreement dated as of December 18, 2001 (the "WARRANT AGREEMENT"),
between the Company and The Bank of New York, as warrant agent (the "WARRANT
AGENT," which term includes any successor Warrant Agent under the Warrant
Agreement), and is subject to the terms and provisions contained in the Warrant
Agreement, to all of which terms and provisions the Holder of this Warrant
Certificate consents by acceptance hereof. The Warrant Agreement is hereby
incorporated herein by reference and made a part hereof. Reference is hereby
made to the Warrant Agreement for a full statement of the respective rights,
limitations of rights, duties and obligations of the Company, the Warrant Agent
and the Holders of the Warrants. Capitalized terms used but not defined herein
shall have the meanings given to it in the Warrant Agreement. A copy of the
Warrant Agreement may be obtained for inspection by the Holder hereof upon
written request to the Warrant Agent at its address for notices specified in the
Warrant Agreement.

         Subject to redemption as described below, the Holder of this Warrant
Certificate shall have the right, prior to the Expiration Date, at such Holder's
option, to exercise the related Warrant and purchase the Exercise Amount
(subject to certain adjustments given to it in the Warrant Agreement) of Common
Stock at the Exercise Price, provided that the Exercise Conditions are met as of
such date. If the Warrant evidenced by this Warrant Certificate is not exercised
at or before 5:00 p.m., New York City time, on its Expiration Date, such Warrant
shall become void, and all rights of the Holder of this Warrant Certificate
hereunder and under the Warrant Agreement shall cease. The Warrant or Warrants
evidenced by this Warrant Certificate may be exercised by giving notice to the
Warrant Agent no later than 5:00 p.m., New York City time, on the Business Day
preceding the proposed date of exercise of such Warrants, separating the Warrant
from the Unit, if part of such Unit, and completing the form of election to
purchase given to it on the reverse hereof and otherwise complying with the
Applicable Procedures, and delivering the same, together with this Warrant
Certificate (if this Warrant Certificate shall then be held in definitive form),
to the Warrant Agent no later than 5:00 p.m., New York City time, on the date of
such exercise, together with a Cash Payment (unless, in accordance with the
Warrant Agreement, a Remarketing Payment is to be made). In no event may a
Holder satisfy its obligation to pay the Exercise Price by tendering Preferred
Securities.



----------
(*)  Insert for a Global Warrant Certificate.

<PAGE>

         On the date of exercise of the Warrant or Warrants evidenced by this
Warrant Certificate, the Company shall issue, and the Warrant Agent shall
deliver, to or upon the order of the Holder hereof, the Exercise Amount of
Common Stock to which such Holder is entitled, registered in such name or names
as may be directed by such Holder. The date on which this Warrant Certificate
and payment are received by the Warrant Agent shall be deemed to be the date on
which the related Warrant is exercised and the related Common Stock is issued.

         Notwithstanding anything to the contrary in this Warrant Certificate or
in the Warrant Agreement, (i) no fractional shares of Common Stock shall be
issued by the Company upon the exercise of any Warrant, (ii) if more than one
Warrant shall be exercised at the same time by the same Holder, the number of
shares of Warrant Shares issuable in connection with such exercise shall be
computed on the basis of the aggregate Exercise Amount of the Warrants so
exercised, and (iii) on the date a Holder exercises such Holder's Warrant, the
Company shall pay such Holder an amount in cash equal to the then-current Market
Price (multiplied by the related fraction) of Common Stock for such fractional
shares, computed to the nearest whole cent.

         If fewer than all of the Warrants evidenced by this Warrant Certificate
are exercised, the Company shall execute, and an authorized officer of the
Warrant Agent shall countersign and deliver, a new Warrant Certificate
evidencing the number of Warrants remaining unexercised.

         The "EXERCISE CONDITIONS" require that, with respect to any Warrant on
any date on which such Warrant is or is proposed to be exercised by the Holder
thereof:

                  (a) the Company shall have a registration statement in effect
under the Securities Act covering the issuance and sale of the related Exercise
Amount of Common Stock upon exercise of such Warrant or the issuance and sale
(and resale) of the related Exercise Amount of Common Stock upon exercise of
such Warrant is exempt from the registration requirements of the Securities Act;

                  (b) such shares of Common Stock have been registered,
qualified or are deemed to be exempt under applicable state securities laws; and

                  (c) to the extent required by applicable law, a then current
prospectus relating to the Common Stock shall be delivered to such exercising
Holder.

         As provided in the Warrant Agreement, the number of shares of Warrant
Shares issuable upon the exercise of the Warrants is subject to an anti-dilution
adjustment upon the happening of certain events. The Warrant Agreement also
provides for certain adjustments and/or distributions in the event of certain
events relating to a merger or combination of the Company, and similar events.

         Subject to satisfaction of the Redemption Conditions, the Company may
elect to cause a Redemption of the Warrants, and a contemporaneous remarketing
of the Preferred Securities, for cash or in its Common Stock or a combination
thereof, in an amount equal to the Warrant Redemption Amount, in accordance with
the Warrant Agreement, the Trust Agreement and the Unit Agreement.
<PAGE>

         A Holder may elect to exercise a Warrant in lieu of Redemption, if (A)
such Warrant is held as a component of a Unit, by notice given to the Warrant
Agent and the Unit Agent; or (B) such Warrant is not held as a component of a
Unit, by notice given to the Warrant Agent, in each case prior to 5:00 p.m., New
York City time, on the Business Day prior to the related Redemption Date. In the
absence of an election to exercise a Warrant in lieu of a Redemption, a Holder
will be deemed to have elected to have its Warrants redeemed on the Redemption
Date.

         If a Holder elects to exercise a Warrant pursuant to the preceding
paragraph, then such Holder must tender the Exercise Price for such Warrant as a
Cash Payment, and must follow certain procedures given to it in the Warrant
Agreement; provided, however, that if (i) such Warrant is, on the Remarketing
Date, held pursuant to the Unit Agreement, (ii) such Holder has not opted out of
participating in the Remarketing, and (iii) a Successful Remarketing shall have
occurred, then the Exercise Price of such Warrant will be paid by a Remarketing
Payment, and the Property Trustee will, in connection with such Remarketing
Payment, apply the proceeds of the Remarketing of the related Preferred Security
in accordance with the terms of the Remarketing Agreement and the Unit
Agreement.

         Any Warrant so redeemed or exercised will, upon such redemption or
exercise, cease to be outstanding.

         If a Redemption cannot occur because of an inability, following the
Company's best efforts, to satisfy the Redemption Conditions, the Company will
promptly notify the Warrant Agent and each Holder (at its address specified in
the Warrant Register) thereof. Such event will not constitute a default under
the Warrant Agreement so long as the Company is using its best efforts to
satisfy the Redemption Conditions and to otherwise comply with the provisions
thereof; and the Company may, under such circumstances, subsequently seek to
remarket the Preferred Securities and contemporaneously redeem the Warrants.

         The Warrants are subject to redemption, at the Holder's option, upon a
Change of Control as set forth in the Warrant Agreement.

         The Company may require payment of a sum sufficient to pay all taxes,
assessments or other governmental charges in connection with the transfer or
exchange of the Warrant Certificates pursuant to the Warrant Agreement, but not
for any exchange or original issuance (not involving a transfer) with respect to
temporary Warrant Certificates, the exercise of the Warrants or the issuance of
the Common Stock.

         This Warrant Certificate may be exchanged at the office of the Warrant
Agent by presenting this Warrant Certificate properly endorsed with a request to
exchange this Warrant Certificate for other Warrant Certificates evidencing an
equal number of Warrants, in accordance with the Warrant Agreement.

         All Warrant Shares, upon issuance, shall be duly and validly issued and
fully paid and non-assessable.

         The holder in whose name this Warrant Certificate is registered may be
deemed and treated by the Company and the Warrant Agent as the absolute owner of
this Warrant Certificate

<PAGE>

for all purposes whatsoever and neither the Company nor the Warrant Agent shall
be affected by notice to the contrary.

         Neither this Warrant Certificate, nor the Warrant evidenced hereby,
entitles the Holder hereof to any of the rights of a shareholder of the Company.



<PAGE>


         This Warrant Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned and authenticated by the Warrant
Agent.

                                   REINSURANCE GROUP OF AMERICA, INCORPORATED


                                   By:   ___________________________
                                         Name:
                                         Title:



DATED:

Authenticated and Countersigned:


__________________________________
THE BANK OF NEW YORK,
as Warrant Agent


By _______________________________
      Authorized Signatory



<PAGE>


                         REVERSE OF WARRANT CERTIFICATE

          FORM OF ELECTION TO EXERCISE WARRANT TO PURCHASE COMMON STOCK
                 (TO BE EXECUTED ONLY UPON EXERCISE OF WARRANTS)

                   REINSURANCE GROUP OF AMERICA, INCORPORATED

         The undersigned hereby irrevocably elects to exercise ___ Warrants at
an Exercise Price of $______ per Warrant to acquire the Exercise Amount (as
determined pursuant to the Warrant Agreement) per Warrant of Common Stock of
Reinsurance Group of America, Incorporated on the terms and conditions specified
within this Warrant Certificate and the Warrant Agreement therein referred to,
surrenders this Warrant Certificate and all right, title and interest therein
and directs that the shares of Common Stock deliverable upon such exercise be
registered or placed in the name and at the address specified below and
delivered thereto.

         The signature below must correspond with the name as written upon the
face of the within Warrant Certificate in every particular, without alteration
or enlargement or any change whatsoever, and must be guaranteed.

Dated: ____________, ____


                                   -------------------------------------
                                     (Signature of Holder)


                                   -------------------------------------
                                     (Street Address)


                                   -------------------------------------
                                     (City)        (State)    (Zip Code)


                                   Signature Guaranteed by:


                                   -------------------------------------
                                   (Signature must be
                                   guaranteed by an eligible
                                   guarantor institution
                                   (banks, stock brokers,
                                   savings and loan
                                   associations and credit
                                   unions) with membership in
                                   an approved guarantee
                                   medallion program pursuant
                                   to Securities Exchange
                                   Commission Rule 17Ad-5)

Common Stock to be issued to:

Please insert social security or identifying number:

                  Name:_______________________________________________________
<PAGE>


                  Street Address:____________________________________________

                  City, State and Zip Code:__________________________________

Any unexercised Warrants represented by the Warrant Certificate to be issued to:

                  Please insert social security or identifying number:

                  Name:______________________________________________________

                  Street Address:____________________________________________

                  City, State and Zip Code:__________________________________


<PAGE>




                 [TO BE ATTACHED TO GLOBAL WARRANT CERTIFICATES]

                                                                     SCHEDULE A

        SCHEDULE OF INCREASES OR DECREASES IN GLOBAL WARRANT CERTIFICATE

               This Global Certificate shall represent __ Warrants unless
otherwise indicated below.

         The following increases or decreases in this Global Warrant Certificate
have been made:


<TABLE>
<CAPTION>

                          Amount of decrease      Amount of increase     Number of Warrants
                             in Number of           in Number of         evidenced by the
                          Warrants evidenced      Warrants evidenced      Global Warrant
                                by the                 by the               Certificate           Signature of
                            Global Warrant         Global Warrant          following such       authorized officer
         Date                 Certificate            Certificate       decrease or increase         of Agent
----------------------   --------------------    --------------------  ---------------------    ------------------
<S>                         <C>                   <C>                   <C>                         <C>

</TABLE>





















<PAGE>



                                                                      EXHIBIT B



                        FORM OF ELECTION NOT TO REMARKET

THE BANK OF NEW YORK
101 Barclay Street Floor
21 West New York, New York 10286
Attention:  Corporate Trust Administration



         Re:      ________ Trust Preferred Income Equity Redeemable Securities
                 (PIERS) Units ("Securities") of Reinsurance Group of America,
                 Incorporated and RGA Capital Trust I
                                  --------------------
         The undersigned Holder hereby advises you that it has elected NOT to
participate in the Remarketing set forth below with respect to the corresponding
number of Preferred Securities that are a component of Securities of which the
undersigned is the beneficial owner:

         Remarketing Settlement Date:                      ___________________
         Number of Preferred Securities NOT to Remarket:   ___________________

         The notification to the Remarketing Agent to be sent by you on the
Business Day immediately preceding the above Remarketing Date shall NOT include
the aggregate number of Preferred Securities set forth above. Unless otherwise
defined herein, terms defined in the Unit Agreement dated ___________, 2001
among you, in your capacities as Agent, Warrant Agent and Property Trustee and
Reinsurance Group of America, Incorporated and the RGA Capital Trust I are used
herein as defined therein. This notice is being delivered pursuant to Section
5.1 of the Unit Agreement relating to the Securities.

Date: _______________________            _____________________________________
                                                       Signature

                                         Signature Guarantee:_________________

Please print name and address of
Registered Holder:



____________________________________     _____________________________________
Name                                     Social Security or other Taxpayer
                                         Identification Number, if any
Address:

____________________________________

____________________________________


                                      B-1
<PAGE>



                                      B-2
<PAGE>
                                                                      EXHIBIT C

                     NOTICE OF EXERCISING REMARKETING HOLDER

THE BANK OF NEW YORK
101 Barclay Street Floor
21 West New York, New York 10286
Attention:  Corporate Trust Administration

LEHMAN BROTHERS INC.
101 Hudson Street
Jersey City, New Jersey 07302
Attention:



         Re:     ________ Trust Preferred Income Equity Redeemable Securities
                 (PIERS) Units ("Securities") of Reinsurance Group of America,
                 Incorporated and RGA Capital Trust I
                                  -------------------


         Reference is made to Reinsurance Group of America, Incorporated's
Notice of Redemption dated ___, 20__ notifying Holders of the Securities of the
redemption of the Warrants on _____, 20__. This notice constitutes an election
by the undersigned NOT to have the Warrants identified below redeemed. The
undersigned hereby advises you of its election to exercise the following number
of Warrants which constitute component parts of Securities beneficially owned by
the undersigned:

         Number of Warrants to Be Exercised:  ______________________

         Unless otherwise defined herein, terms defined in the Unit Agreement
dated as of ____________, 2001 among you, in your capacity as Agent, Warrant
Agent and Property Trustee, Reinsurance Group of America, Incorporated and RGA
Capital Trust I are used herein as defined therein. This notice is being
delivered pursuant to Section 5.1 of the Unit Agreement.

Date: _______________________             ____________________________________
                                                       Signature

                                          Signature Guarantee:________________

                                      C-1
<PAGE>


Please print name and address of
Registered Holder:


____________________________________      ____________________________________
Name                                      Social Security or other Taxpayer
                                          Identification Number, if any
Address:

____________________________________

____________________________________



                                      C-2

<PAGE>



                                                                      EXHIBIT D

                NOTICE OF CHANGE OF CONTROL REMARKETING ELECTION

THE BANK OF NEW YORK
101 Barclay Street Floor
21 West New York, New York 10286
Attention:  Corporate Trust Administration



         Re:      _________ Trust Preferred Income Equity Redeemable Securities
                 (PIERS) Units ("SECURITIES") of Reinsurance Group of America,
                 Incorporated and RGA Capital Trust I
                                  -------------------

         Reference is made to the Reinsurance Group of America, Incorporated's
notice of a Change of Control dated ________, 20__. The undersigned hereby
advises you of its election to have the following number of Warrants which
constitute component parts of Securities beneficially owned by the undersigned
redeemed as aforesaid:

         Number of Warrants to Be Redeemed:   ______________________

         Unless otherwise defined herein, terms defined in the Unit Agreement
dated as of _____________, 2001 you, in your capacities as Warrant Agent and
Property Trustee, Reinsurance Group of America, Incorporated and RGA Capital
Trust I are used herein as defined therein. This notice is being delivered
pursuant to Section 5.3 of the Unit Agreement.

Date: _______________________            ____________________________________
                                                     Signature

                                         Signature Guarantee:________________

Please print name and address of
Registered Holder:

____________________________________     ____________________________________
Name                                     Social Security or other Taxpayer
                                         Identification Number, if any
Address:

____________________________________

____________________________________

                                      D-1
<PAGE>



                                                                      EXHIBIT E

               NOTICE OF CHANGE OF CONTROL EXCHANGE AND REPURCHASE

THE BANK OF NEW YORK
101 Barclay Street Floor
21 West New York, New York 10286
Attention:  Corporate Trust Administration



         Re:     __________Trust Preferred Income Equity Redeemable Securities
                 (PIERS) Units ("SECURITIES") of Reinsurance Group of America,
                 Incorporated and RGA Capital Trust I
                                  --------------------

         Reference is made to Reinsurance Group of America, Incorporated's
notice of a Change of Control dated ____, 20__. The undersigned Holder hereby
advises you that it has elected (i) to have the number of Preferred Securities
set forth below exchanged for an equivalent Accreted Value of Debentures and
(ii) to have such Debentures repurchased by Reinsurance Group of America,
Incorporated, or its successor, as provided in the Unit Agreement, the Trust
Agreement and the Indenture:

         Number of Preferred Securities to Exchange:   ______________________
         Number of Debentures to Repurchase:           ______________________

         Unless otherwise defined herein, terms defined in the Unit Agreement
dated as of ___________, 2001 with you, in your capacities as Warrant Agent and
Property Trustee, Reinsurance Group of America, Incorporated and RGA Capital
Trust I (the "UNIT AGREEMENT") are used herein as defined therein. This notice
is being delivered pursuant to Section 5.3 of the Unit Agreement.

Date: _______________________            ____________________________________
                                                       Signature

                                         Signature Guarantee:________________

Please print name and address of
Registered Holder:


____________________________________     ____________________________________
Name                                     Social Security or other Taxpayer
                                         Identification Number, if any
Address:

____________________________________

____________________________________


                                      E-1
<PAGE>



                                                                       EXHIBIT F

                                  FEE SCHEDULE

                                   [attached]



                                      F-1