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                                                                    EXHIBIT 4.12

                   REINSURANCE GROUP OF AMERICA, INCORPORATED

                               RGA CAPITAL TRUST I

                              REMARKETING AGREEMENT

                                                               December 18, 2001


Lehman Brothers Inc.
101 Hudson Street



Jersey City, New Jersey  07302

Ladies and Gentlemen:

     Reinsurance Group of America, Incorporated, a Missouri corporation (the
"COMPANY"), and RGA Capital Trust I, a Delaware statutory business trust (the
"TRUST"), issued and to sold to Lehman Brothers Inc. and Banc of America
Securities LLC (the "UNDERWRITERS") named in the Underwriting Agreement, dated
December 12, 2001 (the "UNDERWRITING AGREEMENT"), 4,500,000 Trust Preferred
Income Equity Redeemable Securities ("PIERS")(1) units (the "FIRM UNITS")
pursuant to a Unit Agreement (the "UNIT AGREEMENT") among the Company, the
Trust, The Bank of New York, as unit agent (in such capacity, the "UNIT AGENT"),
The Bank of New York, as warrant agent (in such capacity, the "WARRANT AGENT"),
and The Bank of New York, as property trustee (in such capacity, the "PROPERTY
TRUSTEE"). In addition, the Company and the Trust granted to the Underwriters an
option (the "OPTION") to purchase up to an additional 675,000 Units (the "OPTION
UNITS" and, together with the Firm Units, the "UNITS").

     Each Unit consists of a preferred security, liquidation preference $50 per
security, of the Trust (each, a "PREFERRED SECURITY") and a warrant (each, a
"WARRANT") of the Company to purchase at any time prior to the close of business
on December 15, 2050, shares (the "WARRANT SHARES") of common stock, par value
$0.01 per share, of the Company ("COMMON STOCK"), subject to antidilution
adjustments. Each Preferred Security represents an undivided beneficial
ownership interest in the assets of the Trust, which assets will consist solely
of the 5.75% Junior Subordinated Deferrable Interest Debentures due 2051 of the
Company (the "DEBENTURES"). Certain payments on the Preferred Securities and
Common Securities (the "TRUST SECURITIES") will be guaranteed (the "GUARANTEE")
by the Company pursuant to the Guarantee Agreement (the "GUARANTEE AGREEMENT")
dated as of the date hereof between the Company and The Bank of New York, as
guarantee trustee (in such capacity, the "GUARANTEE TRUSTEE").

     The Trust was formed on February 9, 2001 pursuant to a of trust agreement
dated as of February 8, 2001 (the "ORIGINAL TRUST AGREEMENT") executed by the
Company, as depositor, and The Bank of New York (Delaware), as Delaware trustee
(in such capacity, the "DELAWARE TRUSTEE"), and a certificate of trust dated as
of February 8, 2001 (the "TRUST CERTIFICATE") filed

--------
(1) "Preferred Income Equity Redeemable Securities(SM)" and "PIERS(SM)" are
service marks owned by Lehman Brothers Inc.

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                                                                               2


with the Secretary of State of the State of Delaware. The Trust will be governed
by, and the Preferred Securities will be issued under, the Original Trust
Agreement, as amended and restated by the Amended and Restated Trust Agreement
(the "AMENDED AND RESTATED TRUST AGREEMENT" and, together with the Original
Trust Agreement, the "TRUST AGREEMENT")) dated as of December 18, 2001, among
the Company, the Property Trustee, the Delaware Trustee and A. Greig Woodring,
Jack B. Lay and Todd C. Larson, as the initial administrative trustees (in such
capacities, the "ADMINISTRATIVE TRUSTEES") which will amend and restate the
Original Trust Agreement.

     The Trust will use the proceeds from the sale of the Trust Securities to
purchase the Debentures to be issued pursuant to the Indenture (the "ORIGINAL
INDENTURE"), as supplemented by a Supplemental Indenture (the "SUPPLEMENTAL
INDENTURE" and, together with the Original Indenture, as so supplemented, the
"INDENTURE"), in each case, dated as of the date hereof between the Company and
The Bank of New York, as indenture trustee (in such capacity, the "INDENTURE
TRUSTEE"). The Trust will, if and to the extent it receives the proceeds of a
payment on the Debentures, distribute to the holders of the Preferred Securities
all payments so received.

     The Company issued the Warrants pursuant to a Warrant Agreement dated as of
the date hereof (the "WARRANT AGREEMENT") between the Company and the Warrant
Agent.

     This Agreement, the Unit Agreement, the Trust Agreement, the Warrant
Agreement, the Guarantee Agreement and the Indenture are referred to herein
collectively as the "TRANSACTION AGREEMENTS" and this Agreement, the Unit
Agreement, the Trust Agreement and the Warrant Agreement are referred to herein
collectively as the "UNIT DOCUMENTS."

         The remarketing (the "REMARKETING") of the Preferred Securities is
provided for in the Trust Agreement and this Agreement and, if the Debentures
have been distributed to the holders of the Preferred Securities in exchange for
such Preferred Securities, pursuant to the Trust Agreement and the Indenture. As
used in this Agreement, the term "REMARKETING SECURITIES" means the Preferred
Securities or the Debentures, as applicable, subject to the Remarketing as
notified by the Property Trustee, the Unit Agent and the Indenture Trustee, as
applicable, on the third Business Day prior to the Remarketing Settlement Date;
and the term "REMARKETING PROCEDURES" means the procedures in connection with
the Remarketing of the Remarketing Securities described in the Trust Agreement,
the Indenture and this Agreement.

         Section 1. Appointment and Obligations of the Remarketing Agent. (a)
The Company and the Trust (together, the "ISSUERS") hereby appoint Lehman
Brothers Inc. as exclusive remarketing agent (the "REMARKETING AGENT"), and
Lehman Brothers Inc. hereby accepts appointment as Remarketing Agent, for the
purpose of (i) remarketing the Remarketing Securities on behalf of the holders
thereof and (ii) performing such other duties as are assigned to the Remarketing
Agent in the Remarketing Procedures, all in accordance with and pursuant to the
Remarketing Procedures.

          (b) The Remarketing Agent agrees to:

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               (i) use its commercially reasonable efforts to remarket the
          Remarketing Securities deemed tendered to the Remarketing Agent in the
          Remarketing pursuant to the Remarketing Procedures;

               (ii) notify the Issuers promptly of the Reset Rate; and

               (iii) carry out such other duties as are assigned to the
          Remarketing Agent in the Remarketing Procedures, all in accordance
          with the provisions of the Remarketing Procedures.

          (c) On the third Business Day immediately preceding the Remarketing
     Settlement Date (the "REMARKETING DATE"), the Remarketing Agent shall use
     its commercially reasonable efforts to remarket the Remarketing Securities,
     at a price equal to:

               (i) 100% of the aggregate Accreted Value thereof as of the end of
          the day on the day next preceding the Remarketing Settlement Date; or

               (ii) on the Maturity Remarketing Date, 100% of the stated
          liquidation amount of the Preferred Securities or the principal amount
          at maturity of the Debentures, as the case may be.

          (d) If, as a result of the efforts described in Section 1(b), the
     Remarketing Agent determines that it will be able to remarket all
     Remarketing Securities deemed tendered for purchase at the purchase price
     set forth in Section 1(c) prior to 4:00 p.m. (New York City time) on the
     Remarketing Date, the Remarketing Agent shall determine the Reset Rate,
     which shall be the rate per annum (rounded to the nearest one-thousandth
     (0.001) of one percent per annum) that the Remarketing Agent reasonably
     determines, in good faith after consultation with the Company, to be the
     lowest distribution rate or interest rate, as applicable, per annum that
     will enable it to remarket all Remarketing Securities deemed tendered for
     Remarketing. In the event of a Remarketing:

               (i) in connection with a Remarketing 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) in connection with a Remarketing upon a Trading Remarketing
          Event or a Legal Cause Remarketing Event, on the Remarketing
          Settlement Date, the rate of interest per annum on the Accreted Value
          of the Debentures shall become the Reset Rate on the Accreted Value of
          the Preferred Securities that is determined pursuant to 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
          of the Preferred Securities;

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               (iii) as of the Remarketing Settlement Date, interest accrued and
          unpaid on the Debentures (including any accrued and unpaid interest
          deferred during an Extension Period (as defined in the Indenture) and
          any accrued and unpaid Compounded Interest (as defined in the
          Indenture) 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 on the Special Record Date
          (as defined in the Indenture) and, as a result, Distributions
          accumulated and unpaid on the Preferred Securities from and including
          the immediately preceding Distribution Date to, but excluding, the
          Remarketing Settlement Date shall be payable to the Holders of the
          Preferred Securities on the Special Record Date (as defined in the
          Trust Agreement); and

               (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
          Date.

          (e) If none of the holders of Remarketing Securities elects to have
     Remarketing Securities remarketed in the Remarketing, the Remarketing Agent
     shall reasonably determine, in good faith after consultation with the
     Company, the distribution rate or interest rate, as applicable, that would
     have been established had a Remarketing been held on the Remarketing Date,
     and such rate shall be the Reset Rate, and the related modifications to the
     other terms of the Preferred Securities and to the terms of the Debentures
     and the Warrants shall be effective as of the Remarketing Date.

          (f) If, by 4:00 p.m. (New York City time) on the Remarketing Date, the
     Remarketing Agent is unable to remarket all Remarketing Securities deemed
     tendered for purchase, a failed Remarketing (a "FAILED REMARKETING") shall
     be deemed to have occurred, and the Remarketing Agent shall so advise by
     telephone (promptly confirmed in writing) The Depository Trust Company
     ("DTC"), the Property Trustee, the Debenture Trustee, the Administrative
     Trustees and the Company. In the event of a Failed Remarketing:

               (i) the Accreted Value of all outstanding 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
          Failed Remarketing Settlement Date, and (if applicable), 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 with respect to such Failed Remarketing;

               (ii) the rate of interest per annum on the Accreted Value of the
          Debentures shall become the Reset Rate, and (if applicable), as a
          result, the rate of Distribution per annum on the Accreted Value of
          the Preferred Securities shall become the Reset Rate;

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                                                                               5


               (iii) pursuant to the Indenture, the Company no longer shall have
          the option to defer payments of interest on the Debentures; and

               (iv) each holder which is a holder of record as of a Special
          Record Date, will receive accrued and unpaid distributions to, but
          excluding, the Remarketing Settlement Date.

          (g) By approximately 4:30 p.m. (New York City time) on the Remarketing
     Date, provided that there has not been a Failed Remarketing, the
     Remarketing Agent shall advise, by telephone (promptly confirmed in
     writing):

          (i) DTC, the Property Trustee, the Debenture Trustee and the Issuers
     of the Reset Rate determined in the Remarketing and the number of
     Remarketing Securities (or, if applicable, aggregate principal amount of
     Remarketing Securities) sold in the Remarketing,

          (ii) each purchaser (or their DTC participant) of the Reset Rate and
     the number of Remarketing Securities (or, if applicable, aggregate
     principal amount of Remarketing Securities) such purchaser is to purchase;
     and

          (iii) each purchaser to give instructions to its DTC participant to
     pay the purchase price on the Remarketing Settlement Date in same day funds
     against delivery of the Remarketing Securities purchased through the
     facilities of DTC.

         Section 2. Representations, Warranties and Agreements of the Issuers.
The Company and the Trust (as to itself and the Preferred Securities) represent,
warrant and agree (i) on and as of the date hereof (except to the extent
representations relate specifically to the date or date(s) referred to in
clauses (ii) and (iii) of this paragraph, (ii) on and as of the date of the
Prospectus (as defined in Section 2(a) below) is first distributed in connection
with the Remarketing (the "COMMENCEMENT DATE") and (iii) on and as of the
Remarketing Settlement Date, that:

          (a) Registration statements on Form S-3 (File No.'s 333-74104,
     333-74104-01 and 333-74104-02), which also constitute Post-Effective
     Amendment No. 2 to Registration Statement (File No.'s 333-55304,
     333-55304-01 and 333-55304-02) setting forth information with respect to
     the Company, the Trust and the Securities (as defined in the Unit
     Agreement) (i) have been prepared by the Company in conformity in all
     material respects with the requirements of the Securities Act of 1933, as
     amended, and the rules and regulations of the Securities and Exchange
     Commission (including any successor agency, the "COMMISSION") thereunder
     (collectively, the "SECURITIES ACT"), (ii) have been filed with the
     Commission under the Securities Act and (iii) have become effective under
     the Securities Act. A registration statement, if required to be filed in
     connection with the Remarketing, will also be prepared by the Issuers in
     conformity with the requirements of the Securities Act and filed with the
     Commission under the Securities Act. Copies of such Registration Statements
     and all exhibits thereto have been delivered or will be delivered by the
     Company to you. As used in this Agreement, "EFFECTIVE TIME" means the date
     and the time as of which each such Registration Statements (each, a
     "REGISTRATION STATEMENT"), or the most recent post-effective amendment
     thereto, if any, was,


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                                                                               6


     declared effective by the Commission, provided that, the term "Registration
     Statement" includes such Registration Statement, as amended as of the
     Effective Time, any registration statement, if required to be filed in
     connection with the remarketing the Issuers may prepare, in each case,
     including the documents incorporated, or deemed incorporated, by reference
     therein (the "INCORPORATED DOCUMENTS") and any subsequently filed
     registration statement of the Issuers relating to the Remarketing and all
     information contained in the final prospectus relating to the Remarketing
     Securities filed with the Commission pursuant to Rule 424(b) of the
     Securities Act and deemed to be a part of such registration statement as of
     the Effective Time pursuant to Rule 430A of the Securities Act; "EFFECTIVE
     DATE" means the date of the Effective Time; "PRELIMINARY PROSPECTUS" means
     each prospectus included in any such Registration Statement, or amendments
     thereof, before it became effective under the Securities Act and any
     prospectus and prospectus supplement filed with the Commission by the
     Company with the consent of the Remarketing Agent pursuant to Rule 424(a)
     of the Securities Act; and "PROSPECTUS" means the most recent prospectus
     and prospectus supplement relating to the Securities or Remarketing
     Securities in the form first used to confirm sales Securities of
     Remarketing Securities, as the case may be. Reference made herein to any
     Preliminary Prospectus or the Prospectus shall be deemed to refer to and
     include any documents incorporated by reference therein pursuant to Item 12
     of Form S-3 under the Securities Act, as of the date of such Preliminary
     Prospectus or the Prospectus, as the case may be, and any reference to any
     amendment or supplement to any Preliminary Prospectus or the Prospectus
     shall be deemed to refer to and include any document filed under the
     Securities Exchange Act of 1934, as amended, and the rules and regulations
     of the Commission thereunder (collectively, the "EXCHANGE ACT") after the
     date of such Preliminary Prospectus or the Prospectus, as the case may be,
     and incorporated by reference in such Preliminary Prospectus or the
     Prospectus, as the case may be; and any reference to any amendment to the
     Registration Statement shall be deemed to include any annual report of the
     Company filed with the Commission pursuant to Section 13(a) or 15(d) of the
     Exchange Act after the Effective Time that is incorporated by reference in
     the Registration Statement. The Commission has not issued any order
     preventing or suspending the use of any Preliminary Prospectus or any
     Registration Statement.

          (b) The conditions for use of Form S-3 (or any successor form), if
     applicable, as set forth in the General Instructions thereto, have been
     satisfied or waived.

          (c) The Registration Statement conforms or will conform, and the
     Prospectus and any further amendments or supplements to the Registration
     Statement or the Prospectus will, when they become effective or are filed
     with the Commission, as the case may be, conform or will conform in all
     material respects to the requirements of the Securities Act and the Trust
     Indenture Act of 1939, as amended, and the rules and regulations of the
     Commission thereunder (collectively, the "TRUST INDENTURE ACT"); the
     Registration Statement and any amendment thereto does not and will not, as
     of the applicable Effective Date, contain an untrue statement of a material
     fact or omit to state a material fact required to be stated therein or
     necessary to make the statements therein not misleading, and the Prospectus
     and any Remarketing Material does not and will not, as of the date hereof,
     the Commencement Date and the Remarketing Settlement Date, contain an
     untrue statement of a material fact or omit to state a material fact
     required to be stated therein or necessary to make the statements therein,
     in light of the circumstances under which they were made, not misleading;
     provided that, the Company makes no representation or warranty as to
     information contained in or omitted from the Registration Statement, the


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                                                                               7


     Prospectus or any Remarketing Material in reliance upon and in conformity
     with written information furnished to the Company by the Remarketing Agent
     specifically for inclusion therein as provided in Section 8(e). The
     Incorporated Documents, when they were filed with the Commission, as the
     case may be, conformed in all material respects to the requirements of the
     Securities Act and the Exchange Act, as applicable; and none of the
     Incorporated Documents, when such documents were filed with the Commission,
     contained any untrue statement of a material fact or omitted to state any
     material fact required to be stated therein or necessary to make the
     statements therein, in light of the circumstances under which they were
     made, not misleading; and any further documents so filed and incorporated
     by reference in the Prospectus, when such documents are filed with
     Commission will conform in all material respects to the requirements of the
     Exchange Act and will not contain any untrue statement of a material fact
     or omit to state any material fact required to be stated therein or
     necessary to make the statements therein, in light of the circumstances in
     which they were made, not misleading.

          (d) No relationship, direct or indirect, exists between or among the
     Company on the one hand, and the directors, officers, shareholders,
     customers or suppliers of the Company on the other hand, which is required
     to be described in the Prospectus which is not so described.

          (e) There are no contracts, agreements or other documents which are
     required to be described in the Prospectus or filed as exhibits to the
     Registration Statement or the Incorporated Documents by the Securities Act
     or the Exchange Act, as the case may be, which have not been described in
     the Prospectus or filed as exhibits to the Registration Statement or the
     Incorporated Documents.

          (f) Except as set forth in or contemplated by the Prospectus, neither
     the Company nor any of its subsidiaries has sustained, since the date of
     the latest audited financial statements included or incorporated by
     reference in the Prospectus, any material loss or interference with its
     business from fire, explosion, flood or other calamity, whether or not
     covered by insurance, or from any labor dispute or court or governmental
     action, order or decree (a "MATERIAL LOSS"); since such date, there has not
     been any material adverse change in the capital stock, short-term debt or
     long-term debt of the Company or any of its subsidiaries or any material
     adverse change, or any development involving a prospective material adverse
     change, in or affecting the general affairs, management, consolidated
     financial position, shareholders' equity, results of operations, business
     or prospects of the Company and its subsidiaries (a "MATERIAL ADVERSE
     CHANGE"); and subsequent to the respective dates as of which information is
     given in the Prospectus and up to the Remarketing Settlement Date, except
     as set forth in the Prospectus, (i) neither the Company nor any of its
     subsidiaries has incurred any liabilities or obligations outside the
     ordinary course of business, direct or contingent, which are material to
     the Company and its subsidiaries taken as a whole, nor entered into any
     material transaction not in the ordinary course of business and (ii) there
     have not been dividends or distributions of any kind declared, paid or made
     by Company on any class of its capital stock, except for regularly
     scheduled dividends.

          (g) Each of the Company and each of its "significant subsidiaries" (as
     defined under Rule 405 of the Securities Act (the "SIGNIFICANT
     SUBSIDIARIES")), has been duly organized, is validly existing as a
     corporation in good standing under the laws of its respective jurisdiction
     of incorporation, has all requisite corporate power and authority to carry
     on its business as it is


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                                                                               8


     currently being conducted and in all material respects as described in the
     Prospectus and to own, lease and operate its properties, and, except as set
     forth in or contemplated by the Prospectus) is duly qualified and in good
     standing as a foreign corporation authorized to do business in each
     jurisdiction in which the nature of its business or its ownership or
     leasing of property requires such qualification, except where the failure
     to so register or qualify would not, reasonably be expected, singly or in
     the aggregate, to result in a material adverse effect on the properties,
     business, results of operations, conditions (financial or otherwise),
     affairs or prospects of the Company and its subsidiaries, taken as a whole,
     determined solely as of the date of this Agreement, the Commencement Date
     or the Remarketing Settlement Date, as applicable (a "MATERIAL ADVERSE
     EFFECT").

          (h) As of the date of this Agreement, the entities listed on Schedule
     2 of the Underwriting Agreement are the only subsidiaries, direct or
     indirect, of the Company, and the Company owns, directly or indirectly
     through other subsidiaries, the percentage indicated on such Schedule 2 of
     the outstanding capital stock or other securities evidencing equity
     ownership of such subsidiaries, free and clear of any security interest,
     claim, lien, limitation on voting rights or encumbrance; and all of such
     securities have been duly authorized, validly issued, are fully paid and
     nonassessable and were not issued in violation of any preemptive or similar
     rights. There are no outstanding subscriptions, preemptive or other rights,
     warrants, calls, commitments of sale or options to acquire, or instruments
     convertible into or exchangeable for, any such shares of capital stock or
     other equity interest of such subsidiaries.

          (i) Except as set forth in or contemplated by the Prospectus, neither
     the Company nor any of its subsidiaries is (i) in violation of its
     respective charter or bylaws, (ii) is in default in the performance of any
     bond, debenture, note, indenture, mortgage, deed of trust or other
     agreement or instrument to which it is a party or by which it is bound or
     to which any of its properties is subject or (iii) is in violation of any
     law, statute, rule, regulation, judgment or court decree applicable to the
     Company, any of its subsidiaries or their assets or properties, except in
     the case of clauses (ii) and (iii) for any such violation or default which
     does not or would not reasonably be expected to have a Material Adverse
     Effect.

          (j) Except as set forth in or contemplated by the Prospectus, if any
     catastrophic coverage arrangements are described in the Prospectus, such
     arrangements are in full force and effect as of the date hereof and all
     other retrocessional treaties and arrangements to which the Company or any
     of its Significant Subsidiaries is a party and which have not terminated or
     expired by their terms are in full force and effect, and none of the
     Company or any of its Significant Subsidiaries is in violation of or in
     default in the performance, observance or fulfillment of, any obligation,
     agreement, covenant or condition contained therein, except to the extent
     that any such violation or default would not reasonably be expected to have
     a Material Adverse Effect; neither the Company nor any of its Significant
     Subsidiaries has received any notice from any of the other parties to such
     treaties, contracts or agreements that such other party intends not to
     perform such treaty, contract or agreement that would reasonably be
     expected to have a Material Adverse Effect and, to the best knowledge of
     the Company, the Company has no reason to believe that any of the other
     parties to such treaties or arrangements will be unable to perform such
     treaty or arrangement in any respect that would reasonably be expected to
     have a Material Adverse Effect.

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                                                                               9


          (k) The execution, delivery and performance by the Company and the
     Trust of the Transaction Agreements, as the case may be, the issuance of
     the Unit Securities by the Company and the Trust, as applicable, the
     Remarketing of the Remarketing Securities by Company and the Trust, as
     applicable, and the consummation by the Company and the Trust, as
     applicable, of the transactions contemplated hereby and thereby did not and
     will not violate or constitute a breach of any of the terms or provisions
     of, or a default under (or an event that with notice or the lapse of time,
     or both, would constitute a default), or require consent under, or result
     in the imposition of a lien or encumbrance on any properties of the Company
     or any of its subsidiaries, or an acceleration of indebtedness pursuant to,
     (i) the charter or bylaws of the Company or any of its subsidiaries, (ii)
     any bond, debenture, note, indenture, mortgage, deed of trust or other
     agreement or instrument to which the Company or any of its subsidiaries is
     a party or by which any of them or their property is or may be bound, (iii)
     any statute, rule or regulation applicable to the Company, any of its
     subsidiaries or any of their assets or properties or (iv) any judgment,
     order or decree of any court or governmental agency or authority having
     jurisdiction over the Company, any of its subsidiaries or their assets or
     properties, other than in the case of clauses (ii) through (iv), any
     violation, breach, default, consent, imposition or acceleration that would
     not reasonably be expected to have a Material Adverse Effect and, except
     for such consents or waivers as may have been obtained by the Company or
     such consents or filings as may be required under the state or foreign
     securities or Blue Sky laws and regulations or as may be required by the
     National Association of Securities Dealers, Inc. (the "NASD"). Except as
     contemplated hereby, including the possible filing of one or more
     registration statements referred to in the proviso of Section 2(a) with the
     Commission and the declaration of such registration statement effective by
     the Commission, no consent, approval, authorization or order of, or filing,
     registration, qualification, license or permit of or with, any court or
     governmental agency, body or administrative agency was or is required, as
     applicable, for the execution, delivery and performance by the Company and
     the Trust of the Transaction Agreements, as applicable, the issuance of the
     Unit Securities by the Company and the Trust, as applicable, the
     Remarketing of the Remarketing Securities by the Company and the Trust, and
     the consummation by the Company and the Trust, as applicable, of the
     transactions contemplated hereby and thereby, except such as (i) would not
     reasonably be expected to have a Material Adverse Effect, (ii) would not
     prohibit or adversely affect the Remarketing of the Remarketing Securities
     and (iii) have been obtained and made under the Securities Act, state or
     foreign securities or Blue Sky laws and regulations or such as may be
     required by the NASD. Except as contemplated hereby, no consents or waivers
     from any other person were or are required, as applicable, for the
     execution, delivery and performance by the Company and the Trust of the
     Transaction Agreements, as applicable, the issuance of the Unit Securities
     by the Company and the Trust, as applicable, the Remarketing of the
     Remarketing Securities and the consummation by the Company of the
     transactions contemplated hereby and thereby, as applicable, other than
     such consents and waivers as (i) would not reasonably be expected to have a
     Material Adverse Effect, (ii) would not prohibit or adversely affect the
     Remarketing of the Remarketing Securities and (iii) have been obtained.

          (l) Except as set forth in or contemplated by the Prospectus, there is
     (i) no action, suit or proceeding before or by any court, arbitrator or
     governmental agency, body or official, domestic or foreign, now pending or
     threatened or contemplated to which the Company or any of its subsidiaries
     is or may be a party or to which the business or property of the Company or
     any of its subsidiaries is or may be subject, (ii) no statute, rule,
     regulation or order that has been


<PAGE>
                                                                              10


     enacted, adopted or issued by any governmental agency or that has been
     proposed by any governmental body and (iii) no injunction, restraining
     order or order of any nature by a federal or state court or foreign court
     of competent jurisdiction to which the Company or any of its subsidiaries
     is or may be subject issued that, in the case of clauses (i), (ii) and
     (iii) above, (x) would, singly or in the aggregate, reasonably be expected
     to result in a Material Adverse Effect, (y) would interfere with or
     adversely affect the issuance of any of the Securities or (z) in any manner
     draw into question the validity of any of the Transaction Agreements or the
     Remarketing of the Remarketing Securities.

          (m) As of the date of this Agreement, none of the employees of the
     Company and its subsidiaries is represented by a union and, to the best
     knowledge of the Company and its subsidiaries, no union organizing
     activities are taking place. Except as set forth in or contemplated by the
     Prospectus, neither the Company nor any of its subsidiaries has violated
     any federal, state or local law or foreign law relating to discrimination
     in hiring, promotion or pay of employees, nor any applicable wage or hour
     laws, nor any provision of the Employee Retirement Income Security Act of
     1974, as amended, and the rules and regulations thereunder (collectively,
     "ERISA"), or analogous foreign laws and regulations, which would reasonably
     be expected to result in a Material Adverse Effect.

          (n) Except as set forth in or contemplated by the Prospectus, each of
     the Company and its subsidiaries has (i) good and, in the case of real
     property, merchantable title to all of the properties and assets described
     in the Prospectus as owned by it, free and clear of all liens, charges,
     encumbrances and restrictions, except such as are described in the
     Prospectus, or as would not reasonably be expected to have a Material
     Adverse Effect, (ii) peaceful and undisturbed possession under all leases
     to which it is party as lessee, (iii) all material licenses, certificates,
     permits, authorizations, approvals, franchises and other rights from, and
     has made all declarations and filings with, all federal, state and local
     governmental authorities (including, without limitation, from the insurance
     regulatory agencies of the various jurisdictions where it conducts
     business) and all courts and other governmental tribunals (each, an
     "AUTHORIZATION") necessary to engage in the business currently conducted by
     it in the manner described in the Prospectus, except where failure to hold
     such Authorizations would not reasonably be expected to have a Material
     Adverse Effect, (iv) have fulfilled and performed all obligations necessary
     to maintain each authorization and (v) no knowledge of any threatened
     action, suit or proceeding or investigation that would reasonably be
     expected to result in the revocation, termination or suspension of any
     Authorization, the revocation, termination or suspension of which would
     reasonably be expected to have a Material Adverse Effect. Except as would
     not reasonably be expected to have a Material Adverse Effect or except as
     set forth in or contemplated by the Prospectus, all such Authorizations are
     valid and in full force and effect and the Company and its subsidiaries are
     in compliance in all material respects with the terms and conditions of all
     such Authorizations and with the rules and regulations of the regulatory
     authorities having jurisdiction with respect thereto. Except as set forth
     in or contemplated by the Prospectus, no insurance regulatory agency or
     body has issued any order or decree impairing, restricting or prohibiting
     the payment of dividends by any subsidiary of the Company to its parent,
     other than any such orders or decrees the issuance of which could not
     reasonably be expected to have a Material Adverse Effect. Except as would
     not have a Material Adverse Effect or except as set forth in or
     contemplated by the Prospectus, all leases to which the Company or any of
     its subsidiaries is a party are valid and binding and no default by the
     Company or any of its subsidiaries has occurred


<PAGE>
                                                                              11


     and is continuing thereunder, and, to the Company's knowledge, no material
     defaults by the landlord are existing under any such lease.

          (o) All tax returns required to be filed by the Company or any of its
     subsidiaries, in all jurisdictions, have been so filed. Except as set forth
     in or contemplated by the Prospectus, all taxes, including withholding
     taxes, penalties and interest, assessments, fees and other charges due or
     claimed to be due from such entities or that are due and payable have been
     paid, other than those being contested in good faith and for which adequate
     reserves have been provided or those currently payable without penalty or
     interest. Except as set forth in or contemplated by the Prospectus, the
     Company does not know of any material proposed additional tax assessments
     against it or any of its subsidiaries.

          (p) Neither the Company nor any of its subsidiaries is an "investment
     company" as defined, and subject to regulation, under the Investment
     Company Act of 1940, as amended, and the rules and regulations of the
     Commission thereunder (collectively, the "INVESTMENT COMPANY ACT"), or
     analogous foreign laws and regulations.

          (q) The authorized, issued and outstanding capital stock of the
     Company has been validly authorized and issued, is fully paid and
     nonassessable and was not issued in violation of or subject to any
     preemptive or similar rights; and such authorized capital stock conforms in
     all material respects to the description thereof set forth in the
     Prospectus. The Company had at September 30, 2001, an authorized and
     outstanding capitalization as set forth in the Prospectus and, except with
     respect to the Warrants or otherwise as expressly set forth in the
     Prospectus, there are no outstanding preemptive or other rights, warrants
     or options to acquire, or instruments convertible into or exchangeable for,
     any shares of capital stock or other equity interest in the Company or any
     of its subsidiaries, or any contract, commitment, agreement, understanding
     or arrangement of any kind relating to the issuance of any capital stock of
     the Company or any such subsidiary, any such convertible or exchangeable
     securities or any such rights, warrants or options. Except as set forth in
     or contemplated by the Prospectus, there has been no change in the
     authorized or outstanding capitalization of the Company since the date
     indicated in the Prospectus, except with respect to (i) changes occurring
     in the ordinary course of business and (ii) changes in outstanding Common
     Stock and options or rights to acquire Common Stock resulting from
     transactions relating to the Company's employee benefit, dividend
     reinvestment or stock purchase plans.

          (r) The Company and each of its subsidiaries maintains a system of
     internal accounting controls sufficient to provide reasonable assurance
     that: (i) transactions are executed in accordance with management's general
     or specific authorizations; (ii) transactions are recorded as necessary to
     permit preparation of financial statements in conformity with generally
     accepted accounting principles and to maintain accountability for assets;
     (iii) access to assets is permitted only in accordance with management's
     general or specific authorization and (iv) the recorded accountability for
     assets is compared with the existing assets at reasonable intervals and
     appropriate action is taken with respect thereto.

          (s) Except as set forth in or contemplated by the Prospectus, the
     Company and each of its subsidiaries maintains insurance covering their
     properties, personnel and business. Except as set forth in or contemplated
     by the Prospectus, such insurance insures against such


<PAGE>
                                                                              12


     losses and risks as are adequate in accordance with the Company's
     perception of customary industry practice to protect the Company and its
     subsidiaries and their businesses. Except as set forth in or contemplated
     by the Prospectus, neither the Company nor any of its subsidiaries have
     received notice from any insurer or agent of such insurer that substantial
     capital improvements or other expenditures will have to be made in order to
     continue such insurance. Except as set forth in or contemplated by the
     Prospectus, all such insurance is outstanding and duly in force on the date
     hereof and will be outstanding and duly in force on the Commencement Date
     and the Remarketing Settlement Date.

          (t) Neither the Company nor any agent thereof acting on the behalf of
     the Company has taken, and none of them will take, any action that might
     cause the execution, delivery and performance by the Company and the Trust
     of the Transaction Agreements, as applicable, the issuance of the Unit
     Securities by the Company and the Trust, as applicable, the Remarketing of
     the Remarketing Securities by the Company and the Trust, as applicable, and
     the consummation by the Company and the Trust, as applicable, of the
     transactions contemplated hereby and thereby to violate Regulation G (12
     C.F.R. Part 207), Regulation T (12 C.F.R. Part 220), Regulation U (12
     C.F.R. Part 221) or Regulation X (12 C.F.R. Part 224) of the Board of
     Governors of the Federal Reserve System.

          (u) Deloitte & Touche LLP ("DELOITTE & TOUCHE") and KPMG Peat Marwick
     LLP ("KPMG") (or any successor independent accountant) who have certified
     the financial statements and supporting schedules included or incorporated
     by reference in the Prospectus are independent accountants as required by
     the Securities Act. The consolidated historical statements together with
     the related schedules and notes fairly present, in all material respects,
     the consolidated financial condition and results of operations of the
     Company and its subsidiaries at the respective dates and for the respective
     periods indicated, in accordance with generally accepted accounting
     principles consistently applied throughout such periods, except as stated
     therein. Other financial and statistical information and data included or
     incorporated by reference in the Prospectus, historical and pro forma, are,
     in all material respects, accurately presented and prepared on a basis
     consistent with such financial statements, except as may otherwise be
     indicated therein, and the books and records of the Company and its
     subsidiaries.

          (v) The latest statutory annual statements of each of the Company's
     U.S. subsidiaries which is regulated as an insurance company (collectively,
     the "INSURANCE SUBSIDIARIES") and the statutory balance sheets and income
     statements included in such statutory annual statements together with
     related schedules and notes, have been prepared, in all material respects,
     in conformity with statutory accounting principles or practices required or
     permitted by the appropriate Insurance Department of the jurisdiction of
     domicile of each such subsidiary, and such statutory accounting practices
     have been applied on a consistent basis throughout the periods involved,
     except as may otherwise be indicated therein or in the notes thereto, and
     present fairly, in all material respects, the statutory financial position
     of the Insurance Subsidiaries as of the dates thereof, and the statutory
     basis results of operations of the Subsidiaries for the periods covered
     thereby.

          (w) Except as set forth in or contemplated by the Prospectus, the
     Company and the Insurance Subsidiaries have made no material changes in
     their insurance reserving practices


<PAGE>
                                                                              13


     since December 31, 2000, except where such change in such insurance
     reserving practices would not reasonably be expected to have a Material
     Adverse Effect.

          (x) Except as set forth in or contemplated by the Prospectus, the
     Company is not aware of any threatened or pending downgrading of RGA
     Reinsurance Company's then most recent rating or any other Significant
     Subsidiaries' most recent claims-paying ability rating from A.M. Best
     Company, Inc. or the then most recent financial strength rating from
     Standard & Poor's Rating Services, Inc. and Moody's Investor Services,
     respectively.

          (y) Except as described in the Prospectus, with respect to
     Metropolitan Life Insurance Company and General American Life Insurance
     Company (collectively, "METLIFE"), there are no contracts, agreements or
     understandings between the Company, any of the subsidiaries of the Company
     and any person granting such person the right to require the Company to
     file a registration statement under the Securities Act with respect to any
     securities of the Company owned or to be owned by such person and MetLife
     have executed agreements waiving their rights to require registration of
     any securities of the Company held by MetLife as a result of the
     transaction, contemplated hereby.

          (z) The Trust has been duly created and is validly existing as a
     statutory business trust in good standing under the Business Trust Act of
     the State of Delaware, 12 Del. C. ss. 3801 et seq. (the "DELAWARE BUSINESS
     TRUST ACT"), with the power and authority (trust and other) to own property
     and conduct its business as described in the Prospectus, and has conducted
     and will conduct no business other than the transactions contemplated by
     the Prospectus.

          (aa) Each of the Administrative Trustees is either an officer or
     employee of the Company or one of its subsidiaries and has been duly
     authorized by the Company or such subsidiary to serve in such capacity and
     to execute and deliver the Trust Agreement.

          (bb) The Trust is not a party to or bound by any agreement or
     instrument other than the Transaction Agreements to which it is a party and
     the agreements and instruments contemplated by the Trust Agreement and
     described in the Prospectus; the Trust has no liabilities or obligations
     other than those arising out of the transactions contemplated by the
     Transaction Agreements to which it is a party and described in the
     Prospectus; and the Trust is not a party to or subject to any action, suit
     or proceeding of any nature.

          (cc) Each of the Company and the Trust had or has, as applicable, all
     requisite corporate and trust power and authority, as applicable, to
     execute, issue and deliver the Transaction Agreements, to issue the Unit
     Securities and to cause the Remarketing of the Remarketing Securities and
     to perform its respective obligations thereunder; each Transaction
     Agreement to which the Company and the Trust is a party has been duly
     authorized by the Company or the Trust, as applicable, and each Transaction
     Agreement, when duly executed and delivered by the Company and the Trust,
     as applicable, and assuming due authorization, execution and delivery
     thereof by the other parties thereto, constitutes a valid and binding
     agreement of the Company and the Trust, as applicable, enforceable against
     the Company and the Trust, as applicable, in accordance with its terms,
     except (i) as such enforcement may be limited by bankruptcy, insolvency,
     reorganization, receivership, moratorium, fraudulent transfer or similar
     laws now or hereinafter in effect relating to or affecting creditors'
     rights generally and


<PAGE>
                                                                              14


     by general principles of equity, including, without limitation, concepts of
     reasonableness, materiality, good faith and fair dealing, (ii) that the
     remedies of specific performance and injunctive and other forms of
     equitable relief are subject to general equitable principles, whether such
     enforcement is sought at law or in equity, (iii) that such enforcement may
     be subject to the discretion of the court before which any proceedings
     therefore may be brought and (iv) with respect to the rights of
     indemnification and contribution under this Agreement and the Remarketing
     Agreement, which enforcement thereof may be limited by federal or state
     securities laws or the policies underlying such laws (such exceptions,
     collectively, the "STANDARD QUALIFICATIONS"). Each of the Transaction
     Agreements conforms in all material respects to the description thereof
     contained in the Prospectus. The Indenture, the Trust Agreement and the
     Guarantee Agreement shall have been qualified under the Trust Indenture
     Act; and the Indenture, the Trust Agreement and the Guarantee Agreement
     conform in all material respects to the requirements of the Trust Indenture
     Act.

          (dd) Each of the Company and the Trust has all requisite corporate and
     trust power and authority, as applicable, to cause the Remarketing to occur
     and to perform its obligations thereunder.

          (ee) The Preferred Securities have been duly authorized, executed and
     delivered by the Trust for issuance and sale pursuant to the Underwriting
     Agreement, the Unit Documents and the Trust Agreement and, assuming the
     Preferred Securities have been duly issued, authenticated and delivered
     pursuant to the provisions of this Agreement, the Unit Documents and the
     Trust Agreement against payment of the consideration thereof in accordance
     with this Agreement, the Preferred Securities are duly and validly issued,
     fully paid and nonassessable interests in the Trust.

          (ff) The Warrants have been duly authorized for issuance and sale by
     the Company pursuant to the Underwriting Agreement, the Unit Agreement, and
     the Warrant Agreement and, assuming the Warrants have been duly issued,
     countersigned and delivered pursuant to the provisions of this Agreement,
     the Unit Agreement and the Warrant Agreement against payment of the
     consideration therefor in accordance with this Agreement and the Warrant
     Agreement, the Warrants are valid and binding obligations of the Company,
     enforceable against the Company and entitled to the benefits of the Warrant
     Agreement, except for the Standard Qualifications.

          (gg) The Debentures have been duly authorized for issuance and sale by
     the Company pursuant to the Underwriting Agreement and the Indenture and,
     assuming the Debentures have been duly issued, authenticated and delivered
     pursuant to the provisions of this Agreement and the Indenture, against
     payment of the consideration therefor in accordance with this Agreement,
     the Debentures are valid and binding obligations of the Company,
     enforceable against the Company and entitled to the benefits of the
     Indenture, except for the Standard Qualifications.

          (hh) The Warrant Shares have been duly authorized and reserved for
     issuance by the Company upon exercise of the Warrants, and the Warrant
     Shares, assuming the Warrant Shares have been duly issued and delivered
     upon such exercise in accordance with the terms of the Warrant Agreement
     and, assuming payment for such Warrant Shares in the manner


<PAGE>
                                                                              15


     contemplated by the Unit Agreement and Warrant Agreement, are validly
     issued, free of preemptive rights, fully paid and nonassessable.

          (ii) Neither the Company, nor to its knowledge, any of its Affiliates
     (as defined in Regulation C of the Securities Act, an "AFFILIATE"), has
     taken, directly or indirectly, any action designed to cause or result in,
     or which has constituted or which might reasonably be expected to
     constitute, the stabilization or manipulation of the price of the
     Securities to facilitate the sale or resale of such securities.

          (jj) Except as set forth in or contemplated by the Prospectus, no
     event has occurred nor has any circumstance arisen which, had the
     Securities been issued on the date hereof, would constitute a default or an
     event of default under the Indenture, the Trust Agreement or the Guarantee
     Agreement.

          (kk) Each certificate signed by any officer of the Company and
     delivered to the Remarketing Agent or counsel for the Remarketing Agent
     shall be deemed to be a representation and warranty by the Company to the
     Remarketing Agent as to the matters covered thereby.

          (ll) Each of the Administrative Trustees is either an officer or
     employee of the Company or one of its subsidiaries and has been duly
     authorized by the Company or such subsidiary to serve in such capacity and
     to execute and deliver the Trust Agreement.

          (mm) As of Remarketing Settlement Date, no event has occurred nor has
     any circumstance arisen which, had the Debentures been issued on such date,
     would constitute a default or an Event of Default (as such term is defined
     in the Indenture).

     Section 3. [Reserved.]

     Section 4. Fees and Expenses. (a) For the performance of its services as
Remarketing Agent hereunder, the Company shall pay to the Remarketing Agent on
the Remarketing Settlement Date, by wire transfer to an account designated by
the Remarketing Agent, an amount equal to ______ on the day next preceding the
Remarketing Date successfully remarketed by the Remarketing Agent.

          (b) The Company agrees to pay:

               (i) the costs incident to the preparation and printing of the
          Prospectus and any amendments or supplements thereto;

               (ii) the costs of distributing the Prospectus and any amendments
          or supplements thereto;

               (iii) the fees and expenses of qualifying the Remarketing
          Securities under the securities laws of the several jurisdictions as
          provided in Section 5(d) and of preparing and distributing a Blue Sky
          Memorandum (including related fees and expenses of counsel to the
          Remarketing Agent);

<PAGE>
                                                                              16


               (iv) all other costs and expenses incident to the performance of
          the obligations of the Issuers hereunder; and

               (v) [the reasonable fees and expenses of one counsel to the
          Remarketing Agent in connection with their duties hereunder.]

     The Trust shall not be liable for any fees and expenses in this Section.

     Section 5. Further Agreements of the Company. The Company agrees to use its
reasonable best efforts:

          (a) To furnish promptly to the Remarketing Agent and to counsel to the
     Remarketing Agent, copies of the Prospectus (and all amendments and
     supplements thereto) in each case as soon as available and in such
     quantities as the Remarketing Agent reasonably requests for internal use
     and for distribution to prospective purchasers. The Company will pay the
     expenses of printing and distributing to the Remarketing Agent all such
     documents.

          (b) To deliver promptly to the Remarketing Agent in New York City such
     number of the following documents as the Remarketing Agent shall request:

               (i) the Prospectus and any amended or supplemented Prospectus;
          and

               (ii) any document incorporated by reference in the Prospectus
          (excluding exhibits thereto);

     and, if the delivery of a prospectus is required at any time in connection
     with the Remarketing and if at such time any event shall have occurred as a
     result of which the Prospectus as then amended or supplemented would
     include any untrue statement of a material fact or omit to state any
     material fact necessary in order to make the statements therein, in the
     light of the circumstances under which they were made when such Prospectus
     is delivered, not misleading, or if for any other reason it shall be
     necessary during such same period to amend or supplement the Prospectus or
     to file under the Exchange Act any document incorporated by reference in
     the Prospectus in order to comply with the Securities Act or the Exchange
     Act, to notify the Remarketing Agent and, upon its request, to file such
     document and to prepare and furnish without charge to the Remarketing Agent
     and to any dealer in securities as many copies as the Remarketing Agent may
     from time to time request of an amended or supplemented Prospectus which
     will correct such statement or omission or effect such compliance.

          (c) Promptly from time to time to take such action as the Remarketing
     Agent may reasonably request to qualify any of the Remarketing Securities
     for offering and sale under the securities laws of such jurisdictions
     within the United States as the Remarketing Agent may request (and such
     other jurisdictions as to which the Company and the Remarketing Agent
     mutually agree) and to comply with such laws so as to permit the
     continuance of sales and dealings therein in such jurisdictions for as long
     as may be necessary to complete the distribution of the Preferred
     Securities; provided that in


<PAGE>
                                                                              17


     connection therewith, neither the Company shall be required to qualify as a
     foreign corporation or to file a general consent to service of process in
     any jurisdiction.

     Section 6. Conditions to the Remarketing Agent's Obligations. The
obligations of the Remarketing Agent hereunder are subject to the accuracy, on
and as of the date when made, of the representations and warranties of the
Issuers contained herein, to the performance by the Issuers of their respective
obligations hereunder, and to each of the following additional terms and
conditions:

          (a) The Remarketing Agent shall not have discovered and disclosed to
     the Company prior to on or prior to the Remarketing Settlement Date that,
     in the opinion of Simpson Thacher & Bartlett, counsel to the Remarketing
     Agent, the Registration Statement or any amendment thereto, contained, as
     of the Commencement Date, an untrue statement of a material fact or omitted
     to state a material fact required to be stated therein or necessary to make
     the statements therein not misleading or that the Prospectus or any
     supplement thereto, contains and will contain, as of the date hereof and
     the Remarketing Settlement Date, an untrue statement of a material fact or
     omit to state a material fact required to be stated therein or necessary to
     make the statements therein, in light of the circumstances under which they
     were made, not misleading.

          (b) All corporate proceedings and other legal matters incident to the
     authorization, form and validity of the Registration Statement, the
     Preliminary Prospectus, the Prospectus, the Transaction Agreements, the
     Unit Securities, the Remarketing of the Remarketing Securities and all
     other legal matters relating to the Remarketing of the Remarketing
     Securities and the transactions contemplated hereby and thereby shall be
     reasonably satisfactory in all material respects to counsel to the
     Remarketing Agent.

          (c) Bryan Cave LLP or other, special counsel to the Company, shall
     have furnished to the Remarketing Agent its written opinion, addressed to
     the Remarketing Agent and dated such Remarketing Settlement Date to the
     Remarketing Agent, in form and substance reasonably satisfactory to the
     Remarketing Agent, substantially to the effect that:

               (ii) The Registration Statement was declared effective under the
          Securities Act, and each of the Indenture, the Trust Agreement and the
          Guarantee Agreement was qualified under the Trust Indenture Act as of
          the date and time specified in such opinion, the Prospectus was filed
          with the Commission pursuant to the subparagraph of Rule 424(b) of the
          Securities Act specified in such opinion on the date specified
          therein; and no stop order suspending the effectiveness of the
          Registration Statements has been issued and, to the knowledge of such
          counsel, no proceeding for that purpose is pending or threatened by
          the Commission.

               (iii) The Registration Statement and the Prospectus (excluding
          any documents incorporated by reference therein) and any further
          amendments or supplements thereto made by the Company prior to the
          Remarketing Settlement


<PAGE>
                                                                              18


          Date (other than the financial statements and notes thereto and
          related schedules and other financial, statistical and accounting data
          contained therein or omitted therefrom, as to which such counsel need
          express no opinion), when they were filed with the Commission complied
          as to form in all material respects with the requirements of the
          Securities Act, and the Indenture, the Trust Agreement and the
          Guarantee Agreement conform in all material respects to the
          requirements of the Trust Indenture Act.

               (iv) The Company has duly authorized, executed and delivered this
          Agreement.

               (v) The Unit Agreement has been duly authorized, executed and
          delivered by the Company and, assuming due authorization, execution
          and delivery by the other parties thereto, constitutes a valid and
          binding obligation of the Company and the Trust, enforceable against
          the Company and the Trust in accordance with its terms.

               (vi) The Warrant Agreement has been duly authorized by the
          Company and, assuming due authorization, execution and delivery by the
          Remarketing Agent and the Warrant Agent, constitutes a valid and
          binding obligation of the Company, enforceable against the Company in
          accordance with its terms.

               (vii) The Guarantee Agreement has been duly authorized, executed
          and delivered by the Company and, assuming due authorization,
          execution and delivery by the Guarantee Trustee, constitutes a valid
          and legally binding obligation of the Company, enforceable against the
          Company in accordance with its terms.

               (viii) Each of the Original Indenture and the Supplemental
          Indenture has been duly authorized, executed and delivered by the
          Company and, assuming due authorization, execution and delivery
          thereof by the Indenture Trustee, constitutes a valid and binding
          obligation of the Company, enforceable against the Company in
          accordance with its terms.

               (ix) The Remarketing Agreement has been duly authorized by the
          Company and, assuming due authorization, execution and delivery by the
          Remarketing Agent, constitutes a valid and binding obligation of the
          Company, enforceable against the Company in accordance with its terms.

               (x) The Units have been duly authorized, executed and issued by
          the Company and, assuming due authentication of the Units by the Trust
          and the Unit Agent and upon payment for and delivery of the Units in
          accordance with this Agreement and the other Unit Agreements, the
          Units will be valid and binding obligations of the Company and the
          Trust, enforceable against the Company and the Trust and entitled to
          the benefits of the Unit Agreement in accordance with their terms.

<PAGE>
                                                                              19


               (xi) The Warrants have been duly authorized, executed and issued
          by the Company and, assuming the Warrants are duly countersigned by
          the Warrant Agent, and upon payment for and delivery of the Warrants
          in accordance with this Agreement, the Unit Agreement and the Warrant
          Agreement, the Warrants are valid and binding obligations of the
          Company, enforceable against the Company and entitled to the benefits
          of the Unit Agreement and the Warrant Agreement in accordance with
          their terms.

               (xii) The Debentures have been duly authorized, executed and
          issued by the Company and, assuming due authentication of the
          Debentures by the Indenture Trustee, and upon payment for and delivery
          of the Debentures in accordance with the Trust Agreement and the
          Indenture, the Debentures are valid and binding obligations of the
          Company, enforceable against the Company and entitled to the benefits
          of the Indenture in accordance with their terms.

               (xiii) The Warrant Shares have been duly reserved for issuance by
          the Company, provided that such opinion may be based solely on the
          number of Warrant Shares issuable as of such Remarketing Settlement
          Date, without regard to the anti-dilution provisions of the Warrants,
          and, assuming any additional Warrant Shares which are issuable based
          on such anti-dilution provisions have been duly reserved for issuance
          by the Company, Warrant Shares, assuming the Warrant Shares have
          issued in accordance with the Warrant Agreement, are validly issued,
          fully paid and nonassessable, and the issuance of the Warrant Shares
          is not subject to any preemptive or similar rights.

               (xiv) The statements contained in the Prospectus under the
          captions "Description of the Units", "Description of the Warrants",
          "Description of the Preferred Securities", "Description of the
          Debentures", "Description of the Guarantee", "Relationship Among the
          Preferred Securities, The Debentures and The Guarantee" including in
          each case any statements referred to in the applicable section of the
          base prospectus included in the Prospectus, and "Description of the
          Capital Stock of RGA" (or comparable captions relating to the
          Remarketing Securities), insofar as such statements purport to
          summarize certain provisions of the Transaction Agreements and the
          Securities, as the case may be, constitute accurate summaries of the
          provisions described therein in all material respects and the
          Securities conform in all material respects to the summaries thereof
          in such sections.

               (xv) (a) Such opinion shall include a statement to the effect
          that such counsel confirms the opinions set forth in the Prospectus
          under the caption "Material United States Federal Tax Consequences,"
          if applicable, and (b) the statements set forth in the Prospectus
          under the caption "Material United States Federal Tax Consequences,"
          if applicable, insofar as they purport to constitute summaries of
          matters of United States federal income tax law and regulations or
          legal conclusions with respect thereto, constitute accurate summaries
          of the matters described therein in all material respects.

<PAGE>
                                                                              20


               (xvi) The execution and delivery by the Company and the Trust of
          the Transaction Agreements, as applicable, the issuance and sale of
          the Unit Securities by the Company and the Trust, as applicable, the
          compliance by the Company and the Trust with all of the provisions of
          the Transaction Agreements and the Remarketing of the Remarketed
          Securities by the Company and the Trust (other than compliance by the
          Company and the Trust with securities, corporation and trust laws, as
          applicable, in connection with any redemption of or exchange for the
          Warrants, as to which such counsel need not express any opinion), did
          or will not as applicable, conflict with or result in a breach or
          violation of any U.S. federal or Missouri statute, rule or regulation
          reasonably recognized by such counsel as applicable to transactions of
          this kind, or, to such counsel's knowledge, any order of any U.S.
          federal or Missouri court or governmental agency or body having
          jurisdiction over the Company or any of its subsidiaries or any of
          their properties or assets.

               (xvii) No consent, approval, authorization, order, license,
          registration or qualification of or with any U.S. federal or Missouri
          or governmental agency or body was or is required, as applicable, for
          the issuance and sale of the Unit Securities by the Company and the
          Trust, as applicable, the compliance by the Company and the Trust with
          all of the provisions of the Transaction Agreements and the
          Remarketing of the Remarketed Securities by the Company and the Trust
          (other than compliance by the Company and the Trust with securities,
          corporation and trust laws, as applicable, in connection with any
          redemption of or exchange for the Warrants, as to which such counsel
          need not express any opinion) except such consents, approvals,
          authorizations, orders, licenses, registrations or qualifications
          which have been obtained or made or as may be required under state
          securities or Blue Sky Laws in connection with the purchase and
          distribution of the Securities by the Remarketing Agent.

     The opinions described in paragraph numbers (iv) through (xi) above may be
subject to the effect of applicable bankruptcy, insolvency, fraudulent transfer,
reorganization, receivership, moratorium, arrangement and assignment for the
benefit of creditors laws, and other similar laws relating to or affecting the
rights and remedies of creditors generally. The opinions may also be subject to
the effect of general principles of equity, whether applied by a court of law or
equity, including, but not limited to, principles (i) governing the availability
of specific performance, injunctive relief or other equitable remedies, (ii)
affording equitable defenses (e.g., waiver, laches and estoppel) against a party
seeking enforcement, (iii) requiring good faith and fair dealing in the
performance and enforcement of a contract by the party seeking its enforcement,
(iv) requiring reasonableness in the performance and enforcement of an agreement
by the party seeking its enforcement, (v) requiring consideration of the
materiality of a breach or the consequences of the breach to the party seeking
its enforcement, (vi) requiring consideration of the impracticability or
impossibility of performance at the time of attempted enforcement and (vii)
affording defenses based upon the unconscionability of the enforcing party's
conduct after the parties have entered into the contract. Such opinions may also
be subject to the effect of generally applicable rules of law that (i) may,
where less than all of a contract may be unenforceable, limit the enforceability
of the balance of the contract to circumstances in which the unenforceable
portion is not an essential part of the agreed exchange, and (ii) govern and


<PAGE>
                                                                              21


afford judicial discretion regarding the determination of damages and
entitlement to attorneys' fees and other costs. Such opinions may also be
subject to the qualification that the enforceability of any indemnification or
contribution provisions set forth in any documents or agreements referred to
herein may be limited by federal or state securities laws or by public policy.

     In addition, the opinions of such counsel described in this paragraph shall
be rendered to the Remarketing Agent at the request of the Company and shall so
state therein. Such opinions may recite that no opinion is expressed with
respect to, and that such counsel is not passing upon, and does not assume
responsibility for (i) any matters concerning The Depository Trust Company or
its policies, practices or procedures or (ii) any matters relating to insurance
laws, statutes, rules, regulations or policies. In addition, such opinions may
contain customary recitals, conditions and qualifications.

     In addition, such counsel shall state that it has participated in
conferences with officers and other representatives of the Company and the
Trust, representatives of Deloitte & Touche, the Remarketing Agent and their
counsel in connection with the preparation of the Registration Statement and the
Prospectus at which conferences the contents of the Registration Statement and
the Prospectus were discussed, reviewed and revised. Although such counsel is
not passing upon, and does not assume responsibility for, the accuracy,
completeness or fairness of such statements and has not made any independent
investigation thereof (except as indicated above), on the basis of the
information which was developed in the course thereof, considered in light of
such counsel's understanding of applicable law and experience such counsel has
gained through its practice thereunder, such counsel will advise the Remarketing
Agent that such counsel has no reason to believe that (i) the Registration
Statement, on the Effective Date, contained an untrue statement of material fact
or omitted to state a material fact required to be stated therein or necessary
to make the statements therein not misleading and (ii) the Prospectus as such
Prospectus may have been amended or supplemented, if applicable), at the time
such Prospectus was circulated and on the Remarketing Settlement Date, contained
or contains an untrue statement of a material fact or omitted or omits to state
a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading. Such counsel need not express any view as to the financial
statements, notes and schedules or any other financial, statistical or
accounting data included or incorporated by reference in or omitted from the
Registration Statement and the Prospectus.

          (a) James E. Sherman, Esq., Senior Vice President, General Counsel and
     Secretary of the Company, or other counsel to the Company shall have
     furnished to the Remarketing Agent his written opinion, addressed to the
     Remarketing Agent and dated such Remarketing Settlement Date, in form and
     substance reasonably satisfactory to the Remarketing Agent, substantially
     to the effect that:

               (i) The Company and each of its Significant Subsidiaries which
          are incorporated in the United States has been duly incorporated and
          is validly existing as a corporation in good standing under the laws
          of its respective jurisdiction of incorporation, has all requisite
          corporate power and authority to own, lease and operate its properties
          and to conduct its business in all material respects as it is
          currently being conducted and as described in the Prospectus, and


<PAGE>
                                                                              22


          is duly qualified and in good standing as a foreign corporation
          authorized to do business in each jurisdiction described in Schedule 6
          in which the ownership, leasing and operation of its property and the
          conduct of its business requires such qualification (except where the
          failure to be so qualified and in good standing could not reasonably
          be expected to have a Material Adverse Effect).

               (ii) As of the date of the representation and warranty, the
          entities listed on a schedule to be attached to such opinion are the
          only subsidiaries, direct or indirect, of the Company. Except as
          otherwise set forth in the Prospectus, the Company owns, directly or
          indirectly through other subsidiaries, the percentage indicated on
          Schedule 2 of the outstanding capital stock or other securities
          evidencing equity ownership of such subsidiaries, free and clear of
          any security interest and, to the knowledge of such counsel, any
          claim, lien, limitation on voting rights or encumbrance; and all of
          such securities have been duly authorized, validly issued, are fully
          paid and nonassessable and were not issued in violation of any
          preemptive or similar rights. There are no outstanding subscriptions,
          rights, warrants, calls, commitments of sale or options to acquire, or
          instruments convertible into or exchangeable for, any such shares of
          capital stock or other equity interest of such subsidiaries owned by
          the Company.

               (iii) The Company has all requisite corporate power and authority
          to execute, deliver and perform its obligations under the Transaction
          Agreements, to issue and sell the Unit Securities, to cause the
          Remarketing of the Remarketing Securities and to consummate the
          transactions contemplated hereby or thereby.

               (iv) The Company has the authorized capitalization as set forth
          in the Prospectus.

               (v) Except as set forth in or contemplated by the Prospectus, to
          the knowledge of such counsel, neither the Company nor any of its
          Significant Subsidiaries which are incorporated in the United States
          is (i) in violation of its respective charter or bylaws, (ii) is in
          default in the performance of any obligation, agreement or condition
          contained in any material bond, debenture, note or any other evidence
          of indebtedness or in any other instrument, indenture, mortgage, deed
          of trust, retrocessional treaty or arrangement, or other material
          agreement to which it is a party or by which it is bound or to which
          any of its properties is subject or (iii) is in violation of any U.S.
          federal or Missouri law, statute, rule, regulation, judgment or court
          decree applicable to the Company or its Significant Subsidiaries which
          are incorporated in the United States, except in the case of clauses
          (ii) and (iii) for any such violation or default which would not
          reasonably be expected to have a Material Adverse Effect.

               (vi) The execution and delivery by the Company and the Trust of
          the Transaction Agreements, as the case may be, the issuance and sale
          of the Unit Securities, the compliance by the Company and the Trust
          with all the provisions of the Transaction Agreements and the
          Remarketing of the Remarketed Securities did and will not, as
          applicable, violate or constitute a breach of any of the terms or



<PAGE>
                                                                              23


          provisions of, or a default under (or an event that with notice or the
          lapse of time, or both, would constitute a default), or require
          consent under, or result in the imposition of a lien or encumbrance on
          any properties of the Company or any of its Significant Subsidiaries
          which are incorporated in the United States, or an acceleration of
          indebtedness pursuant to, (i) the charter or bylaws of the Company or
          any of its Significant Subsidiaries which are incorporated in the
          United States, including the Trust Agreement and the Certificate of
          Trust of the Trust, (ii) any bond, debenture, note, indenture,
          mortgage, deed of trust or other agreement or instrument known to such
          counsel to which the Company or any of its Significant Subsidiaries
          which are incorporated in the United States is a party or by which any
          of them or their property is or may be bound, (iii) any U.S. federal
          or Missouri statute, rule or regulation reasonably recognized by such
          counsel as applicable to transactions of this kind (other than
          compliance by the Company and the Trust with securities, corporation
          and trust laws, as applicable, in connection with any redemption of or
          exchange for the Warrants, as to which such counsel need not express
          any opinion), or (iv) any judgment, order or decree known to such
          counsel of any U.S. federal or Missouri court or governmental agency
          or authority having jurisdiction over the Company, any of its
          Significant Subsidiaries which are incorporated in the United States
          or their assets or properties except for any such violations, breaches
          or defaults which would not reasonably be expected to have a Material
          Adverse Effect and except for such consents as may have been obtained
          by the Company or such consents or filings as may be required or such
          as may be required under state or foreign securities or Blue Sky laws
          and regulations or such as may be required by the NASD. No consent,
          approval, authorization or order of, or filing, registration,
          qualification, license or permit of or with, any governmental agency,
          body, administrative agency or, to the knowledge of such counsel, any
          court, is required for the execution and delivery by the Company and
          the Trust of the Transaction Agreements, as the case may be, the
          issuance and sale of the Unit Securities by the Company and the Trust,
          the compliance by the Company and the Trust with all of the provisions
          of the Transaction Agreements and the Remarketing of the Remarketed
          Securities (other than compliance by the Company and the Trust with
          securities, corporation and trust laws, as applicable, in connection
          with any redemption of or exchange for the Warrants, as to which such
          counsel need not express any opinion), except such as (i) would not
          reasonably be expected to have a Material Adverse Effect, (ii) would
          not prohibit or adversely affect the Remarketing of the Remarketing
          Securities, if at all, or (iii) may be required under state or foreign
          securities or Blue Sky laws and regulations or such as may be required
          by the NASD. No consents or waivers from any other person are required
          for the execution, delivery and performance by the Company and the
          Trust of the Transaction Agreements, as the case may be, the issuance
          and sale of the Unit Securities and the compliance by the Company and
          the Trust with all of the provisions of the Transaction Agreements
          (other than compliance by the Company and the Trust with securities,
          corporation and trust laws, as applicable, in connection with any
          redemption of or exchange for the Warrants, as to which such counsel
          need not express any opinion), other than such consents and waivers


<PAGE>
                                                                              24


          as (i) would not reasonably be expected to have a Material Adverse
          Effect, (ii) would not prohibit or adversely affect the Remarketing of
          the Remarketing Securities, if at all, or (iii) have been obtained.

               (vii) Except as set forth in or contemplated by the Prospectus,
          to the best knowledge of such counsel, the Company and each of its
          Significant Subsidiaries which are incorporated in the United States
          has (i) all Authorizations necessary to engage in the business
          currently conducted by it in the manner described in the Prospectus,
          except where failure to hold such Authorizations would not have a
          Material Adverse Effect and (ii) no reason to believe that any
          governmental body or agency is considering limiting, suspending or
          revoking any such Authorization. Except as set forth in or
          contemplated by the Prospectus, to the best knowledge of such counsel
          and except as would not have a Material Adverse Effect, all such
          Authorizations are valid and in full force and effect and the Company
          and its Significant Subsidiaries which are incorporated in the United
          States are in compliance in all material respects with the terms and
          conditions of all such Authorizations and with the rules and
          regulations of the regulatory authorities having jurisdiction with
          respect thereto. Except as described in the Prospectus, no insurance
          regulatory agency or body has issued any order or decree impairing,
          restricting or prohibiting the payment of dividends by any Significant
          Subsidiary which is incorporated in the United States of the Company
          to its parent, other than any such orders or decrees the issuance of
          which could not reasonably be expected to have a Material Adverse
          Effect.

               (viii) Neither the Company nor any of its subsidiaries (including
          the Trust) is, or after the application of the net proceeds from the
          sale of the Remarketing Securities will be, an "investment company" as
          defined, and subject to regulation under, the Investment Company Act.

               (ix) The Incorporated Documents or any further amendment or
          supplement thereto made by the Company prior to the Remarketing
          Settlement Date (other than the financial statements, notes and
          schedules or any other financial, statistical or accounting data
          included or incorporated by reference in or omitted from the
          Incorporated Documents, as to which such counsel need express no
          opinion), when they were filed with the Commission and as of such
          Remarketing Settlement Date, complied and comply, as the case may be,
          as to form in all material respects with the requirements of the
          Exchange Act.

               (x) To the best of such counsel's knowledge, there are no
          contracts or other documents which are required to be described in the
          Prospectus or filed as exhibits to the Registration Statement by the
          Securities Act which have not been described or filed as exhibits to
          the Registration Statement.

     In addition, such counsel shall state that he has, or members of his staff
have, participated in conferences with other officers and other representatives
of the Company and the Trust, representatives of Deloitte & Touche, the
Remarketing Agent and its counsel in connection with the preparation of the
Registration Statements and the Prospectus at which conferences the


<PAGE>
                                                                              25


contents of the Registration Statements and the Prospectus were discussed,
reviewed and revised. Although such counsel is not passing upon, and does not
assume responsibility for, the accuracy, completeness or fairness of such
statements and has not made any independent investigation thereof (except as
indicated above), on the basis of the information which was developed in the
course thereof, such counsel will advise the Remarketing Agent that such counsel
has no reason to believe that (i) the Registration Statement, on the Effective
Date, contained an untrue statement of material fact or omitted to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading and (ii) the Prospectus as such Prospectus may have been
amended or supplemented, if applicable), at the time such Prospectus was
circulated and on the Remarketing Settlement Date, contained or contains an
untrue statement of a material fact or omitted or omits to state a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading. Such
counsel need not express any view as to the financial statements, notes and
schedules or any other financial, statistical or accounting data included or
incorporated by reference in or omitted from the Registration Statement and the
Prospectus.

     The opinions of such counsel described in this paragraph shall be rendered
to the Remarketing Agent at the request of the Company and shall so state
therein. Such opinions may contain customary recitals, conditions and
qualifications.

          (b) If any of the Company's Canadian subsidiaries is a Significant
     Subsidiary, Shibley Righton LLP or other counsel shall have furnished to
     the Remarketing Agent its written opinion, as special Canadian counsel to
     the Company, addressed to the Remarketing Agent and dated such Remarketing
     Settlement Date, in form and substance reasonably satisfactory to the
     Remarketing Agent, substantially to the effect that:

               (i) Each of the Company's Canadian subsidiaries that is a
          Significant Subsidiary has been duly incorporated and is validly
          existing under the laws of its respective jurisdiction of
          incorporation or continuance, as the case may be, has all requisite
          corporate power and authority to own, lease and operate its properties
          and to conduct its business as it is currently being conducted and as
          described in the Prospectus and is duly qualified and in good standing
          as a foreign corporation authorized to do business in each
          jurisdiction in which the ownership, leasing and operation of its
          property and the conduct of its business requires such qualification
          (except where the failure to be so qualified and in good standing
          could not reasonably be expected to have a Material Adverse Effect).

               (ii) The execution, delivery and performance by the Company and
          the Trust of the Transaction Agreement, as the case may be, the
          issuance of the Unit Securities by the Company and the Trust, as
          applicable, the Remarketing of the Remarketing Securities by the
          Company and the Trust, as applicable, and the consummation of the
          transactions contemplated hereby and thereby did not and will not, as
          applicable, violate, conflict with or constitute a breach of any of
          the terms or provisions of, or a default under (or an event that with
          notice or the lapse of time, or both, would constitute a default), or
          require consent under, or result in the imposition of a lien or
          encumbrance on any properties of the Company's Canadian subsidiaries
          that is a Significant Subsidiary, or an acceleration of


<PAGE>
                                                                              26


          indebtedness pursuant to, (i) the constating documents of any of the
          Company's Canadian subsidiaries that is a Significant Subsidiary, (ii)
          any material bond, debenture, note, indenture, mortgage, deed of trust
          or other agreement or instrument known to such counsel to which any of
          the Company's Canadian subsidiaries that is a Significant Subsidiary
          is a party or by which any of them or their property is or may be
          bound, (iii) any material statute, rule or regulation known to such
          counsel to be applicable to any of the Company's Canadian subsidiaries
          that is a Significant Subsidiary or any of their assets or properties,
          or (iv) any material judgment, order or decree known to such counsel
          of any Canadian court or governmental agency or authority having
          jurisdiction over any of the Company's Canadian subsidiaries that is a
          Significant Subsidiary or their assets or properties. No consent,
          approval, authorization or order of, or filing, registration,
          qualification, license or permit of or with, any Canadian court or
          governmental agency, body or administrative agency is required for the
          execution, delivery and performance by the Company and the Trust of
          the Transaction Agreements, as the case may be, the issuance of the
          Unit Securities by the Company and the Trust, as applicable, the
          Remarketing of the Remarketing Securities and the consummation of the
          transactions contemplated hereby and thereby.

               (iii) To the best knowledge of such counsel, no action has been
          taken and no Canadian statute, rule or regulation or order has been
          enacted, adopted or issued by any Canadian governmental agency that
          prevents the issuance of the Remarketing Securities; no injunction,
          restraining order or order of any nature by a Canadian court of
          competent jurisdiction has been issued that prevents the issuance of
          the Securities and to the best knowledge of such Counsel, no action,
          suit or proceeding is pending against or affecting or threatened
          against, any of the Company's Canadian subsidiaries that is a
          Significant Subsidiary before any court or arbitrator or any
          governmental body, agency or official which, if adversely determined,
          would prohibit, interfere with or adversely affect the Remarketing of
          the Remarketing Subsidiaries by the Company and the Trust, as
          applicable, or in any manner draw into question the validity of the
          Transaction Agreements or the Remarketing.

               (iv) Except as set forth in or contemplated by the Prospectus, to
          the best knowledge of such counsel, each of the Company's Canadian
          subsidiaries that is a Significant Subsidiary has (i) all
          Authorizations necessary to engage in the business currently conducted
          by it in the manner described in the Prospectus, except where failure
          to hold such Authorizations would not have a Material Adverse Effect
          and (ii) no reason to believe that any governmental body or agency is
          considering limiting, suspending or revoking any such Authorization.
          Except as set forth in or contemplated by the Prospectus, to the best
          of such counsel's knowledge, all such Authorizations are valid and in
          full force and effect and each of the Company's Canadian subsidiaries
          that is a Significant Subsidiary is in compliance in all material
          respects with the terms and conditions of all such Authorizations and
          with the rules and regulations of the regulatory authorities having
          jurisdiction with respect thereto. Except as set forth in or
          contemplated by


<PAGE>
                                                                              27


          the Prospectus, to the best of such counsel's knowledge, no insurance
          regulatory agency or body has issued any order or decree impairing,
          restricting or prohibiting the payment of dividends by any subsidiary
          of the Company to its parent.

          The opinions of such counsel described in this paragraph shall be
     rendered to the Remarketing Agent at the request of the Company and shall
     so state therein. Such opinions may contain customary recitals, conditions
     and qualifications and may state that, as to matters of New Brunswick law
     it is relying on an opinion of New Brunswick counsel.

          (c) If any of the Company Barbados subsidiaries is a Significant
     Subsidiary, Chancery Chambers or other counsel shall have furnished to the
     Remarketing Agent its written opinion, as special Barbados counsel to the
     Company addressed to the Remarketing Agent and dated such Remarketing
     Settlement Date, in form and substance reasonably satisfactory to the
     Remarketing Agent, substantially to the effect that:

               (i) Each of the Company's Barbados subsidiaries that is a
          Significant Subsidiary has been duly incorporated and is validly
          existing under the laws of its respective jurisdiction of
          incorporation, has all requisite corporate power and authority to own,
          lease and operate its properties and to conduct its business as it is
          currently being conducted and as described in the Prospectus and is
          duly qualified and in good standing as a foreign corporation
          authorized to do business in each jurisdiction in which the ownership,
          leasing and operation of its property and the conduct of its business
          requires such qualification (except where the failure to be so
          qualified and in good standing could not reasonably be expected to
          have a Material Adverse Effect).

               (ii) The execution, delivery and performance by the Company and
          the Trust of the Transaction Agreement, as the case may be, the
          issuance of the Unit Securities by the Company and the Trust, as
          applicable, the Remarketing of the Remarketing Securities by the
          Company and the Trust, as applicable, and the consummation of the
          transactions contemplated hereby and thereby did not and will not, as
          applicable, violate, conflict with or constitute a breach of any of
          the terms or provisions of, or a default under (or an event that with
          notice or the lapse of time, or both, would constitute a default), or
          require consent under, or result in the imposition of a lien or
          encumbrance on any properties of the Company's Barbados subsidiaries
          that is a Significant Subsidiary, or an acceleration of indebtedness
          pursuant to, (i) the constating documents of any of the Company's
          Barbados subsidiaries that is a Significant Subsidiary, (ii) any
          material bond, debenture, note, indenture, mortgage, deed of trust or
          other agreement or instrument known to such counsel to which any of
          the Company's Barbados subsidiaries that is a Significant Subsidiary
          is a party or by which any of them or their property is or may be
          bound, (iii) any material statute, rule or regulation known to such
          counsel to be applicable to any of the Company's Barbados subsidiaries
          that is a Significant Subsidiary or any of their assets or properties,
          or (iv) any material judgment, order or decree of any Barbados court
          or governmental agency or authority having jurisdiction over any of
          the Company's


<PAGE>
                                                                              28


          Barbados subsidiaries that is a Significant Subsidiary or their assets
          or properties. No consent, approval, authorization or order of, or
          filing, registration, qualification, license or permit of or with, any
          Barbados court or governmental agency, body or administrative agency
          is required for the execution, delivery and performance by the Company
          and the Trust of the Transaction Agreements, as the case may be, the
          issuance of the Unit Securities by the Company and the Trust, as
          applicable, the Remarketing of the Remarketing Securities, and the
          consummation of the transactions contemplated hereby and thereby.

               (iii) To the best knowledge of such counsel, no action has been
          taken and no Barbados statute, rule or regulation or order has been
          enacted, adopted or issued by any Barbados governmental agency that
          prevents the issuance of the Remarketing Securities; no injunction,
          restraining order or order of any nature by a Barbados court of
          competent jurisdiction has been issued that prevents the issuance of
          the Securities and to the best knowledge of such Counsel, no action,
          suit or proceeding is pending against or affecting or threatened
          against, any of the Company's Barbados subsidiaries that is a
          Significant Subsidiary before any court or arbitrator or any
          governmental body, agency or official which, if adversely determined,
          would prohibit, interfere with or adversely affect Remarketing of the
          Remarketing Securities by the Company and the Trust, as applicable, or
          in any manner draw into question the validity of the Transaction
          Agreements or the Remarketing.

               (iv) Except as set forth in or contemplated by the Prospectus, to
          the best knowledge of such counsel, each of the Company's Barbados
          subsidiaries that is a Significant Subsidiary has (i) all
          Authorizations necessary to engage in the business currently conducted
          by it in the manner described in the Prospectus, except where failure
          to hold such Authorizations would not have a Material Adverse Effect
          and (ii) no reason to believe that any governmental body or agency is
          considering limiting, suspending or revoking any such Authorization.
          Except as set forth in or contemplated by the Prospectus, to the best
          of such counsel's knowledge, all such Authorizations are valid and in
          full force and effect and each of the Company's Barbados subsidiaries
          that is a Significant Subsidiary is in compliance in all material
          respects with the terms and conditions of all such Authorizations and
          with the rules and regulations of the regulatory authorities having
          jurisdiction with respect thereto. Except as set forth in or
          contemplated by the Prospectus, to the best of such counsel's
          knowledge, no insurance regulatory agency or body has issued any order
          or decree impairing, restricting or prohibiting the payment of
          dividends by any subsidiary of the Company to its parent.

          The opinions of such counsel described in this paragraph shall be
     rendered to the Remarketing Agent at the request of the Company and shall
     so state therein.

          (d) If the Remarketing Securities are the Preferred Securities,
     Richards Layton & Finger, P.A. shall have furnished to the Remarketing
     Agent its written opinion, as special Delaware counsel to the Trust,
     addressed to the Remarketing Agent and dated such


<PAGE>
                                                                              29


     Remarketing Settlement Date, in form and substance reasonably satisfactory
     to the Remarketing Agent, substantially to the effect that:

               (i) The Trust has been duly created and is validly existing in
          good standing as a business trust under the Delaware Business Trust
          Act and all filings required under the Delaware Business Trust Act
          with respect to the creation and valid existence of the Trust as a
          business trust in the State of Delaware have been made.

               (ii) Under the Trust Agreement and the Delaware Business Trust
          Act, all necessary trust action has been taken on the part of the
          Trust to duly authorize the execution and delivery of the Transaction
          Agreements to which the Trust is a party and the execution and
          delivery of the Preferred Securities.

               (iii) The Preferred Securities are duly authorized by the Trust
          Agreement, and when authenticated, issued and delivered by the Trust
          in accordance with the Trust Agreement, the Trust Preferred Securities
          will be duly and validly issued and fully paid and nonassessable
          interests in the Trust.

               (iv) Under the Trust Agreement and the Business Trust Act, the
          Trust has all necessary trust power and authority to execute and
          deliver the Transaction Agreements to which it is a party, to execute
          and deliver the Preferred Securities and to perform its obligations
          thereunder.

               (v) Under the Trust Agreement and the Business Trust Act, the
          issuance and sale by the Trust of the Preferred Securities and the
          execution and delivery by the Trust of this Agreement and the
          Transaction Agreements to which it is a party, and the performance by
          the Trust of its obligations thereunder, have been duly authorized by
          all necessary trust action on the part of the Trust.

               (vi) The holders of Preferred Securities, in their capacity as
          such, will be entitled to the same limitation of personal liability
          extended to stockholders of private corporations for profit organized
          under the General Corporation Law of the State of Delaware. We note
          that such holders may be obligated to make payments as set forth in
          the Trust Agreement.

               (vii) Under the Business Trust Act and the Trust Agreement, the
          issuance by the Trust of the Preferred Securities is not subject to
          any preemptive purchase rights of any person.

               (viii) No consent, approval, license, authorization, order,
          registration or qualification of or with any Delaware court or
          Delaware governmental agency or body is required solely in connection
          with (i) the issuance and sale of the Preferred Securities by the
          Trust or the Remarketing of the Remarketing Securities as contemplated
          by the Prospectus or (ii) the execution, delivery and performance by
          the Trust of the Transaction Agreements to which the Trust is a party,
          and the consummation of the transactions contemplated hereby and
          thereby.

<PAGE>
                                                                              30


               (ix) The issuance and sale by the Trust of the Preferred
          Securities pursuant to this Agreement and the Trust Agreement, and the
          execution and delivery by the Trust of this Agreement and each of the
          Transaction Agreements to which it is a party, and the performance by
          the Trust of its obligations thereunder, will not violate (i) the
          Trust Certificate or the Trust Agreement or (ii) any Delaware statute,
          rule or regulation.

               (x) After due inquiry limited to, and solely to the extent
          disclosed thereupon, the court dockets for active cases of the Court
          of Chancery of the State of Delaware in and for New Castle County,
          Delaware, of the Superior Court of the State of Delaware in and for
          New Castle County, Delaware, and of the United States Federal District
          Court sitting in the State of Delaware, in these courts there are no
          pending actions, suits or proceedings against the Company or the
          Trust.

               (xi) Each of this Agreement and the Unit Agreement has been duly
          authorized, executed and delivered by the Trust.

               (xii) Each of the Original Trust Agreement and the Trust
          Agreement, assuming due authorization, execution and delivery by the
          parties to thereto, constitute obligations of the Trust enforceable
          against the parties thereto in accordance with their terms, subject to
          the effects of bankruptcy, insolvency, fraudulent conveyance,
          reorganization, moratorium and other similar laws relating to or
          affecting creditors' rights generally, general equitable principles
          (whether considered in a proceeding in equity or at law) and an
          implied covenant of good faith and fair dealing.

               (xiii) The Remarketing Securities have been duly authorized,
          executed and issued by the Trust.

Each of the opinions of Richards Layton and Finger, P.A. referred to in Section
7(d) shall state that, with regard to matters of Delaware law, other counsel
referred to in this Section 7 may rely on such matters in the opinion referred
to therein.

          (e) [Reserved.]

          (f) Simpson Thacher & Bartlett, shall have furnished to the
     Remarketing Agent its written opinion, as counsel to the Remarketing Agent,
     addressed to the Remarketing Agent and dated the Remarketing Settlement
     Date, in form and substance reasonably satisfactory to the Remarketing
     Agent.

          (g) By the Remarketing Settlement Date, Deloitte & Touche, or another
     accounting firm which has certified the financial statements of the Company
     and is an independent accountant as required by the Securities Act, shall
     have furnished to the Remarketing Agent its letters, in form and substance
     reasonably satisfactory to the Remarketing Agent, containing statements and
     information of the type customarily included in accountants' initial and
     bring-down "comfort letters" to remarketing agents with respect to the
     financial statements and certain financial information contained in the
     Registration Statement and the Prospectus.

<PAGE>
                                                                              31


          (h) The Company shall have furnished to the Remarketing Agent a
     certificate, dated such Remarketing Settlement Date, of its President or
     any Executive or Senior Vice President and its principal financial or
     accounting officer stating, in the name of and in their capacity as
     officers of the Company, that:

               (i) The representations, warranties and agreements of the Company
          and the Trust in Section 1 are true and correct in all material
          respects as of the Remarketing Settlement Date; the Company and the
          Trust have complied with in all material respects with all of their
          agreements contained herein to be performed prior to or on the
          Remarketing Settlement Date; and the conditions set forth in Sections
          6(j) have been fulfilled.

               (ii) (A) Neither the Company nor any of its subsidiaries has
          sustained since the date of the latest audited financial statements
          included or incorporated by reference in the Prospectus any material
          loss or interference with its business from (I) any governmental or
          regulatory action, notice, order or decree of a regulatory authority
          or (II) from fire, explosion, flood or other calamity, whether or not
          covered by insurance, or from any labor dispute or court, in each
          case, otherwise than as set forth in the Prospectus; (B) since such
          date there has not been any material change in the capital stock,
          short-term debt or long-term debt of the Company or any of its
          subsidiaries or any change, or any development involving a prospective
          change, in or affecting the general affairs, management, financial
          position, stockholders' equity or results of operations of the Company
          and its subsidiaries taken as a whole, otherwise than as set forth or
          contemplated in the Prospectus; and (C) the Company has not declared
          or paid any dividend on its capital stock, except for dividends
          declared in the ordinary course of business and consistent with past
          practice, otherwise than as set forth in the Prospectus and, except as
          set forth or contemplated in the Prospectus, neither the Company nor
          any of its subsidiaries has entered into any transaction or agreement
          (whether or not in the ordinary course of business) material to the
          Company and its subsidiaries taken as a whole.

               (iii) They have carefully examined the Registration Statement and
          the Prospectus and, in their opinion (A) the Registration Statement,
          as of the Effective Date, did not include any untrue statement of a
          material fact and did not omit to state a material fact required to be
          stated therein or necessary to make the statements therein not
          misleading, (B) the Prospectus, as of the date hereof and as of the
          Remarketing Settlement Date, did not include any untrue statement of a
          material fact and did not omit to state a material fact required to be
          stated therein or necessary to make the statements therein, in light
          of the circumstances under which they were made, not misleading and
          (C) since the Effective Date, no event has occurred which should have
          been set forth in a supplement or amendment to the Registration
          Statement or the Prospectus.

          (i) From the Commencement Date until the Remarketing Settlement Date,
     neither the Company nor any of its subsidiaries (i) shall have sustained
     since the date of the latest audited financial statements included or
     incorporated by reference in the


<PAGE>
                                                                              32


     Prospectus any loss or interference with its business from fire, explosion,
     flood or other calamity, whether or not covered by insurance, or from any
     labor dispute or court or governmental action, order or decree, otherwise
     than as set forth or contemplated in the Prospectus or (ii) since such date
     there shall not have been any change in the capital stock, short-term debt
     or long-term debt of the Company or any of its subsidiaries or any change,
     or any development involving a prospective change, in or affecting the
     general affairs, management, financial position, prospects, stockholders'
     equity or results of operations of the Company and its subsidiaries,
     otherwise than as set forth or contemplated in the Prospectus, the effect
     of which, in any such case described in clause (i) or (ii), is, in the
     judgment of Lehman Brothers Inc., so material and adverse as to make it
     impracticable or inadvisable to proceed with the offering or the delivery
     of the Unit Securities being delivered on such Remarketing Settlement Date
     on the terms and in the manner contemplated in the Prospectus.

          (j) From the Commencement Date until the Remarketing Settlement Date,
     (i) no downgrading shall have occurred in the rating accorded the Company's
     debt securities by any "nationally recognized statistical rating
     organization", as that term is defined by the Commission for purposes of
     Rule 436(g)(2) of the Securities Act and (ii) no such organization shall
     have publicly announced or privately communicated to the Company that it
     has under surveillance or review, with possible negative implications, its
     rating of any of the Company's debt securities.

          (k) From the Commencement Date until the Remarketing Settlement Date,
     there shall not have occurred any of the following: (i) trading in
     securities generally on the New York Stock Exchange, the American Stock
     Exchange, the Nasdaq National Market or the over-the-counter market, or
     trading in any securities of the Company on any exchange shall have been
     suspended, the settlement of such trading generally shall have been
     materially disrupted or minimum prices shall have been established on any
     such exchange or market by the Commission, by such exchange or by any other
     regulatory body or governmental authority having jurisdiction, (ii) a
     banking moratorium shall have been declared by Federal or state
     authorities, (iii) the United States shall have become engaged in
     hostilities, there shall have been an escalation in hostilities involving
     the United States, or there shall have been a declaration of a national
     emergency or war by the United States, or (iv) there shall have occurred a
     material adverse change in general domestic or international economic,
     political or financial conditions, including, without limitation, as a
     result of terrorist activities, or the effect of international conditions
     on the financial markets in the United States shall be such, as to make it
     in the reasonable judgment of Lehman Brothers Inc., impracticable or
     inadvisable to proceed with the public offering or delivery of the
     Remarketing Securities being delivered on such Remarketing Settlement Date
     on the terms and in the manner contemplated in the Prospectus.

     All opinions, letters, evidence and certificates mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance reasonably satisfactory
to counsel to the Remarketing Agent. No opinion shall state that it is to be
governed or qualified by, or that it is otherwise subject to, any treatise,
written policy or other document relating to legal opinions, including, without
limitation, the


<PAGE>
                                                                              33


Legal Opinion Accord of the ABA Section of Business Law (1991). All opinions
(other than the opinion referred to in (f) above) shall state that they may be
relied upon by Simpson Thacher & Bartlett as to matters of law (other than New
York and federal law) in rendering the opinion referred to in (f) above.

     Section 7. Indemnification and Contribution. (a) The Company shall
indemnify and hold harmless the Remarketing Agent, its officers and employees
and each person, if any, who controls the Remarketing Agent within the meaning
of the Securities Act, from and against any loss, claim, damage or liability,
joint or several, or any action in respect thereof (including, but not limited
to, any loss, claim, damage, liability or action relating to purchases and sales
of the Remarketing Securities), to which the Remarketing Agent or that officer,
employee or controlling person may become subject, under the Securities Act or
otherwise, insofar as such loss, claim, damage, liability or action arises out
of, or is based upon:

               (i) any untrue statement or alleged untrue statement of a
          material fact contained in any (A) Preliminary Prospectus, the
          Registration Statement, the Prospectus or in any amendment or
          supplement thereto, or (B) any blue sky application or other document
          prepared or executed by the Company or the Trust (or based upon any
          written information furnished by the Company or the Trust) filed in
          any jurisdiction specifically for the purpose of qualifying any or all
          of the Remarketing Securities under the securities laws of any state
          or other jurisdiction (such application, document or information being
          hereinafter called a "BLUE SKY APPLICATION"),

               (ii) the omission or alleged omission to state in any Preliminary
          Prospectus, Registration Statement or Prospectus or in any amendment
          or supplement thereto, or in any Blue Sky Application, any material
          fact required to be stated therein or necessary to make the statements
          therein, in light of the circumstances under which they were made, not
          misleading, or

               (iii) any act or failure to act or any alleged act or failure to
          act by the Remarketing Agent in connection with, or relating in any
          manner to, the Remarketing, and which is included as part of or
          referred to in any loss, claim, damage, liability or action arising
          out of or based upon matters covered by clause (i) or (ii) above,
          provided that the Company shall not be liable under this clause (iii)
          to the extent that it is determined in a final judgment by a court of
          competent jurisdiction that such loss, claim, damage, liability or
          action resulted directly from any such acts or failure to act
          undertaken or omitted to be taken by the Remarketing Agent through its
          gross negligence or willful misconduct;

and shall reimburse the Remarketing Agent and each such officer, employee or
controlling person promptly upon demand for any legal or other expenses
reasonably incurred by the Remarketing Agent or that officer, employee or
controlling person in connection with investigating or defending or preparing to
defend against any such loss, claim, damage, liability or action as such
expenses are incurred; provided, however, that the Company shall not be liable
in any such case to the extent that any such loss, claim, damage, liability or
action arises out of, or is based upon, any untrue statement or alleged untrue
statement or omission or alleged


<PAGE>
                                                                              34


omission made in any Preliminary Prospectus, the Registration Statement or the
Prospectus or in any such amendment or supplement, or in any Blue Sky
Application in reliance upon and in conformity with the written information
concerning the Remarketing Agent furnished to the Issuers by or on behalf of the
Remarketing Agent specifically for inclusion therein; and provided further, that
the Company shall not be liable to indemnify the Remarketing Agent or any person
who controls the Remarketing Agent on account of any such loss, liability,
claim, damage or expense arising out of any such defect or alleged defect in any
Preliminary Prospectus or Prospectus if a copy of the Prospectus (exclusive of
the Incorporated Documents), as amended or supplemented, shall not have been
given or sent by the Remarketing Agent with or prior to the written confirmation
of the sale involved to the extent to that (i) the Prospectus, as amended or
supplemented, would have cured such defect or alleged defect and (ii) sufficient
quantities of the Prospectus, as amended or supplemented, were made available to
the Remarketing Agent to allow it to deliver such Prospectus on a timely basis.
The foregoing indemnity agreement is in addition to any liability which the
Company may otherwise have to the Remarketing Agent or to any officer, employee
or controlling person of the Remarketing Agent.

     (b) The Remarketing Agent shall indemnify and hold harmless the Company,
its officers, employees and directors, the Trust and each Trustee and each
person, if any, who controls any of the Issuers within the meaning of the
Securities Act, from and against any loss, claim, damage or liability, joint or
several, or any action in respect thereof, to which the Company, any such
director, officer or employee, the Trust or any such Trustee or any such
controlling person may become subject, under the Securities Act or otherwise,
insofar as such loss, claim, damage, liability or action arises out of, or is
based upon:

               (i) any untrue statement or alleged untrue statement of a
          material fact contained (A) in any Preliminary Prospectus, the
          Registration Statement or the Prospectus or in any amendment or
          supplement thereto, or (B) in any Blue Sky Application; or

               (ii) the omission or alleged omission to state in any Preliminary
          Prospectus, the Registration Statement or Prospectus or in any
          amendment or supplement thereto, or in any Blue Sky Application, any
          material fact required to be stated therein or necessary to make the
          statements therein not misleading;

but in each case only to the extent that the untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with the written information furnished to the Issuers by or on behalf
of the Remarketing Agent specifically for inclusion therein, and shall reimburse
the Company and any such director, officer or employee, the Trust or any such
Trustee or such controlling person promptly upon demand for any legal or other
expenses reasonably incurred by the Company or any such director, officer or
employee, the Trust or any Trustee or any such controlling person in connection
with investigating or defending or preparing to defend against any such loss,
claim, damage, liability or action as such expenses are incurred. The foregoing
indemnity agreement is in addition to any liability which the Remarketing Agent
may otherwise have to the Company or any such director, officer or employee, the
Trust or any such Trustee or any such controlling person.

<PAGE>
                                                                              35


     (c) Promptly after receipt by an indemnified party under this Section 7 of
notice of any claim or the commencement of any action, the indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under this Section 7, notify the indemnifying party in writing of the
claim or the commencement of that action; provided however, that the failure to
notify the indemnifying party shall not relieve it from any liability which it
may have under this Section 7 except to the extent it has been materially
prejudiced by such failure and, provided further, that the failure to notify the
indemnifying party shall not relieve it from any liability which it may have to
an indemnified party otherwise than under this Section 7. If any such claim or
action shall be brought against an indemnified party, and it shall notify the
indemnifying party thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it wishes, jointly with any other
similarly notified indemnifying party, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party. After notice from the
indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 7 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation; provided however,
Remarketing Agent shall have the right to employ separate counsel to represent
the Remarketing Agent and its respective officers, employees and controlling
persons who may be subject to liability arising out of any claim in respect of
which indemnity may be sought by the Remarketing Agent against the Company under
this Section 7 if, in the reasonable judgment of counsel to the Remarketing
Agent it is advisable for the Remarketing Agent, its officers, employees and
controlling persons to be jointly represented by separate counsel, due to the
availability of one or more legal defenses to them which are different from or
additional to those available to the indemnifying party, and in that event the
reasonable fees and expenses of such separate counsel shall be paid by the
Company; provided further, that the Company shall not be liable for the fees and
expenses of more than one separate firm of attorneys (in addition to one local
counsel in each relevant jurisdiction) at any time for all such indemnified
parties. No indemnifying party shall:

          (i) without the prior written consent of the indemnified parties
     (which consent shall not be unreasonably withheld), settle or compromise or
     consent to the entry of any judgment with respect to any pending or
     threatened claim, action, suit or proceeding in respect of which
     indemnification or contribution may be sought hereunder (whether or not the
     indemnified parties are actual or potential parties to such claim or
     action) unless such settlement, compromise or consent includes an
     unconditional release of each indemnified party from all liability arising
     out of such claim, action, suit or proceeding, or

          (ii) be liable for any settlement of any such action effected without
     its written consent (which consent shall not be unreasonably withheld), but
     if settled with its written consent or if there be a final judgment of the
     plaintiff in any such action, the indemnifying party agrees to indemnify
     and hold harmless any indemnified party from and against any loss or
     liability by reason of such settlement or judgment.

     (d) If the indemnification provided for in this Section 7 shall for any
reason be unavailable to or insufficient to hold harmless an indemnified party
under Section 7(a) or 7(b) in


<PAGE>
                                                                              36


respect of any loss, claim, damage or liability, or any action in respect
thereof, referred to therein, other than to the extent that such indemnification
is unavailable or insufficient due to a failure to provide prompt notice in
accordance with Section 7(c), then each indemnifying party shall, in lieu of
indemnifying such indemnified party, contribute to the amount paid or payable by
such indemnified party as a result of such loss, claim, damage or liability, or
action in respect thereof:

               (i) in such proportion as shall be appropriate to reflect the
          relative benefits received by the Issuers on the one hand and the
          Remarketing Agent on the other hand from the Remarketing; or

               (ii) if the allocation provided by clause (i) above is not
          permitted by applicable law, in such proportion as is appropriate to
          reflect not only the relative benefits referred to in clause (i) above
          but also the relative fault of the Issuers on the one hand and the
          Remarketing Agent on the other with respect to the statements or
          omissions or alleged statements or alleged omissions which resulted in
          such loss, claim, damage or liability (or action in respect thereof)
          as well as any other relevant equitable considerations.

The relative benefits received by the Issuers on the one hand and the
Remarketing Agent on the other with respect to such offering shall be deemed to
be in the same proportion as the total liquidation or principal amount of the
Remarketing Securities less (1) the fee paid to the Remarketing Agent pursuant
to Section 4(a) (before deducting expenses), on the one hand, and the total fees
received by the Remarketing Agent pursuant to such Section 4(a), plus the
expenses paid by the Issuers pursuant to Section 4 on the other hand, bear to
the total liquidation or principal amount of the Remarketing Securities. The
relative fault shall be determined by reference to whether the untrue or alleged
untrue statement of a material fact or omission or alleged omission to state a
material fact relates to information supplied by the Issuers on the one hand or
the Remarketing Agent on the other hand, the intent of the parties and their
relative knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Company and the Remarketing Agent agree that it
would not be just and equitable if the amount of contributions pursuant to this
Section 7(d) were to be determined by pro rata allocation or by any other method
of allocation which does not take into account the equitable considerations
referred to herein. The amount paid or payable by an indemnified party as a
result of the loss, claim, damage or liability, or action in respect thereof,
referred to above in this Section 7(d) shall be deemed to include, for purposes
of this Section 7(d), any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this Section 7(d), the Remarketing
Agent shall not be required to contribute any amount in excess of the amount by
which the fees received by it under Section 4 exceed the amount of any damages
which the Remarketing Agent has otherwise paid or become liable to pay by reason
of any untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

     Section 8. Resignation and Removal of the Remarketing Agent. The
Remarketing Agent may resign and be discharged from its duties and obligations
hereunder, and


<PAGE>
                                                                              37


the Company may remove the Remarketing Agent, by giving 60 days' prior written
notice, in the case of a resignation, to the Company, DTC, the Unit Agent, the
Property Trustee and the Debenture Trustee and, in the case of a removal, the
removed Remarketing Agent, DTC, the Unit Agent, the Property Trustee and the
Debenture Trustee; provided however, that:

               (i) the Company may not remove the Remarketing Agent unless:

                    (A) the Remarketing Agent becomes involved as a debtor in a
               bankruptcy, insolvency or similar proceeding;

                    (B) the Remarketing Agent shall not be among the 15
               underwriters with the largest volume underwritten in dollars, on
               a lead or co-managed basis, of U.S. domestic debt securities
               during the twelve-month period ended as of the last calendar
               quarter preceding the Remarketing Settlement Date (such
               underwriters, "TOP 15 UNDERWRITERS"); or

                    (C) the Remarketing Agent shall be subject to one or more
               legal restrictions preventing the performance of its obligations
               hereunder; and

               (ii) no such resignation nor any such removal shall become
          effective until the Company shall have appointed at least one
          nationally recognized broker-dealer as successor Remarketing Agent and
          such successor Remarketing Agent shall have entered into a remarketing
          agreement with the Issuers in which it shall have agreed to conduct
          the Remarketing in accordance with the Remarketing Procedures.

In any such case, the Company will use its commercially reasonable efforts to
appoint a successor Remarketing Agent and enter into such a remarketing
agreement with such person as soon as reasonably practicable. The provisions of
Sections 4 and 7 shall survive the resignation or removal of any Remarketing
Agent pursuant to this Agreement.

     Section 9. Dealing in the Remarketing Securities. The Remarketing Agent,
when acting as a Remarketing Agent or in its individual or any other capacity,
may, to the extent permitted by law, buy, sell, hold and deal in any of the
Remarketing Securities. The Remarketing Agent may to the extent permitted by law
exercise any vote or join in any action which any beneficial owner of
Remarketing Securities may be entitled to exercise or take pursuant to the Trust
Agreement or the Indenture with like effect as if it did not act in any capacity
hereunder. The Remarketing Agent, in its individual capacity, either as
principal or agent, may, to the extent permitted by law, also engage in or have
an interest in any financial or other transaction with the Issuers as freely as
if it did not act in any capacity hereunder.

     Section 10. Remarketing Agent's Performance; Duty of Care. The duties and
obligations of the Remarketing Agent shall be determined solely by the express
provisions of this Agreement, the Trust Agreement and the Indenture. No implied
covenants or obligations of or against the Remarketing Agent shall be read into
this Agreement, the Trust Agreement or the Indenture. In the absence of bad
faith on the part of the Remarketing Agent, the Remarketing


<PAGE>
                                                                              38


Agent may conclusively rely upon any document furnished to it, which purports to
conform to the requirements of this Agreement, the Trust Agreement or the
Indenture as to the truth of the statements expressed in any of such documents.
The Remarketing Agent shall be protected in acting upon any document or
communication reasonably believed by it to have been signed, presented or made
by the proper party or parties. The Remarketing Agent, acting under this
Agreement, shall incur no liability to the Company or to any holder of
Remarketing Securities in its individual capacity or as Remarketing Agent for
any action or failure to act, on its part in connection with a Remarketing or
otherwise, except if such liability is judicially determined to have resulted
from the gross negligence or willful misconduct on its part. The Remarketing
Agent will be entitled to rely conclusively on any determination by the
Calculation Agent under the Calculation Agency Agreement, dated as of the date
hereof, between the Company and Reinsel & Company LLP, as Calculation Agent, of
the Accreted Value or Discount relating to the Preferred Securities and
Debentures, as applicable, and will incur no liability to the Company or any
holder of Remarketing Securities relating to inaccuracies in calculating such
Accreted Value or Discount.

     Section 11. Termination. This Agreement shall terminate as to the
Remarketing Agent on the effective date of the resignation or removal of the
Remarketing Agent pursuant to Section 8. In addition, the obligations of the
Remarketing Agent hereunder may be terminated by it by notice given to the
Company prior to 10:00 a.m. (New York City time) on the Remarketing Settlement
Date if, prior to that time, any of the events described in Sections 6(i), (j)
or (k) shall have occurred.

     If this Agreement is terminated pursuant to any of the provisions hereof,
except as otherwise provided herein, the Company shall not be under any
liability to the Remarketing Agent and the Remarketing Agent shall not be under
any liability to the Company, except that:

          (x) if this Agreement is terminated by the Remarketing Agent because
     of any failure or refusal on the part of the Company to comply with the
     terms or to fulfill any of the conditions of this Agreement, the Company
     will reimburse the Remarketing Agent for all of its out-of-pocket expenses
     (including the fees and disbursements of its counsel) reasonably incurred
     by it; and

          (y) if the Remarketing Agent failed or refused to purchase the
     Remarketing Securities hereunder, without some reason sufficient hereunder
     to justify the cancellation or termination of its obligations hereunder,
     the Remarketing Agent shall not be relieved of liability to the Company for
     damages occasioned by its default and shall not be entitled to be
     reimbursed for any expense.

     Section 12. Notices, etc.Notices given pursuant to any provision of this
Agreement shall be given in writing and shall be addressed as follows:

          (a) if to the Remarketing Agent, to Lehman Brothers Inc., 101 Hudson
     Street, Jersey City, New Jersey, 07302, Attention: Equity Syndicate
     Department (Fax No: 201-524-5980), with a copy to the General Counsel's
     Office, 101 Hudson Street, Jersey City, New Jersey, 07302;

<PAGE>
                                                                              39


          with a copy to Simpson Thacher & Bartlett, 425 Lexington Avenue, New
     York, New York 10017, Attention: Michael Nathan, Esq. (Fax No.:
     212-455-2502).; and

          (b) if to the Company or to the Trust, to 1370 Timberlake Manor
     Parkway, Chesterfield, Missouri 63017, Attention: Jack B. Lay, Executive
     Vice President and Chief Financial Officer (Fax No.: 636-736-7839), with a
     copy to James E. Sherman, Esq., Senior Vice President, General Counsel and
     Secretary, at the same address (Fax No.: 636-736-7886); and

          with a copy to Bryan Cave LLP, One Metropolitan Square, 211 North
     Broadway, Suite 3600, St. Louis, Missouri 63102, Attention: R. Randall
     Wang, Esq. (Fax No.: 314-259-2020);

or in any case to such other address as the person to be notified may have
requested in writing. Any such statements, requests, notices or agreements shall
take effect at the time of receipt thereof.

     Section 13. Persons Entitled to Benefit of Agreement. This Agreement shall
inure to the benefit of and be binding upon the Remarketing Agent, the Company,
the Trust and their respective successors. This Agreement and the terms and
provisions hereof are for the sole benefit of only those persons, except that
(A) the representations, warranties, indemnities and agreements of the Issuers
contained in this Agreement shall also be deemed to be for the benefit of the
officers, directors and employees of the Remarketing Agent and the person or
persons, if any, who control the Remarketing Agent within the meaning of Section
15 of the Securities Act; and (B) any indemnity agreement of the Remarketing
Agent contained in this Agreement shall be deemed to be for the benefit of
directors, trustees, officers and employees of the Company, and the Trust, and
any person controlling the Company or the Trust within the meaning of Section 15
of the Securities Act. Nothing contained in this Agreement is intended or shall
be construed to give any person, other than the persons referred to in this
Section 13, any legal or equitable right, remedy or claim under or in respect of
this Agreement or any provision contained herein.

     Section 14. Survival. The respective indemnities, representations,
warranties and agreements of the Issuers and the Remarketing Agent contained in
this Agreement or made by or on behalf of them, respectively, pursuant to this
Agreement, shall survive the Remarketing and shall remain in full force and
effect, regardless of any termination or cancellation of this Agreement or any
investigation made by or on behalf of any of them or any person controlling any
of them.

     Section 15. Definition of the term "Business Day". For purposes of this
Agreement, "BUSINESS DAY" means any day on which the NYSE is open for trading.

     Section 16. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.

     Section 17. Counterparts. This Agreement may be executed in one or more
counterparts and, if executed in more than one counterpart, the executed
counterparts shall each be deemed to be an original but all such counterparts
shall together constitute one and the same instrument.

<PAGE>
                                                                              40


     Section 18. Headings; Interpretation. The headings herein are inserted for
convenience of reference only and are not intended to be part of, or to affect
the meaning or interpretation of, this Agreement. 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.

     Section 19. Amendment; Intention of Parties.

          (a) This Agreement may be amended by any written instrument (including
     by an amendment and restatement hereof) at any time after the date hereof
     by the parties hereto.

          (b) It is the intention of the parties hereto that this Agreement may
     be amended, if necessary in the future and in form and substance reasonably
     acceptable to the Issuers and the Remarketing Agent, to take account of any
     change in circumstances relating to the Issuers and the transactions
     contemplated by this Agreement.

          [The rest of this page has been left blank intentionally; the
     signature page follows.]


<PAGE>
                                                                              41



     If the foregoing correctly sets forth the agreement among the Company, the
Trust and the Remarketing Agent, please indicate your acceptance in the space
provided for that purpose below.

                                      Very truly yours,

                                      REINSURANCE GROUP OF AMERICA, INCORPORATED



                                      By: _____________________________________
                                          Name:
                                          Title:

                                      RGA CAPITAL TRUST I



                                      By: _____________________________________
                                          Name:
                                          Title:  Administrative Trustee


LEHMAN BROTHERS INC.



By:_________________________________
         Authorized Representative