REINSURANCE GROUP OF AMERICA INC, S-3/A, 1998-06-04

REINSURANCE GROUP OF AMERICA INC
S-3/A, 1998-06-04
ACCIDENT & HEALTH INSURANCE

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 4, 1998

REGISTRATION NO. 333-51777
================================================================================

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 3

TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

REINSURANCE GROUP OF AMERICA, INCORPORATED
(Exact name of Registrant as specified in its charter)

<TABLE>
<S> <C>
MISSOURI 43-1627032
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
</TABLE>

660 MASON RIDGE CENTER DRIVE, ST. LOUIS, MISSOURI 63141-8557, (314) 453-7300
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)

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

JACK B. LAY
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
REINSURANCE GROUP OF AMERICA, INCORPORATED
660 Mason Ridge Center Drive
St. Louis, Missouri 63141-8557
(314) 453-7300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

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

Copies to:

<TABLE>
<S> <C>
THOMAS C. ERB, ESQ. JAMES L. NOUSS, JR., ESQ.
TOM W. ZOOK, ESQ. R. RANDALL WANG, ESQ.
LEWIS, RICE & FINGERSH, L.C. BRYAN CAVE LLP
500 N. Broadway, Suite 2000 211 North Broadway, Suite 3600
St. Louis, Missouri 63102-2147 St. Louis, Missouri 63102-2750
(314) 444-7600 (314) 259-2000
</TABLE>

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after the effective date of this Registration
Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plan, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

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

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

================================================================================
<PAGE> 2

SUBJECT TO COMPLETION, DATED JUNE 4, 1998

5,300,000 SHARES

REINSURANCE GROUP OF AMERICA, INCORPORATED
REINSURANCE GROUP OF AMERICA, INCORPORATED LOGO

NON-VOTING COMMON STOCK

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

The 5,300,000 shares of non-voting common stock, par value $0.01 per share
(the "Non-Voting Common"), offered hereby (the "Offering") are being sold by
Reinsurance Group of America, Incorporated ("RGA"). The Non-Voting Common is a
newly created class of non-voting stock of RGA which is substantially similar to
its common stock, par value $0.01 per share (the "Voting Common"), except that
it has no voting rights other than as required by Missouri law and includes
features intended to reduce the possibility that the holders thereof could be
treated unfairly in the event of certain changes in control of RGA. See
"Description of Capital Stock -- Non-Voting Common." GenAmerica Corporation
beneficially owns approximately 64% of the Voting Common. See "Principal
Stockholders."

There is currently no public market for the Non-Voting Common. The
Non-Voting Common has been approved for listing on the New York Stock Exchange
(the "NYSE") under the symbol RGA.A, subject to official notice of issuance. It
is anticipated that the trading prices of the Non-Voting Common will approximate
the trading prices of the Voting Common. No assurances, however, can be given in
such regard. On June 3, 1998, the last reported sale price of the Voting Common,
listed on the NYSE under the symbol RGA, was $49.75 per share. See "Price Range
of Capital Stock and Dividends."

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

SEE "RISK FACTORS" BEGINNING ON PAGE 6 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE NON-VOTING COMMON
OFFERED HEREBY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
=============================================================================================================
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT(1) COMPANY(2)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share........................ $ $ $
- -------------------------------------------------------------------------------------------------------------
Total(3)......................... $ $ $
=============================================================================================================
</TABLE>

(1) RGA has agreed to indemnify the Underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as amended. See
"Underwriting."

(2) Before deducting estimated expenses of $700,000, including $25,000 payable
to A.G. Edwards & Sons, Inc. for services rendered as a qualified
independent underwriter, all of which are payable by RGA. See
"Underwriting."

(3) RGA has granted to the Underwriters an option, exercisable within 30 days of
the date hereof, to purchase up to an additional 795,000 shares of
Non-Voting Common from RGA solely to cover over-allotments, if any. If such
option is exercised in full, the total Price to Public, Underwriting
Discount and Proceeds to Company will be $ , $ and
$ , respectively. See "Underwriting."

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

The shares of Non-Voting Common are offered by the Underwriters, as
specified herein, subject to prior sale, when, as and if issued to and accepted
by them, subject to approval of certain legal matters by counsel for the
Underwriters and certain other conditions. The Underwriters reserve the right to
withdraw, cancel or modify such offer and to reject orders in whole or in part.
It is expected that delivery of the shares of Non-Voting Common will be made on
or about June , 1998.

A.G. EDWARDS & SONS, INC.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
MORGAN STANLEY DEAN WITTER

CHASE SECURITIES INC.

CONNING & COMPANY

The date of this Prospectus is , 1998

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
<PAGE> 3

CERTAIN PERSONS PARTICIPATING IN THE OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE MARKET PRICE OF THE VOTING
COMMON OR THE NON-VOTING COMMON, INCLUDING OVER-ALLOTMENT, STABILIZING AND
SHORT-COVERING TRANSACTIONS IN SUCH SECURITIES AND THE IMPOSITION OF A PENALTY
BID, IN CONNECTION WITH THE OFFERING. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE
"UNDERWRITING."
-------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSIONER
OF INSURANCE OF THE STATE OF NORTH CAROLINA NOR HAS THE COMMISSIONER RULED UPON
THE ACCURACY OR ADEQUACY OF THIS DOCUMENT.
-------------------------

Missouri insurance laws and regulations provide that no person may acquire
control of RGA, and thus indirect control of its Missouri insurance subsidiary,
RGA Reinsurance Company, unless such person has provided certain required
information to the Missouri Department of Insurance and such acquisition is
approved by the Director of Insurance of the State of Missouri (the "Missouri
Director of Insurance") after a public hearing. Under Missouri insurance laws
and regulations, any person acquiring 10% or more of the outstanding voting
stock of a corporation is presumed to have acquired control of that corporation
and its subsidiaries. Canadian federal insurance laws and regulations provide
that no person may acquire control of or a significant interest in RGA, and thus
indirect control of, or an indirect significant interest in, its Canadian
insurance subsidiary, RGA Life Reinsurance Company of Canada, unless such person
has provided certain required information to the Canadian Minister of Finance
and such acquisition is approved by such Minister. Under Canadian federal
insurance laws and regulations, "significant interest" means the direct or
indirect beneficial ownership of shares representing 10% or more of a given
class, while "control" of an insurance company is presumed to exist when a
person beneficially owns or controls an entity that beneficially owns shares
representing more than 50% of the votes entitled to be cast for the election of
directors and such votes are sufficient to elect a majority of the directors of
the insurance company. Although the Non-Voting Common offered hereby is not
expected to constitute "voting stock" for purposes of the foregoing provisions,
such stock is convertible on a share-for-share basis into Voting Common of RGA
under certain limited circumstances and, in the event of any such conversion,
the shares offered hereby would constitute "voting stock" for purposes of the
foregoing provisions. The exercise of rights associated with the Non-Voting
Common pursuant to RGA's Shareholder Rights Plan may, depending upon the
circumstances, bring about the application of the foregoing provisions. See
"Description of Capital Stock -- Non-Voting Common -- Conversion of Non-Voting
Common" and "-- Preferred Stock Purchase Rights."

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The statements included or incorporated in this Prospectus regarding future
financial performance and results and the other statements that are not
historical facts are "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, as amended (the "Securities Act"), and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including, without limitation, certain statements under "Prospectus
Summary -- The Company," "-- Business Strategy," "Management's Discussion and
Analysis of Financial Condition and Results of Operations," "Business --
General" and "-- Business Strategy." Such statements may include, but are not
limited to, projections of earnings, revenues, income or loss, capital
expenditures, plans for future operations and financing needs or plans, as well
as assumptions relating to the foregoing. The words "intend," "expect,"
"project," "estimate," "predict," "anticipate," "should," "believe" and similar
expressions also are intended to identify forward-looking statements. Forward-
looking statements are inherently subject to risks and uncertainties, some of
which cannot be predicted or quantified. Future events and actual results,
performance and achievements could differ materially from those set forth in,
contemplated by or underlying the forward-looking statements. Factors that could
cause actual results to differ materially (the "Cautionary Statements") include,
but are not limited to, (i) the absence of an existing public market for the
Non-Voting Common and uncertainty as to the levels of future trading activity or
prices for such shares, (ii) general economic conditions affecting the demand
for insurance and reinsurance in the Company's (as hereinafter defined) current
and planned markets, (iii) material changes in mortality and claims experience,
(iv) competitive factors and competitors' responses to the Company's
initiatives, (v) successful execution of the Company's entry into new markets,
(vi) successful development and introduction of new products, (vii) the
stability of governments and economies in foreign markets, (viii) fluctuations
in U.S. and foreign interest rates and securities and real estate markets, (ix)
the success of the Company's clients, including General American Life Insurance
Company ("General American") and its affiliates, (x) changes in laws,
regulations and accounting standards applicable to RGA and its subsidiaries, and
(xi) other risks and uncertainties described in this Prospectus and in RGA's
other filings with the Securities and Exchange Commission (the "Commission").
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual outcomes may vary materially from
those indicated. All subsequent written and oral forward-looking statements
attributable to the Company or persons acting on its behalf are expressly
qualified in their entirety by the Cautionary Statements. Investors are
cautioned not to place undue reliance on such statements, which speak only as of
the date hereof. The Company undertakes no obligation to release publicly any
revisions to these forward-looking statements after the completion of this
Offering to reflect events or circumstances after the date hereof or to reflect
the occurrence of unanticipated events.

(i)
<PAGE> 4

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read
in conjunction with, the more detailed information and Consolidated Financial
Statements and Notes thereto set forth elsewhere in this Prospectus or
incorporated by reference in this Prospectus. The principal subsidiaries of RGA
are RGA Reinsurance Company ("RGA Reinsurance") and RGA Life Reinsurance Company
of Canada ("RGA Canada"). The term "Company," as used herein, refers
collectively to RGA and its direct and indirect subsidiaries. Unless otherwise
indicated, the information in this Prospectus assumes no exercise of the
Underwriters' over-allotment option.

THE COMPANY

RGA, through its operating subsidiaries, is one of the largest life
reinsurers in North America. At March 31, 1998, the Company had assets of $5.1
billion, stockholders' equity of $521.1 million and assumed reinsurance in force
of $253.4 billion. The Company's core North American life reinsurance business
serves as the platform for its business strategy of further expansion into
selected domestic and international markets. Over the past five years, the
Company has produced a strong and consistent record of growth and profitability,
with revenue and net income (excluding the accident and health pool charge in
1997) growing at compound annual rates of approximately 24% and 18%,
respectively.

The Company's approach to the North American market, which represented
approximately 76% of net premiums in 1997, has been to (i) focus on large, high
quality life insurers as clients, (ii) provide superior facultative underwriting
and competitive automatic reinsurance capacity, and (iii) deliver responsive and
flexible service to its clients. Management believes it is one of the largest
facultative life reinsurers in North America. The Company conducted business
with 78 of the 100 largest U.S. and 32 of the 40 largest Canadian life insurance
companies in 1997 (based upon amount of 1996 and 1995 life insurance premiums,
respectively), with no one client representing more than 7% of consolidated
gross premiums.

The Company has also developed its capacity and expertise in
non-traditional reinsurance, which includes asset-intensive products and
financial reinsurance. In 1997, the Company's North American non-traditional
reinsurance business earned $12.8 million or approximately 13% of income before
income taxes and minority interest (excluding the accident and health pool
charge). The Company's non-traditional business currently includes reinsurance
of stable value products, bank-owned life insurance and annuities.

The Company leverages its underwriting expertise and industry knowledge as
it expands into selected international markets. Its operations outside North
America currently include direct and reinsurance business from joint ventures
and subsidiaries in Latin America, Australia, Malaysia and the United Kingdom,
as well as reinsurance of life products and related coverages offered
principally in Hong Kong and Japan through RGA Reinsurance.

RGA Reinsurance has an "AA" claims paying rating from Standard & Poor's
("S&P") and an "A+" claims paying rating from A.M. Best and Company, Inc. ("A.M.
Best"). The S&P and A.M. Best claims paying ratings are based upon an insurance
company's ability to pay policyholder obligations and are not directed toward
the protection of investors. In addition, RGA has an "A" long-term debt rating
from S&P. See "Business -- Ratings."

During 1997, the Company made a strategic decision to cease marketing
accident and health reinsurance and to place its existing portfolio into runoff.
While this business contributed approximately 11% of reinsurance premiums for
1997, the Company does not expect the termination of this business to materially
affect future results. Management intends to redirect its focus to its core
North American and emerging businesses.

The Company believes that the following trends in the insurance industry
are increasing the demand for life reinsurance.

1
<PAGE> 5

risks and distribution costs to reinsurers, (ii) release capital to
pursue new businesses, and (iii) unlock the capital supporting, and value
embedded in, non-core product lines.

- CONSOLIDATION AND REORGANIZATION WITHIN THE INDUSTRY. The number of
merger and acquisition transactions within the U.S. life insurance
industry increased to 136 in 1997, from 63 in 1993. Management believes
that U.S. reorganizations of life insurers (such as demutualizations) and
international consolidation will continue to increase. As reinsurance
products are increasingly used to finance these transactions and manage
risk, demand for the Company's products is expected to increase.

- CHANGING DEMOGRAPHICS OF INSURED POPULATIONS. The aging of the population
in North America is increasing demand for financial products among "baby
boomers" who are concerned about protecting their peak income stream and
are considering retirement and estate planning. This trend is likely to
result in increased demand for annuity products and life insurance
policies, larger face amounts of life insurance policies and higher
mortality risk taken by life insurers, all of which should cause such
insurers to seek reinsurance products.

BUSINESS STRATEGY

The Company continues to follow its two-part business strategy to
capitalize on industry trends and to achieve its goal of producing consistent
revenue and earnings growth.

- CONTINUE GROWTH OF CORE NORTH AMERICAN BUSINESS. The Company's strategy
includes continuing to grow each of the following components of its North
American operations:

-- FACULTATIVE REINSURANCE. The Company intends to maintain its leading
position as a facultative underwriter in North America by emphasizing
its high underwriting standards, prompt response on quotes,
competitive pricing, capacity and flexibility in meeting customer
needs.

-- AUTOMATIC REINSURANCE. The Company intends to expand its already
significant presence in the North American automatic reinsurance
market by using its recognized mortality expertise and breadth of
products and services to gain additional market share.

-- IN FORCE BLOCK REINSURANCE. The Company anticipates increased
opportunities to grow its business of reinsuring "in force block"
insurance, as insurers seek to exit various non-core businesses and
increase financial flexibility in order to, among other things,
redeploy capital and pursue merger and acquisition activity.

- CONTINUE EXPANSION INTO SELECTED MARKETS. The Company's strategy includes
building upon the expertise and relationships developed from its core
North American business platform to continue its expansion into selected
markets, including:

-- NON-TRADITIONAL REINSURANCE. The Company intends to continue
leveraging its existing client relationships and reinsurance
expertise to create customized non-traditional reinsurance products
and solutions. Industry trends, particularly the increased pace of
consolidation and reorganization among life insurance companies and
changes in product distribution, are expected to create significant
growth opportunities for non-traditional reinsurance.

-- OTHER INTERNATIONAL. Management believes that international markets
offer substantial opportunities for growth, and has capitalized on
this opportunity by establishing a presence in selected markets. The
Company uses its reinsurance expertise, facultative underwriting
abilities and market knowledge as it continues to enter mature and
emerging insurance markets.
------------------------

RGA's principal executive office is located at 660 Mason Ridge Center
Drive, St. Louis, Missouri 63141-8557, and its telephone number is (314)
453-7300.

2
<PAGE> 6

THE OFFERING

Non-Voting Common offered by
RGA......................... 5,300,000 shares(1)

Non-Voting Common outstanding
after Offering.............. 5,300,000 shares(1)

Voting Common outstanding
after Offering.............. 25,238,650 shares(2)

Use of proceeds............... RGA intends to use the net proceeds from the
Offering for general corporate purposes. See
"Use of Proceeds."

New York Stock Exchange
symbol........................ The Non-Voting Common has been approved for
listing on the NYSE under the symbol RGA.A,
subject to official notice of issuance. The
Voting Common is currently traded on the NYSE
under the symbol RGA.
- -------------------------
(1) Does not include up to 795,000 shares of Non-Voting Common subject to the
Underwriters' over-allotment option.

(2) Based upon the number of shares of Voting Common outstanding as of June 3,
1998. Does not include 950,544 shares of Voting Common subject to
outstanding stock options and employee benefit plans and 351,035 shares that
were available for additional awards under such plans.

TERMS OF NON-VOTING COMMON

The powers, preferences and rights of the Voting Common and the Non-Voting
Common, and the qualifications, limitations and restrictions thereof, are in all
respects identical, except as otherwise required by law or expressly provided in
RGA's Restated Articles of Incorporation. See "Description of Capital Stock."

No voting rights.............. The Non-Voting Common will not entitle the
holder thereof to any voting rights, except as
otherwise required by law.

Dividends and other
distributions................. The Non-Voting Common is equal to the Voting
Common relative to dividends and other
distributions in cash, property, or shares of
stock of RGA (including distributions in
connection with any recapitalization), subject
to certain exceptions described herein. In no
event will shares of either Voting Common or
Non-Voting Common be split, subdivided or
combined unless the other is proportionately
split, subdivided or combined.

Business combinations;
dissolution................... In the event of a merger, consolidation,
combination or similar transaction of RGA with
another entity (whether or not RGA is the
surviving entity) or in the event of a
liquidation, dissolution or winding up of RGA,
the holders of Non-Voting Common will be
entitled to receive the same per share
consideration as the per share consideration,
if any, received by holders of Voting Common in
that transaction. Any capital stock, however,
that holders of Non-Voting Common become
entitled to receive in any merger,
consolidation, combination or similar
transaction may have terms substantially
similar to the terms of the Non-Voting Common
itself.

3
<PAGE> 7

Other Non-Voting Common
protections................. The terms of the Non-Voting Common include two
"protection" provisions designed to reduce the
possibility that holders of Non-Voting Common
could be treated unfairly in the event that a
person attempts to acquire control of RGA. The
first provision seeks to prevent a person who
has crossed a certain ownership threshold from
gaining control of RGA by acquiring Voting
Common without buying Non-Voting Common. Under
this provision, anyone who acquires more than
15% of the outstanding Voting Common after May
27, 1998 (the "Effective Date") and does not
acquire a percentage of the Non-Voting Common
outstanding at least equal to the percentage of
Voting Common that the person acquired above
the 15% threshold will not be allowed to vote
the Voting Common acquired in excess of the 15%
level. The second provision is an "equitable
price" requirement which is intended to prevent
a person seeking to acquire control of RGA from
paying a discounted price for the Non-Voting
Common required to be purchased by the
acquiring person under the first provision.

Conversion.................... The Non-Voting Common will be automatically
converted into Voting Common on a
share-for-share basis if (i) as a result of the
existence of the Non-Voting Common, the Voting
Common or the Non-Voting Common or both becomes
excluded from trading on all principal national
securities exchanges and also is excluded from
quotation on The Nasdaq Stock Market's National
Market or any other comparable national
quotation system then in use, or (ii) at any
time the number of outstanding shares of Voting
Common as reflected on RGA's stock transfer
books falls below 10% of the aggregate number
of outstanding shares of Voting Common and
Non-Voting Common.

Shareholder Rights Plan....... Rights under RGA's Shareholder Rights Plan, as
amended, also will attach to the Non-Voting
Common. See "Description of Capital
Stock -- Preferred Stock Purchase Rights."

4
<PAGE> 8

SUMMARY CONSOLIDATED FINANCIAL DATA
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31, YEAR ENDED DECEMBER 31,
------------------ --------------------------------------------------
1998 1997 1997 1996 1995 1994 1993
-------- ------ -------- ------ ------ ------ ------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net premiums............................. $ 270.0 $205.4 $ 835.5 $674.9 $570.0 $451.7 $379.9
Net investment income.................... 63.7 41.8 188.3 136.8 90.1 71.3 60.3
Realized investment gains, net........... 0.9 0.4 0.3 0.9 -- 0.8 3.6
Other revenue............................ 6.5 4.2 47.4 17.4 8.0 1.9 2.7
-------- ------ -------- ------ ------ ------ ------
Total revenues....................... 341.1 251.8 1,071.5 830.0 668.1 525.7 446.5
Income before income taxes and minority
interest............................... 24.9 2.9(1) 84.1(1) 87.1 74.6 64.4 54.9
Net income............................... $15.9 $ 2.8(1) $54.6(1) $55.1 $47.3 $40.4 $34.1
Basic earnings per share................. $0.63 $0.11(1) $2.15(1) $2.18 $1.87 $1.57 $1.50
Diluted earnings per share............... $0.62 $0.11(1) $2.13(1) $2.17 $1.87 $1.57 $1.50
Cash dividends per share................. $0.06 $0.05 $0.23 $0.20 $0.17 $0.16 $0.08
Weighted average diluted shares (in
thousands)............................. 25,505 25,629 25,604 25,410 25,292 25,728 22,736
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31,
MARCH 31, ------------------------------------------------------------------
1998 1997 1996 1995 1994 1993
---------- ---------- ---------- ---------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Invested assets................. $ 3,973.6 $ 3,634.0 $ 2,272.0 $ 1,405.5 $ 1,016.6 $ 920.6
Total assets.................... 5,074.9 4,673.6 2,893.7 1,989.9 1,394.3 1,249.6
Policy liabilities.............. 3,994.0 3,558.7 2,068.6 1,408.3 1,043.9 886.5
Total debt...................... 117.0 106.8 106.5 -- -- --
Stockholders' equity............ 521.1 499.3 425.6 376.9 276.8 279.4
OTHER FINANCIAL DATA:
Assumed ordinary life
reinsurance business in
force......................... $253,434.7 $227,259.7 $168,339.3 $153,861.2 $142,374.0 $114,666.4
Assumed new business
production.................... 32,164.4 75,861.9 37,905.5 35,997.7 43,203.3 24,670.7
Book value per share(2)......... $17.72 $17.14 $15.60 $13.63 $11.87 $10.71
Statutory capital and
surplus(3).................... 267.7 274.6 277.2 249.4 232.7 240.5
Return on equity, as
adjusted(4)................... 13.9% 15.7% 14.6% 14.6% 13.7% 12.0%
</TABLE>

- -------------------------
(1) Includes the effect of the $18.0 million charge for accident and health
insurance pool reserve increase. For the year ended December 31, 1997,
excluding the effect of the charge, income before taxes and minority
interest, net income, basic earnings per share and diluted earnings per
share would have been $102.1 million, $65.0 million, $2.55 per share and
$2.53 per share, respectively.

(2) Book value per share is calculated by dividing end of period stockholders'
equity (excluding unrealized investment gains and losses) by end-of-period
common shares outstanding.

(3) Amounts have been derived from the statements filed with the regulatory
authorities in the country where the operating subsidiary is domiciled. The
primary subsidiaries are RGA Reinsurance Company which files with the
Missouri Department of Insurance and RGA Life Reinsurance Company of Canada
which files with the Office of the Superintendent of Financial Institutions
in Canada.

(4) Return on equity, as adjusted, is calculated by dividing net income
(excluding the accident and health pool charge in 1997 and realized
investment gains) by average stockholders' equity for the period (which is
the simple average of beginning- and end-of-period stockholders' equity
excluding unrealized investment gains and losses).

5
<PAGE> 9

RISK FACTORS

Prospective investors should consider, in addition to the information set
forth under "Cautionary Statement Regarding Forward-Looking Statements" and
elsewhere in this Prospectus, the following matters in evaluating an investment
in the Non-Voting Common offered hereby.

NON-VOTING COMMON SHARES

The Non-Voting Common has no voting rights other than those required by
Missouri law and is convertible into Voting Common only under certain limited
circumstances described herein. Consequently, holders of Non-Voting Common will
not be entitled to elect directors or vote on other matters customarily decided
by stockholders, such as mergers, consolidations or the sale of all or
substantially all of the Company's assets. See "Description of Capital
Stock -- Non-Voting Common -- Voting Matters."

CONTROL BY GENAMERICA CORPORATION

GenAmerica Corporation beneficially owns approximately 64% of the Voting
Common and individuals employed by or associated with GenAmerica Corporation
hold a majority of the seats on RGA's Board of Directors. GenAmerica Corporation
is a wholly owned subsidiary of General American Mutual Holding Company and is
the parent corporation of General American. Upon consummation of the Offering,
GenAmerica Corporation will continue to have the power, because of the voting
power of the shares of Voting Common held by it, to elect RGA's Board of
Directors, and to substantially influence business combination transactions. For
financial reporting purposes, GenAmerica Corporation will include its share of
the Company's net income or loss in its consolidated financial statements. RGA's
Board of Directors, including members who are also affiliated with GenAmerica
Corporation, may consider not only the short-term and long-term impact of
operating decisions on the Company, but also the impact of such decisions on
GenAmerica Corporation and its affiliates, including General American. See
"Management," "Principal Stockholders," "Business -- Certain Relationships and
Related Transactions" and "Description of Capital Stock."

NO PRIOR TRADING HISTORY

The Non-Voting Common is a newly created class of non-voting stock of RGA
and no public market currently exists for such stock. The public offering price
for the Non-Voting Common was determined through negotiations between RGA and
representatives of the Underwriters and may not be indicative of the market
price for the Non-Voting Common following the Offering. See "Underwriting" for a
discussion of factors considered in determining the public offering price.
Although the Non-Voting Common has been approved for listing on the NYSE, upon
official notice of issuance, there can be no assurance that an active trading
market will develop after the Offering or, if developed, that such a market will
be sustained. It also is possible that the Non-Voting Common will trade at
prices that differ from those of the Voting Common. If the Voting Common were to
trade at a premium to the Non-Voting Common, subsequent issuances of Non-Voting
Common, instead of Voting Common, in connection with a public or private
offering, an acquisition or other transaction could have a greater dilutive
effect on stockholders because such an acquisition or transaction would require
more shares to deliver the same aggregate value. To minimize dilution of voting
power to existing stockholders, RGA may be more likely to issue shares of
Non-Voting Common than Voting Common in the future to raise equity, finance
acquisitions or fund employee benefit plans.

6
<PAGE> 10

USE OF PROCEEDS

The purpose of the Offering is to support the continued growth of the
Company's business and to maintain its capital structure. The net proceeds to be
received by RGA from the Offering (at an assumed offering price of $49.75),
after deducting the underwriting discount and concessions and estimated offering
expenses, are estimated to be approximately $251,760,000 (approximately
$289,630,000 if the over-allotment option is exercised in full). RGA intends to
use the net proceeds from the Offering for general corporate purposes. Pending
their use for such purposes, the net proceeds will be invested primarily in
investment grade securities.

PRICE RANGE OF CAPITAL STOCK AND DIVIDENDS

The Voting Common is listed for trading on the NYSE under the symbol RGA
and the Non-Voting Common has been approved for listing on the NYSE under the
symbol RGA.A, subject to official notice of issuance. The Non-Voting Common is a
new issue of stock for RGA and, as a result, it does not have any trading or
dividend history. The following table sets forth the high and low sales prices
and cash dividends declared per share of Voting Common for the periods indicated
(as adjusted for the three-for-two stock split effected August 29, 1997). The
Offering relates to shares of Non-Voting Common.

<TABLE>
<CAPTION>
VOTING COMMON
-----------------------------------
PRICE RANGE
--------------------
HIGH LOW DIVIDENDS
------- ------- ---------
<S> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1996
First quarter................................... $27.417 $22.583 $0.047
Second quarter.................................. 27.750 24.417 0.047
Third quarter................................... 29.500 24.583 0.053
Fourth quarter.................................. 33.000 28.833 0.053
YEAR ENDED DECEMBER 31, 1997
First quarter................................... $32.833 $29.917 $0.053
Second quarter.................................. 38.333 31.083 0.053
Third quarter................................... 41.583 37.500 0.060
Fourth quarter.................................. 46.438 37.813 0.060
YEAR ENDING DECEMBER 31, 1998
First quarter................................... $51.188 $38.375 $0.060
Second quarter (through June 3, 1998)........... 54.688 47.250 0.060
</TABLE>

As of June 3, 1998, there were approximately 137 holders of record of the
Voting Common. The last reported sales price of the Voting Common on the NYSE on
June 3, 1998 was $49.75 per share. The Offering relates to shares of Non-Voting
Common.

The holders of the Voting Common and the Non-Voting Common will be entitled
to receive ratably any cash dividends as may be declared by RGA's Board of
Directors. See "Description of Capital Stock -- Non-Voting Common -- Dividends
and Other Distributions." The declaration and payment of future dividends to
holders of the Voting Common and the Non-Voting Common will be at the discretion
of RGA's Board of Directors and will depend upon RGA's earnings and financial
condition, capital requirements of its subsidiaries, insurance regulatory
condition and considerations and such other factors as RGA's Board of Directors
may deem relevant.

As a holding company, RGA is ultimately dependent upon its subsidiaries to
provide funding for its operating expenses, debt service and dividends. Various
insurance laws applicable to RGA's subsidiaries limit the payment of dividends
and other distributions by such subsidiaries to RGA and may therefore limit the
ability of RGA to make dividend payments. See
"Business -- Regulation -- Restrictions on Dividends and Distributions."

7
<PAGE> 11

CAPITALIZATION

The following table sets forth the unaudited consolidated capitalization of
the Company at March 31, 1998, and as adjusted to reflect the sale by RGA of
5,300,000 shares of Non-Voting Common (at an assumed offering price of $49.75)
offered hereby (assuming no exercise of the Underwriters' over-allotment
option), after deducting the underwriting discount and concessions and estimated
offering expenses.

<TABLE>
<CAPTION>
MARCH 31, 1998
-------------------------
ACTUAL AS ADJUSTED
-------- -----------
(IN THOUSANDS)
<S> <C> <C>
Long-term debt.............................................. $106,991 $106,991
-------- --------
Stockholders' equity:
Preferred Stock, par value $.01 per share; 10,000,000
shares authorized; no shares issued or outstanding..... -- --
Common Stock, par value $.01 per share; 75,000,000 shares
authorized, 26,049,375 shares issued and
outstanding(1)......................................... 261 261
Non-Voting Common Stock, par value $.01 per share;
20,000,000 shares authorized, 5,300,000 shares issued
(as adjusted)(2)....................................... -- 53
Additional paid-in capital................................ 265,021 516,728
Accumulated other comprehensive income.................... 65,779 65,779
Retained earnings......................................... 211,080 211,080
-------- --------
Total stockholders' equity before treasury
stock........................................... 542,141 793,901
Less cost of 820,895 shares reacquired and held in
treasury............................................... 21,075 21,075
-------- --------
Total stockholders' equity........................ 521,066 772,826
-------- --------
Total capitalization........................................ $628,057 $879,817
======== ========
</TABLE>

- -------------------------
(1) Does not include 960,314 shares of Voting Common subject to outstanding
stock options and employee benefit plans and 360,035 shares that were
available for additional awards under such plans.

(2) Does not include up to 795,000 shares of Non-Voting Common subject to the
Underwriters' over-allotment option.

8
<PAGE> 12

SELECTED CONSOLIDATED FINANCIAL DATA
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)

The selected consolidated financial data presented below for, and as of the
end of, each of the years in the five-year period ended December 31, 1997, have
been prepared in accordance with generally accepted accounting principles for
stock life companies. The selected consolidated financial data for the three
months ended March 31, 1998, and 1997, was derived from the unaudited
consolidated financial statements of the Company. The Company believes that the
unaudited consolidated financial statements include all adjustments (consisting
only of normal recurring adjustments) necessary for the periods. Results for the
three months ended March 31, 1998, are not necessarily indicative of results
which may be expected for any other interim period or for the year as a whole.
The following selected financial data should be read in conjunction with the
Consolidated Financial Statements and the Notes thereto incorporated by
reference in this Prospectus. See "Management's Discussion and Analysis of
Financial Condition and Results of Operation."

<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31, YEAR ENDED DECEMBER 31,
----------------- ------------------------------------------------
1998 1997 1997 1996 1995 1994 1993
------- ------- ------- ------- ------- ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Revenues:
Net premiums............................. $ 270.0 $ 205.4 $ 835.5 $ 674.9 $ 570.0 $ 451.7 $ 379.9
Net investment income.................... 63.7 41.8 188.3 136.8 90.1 71.3 60.3
Realized investment gains, net........... 0.9 0.4 0.3 0.9 -- 0.8 3.6
Other revenue............................ 6.5 4.2 47.4 17.4 8.0 1.9 2.7
------- ------- ------- ------- ------- ------- -------
Total revenues......................... 341.1 251.8 1,071.5 830.0 668.1 525.7 446.5
Benefits and Expenses:
Claims and other policy benefits......... 217.3 158.9 640.1 505.7 430.0 329.4 276.4
Interest credited........................ 34.5 19.1 92.0 54.7 33.8 28.8 24.7
Accident and health pool charge.......... -- 18.0 18.0 -- -- -- --
Policy acquisition costs and other
insurance expenses..................... 46.9 40.5 176.5 136.5 98.1 78.6 70.9
Other operating expenses................. 15.5 10.5 53.0 39.8 31.6 24.5 19.6
Interest expense......................... 2.0 1.9 7.8 6.2 -- -- --
------- ------- ------- ------- ------- ------- -------
Total benefits and expenses............ 316.2 248.9 987.4 742.9 593.5 461.3 391.6
Income before income taxes and minority
interest............................... 24.9 2.9(1) 84.1(1) 87.1 74.6 64.4 54.9
Income tax expense....................... 8.8 -- 28.8 31.7 27.1 23.7 20.2
Minority interest........................ 0.2 0.1 0.7 0.3 0.2 0.3 0.6
------- ------- ------- ------- ------- ------- -------
Net income............................... $ 15.9 $ 2.8(1) $ 54.6(1) $ 55.1 $ 47.3 $ 40.4 $ 34.1
======= ======= ======= ======= ======= ======= =======
Basic earnings per share................. $ 0.63 $ 0.11(1) $ 2.15(1) $ 2.18 $ 1.87 $ 1.57 $ 1.50
Diluted earnings per share............... 0.62 0.11(1) 2.13(1) 2.17 1.87 1.57 1.50
Cash dividends per share................. 0.06 0.05 0.23 0.20 0.17 0.16 0.08
Weighted average diluted shares (in
thousands)............................. 25,505 25,629 25,604 25,410 25,292 25,728 22,736
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31,
MARCH 31, --------------------------------------------------------------
1998 1997 1996 1995 1994 1993
----------- ---------- ---------- ---------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Invested assets................. $ 3,973.6 $ 3,634.0 $ 2,272.0 $ 1,405.5 $ 1,016.6 $ 920.6
Total assets.................... 5,074.9 4,673.6 2,893.7 1,989.9 1,394.3 1,249.6
Policy liabilities.............. 3,994.0 3,558.7 2,068.6 1,408.3 1,043.9 886.5
Long-term debt.................. 107.0 106.8 106.5 -- -- --
Total debt...................... 117.0 106.8 106.5 -- -- --
Stockholders' equity............ 521.1 499.3 425.6 376.9 276.8 279.4
OTHER FINANCIAL DATA:
Assumed ordinary life
reinsurance business in
force......................... $253,434.7 $227,259.7 $168,339.3 $153,861.2 $142,374.0 $114,666.4
Assumed new business
production.................... 32,164.4 75,861.9 37,905.5 35,997.7 43,203.3 24,670.7
Book value per share(2)......... $17.72 $17.14 $15.60 $13.63 $11.87 $10.71
Statutory capital and
surplus(3).................... 267.7 274.6 277.2 249.4 232.7 240.5
Return on equity, as
adjusted(4)................... 13.9% 15.7% 14.6% 14.6% 13.7% 12.0%
</TABLE>

(footnotes appear on following page)

9
<PAGE> 13

- -------------------------
(1) Includes the effect of the $18.0 million charge for accident and health
insurance pool reserve increase. For the year ended December 31, 1997,
excluding the effect of the charge, income before taxes and minority
interest, net income, basic earnings per share, and diluted earnings per
share would have been $102.1 million, $65.0 million, $2.55 per share and
$2.53 per share, respectively.

(2) Book value per share is calculated by dividing end of period stockholders'
equity (excluding unrealized investment gains and losses) by end of the
period common shares outstanding.

(4) Return on equity, as adjusted, is calculated by dividing net income
(excluding the accident and health pool charge in 1997 and realized
investment gains) by average stockholders' equity for the period (which is
the simple average of beginning and end of the period stockholders' equity
excluding unrealized investment gains and losses).

10
<PAGE> 14

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the "Selected
Consolidated Financial Data' included elsewhere in this Prospectus and the
Consolidated Financial Statements of the Company (and the Notes thereto)
incorporated by reference in this Prospectus. On August 29, 1997, RGA effected a
three-for-two stock split on the Voting Common. All share information is
presented herein on a post-split basis, except where otherwise indicated. See
"Cautionary Statement Regarding Forward-Looking Statements."

OVERVIEW

The Company derives revenues primarily from renewal premiums from existing
reinsurance treaties, new business premiums from existing or new reinsurance
treaties, and income earned on invested assets, as well as direct insurance
premiums from its Latin American subsidiaries.

The Company's primary business is life reinsurance, which involves
reinsuring life insurance policies that are often in force for the lifetime of
the underlying individual insureds, with premiums earned typically over a period
of 10 to 30 years. Each year, however, a portion of the business under existing
treaties terminates due to, among other things, voluntary surrenders of
underlying life insurance policies, lapses of underlying policies, deaths of
underlying insureds, and the exercise of recapture options.

Most of the Company's existing life reinsurance treaties provide for
contractual increases in premium rates. These premium increases are constructed
to offset expected increases in claims associated with insureds' advancing ages.
New business premiums during each of the last three years have contributed more
than $120.0 million to total net premiums for each period. "New business" refers
to reinsurance resulting from newly issued underlying policies or blocks of
existing business, regardless of whether the reinsurance is associated with new
or existing treaties.

Insurance in force for the Company increased $26.1 billion to $253.4
billion at March 31, 1998, from $227.3 billion at December 31, 1997. New
business production for the three months ended March 31, 1998, totaled $32.2
billion, compared to $10.0 billion for the three months ended March 31, 1997.
New business production for 1997 totaled $75.9 billion compared to $37.9 billion
in 1996 and $36.0 billion in 1995. Significant growth in new business in U.S.
and Latin American operations contributed to most of this increase.

As is customary in the reinsurance business, life insurance clients
continually update, refine, and revise reinsurance information provided to the
Company. Such revised information is used by the Company in the preparation of
its financial statements and the financial effects resulting from the
incorporation of revised data are reflected in income currently.

The Company's profitability primarily depends on the volume and amount of
death claims incurred. While death claims are reasonably predictable over a
period of many years, claims become less predictable over shorter periods and
are subject to fluctuation from quarter to quarter and year to year. RGA
Reinsurance has catastrophe insurance coverage issued by an insurer rated "A" by
A.M. Best that provides benefits of up to $100.0 million per occurrence for
claims involving three or more deaths in a single accident, with a deductible of
$1.5 million per occurrence. This coverage is terminable annually on 90 days
notice and is ultimately provided through a pool of eighteen unaffiliated
insurers. The Company believes such catastrophe insurance coverage is adequate
to protect it from risks of multiple deaths of lives reinsured by policies with
RGA Reinsurance in a single accident. Additionally, the Company's practice is to
limit its retention to $2.5 million on any one insured life.

The Company has foreign currency risk on business conducted in foreign
currency to the extent that the exchange rate of the foreign currency is subject
to adverse change over time. The Company's Canadian operations transact business
in Canadian dollars. The exchange rate from Canadian to U.S. currency was
0.7045, 0.6992, 0.7297, and 0.7344 at March 31, 1998, and at December 31, 1997,
1996, and 1995, respectively. The Company's Latin American operations primarily
conduct business in Chilean pesos and Argentine dollars. The exchange rate from
these currencies to the U.S. currency remained relatively stable during the
first quarter of 1998 and during 1997, 1996, and 1995. The business generated
from the Asia Pacific
11
<PAGE> 15

region is primarily denominated in U.S. dollars and Australian dollars and the
Company was not materially affected by the decline in the foreign exchange rates
within the Asia Pacific region during 1997.

The Company has four main operational segments: U.S., Canadian, other
international and accident and health. The U.S. operations provide life
reinsurance and non-traditional reinsurance to domestic clients. Non-
traditional business includes asset-intensive and financial reinsurance.
Asset-intensive products include reinsurance of stable value products,
bank-owned life insurance and annuities. The Canadian operations provide
insurers with traditional reinsurance as well as assistance with capital
management activity. The other international operations include results from
Latin American operations, Asia Pacific operations, and Market Development
operations. Other international business includes direct and reinsurance
business from a joint venture and subsidiaries in Latin America, Australia and
the United Kingdom, as well as reinsurance of life and health products through
RGA Reinsurance. The Latin American operations include direct and reinsurance
business from a joint venture and subsidiaries in Latin America as well as
traditional reinsurance of life and health products through RGA Reinsurance.
Latin American direct business is comprised primarily of Chilean single-premium
annuities and Argentine group life and universal life products. The accident and
health operations include both domestic and international reinsurance. Due to
continuing losses emanating from certain of the Company's accident and health
operations in 1997, the strategic decision was made to exit all outside-managed
accident and health pools and cease marketing accident and health business and
to place the operation into run-off. The operational segment results do not
include the corporate investment activity, general expenses and interest expense
of RGA. See "Business -- Industry Segments."

The following tables set forth selected information concerning the
Company's four main operating segments for the indicated periods.

RESULTS OF OPERATIONS

U.S. OPERATIONS
THREE MONTHS ENDED MARCH 31, 1998
(IN THOUSANDS)

BENEFITS AND EXPENSES:
Claims and other policy benefits.................. 144,468 22 -- 144,490
Interest credited................................. 10,623 23,614 -- 34,237
Policy acquisition costs and other insurance
expenses....................................... 26,211 1,042 3,120 30,373
Other operating expenses.......................... 6,382 -- -- 6,382
-------- ------- ------- --------
Total benefits and expenses.................... 187,684 24,678 3,120 215,482
-------- ------- ------- --------
Income before income taxes and minority
interest..................................... $ 22,082 $ 2,301 $ 907 $ 25,290
======== ======= ======= ========
</TABLE>

12
<PAGE> 16

U.S. OPERATIONS
THREE MONTHS ENDED MARCH 31, 1997
(IN THOUSANDS)

<TABLE>
<CAPTION>
NON-TRADITIONAL
------------------------
ASSET FINANCIAL
TRADITIONAL INTENSIVE REINSURANCE TOTAL
----------- --------- ----------- --------
<S> <C> <C> <C> <C>
REVENUES:
Net premiums...................................... $145,963 $ -- $ -- $145,963
Investment income, net of related expenses........ 24,662 9,676 -- 34,338
Realized investment gains, net.................... 100 244 -- 344
Other revenue..................................... (131) -- 4,171 4,040
-------- ------- ------- --------
Total revenues................................. 170,594 9,920 4,171 184,685
BENEFITS AND EXPENSES:
Claims and other policy benefits.................. 111,010 781 -- 111,791
Interest credited................................. 10,498 8,267 -- 18,765
Policy acquisition costs and other insurance
expenses....................................... 24,284 263 3,415 27,962
Other operating expenses.......................... 4,590 -- -- 4,590
-------- ------- ------- --------
Total benefits and expenses.................... 150,382 9,311 3,415 163,108
-------- ------- ------- --------
Income before income taxes and minority
interest..................................... $ 20,212 $ 609 $ 756 $ 21,577
======== ======= ======= ========
</TABLE>

U.S. OPERATIONS
YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS)

<TABLE>
<CAPTION>
NON-TRADITIONAL
------------------------
ASSET FINANCIAL
TRADITIONAL INTENSIVE REINSURANCE TOTAL
----------- --------- ----------- --------
<S> <C> <C> <C> <C>
REVENUES:
Net premiums...................................... $554,253 $ -- $ -- $554,253
Investment income, net of related expenses........ 98,666 55,636 -- 154,302
Realized investment gains/(losses), net........... 1,816 (1,726) -- 90
Other revenue..................................... 872 -- 25,308 26,180
-------- ------- ------- --------
Total revenues................................. 655,607 53,910 25,308 734,825
BENEFITS AND EXPENSES:
Claims and other policy benefits.................. 405,590 2,414 -- 408,004
Interest credited................................. 42,564 48,102 -- 90,666
Policy acquisition costs and other insurance
expenses....................................... 89,556 1,548 14,368 105,472
Other operating expenses.......................... 20,924 -- -- 20,924
-------- ------- ------- --------
Total benefits and expenses.................... 558,634 52,064 14,368 625,066
-------- ------- ------- --------
Income before income taxes and minority
interest..................................... $ 96,973 $ 1,846 $10,940 $109,759
======== ======= ======= ========
</TABLE>

13
<PAGE> 17

U.S. OPERATIONS
YEAR ENDED DECEMBER 31, 1996
(IN THOUSANDS)

<TABLE>
<CAPTION>
NON-TRADITIONAL
------------------------
ASSET FINANCIAL
TRADITIONAL INTENSIVE REINSURANCE TOTAL
----------- --------- ----------- --------
<S> <C> <C> <C> <C>
REVENUES:
Net premiums...................................... $486,431 $ -- $ -- $486,431
Investment income, net of related expenses........ 87,163 24,638 -- 111,801
Realized investment (losses), net................. (1,340) -- -- (1,340)
Other revenue..................................... (564) -- 16,957 16,393
-------- ------- ------- --------
Total revenues................................. 571,690 24,638 16,957 613,285
BENEFITS AND EXPENSES:
Claims and other policy benefits.................. 360,081 -- -- 360,081
Interest credited................................. 34,168 20,224 -- 54,392
Policy acquisition costs and other insurance
expenses....................................... 80,667 3,044 12,841 96,552
Other operating expenses.......................... 17,768 -- -- 17,768
-------- ------- ------- --------
Total benefits and expenses.................... 492,684 23,268 12,841 528,793
-------- ------- ------- --------
Income before income taxes and minority
interest..................................... $ 79,006 $ 1,370 $ 4,116 $ 84,492
======== ======= ======= ========
</TABLE>

U.S. OPERATIONS
YEAR ENDED DECEMBER 31, 1995
(IN THOUSANDS)

<TABLE>
<CAPTION>
NON-TRADITIONAL
------------------------
ASSET FINANCIAL
TRADITIONAL INTENSIVE REINSURANCE TOTAL
----------- --------- ----------- --------
<S> <C> <C> <C> <C>
REVENUES:
Net premiums....................................... $414,133 $ -- $ -- $414,133
Investment income, net of related expenses......... 73,093 866 -- 73,959
Realized investment gains, net..................... 640 -- -- 640
Other revenue...................................... (318) -- 7,742 7,424
-------- ---- ------ --------
Total revenues.................................. 487,548 866 7,742 496,156
BENEFITS AND EXPENSES:
Claims and other policy benefits................... 311,974 -- -- 311,974
Interest credited.................................. 33,023 768 -- 33,791
Policy acquisition costs and other insurance
expenses........................................ 65,526 34 6,037 71,597
Other operating expenses........................... 15,367 -- -- 15,367
-------- ---- ------ --------
Total benefits and expenses..................... 425,890 802 6,037 432,729
-------- ---- ------ --------
Income before income taxes and minority
interest...................................... $ 61,658 $ 64 $1,705 $ 63,427
======== ==== ====== ========
</TABLE>

14
<PAGE> 18

CANADIAN OPERATIONS
(IN THOUSANDS)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, YEAR ENDED DECEMBER 31,
------------------ ------------------------------
1998 1997 1997 1996 1995
------- ------- -------- ------- -------
<S> <C> <C> <C> <C> <C>
REVENUES:
Net premiums................................ $25,026 $18,835 $ 83,563 $63,118 $49,248
Investment income, net of related
expenses................................. 5,158 3,764 16,321 12,722 11,064
Realized investment gains/(losses), net..... 236 -- 109 2,419 (198)
Other revenue............................... 272 71 20,152 290 201
------- ------- -------- ------- -------
Total revenues........................... 30,692 22,670 120,145 78,549 60,315
BENEFITS AND EXPENSES:
Claims and other policy benefits............ 23,115 14,742 74,972 48,983 36,683
Interest credited........................... 245 342 1,293 287 --
Policy acquisition costs and other insurance
expenses................................. 2,855 3,169 22,411 10,161 8,087
Other operating expenses.................... 1,803 1,423 6,387 5,682 4,665
------- ------- -------- ------- -------
Total benefits and expenses.............. 28,018 19,676 105,063 65,113 49,435
------- ------- -------- ------- -------
Income before income taxes and minority
interest............................... $ 2,674 $ 2,994 $ 15,082 $13,436 $10,880
======= ======= ======== ======= =======
</TABLE>

OTHER INTERNATIONAL
THREE MONTHS ENDED MARCH 31, 1998
(IN THOUSANDS)

<TABLE>
<CAPTION>
LATIN AMERICA
---------------------- ASIA OTHER TOTAL
DIRECT REINSURANCE PACIFIC MARKETS INTERNATIONAL
------- ----------- ------- ------- -------------
<S> <C> <C> <C> <C> <C>
REVENUES:
Net premiums............................. $13,451 $13,366 $10,453 $ 406 $ 37,676
Investment income, net of related
expenses.............................. 1,582 488 420 37 2,527
Other revenue............................ 73 -- 1,535 54 1,662
------- ------- ------- ------- --------
Total revenues........................ 15,106 13,854 12,408 497 41,865
BENEFITS AND EXPENSES:
Claims and other policy benefits......... 12,116 12,284 5,553 306 30,259
Interest credited........................ 30 -- -- -- 30
Policy acquisition costs and other
insurance expenses.................... 978 372 4,837 122 6,309
Other operating expenses................. 1,628 966 1,758 1,051 5,403
Interest expense......................... -- -- 100 45 145
------- ------- ------- ------- --------
Total benefits and expenses........... 14,752 13,622 12,248 1,524 42,146
------- ------- ------- ------- --------
Income/(loss) before income taxes and
minority interest................... $ 354 $ 232 $ 160 $(1,027) $ (281)
======= ======= ======= ======= ========
</TABLE>

15
<PAGE> 19

OTHER INTERNATIONAL
THREE MONTHS ENDED MARCH 31, 1997
(IN THOUSANDS)

<TABLE>
<CAPTION>
LATIN AMERICA
---------------------- ASIA OTHER TOTAL
DIRECT REINSURANCE PACIFIC MARKETS INTERNATIONAL
------- ----------- ------- ------- -------------
<S> <C> <C> <C> <C> <C>
REVENUES:
Net premiums............................. $15,098 $ 2,668 $ 6,248 $ 63 $ 24,077
Investment income, net of related
expenses.............................. 1,140 407 326 4 1,877
Realized investment gains, net........... -- -- 15 -- 15
Other revenue............................ 14 -- -- -- 14
------- ------- ------- ------- --------
Total revenues........................ 16,252 3,075 6,589 67 25,983
BENEFITS AND EXPENSES:
Claims and other policy benefits......... 13,883 2,108 3,916 176 20,083
Interest credited........................ 15 -- -- -- 15
Policy acquisition costs and other
insurance expenses.................... 1,099 74 2,360 40 3,573
Other operating expenses................. 1,225 531 1,480 410 3,646
Interest expense......................... -- -- 115 -- 115
------- ------- ------- ------- --------
Total benefits and expenses........... 16,222 2,713 7,871 626 27,432
------- ------- ------- ------- --------
Income/(loss) before income taxes and
minority interest................... $ 30 $ 362 $(1,282) $ (559) $ (1,449)
======= ======= ======= ======= ========
</TABLE>

OTHER INTERNATIONAL
YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS)

<TABLE>
<CAPTION>
LATIN AMERICA
---------------------- ASIA OTHER
DIRECT REINSURANCE PACIFIC MARKETS TOTAL
------- ----------- ------- ------- --------
<S> <C> <C> <C> <C> <C>
REVENUES:
Net premiums.............................. $56,460 $11,730 $36,591 $ 2,170 $106,951
Investment income, net of related
expenses............................... 7,067 1,701 1,730 378 10,876
Realized investment gains, net............ -- -- 14 -- 14
Other revenue............................. 185 -- -- 332 517
------- ------- ------- ------- --------
Total revenues......................... 63,712 13,431 38,335 2,880 118,358
BENEFITS AND EXPENSES:
Claims and other policy benefits.......... 53,181 10,327 21,164 1,755 86,427
Interest credited......................... 82 -- -- -- 82
Policy acquisition costs and other
insurance expenses..................... 3,820 329 15,616 479 20,244
Other operating expenses.................. 6,553 2,962 6,119 3,680 19,314
Interest expense.......................... -- -- 468 -- 468
------- ------- ------- ------- --------
Total benefits and expenses............ 63,636 13,618 43,367 5,914 126,535
------- ------- ------- ------- --------
Income/(loss) before income taxes and
minority interest.................... $ 76 $ (187) $(5,032) $(3,034) $ (8,177)
======= ======= ======= ======= ========
</TABLE>

16
<PAGE> 20

OTHER INTERNATIONAL
YEAR ENDED DECEMBER 31, 1996
(IN THOUSANDS)

<TABLE>
<CAPTION>
LATIN AMERICA
---------------------- ASIA OTHER
DIRECT REINSURANCE PACIFIC MARKETS TOTAL
------- ----------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
REVENUES:
Net premiums............................... $41,672 $5,130 $21,066 $ 287 $68,155
Investment income, net of related
expenses................................ 3,722 1,400 1,013 -- 6,135
Realized investment (losses)/gains, net.... -- -- -- -- --
Other revenue.............................. 36 1 -- -- 37
------- ------ ------- ------- -------
Total revenues.......................... 45,430 6,531 22,079 287 74,327
BENEFITS AND EXPENSES:
Claims and other policy benefits........... 39,492 3,122 11,641 170 54,425
Interest credited.......................... 27 -- -- -- 27
Policy acquisition costs and other
insurance expenses...................... 1,379 169 9,808 52 11,408
Other operating expenses................... 4,434 1,214 4,536 1,850 12,034
Interest expense........................... -- -- 484 -- 484
------- ------ ------- ------- -------
Total benefits and expenses............. 45,332 4,505 26,469 2,072 78,378
------- ------ ------- ------- -------
Income/(loss) before income taxes and
minority interest..................... $ 98 $2,026 $(4,390) $(1,785) $(4,051)
======= ====== ======= ======= =======
</TABLE>

OTHER INTERNATIONAL
YEAR ENDED DECEMBER 31, 1995
(IN THOUSANDS)

<TABLE>
<CAPTION>
LATIN AMERICA
---------------------- ASIA OTHER
DIRECT REINSURANCE PACIFIC MARKETS TOTAL
------- ----------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
REVENUES:
Net premiums................................ $33,794 $12,292 $12,735 $ -- $58,821
Investment income, net of related
expenses................................. 2,050 986 (231) -- 2,805
Realized investment (losses)/gains, net..... -- -- -- -- --
Other revenue............................... (30) 1 -- -- (29)
------- ------- ------- ---- -------
Total revenues........................... 35,814 13,279 12,504 -- 61,597
BENEFITS AND EXPENSES:
Claims and other policy benefits............ 30,654 8,024 9,096 -- 47,774
Interest credited........................... 5 -- -- -- 5
Policy acquisition costs and other insurance
expenses................................. 2,276 90 2,392 -- 4,758
Other operating expenses.................... 3,299 1,264 2,706 -- 7,269
Interest expense............................ -- -- -- -- --
------- ------- ------- ---- -------
Total benefits and expenses.............. 36,234 9,378 14,194 -- 59,806
------- ------- ------- ---- -------
Income/(loss) before income taxes and
minority interest...................... $ (420) $ 3,901 $(1,690) $ -- $ 1,791
======= ======= ======= ==== =======
</TABLE>

17
<PAGE> 21

ACCIDENT AND HEALTH
(IN THOUSANDS)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, YEAR ENDED DECEMBER 31,
------------------- ------------------------------
1998 1997 1997 1996 1995
------- -------- -------- ------- -------
<S> <C> <C> <C> <C> <C>
REVENUES:
Net premiums............................... $26,901 $ 16,497 $ 90,692 $57,182 $47,789
Investment income, net of related
expenses................................ 433 281 1,249 1,019 730
Realized investment gains/(losses), net.... -- 3 2 2 (2)
Other revenue.............................. 331 30 1,379 666 335
------- -------- -------- ------- -------
Total revenues.......................... 27,665 16,811 93,322 58,869 48,852
BENEFITS AND EXPENSES:
Claims and other policy benefits........... 19,432 12,144 70,658 42,250 33,640
Accident and health pool charge............ -- 18,000 18,000 -- --
Policy acquisition costs and other
insurance expenses...................... 7,397 5,763 28,354 18,389 13,630
Other operating expenses................... 786 549 5,652 2,350 2,280
------- -------- -------- ------- -------
Total benefits and expenses........ 27,615 36,456 122,664 62,989 49,550
------- -------- -------- ------- -------
Income/(loss) before income taxes and
minority interest..................... $ 50 $(19,645) $(29,342) $(4,120) $ (698)
======= ======== ======== ======= =======
</TABLE>

THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO THREE MONTHS ENDED MARCH 31, 1997

Income Before Income Taxes and Minority Interest. Consolidated income
before income taxes and minority interest increased $22.0 million in the first
quarter of 1998, compared to the same period in 1997. After tax diluted earnings
per share were $0.62 for the first quarter of 1998 compared with $0.11 for the
same period in 1997. After tax consolidated net income before realized capital
gains and losses increased to $15.3 million in the first quarter of 1998 from
$2.6 million in the same period in 1997.

The increase in the U.S. operations income before income taxes and minority
interest in the first quarter of 1998 compared to the same period in 1997 was
due to increased earnings on asset-intensive business resulting from growth in
fixed-maturity securities, and continued growth in the traditional business
where premiums increased 23.6%. The decrease in the Canadian operations income
before income taxes and minority interest in the first quarter of 1998 compared
to 1997 was primarily a result of an increase in claims experience during the
first quarter of 1998 compared to the same period in 1997. The other
international operations lost $0.3 million before income taxes and minority
interest in the first quarter of 1998 compared to a $1.4 million loss in 1997.
Strong growth in the Latin America and Asia Pacific business was offset by costs
associated with the development of new business in several international
markets. During the first quarter of 1997, the Company recorded an accident and
health charge of $18.0 million, $10.4 million after-tax, to increase reserves
associated with run-off claims from certain accident and health insurance pools
in which it had formerly participated. That action was a result of management's
strategic decision to exit all outside-managed accident and health pools. As of
December 31, 1997, the Company made a strategic decision to cease marketing
accident and health business and established reserves that it believes are
sufficient to handle the run-off.

Net Premiums. Consolidated net premiums increased $64.6 million, or 31.5%,
to $270.0 million in the first quarter of 1998, compared to $205.4 million for
the same period in 1997. Renewal premiums from the existing block of business,
along with new business premiums from facultative and automatic treaties
contributed to the premium increase. Business premium levels are significantly
influenced by large transactions and reporting practices of ceding companies and
therefore fluctuate from period to period.

The U.S. operations net premiums in the first quarter of 1998 increased
23.6% to $180.4 million from the prior year, attributed to premium growth on the
existing block of business, combined with strong new business premium for blocks
of business added since the first quarter of 1997.

18
<PAGE> 22

Net premiums in the Canadian operations in the first quarter of 1998
increased 32.9% to $25.0 million in 1998. New business premiums decreased $1.2
million, while renewal premiums increased $7.4 million compared to the first
quarter of 1997. The first quarter typically includes a large amount of renewal
premium. Several of the treaties processed related to closed blocks of calendar
year new and renewal business with large renewal premiums resulting from the
strong production in December 1997. The first year premium decline was primarily
the result of strong new business production in December 1996, which increased
the first year premiums for the first quarter of 1997.

The Company's other international operations reported premiums of $37.7
million for the first quarter of 1998 compared to $24.1 million for the same
period in 1997. The 1998 premiums represented approximately $26.8 million from
Latin America, of which approximately $13.5 million was direct premium generated
in Argentina and Chile. Latin American premiums grew 50.9%, which resulted from
continued growth in Chilean single premium annuities and universal life business
in Argentina, as well as reinsurance on privatized pensions in Argentina. The
Asia Pacific operations and other markets generated $10.9 million of premiums,
predominantly through the Hong Kong contact office and Australia. Primarily as a
result of the new business generated in Australia, the Asia Pacific premiums in
the first quarter of 1998 grew 67.3% compared to the same period in the prior
year.

Accident and health operations net premiums increased 63.1% to $26.9
million in the first quarter of 1998. The increase resulted from premiums on new
contracts initiated and the renewal of existing contracts in the second half of
1997. Although the decision was made to exit all outside-managed accident and
health pools and to cease marketing accident and health business and to place
the operation into run-off at the end of 1997, several new contracts were
previously executed with an effective date of January 1, 1998. It is anticipated
that accident and health premiums will decrease in each of the next several
years. The Company estimates that future accident and health premiums compared
to 1997 premiums will remain level in 1998. On an annual basis, premiums are
expected to decrease, compared to each preceding year, by approximately 20%,
70%, 90% and 100% during 1999, 2000, 2001 and 2002, respectively.

Net Investment Income. Consolidated net investment income increased 52.2%
to $63.7 million, in the first quarter of 1998 from the same period in 1997. The
cost basis of fixed maturity securities increased $1.1 billion from the first
quarter of 1997. The increase in invested assets was a result of an increase in
operating cash flows and reinsurance transactions involving deposits for
asset-intensive products from ceding companies, primarily stable value product
deposits. The Company's stable value reinsurance is assumed from General
American, which indirectly owns approximately 64% of RGA's Voting Common. See
"Principal Stockholders." The amount of future reinsurance of the stable value
product is dependent on General American's claims-paying rating. The average
earned yield on the consolidated investment portfolio decreased to 7.06% for the
first quarter of 1998 compared to 7.22% for the same period in 1997. This
decrease in overall yield reflected the increase in assets supporting the stable
value reinsurance product that are generally of a shorter duration and carry a
lower average yield and the overall decrease in interest rates. Earnings
credited and paid to ceding companies are included in interest credited.

Realized Investment Gains/(Losses), Net. Consolidated net realized
investment gains increased $0.5 million to $0.9 million in the first quarter of
1998 from $0.4 million for the same period in the prior year. Net realized
investment gains resulted from normal activity within the Company's investment
portfolios.

Other Revenue. Consolidated other revenue increased $2.4 million in the
first quarter of 1998 to $6.6 million. Other revenue includes items such as
profit and risk fees associated with financial reinsurance, treaty recapture
fees as well as earnings in unconsolidated subsidiaries, management fee income,
and other miscellaneous income. During 1998, financial reinsurance treaties in
the U.S. operations resulted in $3.4 million in financial reinsurance fees which
were partially offset by $3.1 million of fees paid to retrocessionaires,
included in policy acquisition costs and other insurance expenses. During March
1998, the Asia Pacific operations completed a financial reinsurance transaction
that resulted in $1.3 million in financial reinsurance fee revenue which was
partially offset by fees paid to retrocessionaires. The Company's strategy
involves the assumption and subsequent retrocession of most of these financial
reinsurance treaties which resulted in amounts of $128.2 million and $132.2
million being included in other reinsurance assets and

19
<PAGE> 23

liabilities, respectively, on the Company's consolidated balance sheets at March
31, 1998. Other revenue also included $0.8 million and $0.3 million in earnings
in unconsolidated subsidiaries for the first quarter of 1998 and 1997,
respectively.

Claims and Other Policy Benefits. Consolidated claims and other policy
benefits increased 36.9% to $217.3 million, in the first quarter of 1998. For
the first quarter of 1998, total claims and other policy benefits represented
80.5% of total net premiums compared to 77.3% for the same period in 1997. This
fluctuation was primarily a result of higher benefits and reserves in the U.S.
and Canadian operations in the first quarter of 1998 compared to the same period
in 1997. The Company expects mortality to fluctuate somewhat from period to
period but believes it is fairly constant over longer periods of time. The
Company continues to monitor mortality trends to determine the appropriateness
of reserve levels.

U.S. operations claims and other policy benefits increased 29.3% in the
first quarter of 1998, primarily as a result of increases from new business
production and higher claims experience during such period compared to the same
period in 1997. Claims and other policy benefits as a percentage of net premiums
increased to 80.1% in the first quarter of 1998 from 76.6% in the same period in
1997. This fluctuation was due to an increase in death claims as well as
reserves established for new blocks of business.

Canadian operations claims and other policy benefits increased 56.8% in the
first quarter of 1998. Claims and other policy benefits as a percentage of net
premiums increased to 92.4% to $23.1 million in the first quarter of 1998 from
78.3% in the same period in 1997. The increase as a percent of premiums was
primarily due to reserves established for new and renewal business.

The claims and other policy benefits of the other international business in
the first quarter of 1998 increased $10.2 million from the same period in the
prior year. This increase was primarily the result of reserve and policyholder
benefit increases on business from Latin American ventures and blocks of
mortality risk reinsurance of $8.4 million. These reserve increases resulted
from new business and the continued growth in the Latin American single premium
immediate annuity business in the first quarter of 1998. The Asia Pacific
operations reflected an increase of $1.6 million resulting primarily from new
business written in Australia.

Accident and health operations claims and other policy benefits increased
60.0% in the first quarter of 1998. The claims and other policy benefits for the
first quarter of 1997 do not include the $18.0 million, or $10.4 million
after-tax, accident and health pool charge taken during the first quarter of
1997, which is separately disclosed on the income statement. As a percentage of
net premiums, claims and other policy benefits decreased to 72.2% in the first
quarter of 1998 from 73.6% in the same period of 1997. The accident and health
operations reserves are subject to volatility due to the nature of risk covered
which is primarily accident risk. Reserves are calculated based upon current
information including industry estimates for certain aviation accidents. In
1997, the Company made the decision to exit all outside-managed health pools and
to cease marketing accident and health business and to place the business into
run-off.

Interest Credited. Consolidated interest credited increased $15.4 million
in the first quarter of 1998 to $34.5 million. Interest credited represents
amounts credited on the Company's asset-intensive and universal life type
products. Asset-intensive products include stable value operations, bank-owned
life insurance and annuity products. These products are primarily written in the
U.S. operations, while the Canadian operations have a small annuity block of
business and the Latin American operations have a direct universal life product
developing in Argentina. The increase in interest credited was primarily a
result of an increase of approximately $185.0 million in deposits related to
asset-intensive reinsurance from ceding companies for the first quarter of 1998
compared to the same period in 1997.

Policy Acquisition Costs and Other Insurance Expenses. Consolidated policy
acquisition costs and other insurance expenses, consisting primarily of
allowances, increased 16.0%, to $46.9 million in the first quarter of 1998. As a
percentage of net premiums, consolidated policy acquisition costs and other
insurance expenses decreased to 17.4% in the first quarter of 1998 from 19.7%
during the same period in 1997. This resulted from a change in business mix from
coinsurance to yearly renewable term reinsurance and the addition of larger
blocks of Canadian business at the end of 1997 that do not have significant
commission costs associated with

20
<PAGE> 24

the business. Overall, policy acquisition costs and other insurance expenses
continue to fluctuate with business volume and changes in product mix from
period to period.

Policy acquisition costs and other insurance expenses as a percentage of
net premiums for the U.S. operations decreased to 16.8% in the first quarter of
1998 from 19.2% during the same period in 1997. Within the U.S. operations,
policy acquisition costs and other insurance expenses as a percentage of net
premiums for traditional business decreased to 14.5% in the first quarter of
1998 from 16.6% during the same period in 1997. This was due primarily to new
business added during 1998 which was primarily yearly renewable term products
which do not have a high level of commissions associated with the premiums. The
financial reinsurance business within the U.S. operations reflects fees of
approximately $3.1 million paid to retrocessionaires during 1998, which
represented a partial offset to the fees collected that were reflected as other
revenues.

In the Canadian operations, policy acquisition costs and other insurance
expenses as a percentage of net premiums decreased to 11.4% in the first quarter
of 1998, from 16.8% during the same period in 1997. The decrease was primarily
due to the large blocks of business added at the end of 1997 that do not have
significant commission costs associated with the business. In addition, there
was more reinsurance of yearly renewable term products during the second half of
1997 and first quarter of 1998 compared to the first quarter of 1997. This shift
in reinsurance method resulted in fewer commissions as a percent of net premiums
for the first quarter of 1998 compared to the first quarter of 1997.

Other international operations policy acquisition cost and other insurance
expenses as a percentage of net premiums increased to 16.7% in the first quarter
of 1998 from 14.8% during the same period in 1997. These percentages fluctuate
due to the timing of client company reporting and variations in the mixture of
business being written within the Latin American and Asia Pacific operations. In
addition, the financial reinsurance business within the Asia Pacific operations
reflects fees of approximately $0.6 million paid to retrocessionaires during the
first quarter of 1998, which represented a partial offset to the fees collected
that were reflected as other revenues.

Accident and health segment policy acquisition costs and other insurance
expenses as a percentage of net premiums decreased to 27.5% in the first quarter
of 1998 from 34.9% during the same period in 1997. The decrease will fluctuate
resulting from changes in the mixture of business within the accident and health
operations.

Other Operating Expenses. Consolidated other operating expenses increased
$4.9 million in the first quarter of 1998. The overall increase in operating
expenses was attributed to planned increases associated with the ongoing growth
of the Company, of which other international operations operating expenses
comprised $1.8 million of the increase in the first quarter of 1998.

Interest Expense. Consolidated interest expense during the first quarter
of 1998 related to the 7 1/4% Senior Notes issued in 1996 and the financing of a
portion of the Company's Australian reinsurance operations, RGA Australian
Holdings Pty Limited ("Australian Holdings") and interest paid on an operating
line of credit. Interest cost for the first quarter of 1998 and the first
quarter of 1997 was $2.0 million and $1.9 million, respectively. Interest
related to the Senior Notes was $1.9 million in the first quarter of 1998 and
$1.8 million in the first quarter of 1997.

Provision for Income Taxes. Consolidated income tax expense increased $8.8
million in the first quarter of 1998 as a result of higher pre-tax income.
Income tax expense from operations before realized investment gains/(losses )
and accident and health pool charge represented approximately 35.7% and 36.3% of
pre-tax income for the first quarters of 1998 and 1997, respectively. The
Company calculated a tax benefit of $7.6 million on the $18.0 million accident
and health reserve adjustment recorded in the first quarter of 1997.

YEAR ENDED DECEMBER 31, 1997 COMPARED TO YEAR ENDED DECEMBER 31, 1996

Income Before Income Taxes and Minority Interest. Consolidated income
before income taxes and minority interest decreased 3.4% in 1997. Diluted
earnings per share were $2.13 for 1997 compared with $2.17 for 1996. After tax
consolidated net income before realized capital gains and losses decreased
slightly to

21
<PAGE> 25

$54.4 million in 1997 from $54.6 million in 1996. During the first quarter of
1997, the Company recorded a charge of $18.0 million, $10.4 million after-tax,
to increase reserves associated with run-off claims from certain accident and
health insurance pools in which it had formerly participated. That action was a
result of management's strategic decision to exit all outside-managed accident
and health pools. The charge reflects management's intent to reserve fully for
all anticipated claim payments attributed to outside-managed accident and health
pools. Due to continuing losses emanating from certain of the Company's accident
and health operations in the third and fourth quarters of 1997, the strategic
decision was made to cease marketing accident and health business and to place
the operation into run-off at year-end. The Company established an additional
$3.0 million in reserves which it believes are sufficient to handle the run-off.
In December 1997, RGA Reinsurance was notified by the holders of minority
interests in its accident and health subsidiaries of their intent to exercise
certain put options for their 49% ownership interest. Based upon the Company's
decision to cease marketing accident and health business, the Company also
established a reserve of approximately $3.0 million against the intangible asset
that will arise related to the excess of the purchase price over the fair value
of net assets acquired when put options are exercised by certain minority
interests.

The increase in the U.S. operations income before income taxes and minority
interest in 1997 compared to 1996 was due to fees earned on reinsurance
transactions and strong premium and investment income growth of 13.9% and 38.0%,
respectively. The increase in the Canadian operations income before income taxes
and minority interest in 1997 compared to 1996 was primarily a result of strong
new business production and recapture fees earned which were partially offset by
adverse mortality experienced in 1997. The other international operations lost
$8.2 million before income taxes and minority interest in 1997 compared to $4.1
million loss in 1996. The losses in the segment were due primarily to continued
price pressure in highly competitive international markets and adverse mortality
for blocks of mortality risk reinsurance from Argentina. Additionally, costs
associated with the development of new business in several international markets
still exceed the revenue base, due to the relatively recent initiation of market
development activities. The decrease in the accident and health operations
income before income taxes and minority interest in 1997 compared to 1996 was
primarily due to the accident and health charge in the first quarter, the write
off of intangibles and establishment of additional reserves in the fourth
quarter discussed above, as well as continued adverse experience on the
remainder of the business.

Net Premiums. Consolidated net premiums increased 23.8%, to $835.5 million
in 1997. Net premiums for the U.S. operations rose 13.9% in 1997. Renewal
premiums from the existing block of business, new business premiums from
facultative and automatic treaties, and premium flows from reinsurance of larger
blocks of in force business all contributed to the premium increase. Business
premium levels are significantly influenced by large transactions and reporting
practices of ceding companies from period to period.

Net premiums in the Canadian operations increased 32.4% to $83.6 million in
1997. New business premiums increased $2.0 million, while renewal premiums
increased $18.4 million during 1997. The growth in renewal premiums reflects the
normal increase of in force business and the effect of large blocks of in force
business acquired in the fourth quarter of 1996 and retained during 1997. The
effect of changes in the foreign exchange rate during 1997 was not material.

The Company's other international operations reported premiums of $107.0
million in 1997 compared to $68.2 million in 1996. The 1997 premium represented
approximately $68.2 million from Latin America, of which approximately $56.5
million was direct premium generated in Argentina and Chile. This increase
resulted from continued growth in Chilean single premium annuities and universal
life business in Argentina. The Asia Pacific operations and other markets
generated $38.8 million of premiums, predominantly through the Hong Kong contact
office and Australia.

Accident and health operations net premiums increased 58.6% to $90.7
million in 1997. The net premiums increased primarily from business written by
the Company's domestic underwriting facility. With the decision to cease
marketing this type of business, it is anticipated that accident and health
premiums will decrease in each of the next few years. The Company estimates that
future accident and health premiums compared to 1997 premiums will remain level
in 1998. Premiums will decrease, compared to each preceding year, by
approximately 20%, 70%, 90%, and 100% during 1999, 2000, 2001 and 2002,
respectively.

22
<PAGE> 26

Net Investment Income. Consolidated net investment income increased 37.6%
in 1997. The cost basis of fixed maturity securities increased $946.7 million,
or 64.4%. The increase in invested assets was a result of an increase in
operating cash flows and reinsurance transactions involving deposits for
asset-intensive products from ceding companies, primarily stable value deposits,
of $834.3 million and $429.3 million during 1997 and 1996, respectively. The
average yield earned on investments was 7.23% in 1997 compared with 7.32% earned
in 1996. The decrease in overall yield reflected the increase in assets
supporting the stable value reinsurance product that are generally of a shorter
duration and carry a lower average yield. The asset-intensive products
investment portfolios generated approximately $55.6 million and $24.6 million of
investment income in 1997 and 1996, respectively, which was largely offset by
earnings credited and paid to ceding companies included in interest credited.

Realized Investment Gains/(Losses), Net. Consolidated net realized capital
gains decreased $0.6 million to $0.3 million in 1997. The 1997 amount included
the write down of the value of an investment by $2.5 million, which was more
than offset by capital gains within the various operating portfolios.

Other Revenue. Consolidated other revenue increased $30.0 million in 1997
to $47.4 million. Other revenue includes items such as treaty recapture fees,
profit and risk fees associated with financial reinsurance as well as earnings
in unconsolidated subsidiaries, management fee income and miscellaneous income
associated with late premium payments. During 1997, financial reinsurance
treaties resulted in $16.0 million in financial reinsurance fees which were
partially offset by fees paid to retrocessionaires of $14.4 million, included in
policy acquisition costs and other insurance expenses. The Company's strategy
involves the assumption and subsequent retrocession of these financial
reinsurance treaties which resulted in amounts of $147.2 million and $148.4
million being included in other reinsurance assets and liabilities,
respectively, on the Company's consolidated balance sheets. Other revenue also
included $9.3 million in earnings in unconsolidated subsidiaries in the U.S.
operations and a recapture fee of $20.1 million for a treaty executed in the
Canadian operations during December 1997. This recapture fee included the
recovery of acquisition costs previously deferred which have been reflected in
policy acquisition costs and other insurance expenses.

Claims and Other Policy Benefits. Consolidated claims and other policy
benefits increased 26.6% in 1997. Claims and other policy benefits as a
percentage of net premiums increased to 76.6% in 1997 from 74.9% in 1996. This
increase was primarily a result of adverse experience in the Canadian and
accident and health operations in 1997 and increasing levels of other
international business. The Company expects mortality to fluctuate somewhat from
period to period, but believes it is fairly constant over longer periods of
time. The Company continues to monitor mortality trends to determine the
appropriateness of reserve levels.

U.S. operations claims and other policy benefits increased 13.3% in 1997,
primarily as a result of increases from new business production. Claims and
other policy benefits as a percentage of net premiums decreased slightly to
73.6% in 1997 from 74.0% in 1996. This decrease was due to normal short-term
fluctuations in death claims.

Canadian operations claims and other policy benefits increased 53.1% in
1997. Claims and other policy benefits as a percentage of net premiums increased
to 89.7% in 1997 from 77.6% in 1996. The increase as a percent of premiums was
primarily due to mortality results which were not as favorable as those
experienced in 1996.

The Company's other international business comprised the remaining increase
of $32.1 million from the prior year. This increase was the result of reserve
and policyholder benefit increases on business from Latin American ventures and
blocks of mortality risk reinsurance of $20.9 million. These reserve increases
resulted from new business and the continued growth in the Latin American single
premium immediate annuity business in 1997. The Asia Pacific operations
reflected an increase of $9.5 million resulting primarily from new business
written in Australia.

Accident and health operations claims and other policy benefits increased
67.2% in 1997. These claims and other policy benefits do not include the $18.0
million, $10.4 million after-tax, accident and health pool charge taken during
the first quarter of 1997, which is separately disclosed on the income
statement. As a percentage of net premiums, claims and other policy benefits
increased to 77.9% in 1997 from 73.9% in 1996. The increase as a percent of
premiums was primarily due to an increase in reserves of approximately

23
<PAGE> 27

$3.0 million during 1997 related to the Company's decision to cease marketing
these services and place the line into run-off. In addition, the segment
continued to experience adverse results in 1997. The accident and health
operations reserves are subject to volatility due to the nature of risk covered,
primarily accident risks. Reserves are calculated based upon current
information, including industry estimates for certain aviation accidents.

Interest Credited. Consolidated interest credited increased $37.3 million
in 1997 to $92.0 million. Interest credited represents amounts credited on the
Company's asset-intensive and universal life type products. Asset-intensive
products include stable value operations, bank-owned life insurance and annuity
products. Reinsurance of these products is primarily written in the U.S.
operations, while the Canadian operations have a small annuity block of business
and the Latin American operations have a direct universal life product in
Argentina. The increase in interest credited was a result of an increase in
reinsurance transactions involving deposits for asset-intensive products from
ceding companies.

Policy Acquisition Costs and Other Insurance Expenses. Consolidated policy
acquisition costs and other insurance expenses, consisting primarily of
allowances, increased 29.3%, to $176.5 million in 1997. As a percentage of net
premiums, consolidated policy acquisition costs and other insurance expenses
increased to 21.1% in 1997 from 20.2% in 1996 resulting from growth in financial
reinsurance transactions, partially offset by a change in business mix from
coinsurance to yearly renewable term reinsurance. Overall, policy acquisition
costs and other insurance expenses continue to fluctuate with business volume
and changes in product mix from period to period.

Policy acquisition costs and other insurance expenses as a percentage of
net premiums for the U.S. operations decreased to 19.0% in 1997 from 19.8% in
1996. Within the U.S. operations, policy acquisition costs and other insurance
expenses as a percentage of net premiums for traditional business decreased
slightly to 16.2% in 1997 from 16.6% in 1996. The financial reinsurance business
within the U.S. operations reflects fees of approximately $14.4 million paid to
retrocessionaires during 1997, which represented a partial offset to the fees
collected that are reflected as other revenues.

In the Canadian operations, policy acquisition costs and other insurance
expenses as a percentage of net premiums increased to 26.8% in 1997, from 16.1%
in 1996. The increase was primarily a result of the recovery of deferred
acquisition costs of approximately $9.5 million through a treaty recapture in
December 1997 which partially offsets the gross recapture fee reported as other
revenue. In addition, an increased use of coinsurance versus yearly renewable
term reinsurance in 1997 compared to 1996 resulted in higher commissions as a
percent of net premiums for 1997 compared to 1996.

Other international operations policy acquisitions costs and other
insurance expenses as a percentage of net premiums increased to 18.9% in 1997
from 16.7% in 1996. These percentages fluctuate due to the timing of client
company reporting and variations in the mixture of business being written within
the Latin American and Asia Pacific operations.

Accident and health operations policy acquisition costs and other insurance
expenses as a percentage of net premiums decreased to 31.3% in 1997 from 32.2%
in 1996. The decrease is not considered significant and will fluctuate resulting
from changes in the mixture of business within the accident and health
operations.

Other Operating Expenses. Consolidated other operating expenses increased
$13.2 million in 1997. The overall increase in operating expenses was attributed
to planned increases associated with the ongoing growth of the Company. Other
international operations operating expenses comprised $7.3 million of the
increase in 1997. The Company believes sustained growth in premiums, if
achieved, will lessen the burden of start-up expenses and expansion costs. In
addition, $3.0 million of the increase is associated with the write-off of
intangibles associated with the Company's decision to cease marketing accident
and health operations. Excluding the accident and health write-off, other
operating expenses as a percentage of total revenues decreased slightly to 4.7%
in 1997 compared to 4.8% in 1996.

Interest Expense. Consolidated interest expense during 1997 related to the
Senior Notes issued in 1996, and the financing of a portion of the Company's
Australian reinsurance operations, Australian Holdings.

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<PAGE> 28

Interest cost for 1997 and 1996 was $7.8 million and $6.2 million, respectively.
Interest related to the Senior Notes was $7.3 million in 1997 and $5.7 million
in 1996.

Provision for Income Taxes. Consolidated income tax expense decreased 9.3%
in 1997 as a result of lower pre-tax income. Income tax expense from operations
before realized investment gains/(losses) and accident and health pool charge
represented approximately 35.8% and 36.3% of pre-tax income for 1997 and 1996,
respectively. The Company calculated a tax benefit of $7.6 million on the $18.0
million accident and health reserve adjustment recorded in the first quarter of
1997.

YEAR ENDED DECEMBER 31, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1995

Income Before Income Taxes and Minority Interest. Consolidated income
before income taxes and minority interest increased 16.7% in 1996. Diluted
earnings per share were $2.17 for 1996 compared with $1.87 for 1995. After tax
consolidated net income before realized capital gains and losses increased
15.6%, to $54.6 million in 1996.

Income before income taxes and minority interest for the U.S. operations
increased to $84.5 million in 1996 due primarily to strong premium growth of
17.5% in 1996. Income before income taxes and minority interest for the Canadian
operations increased 23.5%, to $13.4 million in 1996, primarily as a result of
strong new business production and gains on investments. The other international
operations lost $4.1 million before income taxes and minority interest in 1996.
This represented approximately $2.1 million of income from Latin American
operations, offset by a loss of $4.4 million from Asia Pacific operations and
$1.8 million from other markets. The loss in the Asia Pacific operations and
other markets was attributable to the cost associated with the development of a
new operation, which more than offset the increasing premium levels during 1996.
The accident and health operations lost $4.1 million before income taxes and
minority interest in 1996 and $0.7 million in 1995. The loss in 1996 was the
result of several large claims incurred and strengthening reserves associated
with several closed blocks of business

Net Premiums. Consolidated net premiums increased 18.4%, to $674.9 million
in 1996. Net premiums for the U.S. operations rose 17.5% to $486.4 million in
1996. Renewal premiums from the existing block of business, new business
premiums from facultative and automatic treaties, and premium flows from
reinsurance of larger blocks of in force business all contributed to the premium
increase. Business premium levels are significantly influenced by large
transactions and reporting practices of ceding companies from period to period.

Net premiums in the Canadian operations increased 28.2% to $63.1 million in
1996. New business premiums increased $6.0 million, while renewal premiums
increased $7.8 million during 1996. The effect of changes in the foreign
exchange rate during 1996 was not material.

The Company's other international operations reported premiums of $68.2
million in 1996 compared to $58.8 million in 1995. The 1996 premium represented
approximately $46.8 million from Latin America, of which approximately $41.7
million was direct premium generated by business ventures in Argentina and
Chile. The remaining $21.4 million of premiums was reported from the Asia
Pacific operations and other markets, predominantly through the Hong Kong
contact office.

Accident and health operations net premiums increased 19.7% to $57.2
million in 1996. The net premiums reported from business in the United Kingdom
has more than offset premium losses incurred from cancellation of existing U.S.
treaties during 1996.

Net Investment Income. Consolidated net investment income increased 51.8%
in 1996. The cost basis of fixed maturity securities increased $650.0 million,
or 79.3%. The increase in invested assets resulted from an increase in operating
cash flows, net proceeds of $99.0 million from the 7 1/4% Senior Notes issued by
the Company during 1996, and reinsurance transactions involving deposits for
asset-intensive products from ceding companies, primarily stable value deposits,
of $429.3 million and $112.5 million during 1996 and the second half of 1995,
respectively. The average yield earned was 7.32% in 1996 compared with 7.63%
earned in 1995. The decrease in overall yield reflected the increase in assets
supporting the stable value reinsurance product that are of a shorter duration
and carry a lower average yield. The asset-intensive investment portfolio

25
<PAGE> 29

generated $24.6 million of investment income in 1996, which was largely offset
by earnings credited and paid to ceding companies included in interest credited.

Realized Investment Gains/(Losses), Net. Consolidated net realized capital
gains increased $0.9 million to $0.9 million in 1996. This was primarily the
result of repositioning the Company's Canadian operating portfolio to achieve a
better duration match for the assets and liabilities.

Other Revenue. Consolidated other revenue increased $9.4 million in 1996 to
$17.4 million. Other revenue includes items such as recapture fees, profit and
risk fees associated with financial reinsurance as well as earnings in
unconsolidated subsidiaries, management fee income and miscellaneous income
associated with late premium payments. During 1996, financial reinsurance
treaties resulted in $14.7 million in financial reinsurance fees which were
partially offset by fees paid to retrocessionaires of $12.8 million, included in
policy acquisition costs and other insurance expenses. Other revenue also
included $2.2 million in earnings in unconsolidated subsidiaries. The Company's
strategy involves the assumption and subsequent retrocession of these financial
reinsurance treaties which resulted in $148.7 million and $137.0 million being
included in other reinsurance assets and liabilities, respectively, on the
Company's consolidated balance sheet as of December 31, 1996.

Claims and Other Policy Benefits. Consolidated claims and other policy
benefits increased 17.6%, to $505.7 million in 1996. Consolidated claims and
other policy benefits as a percentage of net premiums decreased slightly to
74.9% in 1996, from 75.5% in 1995. This decrease was primarily a result of
changes in the mix of business during 1996. The Company expects mortality to
fluctuate somewhat from period to period, but believes it is fairly constant
over longer periods of time. The Company continues to monitor mortality trends
to determine the appropriateness of reserve levels. This fluctuation is due to
normal short-term fluctuations in death claims.

U.S. operations claims and other policy benefits increased 15.4% in 1996.
However, claims and other policy benefits as a percentage of net premiums
decreased to 74.0% in 1996 from 75.3% in 1995. This increase was due to normal
short-term fluctuations in death claims.

Canadian operations claims and other policy benefits increased 33.5% in
1996. Claims and other policy benefits as a percentage of net premiums increased
to 77.6% in 1996 from 74.5% in 1995. The increase was primarily due to mortality
results which were not as favorable as those experienced in 1995.

The Company's other international operations claims and other policy
benefits increased $6.7 million in 1996. This increase was the result of reserve
and policyholder benefit increases on business from Latin American ventures and
blocks of mortality risk reinsurance of $3.9 million. These reserve increases
resulted from new business and the change in product mix in the Latin American
division to more single premium immediate annuity business in 1996. The Asia
Pacific operations reflected an increase of $2.5 million. This increase is the
result of new business written, partially offset by refinements in reserve
calculations.

Accident and health operations claims and other policy benefits increased
25.6% in 1996. As a percentage of net premiums, claims and other policy benefits
increased to 73.9% in 1996, from 70.4% in 1995. The increase was primarily due
to overall strengthening of claim liabilities on several closed blocks of
business. The accident and health operations reserves are subject to volatility
due to the nature of risk covered, primarily accident risks and reporting lags
which are normal for the industry. Reserves are calculated based upon current
information, including industry estimates for certain aviation accidents.

Interest Credited. Consolidated interest credited increased $20.9 million
in 1996 to $54.7 million. Interest credited represents amounts credited on the
Company's asset-intensive and universal life type products. Asset-intensive
products include stable value operations, bank-owned life insurance and annuity
products. Reinsurance on these products is primarily written in the U.S.
operations, while the Canadian operations have a small annuity block of business
and the Latin American operations have a direct universal life product in
Argentina. The increase in interest credited was a result of an increase in
reinsurance transactions involving deposits for asset-intensive products from
ceding companies.

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<PAGE> 30

Policy Acquisition Costs and Other Insurance Expenses. Consolidated policy
acquisition costs and other insurance expenses, consisting primarily of
allowances, increased 39.2%, to $136.5 million in 1996. As a percentage of net
premiums, policy acquisition costs and other insurance expenses increased to
20.2% in 1996 from 17.2% in 1995 resulting from growth in financial reinsurance
transactions, partially offset by a change in business mix from coinsurance to
yearly renewable term reinsurance. Overall, policy acquisition costs and other
insurance expenses continue to fluctuate with business volume and changes in
product mix from period to period.

Policy acquisition costs and other insurance expenses as a percentage of
net premiums for the U.S. operations increased to 19.8% in 1996 from 17.3% in
1995. Within the U.S. operations, policy acquisition costs and other insurance
expenses as a percentage of net premiums for traditional business increased
slightly to 16.6% in 1996 from 15.8% in 1995. The financial reinsurance business
within the U.S. operations reflects fees of approximately $12.8 million paid to
retrocessionaires, which represents an offset to the fees collected that are
reflected as other revenues.

In the Canadian operations, policy acquisition costs and other insurance
expenses as a percentage of net premiums decreased to 16.1% in 1996, from 16.4%
in 1995. The decrease was a result of several factors, including the mix of
business written during the past several years which continued to transition to
a yearly renewable term basis from a coinsurance basis. Business written on a
yearly renewable term basis has significantly lower commissions than business
written on a coinsurance basis.

Other international operations policy acquisition costs and other insurance
expenses as a percentage of net premiums increased to 16.7% in 1996 from 8.1% in
1995. These percentages fluctuate due to the timing of client company reporting
and the continuing refinement of deferred acquisition cost and policy benefit
reserve calculations.

Accident and health operations policy acquisition costs and other insurance
expenses as a percentage of net premiums increased to 32.2% in 1996 from 28.5%
in 1995. The increase was a result of a continued transition in the mix of
business during 1996. During 1996, a larger percentage of business continued to
be written on a quota share basis resulting in higher commissions.

Other Operating Expenses. Consolidated other operating expenses increased
$8.3 million in 1996. The overall increase in operating expenses was attributed
to planned increases associated with the ongoing growth of the Company, of which
other international operations operating expenses comprised $4.8 million of the
increase. Other operating expenses as a percentage of total revenues remained
relatively stable at 4.8% compared to 4.7% in 1995.

Interest Expense. Consolidated interest expense during 1996 related to the
issuance of $100.0 million of Senior Notes by RGA on March 19, 1996, and the
financing of a portion of the Company's Australian reinsurance operations,
Australian Holdings. Interest cost for 1996 was $6.2 million with $5.7 million
related to Senior Notes.

Provision for Income Taxes. Consolidated income tax expense increased 16.7%
in 1996 as a result of higher pre-tax income. The Company's effective tax rate
was 36.4% for 1996 and 1995.

LIQUIDITY AND CAPITAL RESOURCES

RGA is a holding company which has as its principal assets interests in its
subsidiaries. RGA's liquidity, including the amount of dividends and interest
and principal payments that the Company can pay, will depend in part on the
operations of its reinsurance subsidiaries. The transfer of funds from the
subsidiaries to RGA is subject to applicable insurance laws and regulations. See
"Business -- Regulation -- Restrictions on Dividends and Distributions."

In 1996, RGA issued $100.0 million of 7 1/4% Senior Notes. Interest is
payable semiannually on April 1 and October 1 with the principal amount due on
April 1, 2006. The net proceeds from the offering of approximately $98.9 million
have been utilized to finance the continuing development of the Company's
operations. Australian Holdings established a line of credit with an outstanding
balance at December 31, 1997

27
<PAGE> 31

and 1996, of $7.8 million and $7.6 million, respectively. The Company also has
access to a $25.0 million line of credit. During the first quarter of 1998,
$10.0 million was drawn upon that line. This liability is included in other
liabilities on the balance sheet at March 31, 1998.

RGA began repurchasing shares in the open market in May 1997, to enable RGA
to satisfy obligations under its stock option program. Purchases were made in
the open market from time to time, at the then prevailing market price, or
through negotiated transactions. As of December 31, 1997, 322,562 shares had
been repurchased since May 1997. RGA has not repurchased shares since December
31, 1997.

The sources of funds of RGA's operating subsidiaries consist of premiums
received from ceding insurers, investment income, and proceeds from sales and
redemption of investments. Premiums are generally received in advance of related
claims payments. Funds are applied primarily to policy claims and benefits,
operating expenses, income taxes, and investment purchases. As of March 31,
1998, and December 31, 1997, RGA Reinsurance had statutory capital and surplus
of $243.9 million and $249.3 million, respectively. The maximum amount available
for payment of dividends in 1998 by RGA Reinsurance under Missouri law, without
the prior approval of the Missouri Director of Insurance, is $24.9 million. RGA
Canada's statutory capital was $64.9 million and $64.5 million at March 31,
1998, and December 31, 1997, respectively. The maximum amount available for
dividends by RGA Canada under the Canadian Minimum Continuing Capital and
Surplus Requirements ("MCCSR") was $15.5 million at December 31, 1997. Dividend
payments from other subsidiaries and joint ventures are subject to regulations
in the country of domicile. The Company's ability to service debt and pay
dividends is dependent on operations and the receipt of dividends from
subsidiaries.

The Company's net cash flows from consolidated operating activities for the
three months ended March 31, 1998, and 1997, was $19.9 and $91.6, respectively,
and for the years ended December 31, 1997, 1996, and 1995, were $432.7 million,
$256.7 million, and $171.0 million, respectively. Because the Company's
traditional reinsurance business provides positive cash flow, the Company's
traditional reinsurance liabilities generally are not subject to
disintermediation risk, and because the reinsured treaties offer no withdrawal
options and require no return of premium if canceled or allowed to lapse, the
Company historically has had more than sufficient funds to pay claims and
expenses. The Company expects any future increase in the need for liquidity due
to relatively large policy loans or unanticipated material claim levels would be
met first by operating cash flows and then by selling fixed-maturity securities
or short-term investments.

The Company's asset-intensive products are primarily supported by
investments in fixed-maturity securities. Investment guidelines are established
to structure the investment portfolio based upon the type, duration and behavior
of products in the liability portfolio so as to achieve targeted levels of
profitability. The Company manages the asset-intensive business to provide a
targeted spread between the interest rate earned on investments and the interest
rate credited to underlying liabilities. The Company periodically reviews models
projecting different interest rate scenarios and their impact on profitability.

Effective December 31, 1993, the National Association of Insurance
Commissioners ("NAIC") adopted risk-based capital ("RBC") statutory requirements
for U.S.-based life insurance companies. These requirements measure statutory
capital and surplus needs based on the risks associated with a company's mix of
products and investment portfolio. In December 1992, guidelines on MCCSR became
effective for Canadian insurance companies. These guidelines prescribe surplus
requirements and take into account both assets and liabilities in establishing
solvency margins. At December 31, 1997, statutory capital and surplus of RGA
Reinsurance significantly exceeded all RBC thresholds and RGA Canada's capital
levels significantly exceeded any MCCSR requirements. All of the Company's
insurance operating subsidiaries exceed the minimum capital requirements in
their respective jurisdictions as of December 31, 1997. See "Business --
Regulation."

INVESTMENTS

All investments made by RGA and its subsidiaries conform to the qualitative
and quantitative limits prescribed by the applicable jurisdiction's insurance
laws and regulations. All investment portfolios are reviewed by the Board of
Directors of RGA. In addition, the investment portfolios of the international
subsidiaries are periodically reviewed by their respective Boards of Directors.
The Company's investment strategy is to maintain a predominantly
investment-grade, fixed-maturity portfolio, to provide adequate liquidity for
expected reinsurance obligations, and to maximize total return through prudent
asset

28
<PAGE> 32

management. The Company's asset/liability duration matching differs between U.S.
and Canadian operating segments. The target duration for the U.S. investments is
currently a range between four and seven years, with individual investments all
along the maturity spectrum. Based on Canadian reserve requirements, a portion
of the Canadian liabilities is strictly matched with long duration Canadian
assets, with the remaining assets invested to maximize the total rate of return,
given the characteristics of the corresponding liabilities and Company liquidity
needs. For the first quarter ended March 31, 1998 and for the year ended
December 31, 1997, the Company's earned yield on fixed-maturity securities was
7.06% and 7.23%, respectively.

The Company's fixed-maturity securities are invested primarily in U.S.
Treasuries, Canadian government securities, public and private corporate bonds,
and mortgage and asset-backed securities. As of March 31, 1998, and December 31,
1997, more than 98% of the Company's consolidated investment portfolio of fixed
maturity securities was investment-grade. Important factors in the selection of
investments include diversification, quality, yield, total rate of return
potential, and call protection. The relative importance of these factors is
determined by market conditions and the underlying product or portfolio
characteristics. Cash equivalents are invested in high-grade money market
instruments.

Private placement bonds are issued in negotiated transactions between
lenders and borrowers and are not registered with the Commission. While less
liquid than public securities, private placements often contain investment
characteristics favorable to investors, including more stringent financial
covenants, additional call protection, and higher yields than similar public
securities.

The largest asset class in which fixed maturities were invested was
mortgage-backed securities, which represented 26.1% and 24.4% of total invested
assets as of March 31, 1998, and December 31, 1997, respectively. Approximately
58% of these securities were invested in the investment portfolio supporting
stable value reinsurance. Investors are compensated primarily for reinvestment
risk rather than credit quality risk. To mitigate prepayment volatility, the
Company primarily invests in senior, intermediate, average-life tranches of
agency and whole loan collateralized mortgage obligations. All of the Company's
mortgage-backed securities are investment-grade, with an average S&P rating of
AA as of December 31, 1997.

As of March 31, 1998, and December 31, 1997, mortgage loans represented
approximately 4.7% and 4.6%, respectively, of the Company's invested assets,
which consisted of approximately $109.3 million and $91.8 million, respectively,
in U.S. mortgages and $76.1 million and $73.7 million, respectively, in Chilean
mortgage-related instruments, including real estate leasing, mortgage drafts,
and mortgage loans. The Company invests primarily in mortgages on commercial
offices and retail locations. The Company's domestic mortgage loans generally
range in size from $0.3 million to $7.3 million, with the average mortgage loan
investment as of March 31, 1998, and December 31, 1997, being approximately $3.0
million. The Company's Chilean mortgage instruments are generally less than $1.0
million, with the average less than $100,000. The mortgage loan portfolio is
diversified by geographic region and property type as discussed further in Note
4 to the Consolidated Financial Statements incorporated by reference in this
Prospectus.

As of March 31, 1998, and December 31, 1997, 11.9% and 13.2%, respectively,
of the Company's invested assets consisted of policy loans. These policy loans
present no credit risk because the amount of the loan cannot exceed the
obligation due the ceding company upon the death of the insured or surrender of
the underlying policy. The policy loan interest rates are determined by the
provisions of the treaties in force and the underlying policies. Because policy
loans represent premature distributions of policy liabilities, they have the
effect of reducing future disintermediation risk. In addition, the Company earns
a spread between the interest rate earned on policy loans and the interest rate
credited to corresponding liabilities.

The Company utilizes some derivative financial instruments to improve the
management of the investment related risks. The Company uses both
exchange-traded and customized, over-the-counter derivative financial
instruments. RGA Reinsurance has established minimum credit quality standards
for counterparties and seeks to obtain collateral or other credit supports. The
Company limits its total financial exposure to counterparties. The Company's use
of exchange-traded and customized, over-the-counter derivative financial
instruments is currently not significant.

The invested assets of RGA, RGA Reinsurance, RGA Reinsurance Company
(Barbados) Ltd. ("RGA Barbados"), Australian Holdings, and RGA Canada are
managed by Conning Asset Management Company, an indirect subsidiary of Conning
Corporation which is an indirect majority owned subsidiary of General American.
The investments of BHIF America Seguros de Vida, S.A. ("BHIF America"), RGA
Reinsurance Company Chile, S.A. ("RGA Chile"), General American Argentina
Seguros de Vida, S.A. (formerly

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<PAGE> 33

Manantial Seguros de Vida, S.A.) ("Manantial"), and RGA Holdings Limited (U.K.)
("RGA UK") were managed by the staffs of those entities.

FOREIGN CURRENCY EXPOSURE

The Company is subject to foreign currency translation, transaction, and
net income exposure. The Company generally does not hedge the foreign currency
translation exposure related to its investment in foreign subsidiaries as it
views these investments to be long-term. Translation differences resulting from
translating foreign subsidiary balances to U.S. dollars are reflected in equity.
The Company generally does not hedge the foreign currency exposure of its
subsidiaries transacting business in currencies other than their functional
currency (transaction exposure). Currently, the Company believes its foreign
currency transaction exposure is not material to the consolidated results of
operations. Net income exposure which may result from the strengthening of the
U.S. dollar to foreign currencies will adversely affect results of operations
since the income earned in the foreign currencies is worth less in U.S. dollars.
When evaluating investments in foreign countries, the Company considers the
stability of the political and currency environment. Devaluation of the currency
after an investment decision has been made will affect the value of the
investment when translated to U.S. dollars for financial reporting purposes.

INFLATION

The primary, direct effect on the Company of inflation is the increase in
operating expenses. A large portion of the Company's operating expenses consists
of salaries, which are subject to wage increases at least partly affected by the
rate of inflation. The rate of inflation also has an indirect effect on the
Company. To the extent that a government's policies to control the level of
inflation result in changes in interest rates, the Company's investment income
is affected.

YEAR 2000

Many of the Company's data processing systems require modifications to
enable them to process dates including the year 2000 and beyond. The Company has
established a plan to address the Year 2000 issue and that work is progressing
on schedule. It is anticipated that testing and resolution will be completed
according to the Company's plan. During the years of 1998 and 1999, the Company
expects to direct certain internal and external resources to the Year 2000
effort. The Company does not believe the net effect of these efforts will
materially affect the Company's consolidated financial statements during the
1998 and 1999 period. The Company also relies on information from external
parties such as ceding companies and retrocessionaires. The Company could be
adversely affected by those companies' compliance with the Year 2000 issue over
which the Company has no direct control. The Company is currently working with
its clients to identify their Year 2000 compliance positions and will follow-up
with clients on potential interface problems.

NEW ACCOUNTING STANDARDS

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive
Income," effective for years beginning after December 15, 1997. SFAS No. 130
establishes standards for reporting and display of comprehensive income and its
components (revenues, expenses, gains and losses) in a full set of
general-purpose financial statements. The most significant items of
comprehensive income are net income, the change in unrealized gains and losses
on securities, and the change in foreign currency translation. Both items
historically have been reported as a component of stockholders' equity. The
adoption of SFAS No. 130 does not affect results of operations or financial
position, but affects their presentation and disclosure. The Company has adopted
SFAS No. 130 as of January 1, 1998.

In June 1997, the Financial Accounting Standards Board issued SFAS No. 131,
"Disclosure about Segments of an Enterprise and Related Information," effective
for years beginning after December 15, 1997. SFAS No. 131 requires that a public
company report financial and descriptive information about its reportable
operating segments pursuant to criteria that differ from current accounting
practice. Operating segments, as defined, are components of an enterprise about
which separate financial information is available that is evaluated regularly by
the chief operating decision-maker in deciding how to allocate resources and in
assessing performance. The adoption of SFAS No. 131 will not affect the
Company's results of operations or financial position, but will affect the
disclosure of segment information. The Company plans to adopt SFAS No. 131
during 1998, however SFAS No. 131 need not be applied to interim financial
information in the initial year of its application.

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<PAGE> 34

BUSINESS

The following sets forth certain selected information from Item 1
"Business" contained in RGA's Annual Report on Form 10-K for the year ended
December 31, 1997, which is incorporated by reference in this Prospectus, and
does not purport to be a complete description thereof. Investors are encouraged
to review such Form 10-K for additional information regarding the Company. See
"Cautionary Statement Regarding Forward-Looking Statements."

GENERAL

RGA, through its operating subsidiaries, is one of the largest life
reinsurers in North America. At March 31, 1998, the Company had assets of $5.1
billion, stockholders' equity of $521.1 million and reinsurance in force of
$253.4 billion. The Company's core North American life reinsurance business
serves as the platform for its business strategy of further expansion into
selected domestic and international markets. Over the past five years, the
Company has produced a strong and consistent record of growth and profitability,
with revenue and net income (excluding the accident and health pool charge in
1997) growing at compound annual rates of approximately 24% and 18%,
respectively.

RGA Reinsurance has an "AA" claims paying rating from S&P and an "A+"
claims paying rating from A.M. Best. The S&P and A.M. Best claims paying ratings
are based upon an insurance company's ability to pay policyholder obligations
and are not directed toward the protection of investors. In addition, RGA has an
"A" long-term debt rating from S&P. See "-- Ratings."

The Company believes that the following trends in the insurance industry
are increasing the demand for life reinsurance.

- INCREASED CAPITAL SENSITIVITY. Regulatory environment and competitive
business pressures are causing life insurers to reinsure as a means to
(i) manage risk-based capital by shifting mortality and other risks and
distribution costs to reinsurers, (ii) release capital to pursue new
businesses, and (iii) unlock the capital supporting, and value embedded
in, non-core product lines.

Management believes that U.S. reorganizations of life insurers (such as
demutualizations) and international consolidation will continue to
increase. As reinsurance products are increasingly used to finance these
transactions and manage risk, demand for the Company's products is
expected to increase.

BUSINESS STRATEGY

The Company continues to follow its two-part business strategy to
capitalize on industry trends and to achieve its goal of producing consistent
revenue and earnings growth.

- CONTINUE GROWTH OF CORE NORTH AMERICAN BUSINESS. The Company's strategy
includes continuing to grow each of the following components of its North
American operations:

-- OTHER INTERNATIONAL. Management believes that international markets
offer substantial opportunities for growth, and has capitalized on
this opportunity by establishing a presence in selected markets. The
Company often uses its reinsurance expertise, facultative
underwriting abilities and market knowledge as it continues to enter
mature and emerging insurance markets.

REINSURANCE OVERVIEW

Reinsurance is an arrangement under which an insurance company, the
"reinsurer," agrees to indemnify another insurance company, the "ceding
company," for all or a portion of the insurance risks underwritten by the ceding
company. Reinsurance is designed to (i) reduce the net liability on individual
risks, thereby enabling the ceding company to increase the volume of business it
can underwrite, as well as increase the maximum risk it can underwrite on a
single life or risk, (ii) stabilize operating results by leveling fluctuations
in the ceding company's loss experience, (iii) assist the ceding company to meet
applicable regulatory requirements, and (iv) enhance the ceding company's
financial strength and surplus position.

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<PAGE> 36

Life reinsurance primarily refers to reinsurance of individual term life
insurance policies, whole life insurance policies, universal life insurance
policies, and joint and survivor insurance policies. Ceding companies typically
contract with more than one company to reinsure their business. Reinsurance may
be written on an indemnity or an assumption basis. Indemnity reinsurance does
not discharge a ceding company from liability to the policyholder; a ceding
company is required to pay the full amount of its insurance obligations
regardless of whether it is entitled or able to receive payments from its
reinsurers. In the case of assumption reinsurance, the ceding company is
discharged from liability to the policyholder, with such liability passed to the
reinsurer. Reinsurers also may purchase reinsurance, known as retrocession
reinsurance, to cover their own risk exposure. Reinsurance companies enter into
retrocession agreements for reasons similar to those that cause primary insurers
to purchase reinsurance.

Reinsurance may be written on a facultative basis or an automatic treaty
basis. Facultative reinsurance is individually underwritten by the reinsurer for
each policy to be reinsured, with the pricing and other terms established at the
time the policy is underwritten based upon rates negotiated in advance.
Facultative reinsurance normally is purchased by insurance companies for
medically impaired lives, unusual risks, or liabilities in excess of binding
limits on their automatic treaties.

An automatic reinsurance treaty provides that the ceding company will cede
risks to a reinsurer on specified blocks of business where the underlying
policies meet the ceding company's underwriting criteria. In contrast to
facultative reinsurance, the reinsurer does not approve each individual risk.
Automatic reinsurance treaties generally provide that the reinsurer will be
liable for a portion of the risk associated with the specified policies written
by the ceding company. Automatic reinsurance treaties specify the ceding
company's binding limit, which is the maximum amount of risk on a given life
that can be ceded automatically and that the reinsurer must accept. The binding
limit may be stated either as a multiple of the ceding company's retention or as
a stated dollar amount.

Facultative and automatic reinsurance may be written as yearly renewable
term, coinsurance, or modified coinsurance, which vary with the type of risk
assumed and the manner of pricing the reinsurance. Under a yearly renewable term
treaty, the reinsurer assumes only the mortality or morbidity risk. Under a
coinsurance arrangement, depending upon the terms of the contract, the reinsurer
may share in the risk of loss due to mortality or morbidity, lapses, and the
investment risk, if any, inherent in the underlying policy. Modified coinsurance
differs from coinsurance only in that the assets supporting the reserves are
retained by the ceding company while the risk is transferred to the reinsurer.

Generally, the amount of life reinsurance ceded under facultative and
automatic reinsurance agreements is stated on either an excess or a quota share
basis. Reinsurance on an excess basis covers amounts in excess of an agreed-upon
retention limit. Retention limits vary by ceding company and also vary by age
and underwriting classification of the insured, product, and other factors.
Under quota share reinsurance, the ceding company states its retention in terms
of a fixed percentage of the risk that will be retained, with the remainder up
to the maximum binding limit to be ceded to one or more reinsurers.

Reinsurance agreements, whether facultative or automatic, may provide for
recapture rights on the part of the ceding company. Recapture rights permit the
ceding company to reassume all or a portion of the risk formerly ceded to the
reinsurer after an agreed-upon period of time (generally 10 years), subject to
certain other conditions. Recapture of business previously ceded does not affect
premiums ceded prior to the recapture of such business.

The potential adverse effects of recapture rights are mitigated by the
following factors: (i) recapture rights vary by treaty and the risk of recapture
is a factor which is taken into account when pricing a reinsurance agreement;
(ii) ceding companies generally may exercise their recapture rights only to the
extent they have increased their retention limits for the reinsured policies;
and (iii) ceding companies generally must recapture all of the policies eligible
for recapture under the agreement in a particular year if any are recaptured,
which prevents a ceding company from recapturing only the most profitable
policies. In addition, when a ceding company increases its retention and
recaptures reinsured policies, the reserves maintained by the reinsurer to
support the recaptured portion of the policies are released by the reinsurer.

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<PAGE> 37

RATINGS

The ability of RGA Reinsurance to write reinsurance for its own account
will depend on its financial condition and its ratings. A.M. Best, an
independent insurance company rating organization, has rated RGA Reinsurance
"A+." A.M. Best's ratings are based upon an insurance company's ability to pay
policyholder obligations and are not directed toward the protection of
investors. A.M. Best's ratings for insurance companies currently range from
"A++" to "F," and some companies are not rated. Publications of A.M. Best
indicate that "A+" and "A++" ratings are assigned to those companies which, in
A.M. Best's opinion, have achieved superior overall performance when compared to
the standards established by A.M. Best and generally have demonstrated a strong
ability to meet their policyholder obligations over a long period of time. In
evaluating a company's financial strength and operating performance, A.M. Best
reviews the company's profitability, leverage, and liquidity as well as its
spread of risk, the quality and appropriateness of its reinsurance program, the
quality and diversification of its assets, the adequacy of its policy or loss
reserves, the adequacy of its surplus, its capital structure, management's
experience and objectives, and policyholders' confidence.

Additionally, RGA Reinsurance has received an "AA" rating from S&P and an
"A1" rating from Moody's Investor Services ("Moody's") for claims-paying
ability. These ratings are based upon an insurance company's ability to pay
policyholder obligations and are not directed toward the protection of
investors, and represent S&P's third highest rating and Moody's fifth highest
rating. RGA has an "A" long-term debt rating from S&P, which represents S&P's
third highest rating classification, and "A3" long-term debt rating from
Moody's, which represents Moody's third highest rating classification. A
security rating is not a recommendation to buy, sell or hold securities, it is
subject to revision or withdrawal at any time by the assigning rating
organization, and each rating should be evaluated independently of any other
rating.

CORPORATE STRUCTURE

RGA is a holding company, the principal assets of which consist of the
common stock of RGA Reinsurance and RGA International Ltd., formerly G.A.
Canadian Holdings, Ltd. ("RGA International"), as well as investments in several
other subsidiaries or joint ventures. The primary source of funds for RGA to
make dividend distributions is dividends paid to RGA by RGA Reinsurance and RGA
International, securities maintained in its investment portfolio, and its
ability to raise additional capital. RGA Reinsurance's principal source of funds
is derived from current operations. RGA International's principal source of
funds is dividends on its equity interest in RGA Canada Management Company, Ltd.
("RGA Canada Management"), whose principal source of funds is dividends paid by
RGA Canada. RGA Canada's principal source of funds is derived from current
operations.

INDUSTRY SEGMENTS

The Company's reinsurance and insurance operations are classified into four
main operational segments: U.S., Canadian, other international markets, and
accident and health. The U.S. operations provide life reinsurance and
non-traditional reinsurance to domestic clients. The Canadian operations provide
insurers with traditional reinsurance as well as assistance with capital
management activity. Other international business includes direct and
reinsurance business from a joint venture and subsidiaries in Latin America,
Australia, and the United Kingdom, as well as reinsurance of life and health
products through RGA Reinsurance. Of the other international segment, 35.7% and
52.8% of first quarter 1998 and 1997 net premiums, respectively, related to
direct insurance. The accident and health operations include both domestic and
international reinsurance.

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<PAGE> 38

The following tables set forth selected information concerning assumed
reinsurance business in force and new business volume for the Company's U.S.,
Canadian and other international segments for the indicated periods. The term
"in force" refers to face amounts or net amounts at risk and is not applicable
to the accident and health segment and the term "volume" refers to face amounts
or net amounts at risk and is not applicable to the accident and health segment.
Reinsurance business in force reflects the addition or acquisition of new
reinsurance business, offset by terminations (e.g., voluntary surrenders of
underlying life insurance policies, lapses of underlying policies, deaths of
insureds, the exercise of recapture options, changes in foreign exchange, and
any other changes in the amount of insurance in force). As a result of
terminations, assumed in force amounts at risk of $16.9 billion, $23.5 billion,
and $24.5 billion were released in 1997, 1996, and 1995, respectively.

REINSURANCE BUSINESS IN FORCE BY SEGMENT
(DOLLARS IN BILLIONS)

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------------------------------------
1997 1996 1995
--------------- --------------- ---------------
AMOUNT % AMOUNT % AMOUNT %
------ ----- ------ ----- ------ -----
<S> <C> <C> <C> <C> <C> <C>
U.S. operations................................ $171.7 75.5 $137.3 81.6 $127.9 83.1
Canadian operations............................ 27.7 12.2 22.7 13.4 17.3 11.2
Other international operations................. 27.9 12.3 8.3 5.0 8.7 5.7
------ ----- ------ ----- ------ -----
Total.......................................... $227.3 100.0 $168.3 100.0 $153.9 100.0
====== ===== ====== ===== ====== =====
</TABLE>

NEW BUSINESS VOLUME BY SEGMENT
(DOLLARS IN BILLIONS)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------------------
1997 1996 1995
--------------- --------------- ---------------
AMOUNT % AMOUNT % AMOUNT %
------ ----- ------ ----- ------ -----
<S> <C> <C> <C> <C> <C> <C>
U.S. operations................................ $50.2 66.1 $27.0 71.2 $27.7 76.9
Canadian operations............................ 8.0 10.5 6.9 18.2 4.2 11.7
Other international operations................. 17.7 23.4 4.0 10.6 4.1 11.4
----- ----- ----- ----- ----- -----
Total.......................................... $75.9 100.0 $37.9 100.0 $36.0 100.0
===== ===== ===== ===== ===== =====
</TABLE>

35
<PAGE> 39

The following table provides certain summary information regarding the
Company's industry segments for the periods indicated:

<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31, YEAR ENDED DECEMBER 31,
------------------------ --------------------------------------
1998 1997 1997 1996 1995
---------- ---------- ---------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
U.S. operations:
Net premiums..................... $ 180,375 $ 145,963 $ 554,253 $ 486,431 $ 414,133
Total revenues................... 240,772 184,685 734,825 613,285 496,156
Income before income taxes and
minority interest............. 25,290 21,577 109,759 84,492 63,427
Total assets..................... 4,060,307 2,475,374 3,730,158 2,250,654 1,559,811
Canadian operations:
Net premiums..................... $ 25,026 $ 18,835 $ 83,563 $ 63,118 $ 49,248
Total revenues................... 30,692 22,670 120,145 78,549 60,315
Income before income taxes and
minority interest............. 2,674 2,994 15,082 13,436 10,880
Total assets..................... 613,491 327,276 580,599 321,314 247,432
Other international operations:
Net premiums..................... $ 37,676 $ 24,077 $ 106,951 $ 68,155 $ 58,821
Total revenues................... 41,865 25,983 118,358 74,327 61,597
Income/(loss) before income taxes
and minority interest......... (281) (1,449) (8,177) (4,051) 1,791
Total assets..................... 300,819 187,676 267,606 170,656 103,590
Accident and health operations:
Net premiums..................... $ 26,901 $ 16,497 $ 90,692 $ 57,182 $ 47,789
Total revenues................... 27,665 16,811 93,322 58,869 48,852
Income/(loss) before income taxes
and minority interest......... 50 (19,645) (29,342) (4,120) (698)
Total assets..................... 87,749 58,694 84,839 48,818 53,656
</TABLE>

U.S. OPERATIONS

Traditional Business. The Company's U.S. life reinsurance business, which
totaled 66.8% of the first quarter 1998 net premiums and 66.3%, 72.1%, and
72.7%, of the Company's net premiums in 1997, 1996, and 1995, respectively,
consists of the reinsurance of various types of life insurance products. This
business has been accepted under many different rate scales, with rates often
tailored to suit the underlying product and the needs of the ceding company.
Premiums typically vary for smokers and non-smokers, males and females, and may
include a preferred underwriting class discount. Regardless of the premium mode
for the underlying primary insurance, reinsurance premiums are generally paid
annually. This business is made up of facultative and automatic treaty business.

In addition, several of the Company's U.S. clients have purchased life
insurance policies insuring the lives of their executives. These policies have
generally been issued to fund deferred compensation plans and have been
reinsured with the Company. As of December 31, 1997, reinsurance of such
policies was reflected in interest sensitive contract reserves of approximately
$775.5 million and policy loans of $480.2 million.

The U.S. facultative reinsurance operation involves the assessment of the
risks inherent in (i) multiple impairments, such as heart disease, high blood
pressure, and diabetes; (ii) cases involving large policy face amounts; and
(iii) financial risk cases, i.e., cases involving policies disproportionately
large in relation to the financial characteristics of the proposed insured. The
U.S. operations marketing efforts have focused on developing facultative
relationships with client companies because management believes facultative
reinsurance represents a substantial segment of the reinsurance activity of many
large insurance companies and has been an effective means of expanding the U.S.
operations automatic business. In 1997, 1996, and 1995, approximately 39.6%,
39.1%, and 38.3% respectively, of the U.S. gross premiums were written on a
facultative

36
<PAGE> 40

basis. The U.S. operations have emphasized personalized service and prompt
response to requests for facultative risk assessment.

Only a portion of approved facultative applications result in paid
reinsurance. This is because applicants for impaired risk policies often submit
applications to several primary insurers, which in turn seek facultative
reinsurance from several reinsurers; ultimately, only one insurance company and
one reinsurer are likely to obtain the business. The U.S. operations track the
percentage of declined and placed facultative applications on a client-by-client
basis and generally work with clients to seek to maintain such percentages at
levels the U.S. operations deem acceptable.

Mortality studies by RGA Reinsurance have shown that the U.S. operations
facultative mortality experience is comparable to its automatic mortality
experience relative to expected mortality rates. Because the U.S. operations
apply its underwriting standards to each application submitted to it
facultatively, the U.S. operations generally do not require ceding companies to
retain any portion of the underlying risk when business is written on a
facultative basis.

Automatic business, including financial reinsurance treaties, is generated
pursuant to treaties which generally require that the underlying policies meet
the ceding company's underwriting criteria, although a number of such policies
may be rated substandard. In contrast to facultative reinsurance, reinsurers do
not engage in underwriting assessments of the risks assumed through an automatic
treaty. Automatic business tends to be very price-competitive; however,
management believes that clients may give favorable consideration to their
existing reinsurers.

Because RGA Reinsurance does not apply its underwriting standards to each
policy ceded to it under automatic treaties, the U.S. operations generally
require ceding companies to keep their full retention when business is written
on an automatic basis, thereby increasing the ceding companies' incentives to
underwrite risks with due care and, when appropriate, to contest claims
diligently.

Non-Traditional Business. The Company also provides non-traditional
reinsurance of asset-intensive products and financial reinsurance.
Asset-intensive business includes the reinsurance of stable value products,
bank-owned life insurance, and annuities. The budget proposal recently submitted
to Congress by the Clinton Administration includes certain provisions which, if
enacted in the form proposed, would increase taxes on the owners of certain
corporate-owned and bank-owned life insurance. If these or similar proposed tax
changes were enacted into law, they could adversely affect the Company; however,
the Company does not consider the reinsurance of such policies to be a material
part of its business. The Company earns investment income on the deposits
underlying the asset-intensive products which is largely offset by earnings
credited and paid to the ceding companies. Financial reinsurance assists ceding
companies in meeting applicable regulatory requirements and enhances ceding
companies' financial strength and regulatory surplus position. The Company
provides ceding companies financial reinsurance by committing cash or assuming
insurance liabilities. Generally, such amounts are offset by receivables from
ceding companies which are supported by the future profits from the reinsured
block of business. The Company earns a return based on the amount of outstanding
reinsurance.

Customer Base. The U.S. reinsurance operation markets life reinsurance
primarily to the largest U.S. life insurance companies and had treaties with 78
of the 100 largest U.S. companies during 1997 (based upon amount of 1996 life
insurance premiums). These treaties generally are terminable by either party on
90 days written notice, but only with respect to future new business; existing
business generally is not terminable, unless the underlying policies terminate
or are recaptured. In 1997, 32 clients had annual gross premiums of $5 million
or more and the aggregate gross premiums from these clients represented
approximately 76.7% of 1997 U.S. life gross premiums.

In 1997, no U.S. client accounted for more than 10% of the Company's
consolidated gross premiums. One client, however, accounted for more than 10% of
the Company's U.S. operations gross premiums. Also, three clients ceded more
than 5% of U.S. life gross premiums. Together they ceded $167.7 million, or
24.4%, of U.S. operations gross premiums in 1997.

During 1997, $243.9 million of U.S. operations net premium related to
facultative business. The U.S. life operations accepted facultative business
from over 100 U.S. clients in 1997.

37
<PAGE> 41

Risk Management. Prior to January 1, 1996, RGA Reinsurance's practice was
to retain up to $2 million of liability on any one life for all life
reinsurance. Effective January 1, 1996, RGA Reinsurance increased this retention
limit to up to $2.5 million. RGA Reinsurance has a number of retrocession
arrangements whereby certain business in force is retroceded on a quota share or
facultative basis. All of the U.S. retrocessionaires under such arrangements
were rated "A-" or better by A.M. Best as of December 31, 1996. RGA Reinsurance
also retrocedes business to foreign reinsurers. In these instances, additional
security in the form of letters of credit or trust assets have been given by
such retrocessionaires as additional security in favor of RGA Reinsurance. The
Company also retrocedes most of its financial reinsurance business to other
insurance companies to alleviate the strain on statutory surplus created by this
business.

RGA Reinsurance has never experienced a default in connection with its
retrocession arrangements, nor has it experienced any difficulty in collecting
claims recoverable from its retrocessionaires; however, no assurance can be
given as to the future performance of such retrocessionaires or as to
recoverability of any such claims.

RGA Reinsurance has catastrophe insurance coverage issued by an insurer
rated "A" by A.M. Best as of December 31, 1996, that provides benefits of up to
$100 million per occurrence for claims involving three or more deaths in a
single accident, with a deductible of $1.5 million per occurrence. This coverage
is terminable annually on 90 days notice and is ultimately provided through a
pool of eighteen unaffiliated insurers. The Company believes such catastrophe
insurance coverage is adequate to protect the Company from the risks of multiple
deaths of lives reinsured by policies with RGA Reinsurance in a single accident.
Several large corporate plans reinsured by RGA Reinsurance cover aggregate
amounts substantially in excess of these limits, however.

Operations. During 1997, substantially all gross U.S. life business was
obtained directly, rather than through brokers. The U.S. operations have an
experienced marketing staff which works to maintain existing relationships and
to provide responsive service.

The U.S. operations auditing and accounting department is responsible for
treaty compliance auditing, financial analysis of results, generation of
internal management reports, and periodic audits of administrative practices and
records. A significant effort is focused on periodic audits of administrative
and underwriting practices, records, and treaty compliance of reinsurance
clients.

The U.S. operations claims department (i) reviews and verifies reinsurance
claims, (ii) obtains the information necessary to evaluate claims, (iii)
determines the Company's liability with respect to claims, and (iv) arranges for
timely claims payments. Claims are subjected to a detailed review process to
ensure that the risk was properly ceded, the claim complies with the contract
provisions, and the ceding company is current in the payment of reinsurance
premiums to the U.S. life operation. The claims department also investigates
claims generally for evidence of misrepresentation in the policy application and
approval process. In addition, the claims department monitors both specific
claims and the overall claims handling procedure of ceding companies.

Claims personnel work closely with their counterparts at client companies
to attempt to uncover fraud, misrepresentation, suicide, and other situations
where the claim can be reduced or eliminated. The ceding company generally
cannot contest claims made after two years of the issuance of the underlying
insurance policy. By developing good working relationships with the claims
departments of client companies, major claims or problem claims can be addressed
early in the investigation process. Claims personnel review material claims
presented to RGA Reinsurance in detail to find potential mistakes such as claims
ceded to the wrong reinsurer and claims submitted for improper amounts.

CANADIAN OPERATIONS

Canadian life reinsurance business represented 9.3% of the first quarter
1998 net premiums and 10.0%, 9.4%, and 8.6%, of RGA's net premiums in 1997,
1996, and 1995, respectively. In 1997, the Canadian life operations wrote $8.0
billion in new business. Approximately 85% of the 1997 Canadian new business was
written on an automatic basis. During 1997, the Canadian operations began
supporting preferred underwriting

38
<PAGE> 42

products, added creditor business, and began offering reinsurance of critical
illness coverage. These new products and continued growth in traditional
reinsurance have contributed to the overall increase in business.

Clients included 32 of the 40 largest Canadian life insurers in 1997 (based
upon 1995 life insurance premiums), with no single client representing more than
10% of the Company's consolidated net premium in 1997 and the two largest
clients representing less than 5% of consolidated gross premiums. The Canadian
life operations compete with a small number of individual and group life
reinsurers. The Canadian life operations compete primarily on the basis of
price, service, and financial strength.

RGA Canada's policy is to retain up to C$100,000 of individual life and up
to C$100,000 of Accidental Death and Dismemberment liability on any one life.
RGA Canada retrocedes amounts in excess of its retention mostly to RGA
Reinsurance through General American in accordance with certain retrocession
agreements which are described under Item 1 "Business -- Corporate
Structure -- Historical Review" in RGA's Annual Report on Form 10-K for the year
ended December 31, 1997, which is incorporated by reference in this Prospectus.
Retrocessions are arranged through RGA Reinsurance's retrocession pool. RGA
Canada has never experienced a default in connection with its retrocession
arrangements, nor has it experienced any difficulty in collecting claims
recoverable from its retrocessionaires. No assurance can be given, however, as
to the future performance of such retrocessionaires or as to the recoverability
of any such claims.

RGA Canada maintains a staff of 51 people at the Montreal office and eleven
people in an office in Toronto as of December 31, 1997. RGA Canada employs its
own underwriting, actuarial, claims, pricing, accounting, systems, marketing and
administrative staff.

RGA's Canadian life reinsurance business was originally conducted by
General American. General American entered the Canadian life reinsurance market
in 1978 and was primarily engaged in the retrocession business, writing only a
small amount of business with primary Canadian insurers. In April 1992, General
American, through RGA Canada, purchased the life reinsurance assets and business
of National Reinsurance Company of Canada ("National Re"), including C$26.0
million of Canadian life reinsurance gross in force premiums. National Re had
been engaged in the life reinsurance business in Canada since 1972, writing
reinsurance on a direct basis with primary Canadian insurers. Accordingly, the
acquisition represented a significant expansion of General American's Canadian
life reinsurance business.

OTHER INTERNATIONAL

The other international segment includes the Latin American operations,
Asia Pacific operations, and Market Development operations. Beginning in 1994,
the Company started various international initiatives that continued to develop
during 1997. In Chile, the Company is represented by a 50% investment in BHIF
America, a Chilean insurance company, and a 100% investment in RGA Chile, a life
reinsurance company. The Company owns 100% of Manantial, an Argentine insurance
company. In addition, RGA Reinsurance has provided reinsurance on mortality risk
reinsurance associated with the privatization of the Argentine pension system.
The Company has a presence in the Asia Pacific region with a licensed branch
office in Hong Kong and a representative office in Tokyo. The Company also
established subsidiary companies in Australia in January 1996; namely,
Australian Holdings, a wholly-owned holding company, and RGA Reinsurance Company
of Australia Limited ("RGA Australia"), a wholly-owned life reinsurance company.
In addition, RGA Reinsurance provides direct reinsurance to several companies
within the Asia Pacific region. The Company's Market Development operations
provide marketing support for operations in existing and potential future
markets.

Other international life reinsurance business represented 13.9% of the
first quarter 1998 net premiums and 12.8%, 10.1%, and 10.3% of the Company's
consolidated net premiums in 1997, 1996, and 1995, respectively. No single
client in the other international segment represented more than 10% of the
Company's consolidated net premium for 1997.

For other international business, RGA Reinsurance retains up to $2.5
million for U.S., Canadian, Australian, and New Zealand currency-denominated
business. For other currencies and based on countries

39
<PAGE> 43

with higher risk factors, RGA Reinsurance systematically reduces its retention.
The Chilean subsidiaries have a policy of ceding business in excess of
approximately $22,000, while the Argentine subsidiary cedes business in excess
of $40,000. RGA Australia has a retrocession arrangement with RGA Reinsurance in
which life risks above $100,000 Australian dollars are retroceded to RGA
Reinsurance. On an aggregate basis among all of its subsidiaries, the Company
does not retain more than $2.5 million on any one life.

BHIF America and RGA Chile maintain staffing of 30 people at the head
offices in Santiago, Chile as of December 31, 1997. Manantial maintains a staff
of 30 people in Buenos Aires, Argentina as of December 31, 1997. These
subsidiaries employ their own underwriting, actuarial, claims, pricing,
accounting, systems, marketing and administrative staff. Within Asia Pacific,
six people were on staff in the Hong Kong office, four people were on staff in
the Tokyo office, and RGA Australia maintained a staff of twelve people in
Sydney. The Hong Kong and Tokyo offices primarily provide marketing and
underwriting service to the direct life insurance companies with other service
support provided directly by RGA Reinsurance operations.

Mature insurance markets that are experiencing regulatory changes present
opportunities for the Company. For example, changes in the Australian regulatory
environment prompted RGA to establish a subsidiary there. The experience and
knowledge that RGA gained in the Canadian regulatory environment has been
valuable in Australia, which has a similar regulatory structure. RGA Australia
directly maintains its own underwriting, actuarial, claims, pricing, accounting,
systems, marketing and administration service with additional support provided
by RGA Reinsurance operations.

ACCIDENT AND HEALTH

The Company's accident and health reinsurance business represented 10.0%,
10.9%, 8.5%, and 8.4% of the Company's net premiums in the first quarter of 1998
and the years 1997, 1996, and 1995, respectively. Due to continuing losses
emanating from certain of the Company's accident and health operations in 1997,
the strategic decision was made to exit all outside-managed accident and health
pools and cease marketing accident and health business and to place the
operation into run-off. The Company estimates that future accident and health
premiums compared to 1997 premiums will remain level in 1998. Premiums will
decrease at varying rates through 2002.

For additional information regarding the Company's accident and health
reinsurance business, see Item 1 "Business -- Industry Segments" in RGA's Annual
Report on Form 10-K for the year ended December 31, 1997, which is incorporated
by reference in this Prospectus.

UNDERWRITING

FACULTATIVE

Senior management has developed underwriting guidelines, policies, and
procedures with the objective of controlling the quality of life business
written as well as its pricing. The underwriting process emphasizes close
collaboration among its underwriting, actuarial, and operations departments.
Management periodically updates these underwriting policies, procedures, and
standards to account for changing industry conditions, market developments, and
changes occurring in the field of medical technology; however, no assurance can
be given that all relevant information has been analyzed or that additional
risks will not materialize. These policies, procedures, and standards are
documented in an on-line underwriting manual.

The Company determines whether to accept facultative reinsurance business
on a prospective insured by reviewing the client company's applications and
medical requirements, and assessing financial information and any medical
impairments. Most facultative applications involve a prospective insured with
multiple impairments, such as heart disease, high blood pressure, and diabetes,
requiring a difficult underwriting assessment. To assist its underwriters in
making this assessment, RGA Reinsurance employs two full-time and one part-time
medical directors, as well as one medical consultant.

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<PAGE> 44

AUTOMATIC

Management determines whether to write automatic reinsurance business by
considering many factors, including the types of risks to be covered; the ceding
company's retention limit and binding authority, product, and pricing
assumptions; and the ceding company's underwriting standards, financial strength
and distribution systems. For automatic business, the Company endeavors to
ensure that the underwriting standards and procedures of its ceding companies
are compatible with its own underwriting standards and procedures. To this end,
the Company conducts periodic reviews of the ceding companies' underwriting and
claims personnel and procedures.

FINANCIAL REINSURANCE

The financial reinsurance provided by the Company is repaid by the future
profit stream associated with the reinsured block of business. The Company
structures its financial reinsurance transactions so that the future profits of
the underlying reinsured business are expected to exceed the amount of
regulatory surplus provided to the ceding company.

AIDS

Since 1987, the U.S. and Canadian life insurance industries have
implemented the practice of antibody blood testing to detect the presence of the
HIV virus associated with Acquired Immune Deficiency Syndrome ("AIDS"). Prior to
the onset of routine antibody testing, it was possible for applicants with AIDS
to purchase significant amounts of life insurance. Since 1987, the guidelines
used by the U.S. operations have required ceding companies to conduct HIV
testing for life insurance risks at or above $100,000. Since 1987, the accepted
Canadian industry practice is to conduct HIV testing for life insurance risks
over C$100,000.

The Company believes that the antibody test for AIDS is effective. No
assurance can be given, however, that additional AIDS-related death claims
involving insureds who test negative for AIDS at the time of underwriting will
not arise in the future. The Company believes that its primary exposure to the
AIDS risk is related to business issued before the onset of AIDS antibody
testing in 1987. Each year, this business represents a smaller portion of the
Company's reinsurance in force.

COMPETITION

The Company operates in an intensely competitive environment. Reinsurers
compete on the basis of many factors, including financial strength, pricing and
other terms and conditions of reinsurance agreements, reputation, service, and
experience in the types of business underwritten. The U.S. and Canadian life
reinsurance markets are served by numerous international and domestic
reinsurance companies. The Company believes that RGA Reinsurance's primary
competitors in the U.S. life reinsurance market are currently Transamerica
Occidental Life Insurance Company, Swiss Re Life of America, Security Life of
Denver, Life Reassurance Corporation of America, and Lincoln National
Corporation. Within the reinsurance industry, however, competition can change
from year to year. The Company believes that RGA Canada's major competitors in
the Canadian life reinsurance market are Swiss Re Life Canada and Munich
Reinsurance Company of Canada.

The other international life operations compete with subsidiaries of
several U.S. individual and group life insurers and reinsurers and other
internationally-based insurers and reinsurers, some of which are larger and have
access to greater resources than the Company. Competition is primarily on the
basis of price, service, and financial strength.

EMPLOYEES

As of December 31, 1997, the Company had 379 employees located in the U.S.,
Canada, Argentina, Chile, the United Kingdom, Hong Kong, Australia and Japan.
None of these employees are represented by a labor union. RGA believes that
employee relations at all of its subsidiaries are good.

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<PAGE> 45

REGULATION

RGA Reinsurance, RGA Canada, BHIF America, RGA Chile, Manantial, RGA
Barbados, RGA Bermuda, RGA Australia, and RGA UK are regulated by authorities in
Missouri, Canada, Chile, Argentina, Barbados, Bermuda, Australia, and the United
Kingdom, respectively. RGA Reinsurance is subject to regulations in the other
jurisdictions in which it is licensed or authorized to do business. Insurance
laws and regulations, among other things, establish minimum capital requirements
and limit the amount of dividends, distributions, and intercompany payments
affiliates can make without prior regulatory approval. Missouri law imposes
restrictions on the amounts and type of investments insurance companies like RGA
Reinsurance may hold.

GENERAL

The insurance laws and regulations, as well as the level of supervisory
authority that may be exercised by the various insurance departments, vary by
jurisdiction but generally grant broad powers to supervisory agencies or
regulators to examine and supervise insurance companies and insurance holding
companies with respect to every significant aspect of the conduct of the
insurance business, including approval or modification of contractual
arrangements. These laws and regulations generally require insurance companies
to meet certain solvency standards and asset tests, to maintain minimum
standards of business conduct, and to file certain reports with regulatory
authorities, including information concerning their capital structure,
ownership, and financial condition, and subject insurers to potential
assessments for amounts paid by guarantee funds.

RGA Reinsurance and RGA Canada are required to file annual or quarterly
statutory financial statements in each jurisdiction in which they are licensed.
Additionally, RGA Reinsurance and RGA Canada are subject to periodic examination
by the insurance departments of the jurisdictions in which each is licensed,
authorized, or accredited. The most recent examination of RGA Reinsurance by the
Missouri Department of Insurance was for the year ended December 31, 1995. The
result of this examination contained no material adverse findings. RGA Canada,
which was formed in 1992, was reviewed by the Canadian Superintendent of
Financial Institutions during 1997. The result of this examination contained no
material adverse findings.

RGA Australia is required to file a quarterly statistical return and annual
financial statement with the Insurance and Superannuation Commission of
Australia ("ISC"). RGA Australia is subject to additional reviews by the ISC on
an as required basis. In August 1997, RGA Australia was reviewed by the ISC with
no material adverse findings.

RGA Barbados is required to file an annual financial statement with the
Office of the Supervisor of Insurance of Barbados.

Manantial as a direct life insurance company is required to file annual and
quarterly statutory financial statements in Argentina which are reviewed by
external auditors and filed with the Superintendencia de Seguros de la Nacion
("Superintendencia-Argentina"). Additionally, Manantial is subject to periodic
examination by the Superintendencia-Argentina. The most recent examination by
the Superintendencia-Argentina was in March 1997. The results of this
examination were discussed with management and all adjustments were reflected
during 1997.

BHIF America and RGA Chile are required to file annual and quarterly
regulatory financial statements in Chile which are reviewed by external auditors
annually and filed with the Superintendencia de Valores y Seguros de Chile
("Superintendencia-Chile"). The most recent examination by the
Supeintendencia-Chile was during 1997. The result of this examination contained
no material adverse findings.

Although some of the rates and policy terms of U.S. direct insurance
agreements are regulated by state insurance departments, the rates, policy
terms, and conditions of reinsurance agreements generally are not subject to
regulation by any regulatory authority. The NAIC Model Law on Credit for
Reinsurance, which has been adopted in most states, imposes, however, certain
requirements for an insurer to take reserve credit for reinsurance ceded to a
reinsurer. Generally, the reinsurer is required to be licensed or accredited in
the insurer's state of domicile, or security must be posted for reserves
transferred to the reinsurer in the form of letter of credit or assets placed in
trust. The NAIC Life and Health Reinsurance Agreements Model
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<PAGE> 46

Regulation, which has been passed in most states, imposes additional
requirements for insurers to claim reserve credit for reinsurance ceded
(excluding yearly renewable term ("YRT") reinsurance and non-proportional
reinsurance). These requirements include bona fide risk transfer, an insolvency
clause, written agreements, and filing of reinsurance agreements involving in
force business, among other things.

In recent years, the NAIC and insurance regulators increasingly have been
re-examining existing laws and regulations and their application to insurance
companies. In particular, this re-examination has focused on insurance company
investment and solvency issues and, in some instances, has resulted in new
interpretation of existing law, the development of new laws, and the
implementations of non-statutory guidelines. The NAIC has formed committees and
appointed advisory groups to study and formulate regulatory proposals on such
diverse issues as the use of surplus debentures, accounting for reinsurance
transactions, and the adoption of risk-based capital rules. It is not possible
to predict the future impact of changing state and federal regulation on the
operations of RGA or its subsidiaries.

The NAIC and insurance regulators are in the process of reexamining
existing laws and regulations and their application to insurance companies. In
particular, this reexamination has focused on insurance company investment and
solvency issues and, in some instances, has resulted in new interpretations of
existing law, the development of new laws and the implementation of nonstatutory
guidelines. The NAIC has formed committees and appointed advisory groups to
study and formulate regulatory proposals on diverse issues. As part of this
review, the NAIC recently adopted the Valuation of Life Insurance Policies Model
Regulation (the "Model Regulation").

If adopted in its current form, the Model Regulation will have the greatest
impact on level term life insurance products with current premiums guaranteed
for more than five years. Companies with these products generally will have to
increase reserves above the current levels or limit the period of guaranteed
premiums to five years. The Model Regulation also will impact the reserve
requirements for other increasing premium products, deficiency reserves and
certain benefit guarantees in universal life products. The Model Regulation will
not impact the financial statements of the Company prepared in accordance with
GAAP; however, as a statutory accounting principle, the Model Regulation may
impact the statutory financial statements of the subsidiaries.

In addition to the above regulatory changes being reexamined and considered
by the NAIC, the NAIC is in the process of codifying statutory accounting
principles. The purpose of such codification is to establish a uniform set of
accounting rules and regulations for use by insurance companies in financial
report preparation in connection with financial reporting to regulatory
authorities. The Company is unable to determine what impact, if any, this
codification will have on its subsidiaries' statutory surplus requirements.

CAPITAL REQUIREMENTS

Guidelines on MCCSR became effective for Canadian insurance companies in
December 1992, and RBC guidelines promulgated by the NAIC became effective for
U.S. companies in 1993. The MCCSR risk-based capital guidelines, which are
applicable to RGA Canada, prescribe surplus requirements and take into account
both assets and liabilities in establishing solvency margins. The RBC
guidelines, applicable to RGA Reinsurance, similarly identify minimum capital
requirements based upon business levels and asset mix. Both RGA Canada and RGA
Reinsurance maintain capital levels in excess of the amounts required by the
applicable guidelines. Regulations in Chile, Argentina, Australia, Barbados and
Bermuda, also require certain minimum capital levels, and subject the companies
operating there to oversight by the applicable regulatory bodies. The Company's
subsidiaries in Chile, Argentina, Australia, Barbados, and Bermuda meet the
minimum capital requirements in their respective jurisdiction. The Company
cannot predict the effect that any proposed or future legislation or rule-making
in the countries in which the Company operates may have on the financial
condition or operations of the Company or its subsidiaries.

INSURANCE HOLDING COMPANY REGULATIONS

RGA is regulated in Missouri as an insurance holding company. The Company
is subject to regulation under the insurance and insurance holding company
statutes of Missouri. The Missouri insurance holding
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<PAGE> 47

company laws and regulations generally require insurance and reinsurance
subsidiaries of insurance holding companies to register with the Missouri
Department of Insurance and to file with the Missouri Department of Insurance
certain reports describing, among other information, their capital structure,
ownership, financial condition, certain intercompany transactions, and general
business operations. The Missouri insurance holding company statutes and
regulations also require prior approval of, or in certain circumstances, prior
notice to the Missouri Department of Insurance of certain material intercompany
transfers of assets, as well as certain transactions between insurance
companies, their parent companies and affiliates.

Under Missouri insurance laws and regulations, unless (i) certain filings
are made with the Missouri Department of Insurance, (ii) certain requirements
are met, including a public hearing, and (iii) approval or exemption is granted
by the Missouri Director of Insurance, no person may acquire any voting security
or security convertible into a voting security of an insurance holding company,
such as RGA, which controls a Missouri insurance company, or merge with such a
holding company, if as a result of such transaction such person would "control"
the insurance holding company. "Control" is presumed to exist under Missouri law
if a person directly or indirectly owns or controls 10% or more or the voting
securities of another person.

Certain state legislatures have considered or enacted laws that alter, and
in many cases increase, state regulation of insurance holding companies. In
recent years, the NAIC and state legislators have begun re-examining existing
laws and regulations, specifically focusing on insurance company investments and
solvency issues, risk-based capital guidelines, intercompany transactions in a
holding company system, and rules concerning extraordinary dividends.

Canadian federal insurance laws and regulations do not contain automatic
registration and reporting requirements applicable to insurance holding
companies, although such companies, together with all affiliates of a Canadian
insurance company, may be required to supply such information to the Canadian
Superintendent of Financial Institutions upon request.

Transactions whereby a person or entity would acquire control of or a
significant interest in, or increase (by more than an insignificant amount) its
existing interest in, a Canadian insurance company are subject to the prior
approval of the Canadian Minister of Finance. "Significant interest" in an
insurance company means the beneficial ownership of shares representing 10% or
more of a given class, while "control" of an insurance company is presumed to
exist when a person beneficially owns shares representing more than 50% of the
votes entitled to be cast for the election of directors and such votes are
sufficient to elect a majority of the directors of the insurance company. Any
transaction or series of transactions with the same person involving the
acquisition or disposition by a Canadian insurance company of assets (other than
the payment of dividends) the aggregate value of which, over a twelve-month
period, exceeds 10% of such company's total assets are also subject to the prior
approval of the Canadian Superintendent of Financial Institutions.

In addition, Canadian federal insurance laws and regulations generally
prohibit transactions between insurance companies and related parties, with
certain specified exceptions. Permitted related-party transactions must be on
terms that are at least as favorable to the insurance company as market terms
and conditions as defined in the Canadian federal insurance laws and
regulations. Reinsurance agreements pursuant to which an insurance company
causes itself to be reinsured with related parties are restricted unless (i) the
reinsurance is taken out in the ordinary course of business, and (ii) the
related party is either a Canadian insurance company or a foreign insurance
company duly registered in Canada. Reinsurance agreements pursuant to which an
insurance company reinsures risks undertaken by a related party are restricted
unless the reinsurance is taken out in the ordinary course of business.

RESTRICTIONS ON DIVIDENDS AND DISTRIBUTIONS

Current Missouri law (applicable to RGA and RGA Reinsurance) permits the
payment of dividends or distributions which, together with dividends or
distributions paid during the preceding twelve months, do not exceed the greater
of (i) 10% of statutory capital and surplus as of the preceding December 31, or
(ii) statutory net gain from operations for the preceding calendar year. Any
proposed dividend in excess of this amount is considered an "extraordinary
dividend" and may not be paid until it has been approved, or a 30-day waiting
period has passed during which it has not been disapproved, by the Missouri
Director of Insurance. In addition, dividends may be paid only to the extent the
insurer has earned surplus (as opposed to contributed

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<PAGE> 48

surplus). For example, the maximum amount available for payment of dividends in
1998 by RGA Reinsurance under Missouri law, without the prior approval of the
Missouri Director of Insurance, is $24.9 million.

In contrast to current Missouri law, the NAIC Model Insurance Holding
Company Act (the "Model Act") defines an extraordinary dividend as a dividend or
distribution which, together with dividends or distributions paid during the
preceding twelve months, exceeds the lesser of (i) 10% of statutory capital and
surplus as of the preceding December 31, or (ii) statutory net gain from
operations for the preceding calendar year. The Company is unable to predict
whether, when, or in what form Missouri will enact a new measure for
extraordinary dividends. The maximum amount available for payment on dividends
in 1998 by RGA Reinsurance under the Model Act without prior approval of the
Missouri Director of Insurance would have been $12.1 million at December 31,
1997.

In addition to the foregoing, Missouri insurance laws and regulations
require that the statutory surplus of RGA Reinsurance following any dividend or
distribution be reasonable in relation to its outstanding liabilities and
adequate to meet its financial needs. The Missouri Director of Insurance may
bring an action to enjoin or rescind the payment of a dividend or distribution
by RGA Reinsurance that would cause its statutory surplus to be inadequate under
the standards of Missouri.

Under the corporate law and regulations of New Brunswick applicable to RGA
International and RGA Canada Management, dividends may be declared and paid
unless there are reasonable grounds for believing either that the corporation
is, or would after the payment be, unable to pay its liabilities when due or
that the realizable value of its assets would be less than the aggregate of its
liabilities and stated capital of all classes. RGA Canada may not pay a dividend
if there are reasonable grounds for believing that RGA Canada is, or the payment
of the dividend would cause RGA Canada to be, in contravention of any regulation
made by the Governor in Council and the guidelines adopted by the Superintendent
of Financial Institutions respecting the maintenance by life companies of
adequate and appropriate forms of liquidity. The Canadian MCCSR guidelines
consider both assets and liabilities in establishing solvency margins, the
effect of which could limit the maximum amount of dividends that may be paid by
RGA Canada. RGA Canada's ability to declare and pay dividends in the future will
be affected by its continued ability to comply with such guidelines. Moreover,
RGA Canada must give notice to the Superintendent of Financial Institutions of
the declaration of any dividend at least ten days prior to the day fixed for its
payment. The maximum amount available for payment of dividends by RGA Canada to
RGA Canada Management under the Canadian MCCSR guidelines was $15.5 million at
December 31, 1997.

DEFAULT OR LIQUIDATION

In the event of a default on any debt that may be incurred by RGA or the
bankruptcy, liquidation, or other reorganization of RGA, the creditors and
stockholders of RGA will have no right to proceed against the assets of RGA
Reinsurance, RGA Canada, or other insurance or reinsurance company subsidiaries
of RGA. If RGA Reinsurance were to be liquidated, such liquidation would be
conducted by the Missouri Director of Insurance as the receiver with respect to
such insurance company's property and business. If RGA Canada were to be
liquidated, such liquidation would be conducted pursuant to the applicable
provisions of the Canadian federal insurance laws and regulations and to the
general laws relating to the winding-up of Canadian federal companies. In both
cases, all creditors of such insurance company, including, without limitation,
holders of its reinsurance agreements and, if applicable, the various state
guaranty associations, would be entitled to payment in full from such assets
before RGA, as a direct or indirect stockholder, would be entitled to receive
any distributions therefrom. In addition, under certain circumstances RGA may be
required to refund distributions made to it prior to commencement of the
liquidation proceedings, and, if the subsidiary were insolvent at the time of
the distribution, stockholders of RGA might likewise be required to refund
dividends subsequently paid to them.

If RGA Australia were to be liquidated, such liquidation would be conducted
pursuant to the general laws relating to winding-up of Australian insurance
companies as prescribed in the Australian Life Insurance Act 1995 and conducted
in accordance with the Corporations Law of the State or internal territory under
which RGA Australia was incorporated. The assets of RGA Australia would then be
applied by specific priority as specified in the Corporations Law of the State.
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FEDERAL REGULATION

Discussions continue in the Congress of the United States concerning the
future of the McCarran-Ferguson Act, which exempts the "business of insurance"
from most federal laws, including anti-trust laws, to the extent such business
is subject to state regulation. Judicial decisions narrowing the definition of
what constitutes the "business of insurance" and repeal or modification of the
McCarran-Ferguson Act may limit the ability of the Company, and RGA Reinsurance
in particular, to share information with respect to matters such as
rate-setting, underwriting, and claims management. It is not possible to predict
the effect of such decisions or change in the law on the operation of the
Company.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

GenAmerica Corporation and its affiliates generated less than 4.2% of U.S.
operations gross premiums in 1997, 1996, and 1995, exclusive of the retrocession
agreements between RGA Reinsurance and General American described in Item 1
"Business -- Corporate Structure," "-- Historical Review" and Item 13 "Certain
Relationships and Related Transactions" in RGA's Annual Report on Form 10-K for
the year ended December 31, 1997, which is incorporated by reference in this
Prospectus. The Company has direct policies and reinsurance agreements with
General American and certain of its subsidiaries. These agreements are
terminable by either party on 90 days' written notice with respect to new
business only. The Company received gross premiums pursuant to these agreements
of approximately $32.1 million in 1997. The stable value products reinsured by
the Company are also General American products. Deposits from stable value
products totaled approximately $483.0 million and $429.3 million during 1997 and
1996, respectively. In addition, the Company entered into annuity reinsurance
transactions during the second quarter of 1997 with Cova Financial Services Life
Insurance Company, an indirect subsidiary of GenAmerica Corporation. Deposits
related to this business were $124.4 million as of December 31, 1997.

Under separate investment advisory agreements, Conning Asset Management
Company, an indirect wholly-owned subsidiary of Conning Corporation, which is an
indirect majority-owned subsidiary of GenAmerica Corporation, manages certain
investment portfolios of RGA, RGA Reinsurance, Australia Holdings, and RGA
Barbados and services commercial mortgages on behalf of RGA Reinsurance. Each of
the investment advisory agreements is terminable by either party on 90 days'
written notice. For its services, Conning Asset Management Company receives an
annual fee of 0.09% of the average quarterly book value of the portfolios
managed and 0.22% of mortgage loans serviced. This fee is payable quarterly in
arrears. The Company made payments to Conning Asset Management Company of
approximately $1.7 million for such investment advisory services in 1997. As
part of its investment advisory services, Conning Asset Management Company also
originates commercial mortgages on behalf of RGA Reinsurance. Conning Asset
Management Company generally receives a fee associated with the origination of
such loans in the amount of 1% of the loan balance, which is paid by the
borrower. During 1997, Conning Asset Management Company originated approximately
$74.4 million of mortgage loans on behalf of RGA Reinsurance. Separate from the
investment advisory agreements, Conning & Company, an indirect wholly-owned
subsidiary of Conning Corporation, manages a series of private investment funds
in which RGA has invested from time to time. Conning & Company receives a
management fee and a specified percentage of the funds' net gains, which are
paid by the funds. RGA's investments in such funds totaled approximately $1.4
million as of December 31, 1997.

The Company conducts its business primarily from premises leased by RGA
Reinsurance from General American. RGA Reinsurance made rental payments to
General American principally for office space and equipment of approximately
$1.6 million in 1997.

RGA, RGA Reinsurance, RGA Canada and certain other subsidiaries of RGA also
are parties to various other agreements with General American, including
retrocession agreements, marketing agreements, tax allocation and tax sharing
agreements and administrative services agreements. These agreements and certain
other relationships with others are described under Item 13 "Certain
Relationships and Related Transactions" in RGA's Annual Report on Form 10-K for
the year ended December 31, 1997, which is incorporated by reference in this
Prospectus. The foregoing does not purport to be a description of all such
agreements and relationships.

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MANAGEMENT

The following table lists the directors and certain executive officers of
the Company and certain subsidiaries as indicated below:

<TABLE>
<CAPTION>
NAME AGE TITLE
---- --- -----
<S> <C> <C>
Richard A. Liddy..................... 62 Chairman of the Board of the Company
A. Greig Woodring.................... 46 President, Chief Executive Officer and Director of the
Company
David B. Atkinson.................... 45 Executive Vice President and Chief Operating Officer of
the Company
Bruce E. Counce...................... 53 Executive Vice President and Chief Corporate Operating
Officer of the Company
Jack B. Lay.......................... 44 Executive Vice President and Chief Financial Officer of
the Company
Andre St-Amour....................... 47 President and Chief Executive Officer of RGA Canada
Graham S. Watson..................... 48 Executive Vice President and Chief Marketing Officer of
the Company
J. Cliff Eason....................... 50 Director
Bernard A. Edison.................... 70 Director
Stuart I. Greenbaum.................. 61 Director
William A. Peck, M.D................. 64 Director
Leonard M. Rubenstein................ 52 Director
William P. Stiritz................... 63 Director
H. Edwin Trusheim.................... 70 Director
</TABLE>

Richard A. Liddy is Chairman of the Board of the Company. He also serves as
President, Chief Executive Officer and Chairman of the Board of General American
Life Insurance Company, and President and Chairman of GenAmerica Corporation and
General American Mutual Holding Company. From 1982 through 1988, he was Senior
Vice President and Executive Vice President of Continental Corporation, and
President, Financial Services Group of Continental Insurance Company. He is also
Chairman of the Board of General American Capital Company and The Walnut Street
Funds, Inc., each a registered investment company, and is a director of Ameren
Corporation, Brown Group, Inc., Conning Corporation and Ralston Purina Company.
Mr. Liddy is also Chairman of Cova Corporation, Paragon Life Insurance Company,
Security Equity life Insurance Company and Security Mutual Life Insurance
Company of New York, and a number of other subsidiaries and affiliates of
General American Mutual Holding Company.

A. Greig Woodring is President, Chief Executive Officer, and director of
the Company. Mr. Woodring also is an executive officer of General American Life
Insurance Company. Prior to the formation of RGA, Mr. Woodring had headed
General American's reinsurance business since 1986. He also serves as a director
and officer of a number of the Company's subsidiaries. Before joining General
American Life Insurance Company, Mr. Woodring was an actuary at United Insurance
Company.

David B. Atkinson has been Executive Vice President and Chief Operating
Officer of the Company since January 1997. He is also President and Chief
Executive Officer of RGA Reinsurance. He served as Executive Vice President and
Chief Operating Officer, U.S. Operations of the Company from 1995 to 1996 and
Executive Vice President and Chief Financial Officer from 1993 to 1994. Prior to
the formation of RGA, Mr. Atkinson served as Reinsurance Operations Vice
President of General American. Mr. Atkinson joined General American in 1987 as
Second Vice President and was promoted to Vice President later the same year.
Prior to joining General American, he served as Vice President and Actuary of
Atlas Life Insurance Company from 1981 to 1987, as Chief Actuarial Consultant at
Cybertek Computer Products from 1979 to 1981, and in a

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<PAGE> 51

variety of actuarial positions with Occidental Life Insurance Company of
California from 1975 to 1979. Mr. Atkinson also serves as a director and officer
of certain RGA subsidiaries.

Bruce E. Counce has been Executive Vice President and Chief Corporate
Operating Officer of the Company since January 1997. He served as Executive Vice
President, U.S. Traditional Reinsurance from 1993 to 1997. Prior to the
formation of RGA, Mr. Counce served as Reinsurance Sales and Marketing Vice
President for General American. After joining General American in 1967, Mr.
Counce joined the Reinsurance Division in 1980 in a sales capacity and held a
series of increasingly responsible positions leading to his current position.

Jack B. Lay is Executive Vice President and Chief Financial Officer of the
Company. Prior to joining the Company in 1994, Mr. Lay served as Second Vice
President and Associate Controller at General American. In that position, he was
responsible for all accounting and external financial reporting as well as
merger and acquisition support. Before joining General American in 1991, Mr. Lay
was a partner in the financial services practice with the St. Louis office of
KPMG Peat Marwick LLP. Mr. Lay also serves as director and officer of certain
RGA subsidiaries.

Andre St-Amour is President and Chief Executive Officer of RGA Canada and
Chief Agent for the General American Life Insurance Company Canadian Branch.
Prior to January 1995, he was President and Chief Operating Officer. Mr.
St-Amour joined RGA Canada in 1992 when the company acquired the reinsurance
business of National Re. Mr. St-Amour served as Executive Vice President, Life
Division, of National Re from 1989 to 1991. Prior to joining National Re, Mr.
St-Amour served in a variety of actuarial positions with Canadian National
Railways and Laurentian National Insurance Company.

Graham S. Watson is Executive Vice President and Chief Marketing Officer of
RGA. Upon joining RGA in 1996, Mr. Watson was President and Chief Executive
Officer of RGA Australia. Prior to joining RGA, Mr. Watson was the President and
CEO of Intercedent Limited in Canada and has held various positions of
increasing responsibility for other life insurance companies. Mr. Watson also
serves as a director and officer of certain RGA subsidiaries.

J. Cliff Eason has been the President-SBC International Operations of SBC
Communications, Inc. since March 1998. Prior to that he served as President and
Chief Executive Officer of Southwestern Bell Telephone Company since February
1996. Mr. Eason was President and Chief Executive Officer of Southwestern Bell
Communications, Inc. ("SBC") from July 1995 through January 1996; President of
Network Services of Southwestern Bell Telephone Company from July 1993 through
June 1995; and President of Southwestern Bell Telephone Company of the Midwest
from 1992 to 1993. He held various other positions with SBC and its subsidiaries
prior to 1992, including President of SBC Communications, Inc. from 1991 to
1992.

Bernard A. Edison was the President of Edison Brothers Stores, Inc. from
1968 through his retirement in 1987. He also served as a director and Chairman
of the Finance Committee of the Board of Directors of Edison Brothers Stores,
Inc. until 1989, and as director emeritus from 1989 through 1996. Mr. Edison is
also a director of Anheuser-Busch Companies, Inc., GenAmerica Corporation,
General American Life Insurance Company, and General American Mutual Holding
Company.

Stuart I. Greenbaum has been the Dean of John M. Olin School of Business at
Washington University since July 1995. Prior to such time, he spent 20 years at
the Kellogg Graduate School of Management at Northwestern University where he
was Director of the Banking Research Center and the Norman Strunk Distinguished
Professor of Financial Institutions. Mr. Greenbaum has served on the Federal
Savings and Loan Advisory Council and the Illinois Task Force on Financial
Services, and has been a consultant for the American Bankers Association, the
Bank Administration Institute, the Comptroller of the Currency, the Federal
Reserve System, and the Federal Home Loan Bank System, among others. He is also
a director of Stifel Financial Corp.

William A. Peck, M.D., has been the Executive Vice Chancellor for Medical
Affairs and Dean of the School of Medicine of Washington University since 1989.
From 1976 to 1989, he was Physician in Chief of The Jewish Hospital of St.
Louis. He is also a director of Allied Health Care Products, Inc., Angelica
Corporation, Hologic, Inc., and Magna Bancorp, Inc.
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<PAGE> 52

Leonard M. Rubenstein is Chief Executive Officer and Chairman of Conning
Corporation and its indirect subsidiary, Conning Asset Management Company, a
registered investment advisor. Conning Corporation is a majority-owned
subsidiary of General American Life Insurance Company. Conning & Company, an
indirect wholly-owned subsidiary of Conning Corporation, is one of the
representatives of the Underwriters. See "Underwriting." He served as Executive
Vice President of Investments for General American Life Insurance Company from
1991 to January 1997 and as Treasurer from 1991 to 1995. From 1984 to 1991, he
served as Vice President of General American Life Insurance Company. He is
Treasurer of General American Capital Company, a registered investment company.

William P. Stiritz has been the Chief Executive Officer, President and
Chairman of Agribrands International, Inc., which is in the animal feeds and
agricultural products business, since the company was spun-off from Ralston
Purina Company ("Ralston") on April 1, 1998. He was Chief Executive Officer and
President of Ralston from 1982 until 1997 and held various other positions with
Ralston since 1963. He is Chairman of the Board of Ralston and Ralcorp Holdings,
Inc. and is a director of Angelica Corporation, Ball Corporation, GenAmerica
Corporation, General American Life Insurance Company, General American Mutual
Holding Company, The May Department Stores Company, and Vail Resorts, Inc.

H. Edwin Trusheim retired as Chairman of General American Life Insurance
Company in 1995 where he was Chief Executive Officer until his retirement in
1992. He served as President of General American Life Insurance Company from
1979 to 1988 and was elected Chief Executive Officer in 1981 and Chairman of the
Board in 1986. He is also a director of Angelica Corporation, GenAmerica
Corporation, General American Life Insurance Company, General American Mutual
Holding Company, Laclede Gas Company, RehabCare Corporation, and Venture Stores,
Inc.

For information regarding RGA's other executive officers, see Item 10
"Directors and Executive Officers of the Registrant" in RGA's Annual Report on
Form 10-K for the year ended December 31, 1997, which is incorporated by
reference in this Prospectus.

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<PAGE> 53

PRINCIPAL STOCKHOLDERS

The following table sets forth certain stock ownership information, as of
March 31, 1998, with respect to each person known to the Company to be the
beneficial owner of 5% or more of the Company's outstanding Voting Common. The
Offering relates to Non-Voting Common and no shares of such class are currently
outstanding.

<TABLE>
<CAPTION>
VOTING COMMON
-----------------------------
SHARES
BENEFICIALLY PERCENT
NAME OF BENEFICIAL OWNER OWNED OF CLASS
------------------------ ------------ --------
<S> <C> <C>
GenAmerica Corporation
700 Market Street
St. Louis, Missouri 63101............................. 16,087,500(1) 63.8%
The Prudential Insurance Company of America
Prudential Plaza
Newark, New Jersey 07102-3777......................... 1,251,700(2) 5.0%
</TABLE>

- -------------------------
(1) GenAmerica Corporation is a wholly-owned subsidiary of General American
Mutual Holding Company ("GAMHC"). Shares beneficially owned by GenAmerica
Corporation are held by Equity Intermediary Company, a wholly-owned
subsidiary of General American Life Insurance Company ("General American").
General American is a wholly-owned subsidiary of GenAmerica Corporation. Mr.
Liddy is also a director and executive officer of GAMHC, GenAmerica
Corporation and General American, and Mr. Woodring is an executive officer
of General American. Messrs. Edison, Stiritz, and Trusheim are directors of
GAMHC, GenAmerica Corporation and General American. Mr. Rubenstein is the
Chairman and Chief Executive Officer of Conning Corporation, a
majority-owned indirect subsidiary of GenAmerica Corporation. These
individuals disclaim beneficial ownership of the shares beneficially owned
by GenAmerica Corporation.

(2) Based upon information provided to the Company by The Prudential Insurance
Company of America as of April 24, 1998. Sole voting and dispositive power
over 661,650 shares, based upon Amendment No. 4 to Schedule 13G filed by the
security holder with the Commission on February 10, 1998.

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<PAGE> 54

DESCRIPTION OF CAPITAL STOCK

The following summary is subject to the more detailed provisions of RGA's
Restated Articles of Incorporation, as amended, and RGA's Bylaws, and does not
purport to be complete and is qualified in its entirety by reference thereto.
Amendments to RGA's Restated Articles of Incorporation were approved at the
Annual Meeting of Stockholders on May 27, 1998 to increase the number of
authorized shares of Voting Common from 50,000,000 to 75,000,000 and to
authorize 20,000,000 shares of the new class of Non-Voting Common. All
references herein to RGA's Restated Articles of Incorporation refer to the
Restated Articles of Incorporation as amended on May 29, 1998.

GENERAL

The authorized capital stock of RGA consists of 75,000,000 shares of Voting
Common, par value $0.01 per share, 20,000,000 shares of Non-Voting Common, par
value $0.01 per share, and 10,000,000 shares of preferred stock, par value $0.01
per share. See "Capitalization" for information regarding the number of shares
of Voting Common outstanding and the number of shares of Non-Voting Common that
would be outstanding prior to and after completion of the Offering. See "--
Preferred Stock Purchase Rights" and "--Certain Charter and Bylaw Provisions"
for a discussion of certain provisions that may have an anti-takeover effect.

NON-VOTING COMMON

The rights, powers and limitations of the Voting Common and the Non-Voting
Common are set forth in full in Article Three of RGA's Restated Articles of
Incorporation. The shares of Non-Voting Common to be issued upon consummation of
the Offering will be, when issued, fully paid and non-assessable.

VOTING MATTERS

The Non-Voting Common will not entitle the holder thereof to any votes
except as otherwise required by law. Consequently, holders of Non-Voting Common
will not be entitled to elect directors or vote on other matters customarily
decided by stockholders, such as mergers, consolidations or the sale of all or
substantially all of RGA's assets. The Non-Voting Common is, however,
convertible into Voting Common under certain limited circumstances described
under "-- Conversion of Non-Voting Common." Under the General and Business
Corporation Law of Missouri, as currently in effect, holders of Non-Voting
Common will be entitled to vote as a class upon a proposed amendment to RGA's
Restated Articles of Incorporation if the amendment would: (i) increase or
decrease the aggregate number of authorized shares of the Non-Voting Common,
(ii) increase or decrease the par value of the Non-Voting Common, (iii) create a
new class of shares having rights and preferences prior or superior to the
Non-Voting Common, (iv) increase the rights and preferences or the number of
authorized shares of any class having rights and preferences prior or superior
to the Non-Voting Common, or (v) alter or change the powers, preferences, or
special rights of the Non-Voting Common so as to affect the Non-Voting Common
adversely. A merger or consolidation involving RGA, in and of itself, is not
deemed to involve a proposed amendment to the Restated Articles of Incorporation
for these purposes.

On matters brought before the stockholders of RGA, each holder of Voting
Common is entitled to one vote for each share of Voting Common held.

DIVIDENDS AND OTHER DISTRIBUTIONS

The Non-Voting Common is equal to the Voting Common in respect to dividends
and other distributions in cash, property, or shares of stock of RGA (including
distributions in connection with any recapitalization), except as described
below. The declaration of any payment of cash dividends is solely within the
discretion of RGA's Board of Directors, and there can be no assurance that such
dividends will be declared and paid with any regularity. See "Price Range of
Capital Stock and Dividends." Dividends or other distributions payable in shares
of RGA will be made to all holders of Voting Common and Non-Voting Common and
will be made only (i) in shares of Non-Voting Common to the holders of Voting
Common and to the holders of Non-Voting Common, (ii) in shares of Voting Common
to the holders of Voting Common and in shares of
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<PAGE> 55

Non-Voting Common to the holders of Non-Voting Common, or (iii) in any other
authorized class or series of capital stock to the holders of both classes of
common stock, regardless of the fair market value of such shares received in
payment of such dividend or other distribution. In addition, dividends or other
distributions payable on the Voting Common and Non-Voting Common in convertible
securities or securities giving the holder a right to acquire shares of Voting
Common or Non-Voting Common ("Options"), other than rights issued pursuant to
stockholder rights plans of the type entitling holders of rights other than an
"acquiring person" to purchase shares or other securities at a below-market
price if certain events occur (which rights may be distributed as a dividend
pursuant to such a plan upon shares of either class of Voting Common or
Non-Voting Common without a corresponding dividend distribution upon shares of
the other), will be made to all holders of Voting Common and Non-Voting Common
and may be made (1) in securities convertible into Voting Common or Options to
acquire Voting Common to the record holders of Voting Common and to record
holders of Non-Voting Common, or (2) in securities convertible into Voting
Common or Options to acquire Voting Common to the record holders of Voting
Common and in securities convertible into Non-Voting Common and Options to
acquire Non-Voting Common to the record holders of the Non-Voting Common. In no
event will either Voting Common or Non-Voting Common be split, subdivided or
combined unless the other is proportionately split, subdivided or combined.

CONVERSION OF NON-VOTING COMMON

Except as described below, the Non-Voting Common will not be convertible
into Voting Common or any other security of RGA.

The Non-Voting Common will be automatically converted into Voting Common on
a share-for-share basis if, as a result of the existence of the Non-Voting
Common, the Voting Common or the Non-Voting Common or both becomes excluded from
trading on all principal national securities exchanges and also is excluded from
quotation on The Nasdaq Stock Market's National Market or any other comparable
national quotation system then in use. In addition, if at any time the number of
outstanding shares of Voting Common as reflected on RGA's stock transfer books
falls below 10% of the aggregate number of outstanding shares of Voting Common
and Non-Voting Common, then all the outstanding shares of Non-Voting Common will
be automatically converted into shares of Voting Common, on a share-for-share
basis. For purposes of the immediately preceding sentence, any shares of Voting
Common or Non-Voting Common repurchased by RGA will no longer be deemed
"outstanding" from and after the date of repurchase.

In the event of any such conversion of the Non-Voting Common, certificates
that formerly represented outstanding shares of Non-Voting Common will
thereafter be deemed to represent a like number of shares of Voting Common, and
all shares of Voting Common and Non-Voting Common authorized by RGA's Restated
Articles of Incorporation will be deemed to be shares of Voting Common.

BUSINESS COMBINATIONS; DISSOLUTION

In the event of a merger, consolidation, combination or similar transaction
of RGA with another entity (whether or not RGA is the surviving entity) or in
the event of a liquidation, dissolution or winding up of RGA, the holders of
Non-Voting Common will be entitled to receive the same per share consideration
as the per share consideration, if any, received by holders of Voting Common in
that transaction. Any capital stock, however, that holders of Non-Voting Common
become entitled to receive in any merger, consolidation, combination or similar
transaction may have terms substantially similar to the terms of the Non-Voting
Common itself. Thus the surviving entity in any such transaction could have a
dual-class capital structure like that of RGA and could upon the consummation of
the merger or consolidation give voting shares to the holders of Voting Common
and non-voting shares to the holders of Non-Voting Common.

OTHER NON-VOTING COMMON PROTECTIONS

Article Three of RGA's Restated Articles of Incorporation includes a
two-pronged "Non-Voting Common Protection" provision designed with the intention
of reducing the possibility that the holders of the

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<PAGE> 56

Non-Voting Common could be treated unfairly in the event that a person attempts
to acquire control of or to take over RGA. The provision may also have an
anti-takeover effect.

The first prong of the Non-Voting Common Protection provision seeks to
prevent a person who has crossed a certain ownership threshold from gaining
control of RGA by acquiring Voting Common without buying Non-Voting Common.
Anyone who acquires more than 15% of the outstanding Voting Common after May 27,
1998 (the "Effective Date") and does not acquire a percentage of the Non-Voting
Common outstanding at least equal to the percentage of Voting Common that the
person acquired above the 15% threshold will not be allowed to vote the Voting
Common acquired in excess of the 15% level. For example, if a person acquires
20% of the outstanding Voting Common after the Effective Date but acquires no
Non-Voting Common, that person would be unable to vote the 5% of the Voting
Common acquired in excess of the 15% threshold. The inability of the person to
vote the excess Voting Common will continue under RGA's Restated Articles of
Incorporation until such time as a sufficient number of shares of Non-Voting
Common have been acquired by the person that the requirements of the Non-Voting
Common Protection provision have been satisfied.

The second prong of the Non-Voting Common Protection provision is an
"Equitable Price" requirement. It is intended to prevent a person seeking to
acquire control of RGA from paying a discounted price for the Non-Voting Common
required to be purchased by the acquiring person under the first prong of the
Non-Voting Common Protection provision. Under the Restated Articles of
Incorporation, an equitable price has been paid for shares of Non-Voting Common
only when they have been acquired at a price at least equal to the greater of
(i) the highest per share price paid by the acquiring person, in cash or in
non-cash consideration, for any Voting Common acquired within the 60-day periods
preceding and following the acquisition of the Non-Voting Common, or (ii) the
highest closing market sale price of a share of Voting Common during the 30-day
period preceding the acquisition of the Non-Voting Common. The value of any
non-cash consideration will be determined by RGA's Board of Directors acting in
good faith. The highest closing market sale price of a share of Voting Common
will be the highest closing sale price on the Composite Tape for the NYSE-Listed
Stocks or such other securities exchange or other quotation system then
constituting the principal trading market for either the Voting Common or the
Non-Voting Common. In the event that no quotations are available, the highest
closing market sale price will be the fair market value of a share of Voting
Common during such 30-day period as determined by RGA's Board of Directors
acting in good faith. As a practical matter, a person seeking to acquire control
of RGA would have to buy the Voting Common and Non-Voting Common at virtually
the same time and at the same price, as might occur in a tender offer, in order
to ensure that the acquiring person would be able to vote the Voting Common
acquired in excess of the 15% threshold.

The Non-Voting Common Protection provision does not prevent any person or
group from acquiring a significant or controlling interest in RGA, provided such
person or group complies with the Non-Voting Common Protection provision or
incurs suspension of the voting rights of excess shares of Voting Common
acquired as provided by the Non-Voting Common Protection feature. The Non-Voting
Common Protection provision could make an acquisition of a significant or
controlling interest in RGA more expensive than if such requirement did not
exist. Consequently, a person or group might be deterred from acquiring a
significant or controlling interest in RGA as a result of such requirement.

Under the Non-Voting Common Protection provision, an acquisition of Voting
Common would be deemed to include any shares that a person acquires directly or
indirectly, in one transaction or a series of transactions, or with respect to
which that person acts or agrees to act in concert with any other person. Unless
there are affirmative attributes of concerted action, however, "acting or
agreeing to act in concert with any other person" will not include actions taken
or agreed to be taken by persons acting in their official capacities as
directors or officers of RGA or actions by persons merely because they are
related by blood or marriage. Also, an acquisition of Voting Common will not be
deemed to include (i) shares acquired pursuant to contracts existing prior to
the Effective Date, (ii) shares acquired by bequest or inheritance, by operation
of law upon the death of any individual, or by any other transfer without
valuable consideration, including a gift that is made in good faith and not for
purposes of circumventing the Non-Voting Common Protection provision, (iii)
shares acquired upon issuance or sale by RGA, (iv) shares acquired by operation
of law (including a merger or consolidation effected for the purpose of
recapitalizing any person, including RGA, or
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<PAGE> 57

reincorporating any person, including RGA, in another jurisdiction but excluding
a merger or consolidation for the purpose of acquiring another person), and (v)
shares acquired by a plan of RGA qualified under Section 401(a) of the Internal
Revenue Code of 1986, as amended, or acquired by reason of a distribution from
such a plan. Thus, for example, the exercise of options that were granted under
any stock option plan of RGA prior to the Effective Date would not be considered
acquisitions for purposes of the Non-Voting Common Protection provision because
the exercise would be pursuant to a preexisting contract.

The Non-Voting Common Protection provision will not apply to (i) any
increase in a holder's percentage ownership of Voting Common resulting solely
from a change in the total number of shares of Voting Common outstanding as the
result of a repurchase of Voting Common by the Company since the last date on
which that holder acquired Voting Common, or (ii) transfers of Voting Common
from General American Mutual Holding Company, the ultimate parent of General
American ("GAMHC"), or any direct or indirect subsidiary of GAMHC, to GAMHC or
any direct or indirect subsidiary of GAMHC. The Non-Voting Common Protection
provision also provides that to the extent that the voting power of any shares
of Voting Common cannot be exercised pursuant to the provision, those shares of
Voting Common will not be included in the determination of the voting power of
RGA for any purposes under the Restated Articles of Incorporation or under the
Missouri General and Business Corporation Law.

TRANSFERABILITY; TRADING MARKET

Like the existing Voting Common, the Non-Voting Common will be freely
transferable and, except for federal and state securities law restrictions on
directors, officers and other affiliates of RGA and on persons holding
"restricted" stock, RGA's stockholders will not be restricted in their ability
to sell or transfer shares of Non-Voting Common. The Non-Voting Common has been
approved for listing on the NYSE under the symbol RGA.A, subject to official
notice of issuance.

POSSIBLE DILUTION

It is possible that the Voting Common will trade at a premium compared to
the Non-Voting Common. The Board of Directors has included certain Non-Voting
Common Protection features in Article Three of the Restated Articles of
Incorporation which may help to reduce or eliminate the economic reasons for the
Voting Common to trade at a premium compared to the Non-Voting Common, although
no assurance can be given in such regard. If the Voting Common were to trade at
a premium to the Non-Voting Common, subsequent issuances of Non-Voting Common,
instead of Voting Common, in connection with a public or private offering, an
acquisition or other transaction could have a greater dilutive effect on
stockholders because such an acquisition or transaction would require more
shares to deliver the same aggregate value. To minimize dilution of voting power
to existing stockholders, RGA may be more likely to issue shares of Non-Voting
Common than Voting Common in the future to raise equity, finance acquisitions or
fund employee benefit plans. Additional shares of authorized Non-Voting Common
may be issued without stockholder approval, subject to applicable rules of the
NYSE.

ISSUANCES AND REPURCHASES OF STOCK

Article Three of the Restated Articles of Incorporation expressly
authorizes the Board of Directors to authorize RGA to issue and sell all or any
part of any class of stock therein or thereafter authorized, from time to time,
and at such time or times, in such amounts and manner to such persons, firms,
associations or corporations, and for such consideration, whether in cash,
property or otherwise, as the Board of Directors from time to time, in its
discretion, determines whether or not greater consideration could be received
upon the issue or sale of the same number of shares of another class, and as
otherwise permitted by law.

Article Three of the Restated Articles of Incorporation also expressly
authorizes the Board of Directors to authorize RGA to purchase from time to time
shares of any one class or any combination of classes of common stock without
regard to differences among them in price and other terms under which such
shares may be purchased. The Board of Directors, therefore, could authorize RGA
to purchase Voting Common even if the consideration which would be paid by
purchasing Non-Voting Common would be less.

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<PAGE> 58

PREEMPTIVE RIGHTS

The Non-Voting Common will not carry any preemptive rights enabling a
holder to subscribe for or receive shares of any class of RGA's stock or any
other securities convertible into shares of any class of RGA's stock.

VOTING COMMON

All of the outstanding shares of Voting Common are fully paid and
nonassessable. Subject to the prior rights of the holders of any shares of
preferred stock which subsequently may be issued and outstanding, the holders of
Voting Common are entitled to receive dividends as and when declared by the
Board of Directors out of funds legally available therefor, and, in the event of
liquidation, dissolution, or winding up of RGA, to share ratably in all assets
remaining after payment of liabilities. Each holder of Voting Common is entitled
to one vote for each share held of record on all matters presented to a vote of
stockholders, including the election of directors. Holders of Voting Common have
no cumulative voting rights or preemptive rights to purchase or subscribe for
any stock or other securities and there are no conversion rights or redemption
or sinking fund provisions with respect to such stock. Additional shares of
authorized Voting Common may be issued without stockholder approval, subject to
applicable rules of the NYSE.

PREFERRED STOCK

The authorized preferred stock of RGA is available for issuance from time
to time at the discretion of RGA's Board of Directors without stockholder
approval. The Board of Directors has the authority to prescribe for each series
of preferred stock it establishes the number of shares in that series, the
dividend rate, and the voting rights, conversion privileges, redemption and
liquidation rights, if any, and any other rights, preferences, and limitations
of the particular series. Depending upon the rights of such preferred stock, the
issuance of preferred stock could have an adverse effect on holders of Voting
Common and Non-Voting Common by delaying or preventing a change of control of
RGA, making removal of the present management of RGA more difficult, or
resulting in restrictions upon the payment of dividends and other distributions
to the holders of Voting Common and Non-Voting Common. Except as otherwise
contemplated by the Rights Plan described under "-- Preferred Stock Purchase
Rights," RGA presently has no intention to issue any shares of preferred stock.

CERTAIN EFFECTS OF AUTHORIZED BUT UNISSUED STOCK

Upon completion of the Offering, there will be approximately 48,440,000
shares of Voting Common, 14,700,000 shares of Non-Voting Common, and 10,000,000
shares of preferred stock available for future issuance by RGA without
stockholder approval, subject to applicable rules of the NYSE. These additional
shares may be issued for a variety of corporate purposes, including raising
additional capital, corporate acquisitions, and employee benefit plans. Except
as contemplated hereby and by the RGA Flexible Stock Plan, the RGA Flexible
Stock Plan for Directors, the Rights Plan, and other possible employee benefit
or stock purchase plans, RGA does not currently have any plans to issue
additional shares of Voting Common, Non-Voting Common or preferred stock. See
"-- Preferred Stock Purchase Rights."

One of the effects of the existence of unissued and unreserved Voting
Common, Non-Voting Common and preferred stock may be to enable the Board of
Directors to issue shares to persons friendly to current management, which could
render more difficult or discourage an attempt to obtain control of RGA by means
of a merger, tender offer, proxy contest, or otherwise, and thereby protect the
continuity of RGA's management and possibly deprive the stockholders of
opportunities to sell their shares of Voting Common and Non-Voting Common at
prices higher than the prevailing market prices. Such additional shares also
could be used to dilute the stock ownership of persons seeking to obtain control
of RGA pursuant to the operation of the Rights Plan or otherwise. See also "--
Certain Charter and Bylaw Provisions."

PREFERRED STOCK PURCHASE RIGHTS

Under RGA's Shareholder Rights Plan, the Board of Directors has authorized
the issuance of one preferred stock purchase right (a "Right") for each
outstanding share of Voting Common and, effective upon

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<PAGE> 59

consummation of the Offering, for each outstanding share of Non-Voting Common.
Except as set forth below, each Right, when exercisable, entitles the registered
holder to purchase from RGA one one-hundred fiftieth (as adjusted for the
three-for-two stock split in August 1997) of a share of Series A Junior
Participating Preferred Stock, $.01 par value, (the "Series A Preferred Stock"),
at a price of $130 per one one-hundredth of a share (the "Purchase Price"),
subject to adjustment. The terms of the Rights are set forth in a certain Rights
Agreement, as amended, between RGA and Chase Mellon Shareholder Services,
L.L.C., as Rights Agent (the "Rights Agreement"). The summary of the terms of
the Rights set forth herein is qualified in its entirety by reference to the
Rights Agreement.

Currently, no separate Rights certificates represent the Rights. Until the
earlier of (i) ten business days following the first to occur of (a) a public
announcement that, without the prior written consent of RGA, a person or group
of affiliated or associated persons, other than General American (and its
subsidiaries and affiliates) and certain subsidiaries or employee benefit or
compensation plans of RGA (an "Acquiring Person") has acquired, or obtained the
right to acquire, 20% or more of the voting power of all securities of RGA then
outstanding generally entitled to vote for the election of directors of RGA
("Voting Power"), or (b) the date on which RGA first has notice or otherwise
determines that a person has become an Acquiring Person (the "Stock Acquisition
Date"), or (ii) ten business days (or such later date as may be determined by
the Board of Directors, but in no event later than such time as any person
becomes an Acquiring Person) following the commencement of a tender offer or
exchange offer, without the prior written consent of RGA, for 20% or more of the
Voting Power of RGA (the earlier of the dates in clause (i) or (ii) above being
called the "Distribution Date"), the Rights will be evidenced by RGA's
outstanding Voting Common and Non-Voting Common certificates. Notwithstanding
the foregoing, an Acquiring Person shall not include any person or group who
inadvertently becomes the beneficial owner of 20% or more of the Voting Power,
as long as such person or group, if requested, promptly enters into an
irrevocable commitment to, and promptly does, divest enough shares to get below
the 20% threshold.

The Rights Agreement provides that, until the Distribution Date, the Rights
will be transferred with and only with RGA's Voting Common and Non-Voting
Common. Until the Distribution Date (or earlier redemption, exchange or
expiration of the Rights), new Voting Common or Non-Voting Common certificates
issued upon transfer, new issuance or issuance from RGA's treasury will contain
a notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption, exchange or expiration of the Rights),
the surrender for transfer of any of the Company's outstanding Voting Common or
Non-Voting Common certificates will also constitute the transfer of the Rights
associated with the Voting Common or Non-Voting Common represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of Voting Common and Non-Voting Common as of the close of
business on the Distribution Date and such separate certificates alone will then
evidence the Rights.

The Rights are not exercisable until the Distribution Date. The Rights will
expire on April 15, 2003, unless earlier redeemed or exchanged by RGA, as
described below.

The Purchase Price payable, and the number of shares of Series A Preferred
Stock or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Series A Preferred Stock, (ii) upon the distribution to holders of Series A
Preferred Stock of rights or warrants to subscribe for shares of Series A
Preferred Stock or securities convertible into Series A Preferred Stock at less
than the then current market price of the Series A Preferred Stock, or (iii)
upon the distribution to holders of Series A Preferred Stock of evidences of
indebtedness or assets (excluding regular periodic cash dividends out of
earnings or retained earnings or dividends payable in Series A Preferred Stock)
or of convertible securities, subscription rights or warrants (other than those
referred to above).

The number of outstanding Rights and the number of one one-hundred
fiftieths of a share of Series A Preferred Stock issuable upon exercise of each
Right are also subject to adjustment in the event of a stock split of the Voting
Common or Non-Voting Common payable in Voting Common or Non-Voting Common, as
the case may be, or a stock dividend on the Voting Common or Non-Voting Common
payable in Voting Common

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or Non-Voting Common, as the case may be, or subdivisions, consolidations or
combinations of the Voting Common or Non-Voting Common occurring, in any such
case, prior to the Distribution Date.

In the event that, following the Distribution Date, RGA is acquired in a
merger or other business combination transaction where RGA is not the surviving
corporation or where the Voting Common or Non-Voting Common is exchanged or
changed or 50% or more of RGA's assets or earning power is sold (in one
transaction or a series of transactions), proper provision will be made so that
each holder of a Right will thereafter have the right to receive, upon the
exercise of the Right and payment of the Purchase Price, that number of shares
of capital stock of the surviving or purchasing company (or, in certain cases,
one of its affiliates) which at the time of such transaction would have a market
value of two times the Purchase Price (such right being called the "Merger
Right").

In the event that any person becomes an Acquiring Person ("Flip-in Event"),
proper provision will be made so that each holder of a Right will thereafter
have the right to receive upon exercise that number of shares (or fractional
shares) of Voting Common (or, in certain cases, equivalent securities) having a
market value of two times the Purchase Price (such right being called the
"Subscription Right"). The Rights will not, however, become exercisable
following a Flip-in Event as described above until such time as the Rights are
no longer redeemable by RGA as described below.

Any Rights that are beneficially owned by an Acquiring Person or an
affiliate or an associate of an Acquiring Person will become null and void upon
the occurrence of any of the events giving rise to the exercisability of the
Subscription Right or the Merger Right and any holder of such Rights will have
no right to exercise such Rights from and after the occurrence of such an event
insofar as they relate to the Subscription Right or the Merger Right.

At any time after the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 20% or more of the Voting Power of
RGA and prior to the acquisition by such person or group of 50% or more of the
Voting Power of RGA, the Board of Directors of RGA may exchange the Rights
(other than Rights owned by such person or group which have become void), in
whole or in part, for, in the case of holders of Voting Common, additional
shares of Voting Common at an exchange ratio of one share of Voting Common per
Right or, in the case of holders of Non-Voting Common, additional shares of
Non-Voting Common at the exchange ratio of one share of Non-Voting Common per
Right. The RGA Board of Directors may also exchange the Rights (other than
Rights which have become void), in whole or in part, for shares of Series A
Preferred Stock at an exchange ratio of one one-hundred fiftieth of a share of
Series A Preferred Stock (or of a share of a class or series of RGA's preferred
stock having equivalent rights, preferences and privileges), per Right (subject
to adjustment).

With certain exceptions, no adjustments in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
the Purchase Price. No fractional shares will be issued (other than fractions
which are integral multiples of one one-hundred fiftieth of a share of Series A
Preferred Stock). In lieu of fractional shares, an adjustment in cash will be
made based on the market price of the stock on the last trading date prior to
the date of exercise.

At any time until the date a person becomes an Acquiring Person, RGA may
elect to redeem the Rights in whole, but not in part, at a price of $0.0067 per
Right. Immediately upon the action of the Board of Directors electing to redeem
the Rights, RGA will make announcement thereof, and the right to exercise the
Rights will terminate and the only right of the holders of Rights will be to
receive the redemption price.

The Series A Preferred Stock purchasable upon exercise of the Rights will
not be redeemable and will be junior to any other series of preferred stock RGA
may issue (unless otherwise provided in the terms of such stock). Each share of
Series A Preferred Stock will have a preferential dividend in an amount equal to
the greater of $1.00 per share or 150 times any dividend declared on each share
of Non-Voting Common or Voting Common. In the event of liquidation, the holders
of Series A Preferred Stock will receive a preferred liquidation payment equal
to the greater of $100.00 or 150 times the payment made per each share of Non-
Voting Common or Voting Common. Each share of Series A Preferred Stock will have
150 votes, voting together with the shares of Voting Common. In the event of any
merger, consolidation or other transaction in

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<PAGE> 61

which shares of Voting Common or Non-Voting Common are exchanged, each share of
Series A Preferred Stock will be entitled to receive 150 times the amount and
type of consideration received per share of Voting Common or Non-Voting Common.
The rights of the Series A Preferred Stock as to the dividends, liquidation and
voting, and in the event of mergers and consolidations, are protected by
customary anti-dilution provisions. Fractional shares of Series A Preferred
Stock in integral multiples of one one-hundred fiftieth of a share of Series A
Preferred Stock will be issuable; however, RGA may elect to distribute
depositary receipts in lieu of such fractional shares. In lieu of fractional
shares other than fractions that are multiples of one one-hundred fiftieth of a
share, an adjustment in cash will be made based on the market price of the
Series A Preferred Stock on the last trading date prior to the date of exercise.

Because of the nature of the Series A Preferred Stock's voting, dividend
and liquidation features, the value of the one one-hundred fiftieth of a share
of Series A Preferred Stock purchasable upon exercise of each Right should
approximate the value of one share of Voting Common or Non-Voting Common.

The Board of Directors of RGA retains a broad ability to amend or
supplement the Rights Agreement without the consent of the holders of the
Rights, except that from and after such time as any person becomes an Acquiring
Person no such amendment may adversely affect the interests of the holders of
the Rights.

Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of RGA, including, without limitation, the right to vote
or to receive dividends.

Shareholders may, depending upon the circumstances, recognize taxable
income in the event that the Rights become exercisable for Series A Preferred
Stock or other consideration as set forth above.

The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person or group that attempts to acquire RGA without a
condition to such an offer that a substantial number of the Rights be acquired
or the Rights be redeemed or otherwise not apply. RGA's ability to amend the
Rights Agreement may, depending upon the circumstances, increase or decrease the
anti-takeover effects of the Rights. The Rights do not prevent the Board of
Directors of RGA from approving in advance any merger or other business
combination since the Rights may be redeemed by the Board of Directors as
described above.

CERTAIN CHARTER AND BYLAW PROVISIONS

RGA's Restated Articles of Incorporation and Bylaws provide for a
classified Board of Directors, limit the right of stockholders to remove
directors or change the size of the Board of Directors, to fill vacancies on the
Board of Directors, to act by written consent and to call a special meeting of
stockholders, and require a higher percentage of stockholders than would
otherwise be required to amend, alter, change, or repeal the provisions of the
Restated Articles of Incorporation and Bylaws discussed below. The Restated
Articles of Incorporation also provide that the Bylaws may be amended only by
the majority vote of the Board of Directors; thus stockholders will not be able
to amend the Bylaws without first amending the Restated Articles of
Incorporation. The foregoing provisions, which are summarized below, may have
the effect of discouraging certain types of transactions that involve an actual
or threatened change of control of RGA. Reference is made to the full text of
the Restated Articles of Incorporation and Bylaws and the following summary is
qualified in its entirety by such reference.

Size of Board, Election of Directors, Classified Board, Removal of
Directors and Filling Vacancies. The Restated Articles of Incorporation provide
that the number of directors to constitute the initial board of directors will
be three and thereafter the number of directors will be fixed from time to time
as provided in the Bylaws. The Bylaws provide for a Board of Directors of at
least three directors and permit the Board of Directors to increase the number
of Directors. In accordance with the Bylaws, the Board of Directors has fixed
the number of directors at nine. The Restated Articles of Incorporation further
provide that the Bylaws may be amended only by majority vote of the Board of
Directors.

Only holders of Voting Common may nominate a candidate for director. In
order for such a stockholder to nominate a candidate for director, the Restated
Articles of Incorporation require that timely notice be given to RGA in advance
of the meeting. Ordinarily, such notice must be given not less than 60 days nor
more than 90 days before the meeting (but if RGA gives less than 70 days' notice
of the meeting, then the stockholder
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<PAGE> 62

must give such notice within ten days after notice of the meeting is mailed or
other public disclosure of the meeting is made). The stockholder filing the
notice of nomination must describe various matters regarding the nominee,
including such information as name, address, occupation, and shares held. The
Restated Articles of Incorporation do not permit cumulative voting in the
election of directors. Accordingly, the holders of a majority of the then
outstanding shares of voting stock can elect all the directors of the class then
being elected at that meeting of stockholders.

The Restated Articles of Incorporation and Bylaws provide that the Board
shall be divided into three classes, with the classes to be as nearly equal in
number as possible, and that one class shall be elected each year and serve for
a three-year term.

Missouri law provides that, unless a corporation's articles of
incorporation provide otherwise, the holders of a majority of the corporation's
voting stock may remove any director from office. The Restated Articles of
Incorporation provide that, except as described below, a director may be removed
by stockholders only "for cause" and with the approval of the holders of 85% of
RGA's voting stock.

Missouri law further provides that, unless a corporation's articles of
incorporation or bylaws provide otherwise, all vacancies on a corporation's
board of directors, including any vacancies resulting from an increase in the
number of directors, may be filled by the vote of a majority of the remaining
directors even if that number is less than a quorum. The Restated Articles of
Incorporation provide that, subject to the rights, if any, of the holders of any
class of preferred stock then outstanding and except as described below,
vacancies may be filled only by the vote of a majority of the remaining
directors.

The classification of directors, the inability to vote shares cumulatively,
the advance notice requirements for nominations, and the provisions in the
Restated Articles of Incorporation that limit the ability of stockholders to
increase the size of the Board or to remove directors and that permit the
remaining directors to fill any vacancies on the Board will have the effect of
making it more difficult for stockholders to change the composition of the
Board. As a result, at least two annual meetings of stockholders may be required
for the stockholders to change a majority of the directors, whether or not a
change in the Board would be beneficial to RGA and its stockholders and whether
or not a majority of RGA's stockholders believes that such change would be
desirable.

Limitations on Stockholder Action by Written Consent; Limitations on
Calling Stockholder Meetings. As required by Missouri law, the Bylaws provide
that any action by written consent of stockholders in lieu of a meeting must be
unanimous. Under the Restated Articles of Incorporation, except as described
below, stockholders are not permitted to call special meetings of stockholders
or to require the Board to call a special meeting of stockholders, and a special
meeting of stockholders may be called only by a majority of the entire Board of
Directors, the Chairman of the Board or the President.

Only holders of Voting Common may bring a proposal before a stockholder
meeting. In order for such a stockholder to bring a proposal before a
stockholder meeting, the Restated Articles of Incorporation require that timely
notice be given to RGA in advance of the meeting. Ordinarily, such notice must
be given at least 60 days but not more than 90 days before the meeting (but if
RGA gives less than 70 days' notice of the meeting, then the stockholder must
give such notice within ten days after notice of the meeting is mailed or other
public disclosure of the meeting is made). Such notice must include a
description of the proposal, the reasons therefor, and other specified matters.
The Board may reject any such proposals that are not made in accordance with
these procedures or that are not a proper subject for stockholder action in
accordance with the provisions of applicable law.

The provision of the Bylaws requiring unanimity for stockholder action by
written consent gives all the stockholders of RGA entitled to vote on a proposed
action the opportunity to participate in such action and will prevent the
holders of a majority of the voting power of RGA from using the written consent
procedure to take stockholder action. Moreover, no stockholder may force a
stockholder consideration of a proposal over the opposition of the Board of
Directors by calling a special meeting of stockholders or forcing consideration
of such a proposal.

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<PAGE> 63

These provisions are designed in part to make it more difficult and
time-consuming to obtain majority control of the Board of Directors of RGA or
otherwise bring a matter before stockholders without the Board's consent, and
thus reduce the vulnerability of RGA to an unsolicited takeover proposal. These
provisions are designed to enable RGA to develop its business in a manner which
will foster its long-term growth, with the threat of a takeover not deemed by
the Board to be in the best interests of RGA and its stockholders and the
potential disruption entailed by such a threat reduced to the extent
practicable. On the other hand, these provisions may have an adverse effect on
the ability of stockholders to influence the governance of RGA and the
possibility of stockholders receiving a premium above market price for the
securities from a potential acquirer who is unfriendly to management. In
addition, The General and Business Corporation Law of Missouri also contains
certain provisions which may have such an effect, including control share
acquisition and business combination statutes.

TRANSFER AGENT

The transfer agent and registrar for the Non-Voting Common, the Voting
Common and the Rights is ChaseMellon Shareholder Services, L.L.C.

STOCKHOLDER INFORMATION

RGA will deliver to the holders of Non-Voting Common the same proxy
statements, annual reports, and other information and reports that it delivers
to the holders of Voting Common.

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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
FOR NON-U.S. HOLDERS OF NON-VOTING COMMON

The following discussion concerns the material United States federal income
tax consequences of the ownership and disposition of shares of Non-Voting Common
applicable to Non-U.S. Holders of shares of Non-Voting Common. In general, a
"Non-U.S. Holder" is any holder other than (i) a citizen or resident of the
U.S., (ii) a corporation, partnership or an entity that is taxed as a
partnership created or organized in the U.S. or under the laws of the U.S. or
any political subdivision thereof, (iii) an estate whose income is includable in
gross income for U.S. federal income tax purposes regardless of its source, or
(iv) a trust for which a court within the U.S. is able to exercise primary
supervision over the administration of the trust, and for which one or more U.S.
persons have the authority to control all substantial decisions of the trust.
The discussion is based on current provisions of the U.S. Internal Revenue Code
of 1986, as amended (the "Code"), applicable final and temporary Treasury
Regulations ("U.S. Treasury Regulations"), judicial authority, and current
administrative rulings and pronouncements of the U.S. Internal Revenue Service
("IRS") and upon the facts concerning RGA as of the date hereof. There can be no
assurance that the IRS will not take a contrary view, and no ruling from the IRS
has been or will be sought by RGA. Legislative, judicial, or administrative
changes or interpretations may be forthcoming that could alter or modify the
statements and conclusions set forth herein. Any such changes or interpretations
may or may not be retroactive and could affect the tax consequences to Non-U.S.
Holders.

This discussion does not address all aspects of federal income taxation and
does not address any aspects of federal estate taxation or of state, local or
foreign tax laws. The discussion does not consider any specific facts or
circumstances that may apply to a particular Non-U.S. Holder (including the fact
that in the case of a Non-U.S. Holder that is a partnership, partners should be
aware that the U.S. tax consequences of holding and disposing of shares of
Non-Voting Common may be affected by certain determinations made at the
partnership level). Accordingly, prospective investors are urged to consult
their tax advisors regarding the U.S. federal, state, local and non-U.S. income,
estate and other tax consequences of holding and disposing of shares of
Non-Voting Common.

TAXATION OF DIVIDENDS AND DISPOSITIONS

Dividends on Non-Voting Common. Subject to the discussion below, dividends,
if any (see "Price Range of Capital Stock and Dividends"), paid to a Non-U.S.
Holder generally will be subject to United States withholding tax at a 30% rate
(or a lower rate as may be prescribed by an applicable tax treaty) unless the
dividends are effectively connected with a trade or business of the Non-U.S.
Holder within the U.S. Dividends effectively connected with such trade or
business will generally not be subject to withholding (if the Non-U.S. Holder
complies with applicable IRS reporting requirements) and generally will be
subject to U.S. federal income tax on a net income basis at regular graduated
rates. In the case of a Non-U.S. Holder that is a corporation, such effectively
connected income also may be subject to the branch profits tax (which is
generally imposed on a foreign corporation on the deemed repatriation from the
U.S. of effectively connected earnings and profits) at a 30% rate (or a lower
rate as may be prescribed by an applicable tax treaty). Under currently
effective U.S. Treasury Regulations, dividends paid on or before December 31,
1999 to an address outside the U.S. are presumed to be paid to a resident of
such country for purposes of the withholding tax, absent knowledge that such
presumption is not warranted. Under interpretations of currently effective U.S.
Treasury Regulations, the same presumption applies to determine the
applicability of a reduced rate of withholding under a tax treaty. Thus,
Non-U.S. Holders receiving dividends at addresses outside the U.S. are not
currently required to file tax forms to obtain the benefit of reduced
withholding at an applicable treaty rate. Recently finalized U.S. Treasury
Regulations applicable to dividends paid after December 31, 1999 (the "Final
Regulations") generally provide that the status of a payee as a Non-U.S. Holder
would be made based upon a withholding certificate. In addition, the Final
Regulations establish certain presumptions (which differ from those discussed
above) upon which RGA may generally rely to determine whether, in the absence of
certain documentation, a holder should be treated as a Non-U.S. Holder for
purposes of the 30% withholding tax described above. The presumptions would not
apply for purposes of granting a reduced rate of withholding under a treaty.
Under the Final Regulations, to obtain a reduced rate of withholding under a
treaty, a

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<PAGE> 65

Non-U.S. Holder will generally be required either (i) to provide an IRS Form W-8
certifying such Non-U.S. Holder's entitlement to benefits under a treaty
together with, in certain circumstances, additional information, or (ii) satisfy
certain other applicable certification requirements. The Final Regulations also
provide special rules to determine whether, for purposes of determining the
applicability of a tax treaty and for purposes of the 30% withholding tax
described above, dividends paid to a Non-U.S. Holder that is an entity should be
treated as paid to the entity or those holding an interest in that entity.

A Non-U.S. Holder of Common Stock eligible for a reduced rate of
withholding tax pursuant to an income tax treaty may obtain a refund of any
excess amounts withheld by filing an appropriate claim for refund with the IRS.

Dispositions of Non-Voting Common. Generally, a Non-U.S. Holder will not be
subject to U.S. federal income tax with respect to gain realized upon the
disposition of such holder's shares of Non-Voting Common unless (i) (a) the gain
is effectively connected with a trade or business carried on by the Non-U.S.
Holder within the U.S. (in which case the branch profits tax may also apply), or
(b) if a tax treaty applies, the gain is attributable to a U.S. permanent
establishment maintained by the Non-U.S. Holder, (ii) in the case of a Non-U.S.
Holder who is a non-resident alien individual who holds the shares of Non-Voting
Common as a capital asset, such holder is present in the U.S. for a period
aggregating 183 days or more in the taxable year of the disposition, and either
(a) such Non-U.S. Holder has a "tax home" (as specifically defined for U.S.
federal income tax purposes) in the U.S. (unless the gain from the disposition
is attributable to an office or other fixed place of business maintained by such
Non-U.S. Holder in a foreign country and a foreign tax equal to at least 10% of
such gain has been paid to a foreign country), or (b) the gain from the
disposition is attributable to an office or other fixed place of business
maintained by such Non-U.S. Holder in the U.S., (iii) the Non-U.S. Holder is
subject to tax pursuant to the provisions of U.S. tax law applicable to certain
U.S. expatriates, or (iv) RGA is or has been a "U.S. real property holding
corporation" for federal income tax purposes (which RGA does not believe that it
is or is likely to become) and, assuming that the Non-Voting Common is deemed
for tax purposes to be "regularly traded on an established securities market,"
the Non-U.S. Holder held, at any time during the five-year period ending on the
date of disposition (or such shorter period that such shares were held),
directly or indirectly, more than five percent of the Non-Voting Common.
Non-U.S. Holders should consult applicable tax treaties, which might result in a
U.S. federal income tax treatment on the sale or other disposition of Non-Voting
Common different than as described above.

BACKUP WITHHOLDING AND INFORMATION REPORTING

Dividends on Non-Voting Common. RGA must report annually to the IRS and to
each Non-U.S. Holder the amount of dividends paid to and the tax withheld, if
any, with respect to such holder. These information reporting requirements apply
regardless of whether withholding was reduced by an applicable tax treaty or if
withholding was not required because the dividends were effectively connected
with a trade or business in the U.S. of the Non-U.S. Holder. Copies of these
information returns may also be available under the provisions of a specific
treaty or agreement with the tax authorities in the country in which the
Non-U.S. Holder resides. Dividends paid on or before December 31, 1999 to a
holder at an address outside the U.S. (unless RGA has knowledge that the holder
is a U.S. person) or dividends paid on or before December 31, 1999 that are
subject to U.S. withholding tax at the 30% statutory rate or at a reduced tax
treaty rate, and dividends that are effectively connected with the conduct of a
trade or business in the U.S. (if certain certification and disclosure
requirements are met) will generally not be subject to backup withholding of
U.S. federal income tax or information reporting. In general, backup withholding
at a rate of 31% and information reporting will apply to dividends paid on or
before December 31, 1999 on shares of Non-Voting Common to holders that are not
"exempt recipients," as defined in the U.S. Treasury Regulations, and fail to
provide to RGA in the manner required, certain identifying information (such as
the holder's name, address and taxpayer identification number). Generally,
individuals are not exempt recipients. For dividends paid after December 31,
1999, the Final Regulations provide certain presumptions and other rules under
which Non-U.S. Holders may be subject to backup withholding and related
information reporting in the absence of required certifications.

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Dispositions of Non-Voting Common. The payment of the proceeds from the
disposition of shares of Non-Voting Common by or through the U.S. office of a
broker will be subject to information reporting and backup withholding at a rate
of 31% unless the holder, under penalties of perjury, certifies, among other
things, its status as a Non-U.S. Holder, or otherwise establishes an exemption.
Generally, the payment of the proceeds from the disposition of shares of
Non-Voting Common outside the U.S. by or through a non-U.S. office of a broker
will not be subject to backup withholding and will not be subject to information
reporting. In the case of the payment of proceeds from the disposition of shares
of Non-Voting Common outside the U.S. by or through a non-U.S. office of a
broker that is a U.S. person or a "U.S.-related person", existing regulations
require information reporting (but not backup withholding) on the payment unless
the broker receives a statement from the owner, signed under penalties of
perjury, certifying, among other things, its status as a Non-U.S. Holder, or the
broker has documentary evidence in its files that the owner is a Non-U.S.
Holder, the broker has no actual knowledge to the contrary and certain other
requirements are satisfied. For tax purposes, a "U.S.-related person" is (i) a
"controlled foreign corporation" for U.S. federal income tax purposes, (ii) a
foreign person 50% or more of whose gross income from all sources for the
three-year period ending with the close of its taxable year preceding the
payment (or for such part of the period that the broker has been in existence)
is derived from activities that are effectively connected with the conduct of a
U.S. trade or business, or (iii) effective after December 31, 1999, certain
brokers that are foreign partnerships with U.S. partners or that are engaged in
a U.S. trade or business. For proceeds from the disposition of Non-Voting Common
after December 31, 1999, the Final Regulations provide more detailed rules
concerning such documentation.

Backup withholding is not an additional tax. Any amounts withheld from a
payment to a Non-U.S. Holder under the backup withholding rules will be allowed
as a credit against such holder's U.S. federal income tax liability and may
entitle such holder to a refund, provided that the required information is
timely furnished to the IRS. Non-U.S. Holders should consult their tax advisors
regarding the application of these rules to their particular situations, the
availability of an exemption therefrom and the procedures for obtaining such an
exemption, if available.

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UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement among RGA
and A.G. Edwards & Sons, Inc., Donaldson, Lufkin & Jenrette Securities
Corporation, Morgan Stanley & Co. Incorporated, Chase Securities Inc. and
Conning & Company, as the representatives for the several underwriters (the
"Representatives"), RGA has agreed to sell to the underwriters named below (the
"Underwriters"), and the Underwriters have severally agreed to purchase from
RGA, the respective number of shares of Non-Voting Common set forth opposite
their respective names below:

<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
NON-VOTING
UNDERWRITER COMMON
----------- ----------
<S> <C>
A.G. Edwards & Sons, Inc....................................
Donaldson, Lufkin & Jenrette Securities Corporation.........
Morgan Stanley & Co. Incorporated...........................
Chase Securities Inc........................................
Conning & Company...........................................

---------
Total............................................. 5,300,000
=========
</TABLE>

Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to take and pay for all of the shares of Non-Voting
Common offered hereby, if any are taken.

The Underwriters propose to offer the shares of Non-Voting Common in part
directly to the public at the public offering price set forth on the cover page
of this Prospectus and in part to certain securities dealers at such price less
a concession of $ per share. The Underwriters may allow, and such dealers
may reallow, a concession not in excess of $ per share to certain other
brokers and dealers. After the shares of Non-Voting Common are released for sale
to the public, the offering price and the selling terms may from time to time be
varied by the Representatives.

The Company has granted the Underwriters an option exercisable for 30 days
after the date of this Prospectus to purchase up to an aggregate of 795,000
additional shares of Non-Voting Common solely to cover over-allotments, if any.
If the Underwriters exercise their over-allotment option, the Underwriters have
severally agreed, subject to certain conditions, to purchase approximately the
same percentage thereof that the number of shares to be purchased by each of
them, as shown in the foregoing table, bears to the 5,300,000 shares of
Non-Voting Common offered hereby and the Company will be obligated, pursuant to
the option to sell such shares to the Underwriters.

RGA, one of its outside directors and GenAmerica Corporation and certain of
its subsidiaries have agreed to enter into lock-up agreements pursuant to which
they will agree that they will not, for 90 days, 45 days and 90 days,
respectively, from and after the date of this Prospectus, sell, offer to sell,
or otherwise dispose of, directly or indirectly, any shares of capital stock of
RGA without the prior written consent of A.G. Edwards & Sons, Inc. except as
follows: in the case of RGA, it may sell its shares of Voting Common to its
employees pursuant to the exercise of options under its stock option plans
outstanding on the date of this Prospectus and, in the case of GenAmerica
Corporation and its certain of its subsidiaries, (i) each may pledge its shares
of Voting Common and Non-Voting Common as security for its obligations, and (ii)
each may exercise any options to purchase Voting Common or Non-Voting Common
and, in the case of the outside director, (A) his shares of Voting Common and
Non-Voting Common may be (x) transferred to a trust for his benefit or for the
benefit of his spouse or descendants or to his estate, heirs or devisees upon
his death, and (y) pledged as security for the his obligations, and (B) he may
exercise any options to purchase Voting Common or Non-

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Voting Common; provided that, in any such case, the shares of Voting Common or
Non-Voting Common issued upon conversion or exercise shall remain subject to
such restrictions.

Prior to the Offering, there has been no public market for the Non-Voting
Common. The price of the shares of Non-Voting Common has been negotiated between
RGA and the Representatives. In addition to prevailing market conditions, among
the factors considered in determining the offering price of the shares of
Non-Voting Common were the trading history and price of RGA's Voting Common, the
absence of voting rights of the Non-Voting Common, the Company's historical
financial performance, estimates of the business potential and earning prospects
of the Company, an assessment of the Company's management and the consideration
of the above factors in relation to the market valuations of companies in
similar business.

The Representatives have informed RGA that the Underwriters do not intend
to confirm sales to any accounts over which they exercise discretionary
authority.

In connection with the Offering, the Underwriters and selling group members
and their respective affiliates may engage in transactions that stabilize,
maintain or otherwise affect the market price of the Non-Voting Common or Voting
Common. These transactions may include over-allotment and stabilizing
transactions and purchases, effected in accordance with Rule 104 of Regulation M
under the Exchange Act, to cover short positions created by the Underwriters in
connection with the Offering. Stabilizing transactions consist of certain bids
or purchases for the purpose of preventing or retarding a decline in the market
price of the Non-Voting Common or Voting Common; and short positions created by
the Underwriters involve the sale by the Underwriters of a greater number of
shares of Non-Voting Common than they are required to purchase from RGA in the
Offering. The Underwriters also may impose a penalty bid, whereby selling
concessions allowed to broker-dealers in respect of the Non-Voting Common sold
in the Offering may be reclaimed by the Underwriters if such Non-Voting Common
is repurchased by the Underwriters in stabilizing or covering transactions.
These activities may stabilize, maintain or otherwise affect the market price of
the Non-Voting Common or Voting Common, which may be higher than the price that
might otherwise prevail in the open market, and these activities, if commenced,
may be discontinued at any time. These transactions may be effected on the NYSE,
in the over-the-counter market or otherwise.

Conning & Company is an indirect wholly-owned subsidiary of Conning
Corporation, which is an indirect majority-owned subsidiary of GenAmerica
Corporation. See "Principal Stockholders." Conning Asset Management Company,
which is a wholly-owned subsidiary of Conning & Company, provides asset
management and mortgage origination services for the Company. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Investments" and "Business -- Certain Relationships and Related
Transactions." A director of the parent corporation of Chase Securities Inc. is
also a board member of The Prudential Insurance Company of America, a beneficial
owner of 5% of the Voting Common. See "Principal Stockholders." Certain of the
Underwriters or their affiliates have, from time to time, performed investment
and commercial banking and other services for the Company and GenAmerica or
their affiliates in the ordinary course of business and have received fees in
connection therewith.

Because of the relationship between RGA and Conning & Company, this
Offering is being conducted pursuant to National Association of Securities
Dealers, Inc. (the "NASD") Conduct Rule 2720. In accordance with these
provisions, A.G. Edwards & Sons, Inc. is acting, and assuming the responsibility
of acting, as qualified independent underwriter ("QIU"), and the offering price
of the Non-Voting Common offered hereby will be no higher than that recommended
by the QIU, which should in no event be considered or relied upon as indicative
of the actual value of the Non-Voting Common and which recommendation is not
intended for the benefit of and may not be relied upon by any person other than
RGA. RGA has agreed to pay the QIU $25,000 for acting as a qualified independent
underwriter. The QIU has participated in the preparation of the Registration
Statement of which this Prospectus is a part and has performed due diligence
with respect thereto.

RGA has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act, or to contribute to
payments the Underwriters may be required to make in respect thereof.

65
<PAGE> 69

LEGAL MATTERS

The validity of the Non-Voting Common being offered hereby will be passed
upon for RGA by Lewis, Rice & Fingersh, L.C., St. Louis, Missouri, and by James
E. Sherman, Esq., General Counsel and Secretary of RGA, and certain legal
matters related to the Offering will be passed upon for the Underwriters by
Bryan Cave LLP, St. Louis, Missouri. Mr. Sherman is also an employee and
Associate General Counsel of General American and is an officer and/or a member
of the Board of Directors of various of RGA's subsidiaries. A partner of Bryan
Cave LLP serves as a director of GenAmerica Corporation and General American.
Bryan Cave LLP, from time to time, serves as counsel to General American and
certain of its affiliates, including the Company.

EXPERTS

The consolidated financial statements and schedules of the Company
appearing in the Company's Annual Report on Form 10-K for the year ended
December 31, 1997 have been audited by KPMG Peat Marwick LLP, independent
certified public accountants, as set forth in their reports thereon included
therein and incorporated herein by reference. Such consolidated financial
statements and schedules are incorporated by reference in reliance upon such
reports given upon the authority of such firm as experts in accounting and
auditing.

AVAILABLE INFORMATION

RGA is subject to the informational requirements of the Exchange Act and,
in accordance therewith, files reports, proxy statements and other information
with the Commission. Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549
and at the Commission's Regional Offices located at Seven World Trade Center,
13th Floor, New York, New York 10048 and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can be
obtained from the Public Reference Section of the Commission at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The
Commission maintains a web site that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission. Such reports, proxy and information statements and other
information may be found on the Commission's web site address,
http://www.sec.gov. Such reports, proxy statements and information also can be
inspected at the office of the NYSE, 20 Broad Street, New York, New York 10005.

This Prospectus constitutes a part of a Registration Statement on Form S-3
(together with all amendments and exhibits, referred to herein as the
"Registration Statement") filed by the Company with the Commission under the
Securities Act with respect to the Non-Voting Common being offered hereby. This
Prospectus does not contain all of the information set forth in the Registration
Statement and the exhibits and schedules thereto, certain parts of which are
omitted as permitted by the rules and regulations of the Commission. For further
information with respect to the Company and the Non-Voting Common being offered
hereby, reference is made to the Registration Statement which can be inspected
at the public reference facilities at the offices of the Commission set forth
above. Any statements contained herein concerning the provision of any document
filed as an exhibit to the Registration Statement or otherwise filed with the
Commission or incorporated by reference herein are not necessarily complete,
and, in each instance, reference is made to the copy of such document so filed
for a more complete description of the matter involved. Each such reference is
qualified in its entirety by such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by RGA (File No. 1-11848) with the Commission
pursuant to the Exchange Act are incorporated by reference herein and made a
part hereof: (1) RGA's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, as amended on Form 10-K/A-1 filed with the Commission on
April 8, 1998, (2) RGA's Quarterly Report on Form 10-Q for the quarter ended
March 31,
66
<PAGE> 70

1998, as amended by its Quarterly Report on Form 10-Q/A filed with the
Commission on May 14, 1998, (3) the description of Non-Voting Common contained
in RGA's Registration Statement on Form 8-A filed with the Commission on May 5,
1998, including any amendments or reports filed for the purpose of updating such
description, and (4) the description of the preferred stock purchase rights
contained in RGA's Registration Statement on Form 8-A filed with the Commission
on April 7, 1993, as amended on Form 8-A/A filed with the Commission on April
28, 1993, including any amendments or reports filed for the purpose of updating
such description.

All documents filed by RGA with the Commission pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of this Offering of the Non-Voting Common shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents, unless any such document shall
expressly state that it is not to be incorporated by reference. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein (or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein) modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus or any amendment or supplement hereto.

RGA undertakes to provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of such person, a
copy of any or all of the documents incorporated herein by reference, other than
exhibits to such documents unless such exhibits are specifically incorporated by
reference into such documents. Requests for such documents should be directed
to: Reinsurance Group of America, Incorporated, 660 Mason Ridge Center Drive,
St. Louis, Missouri 63141-8557, Attention Jack B. Lay, Executive Vice President
and Chief Financial Officer, telephone number (314) 453-7300.

67
<PAGE> 71

======================================================

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Cautionary Statement Regarding Forward-
Looking Statements................... (i)
Prospectus Summary..................... 1
Risk Factors........................... 6
Use of Proceeds........................ 7
Price Range of Capital Stock and
Dividends............................ 7
Capitalization......................... 8
Selected Consolidated Financial Data... 9
Management's Discussion and Analysis of
Financial Condition and Results of
Operations........................... 11
Business............................... 31
Management............................. 47
Principal Stockholders................. 50
Description of Capital Stock........... 51
Certain U.S. Federal Income Tax
Considerations for Non-U.S. Holders
of Non-Voting Common................. 61
Underwriting........................... 64
Legal Matters.......................... 66
Experts................................ 66
Available Information.................. 66
Incorporation of Certain Documents by
Reference............................ 66
</TABLE>

======================================================
======================================================

5,300,000 SHARES

[RGA LOGO]

NON-VOTING COMMON STOCK

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

PROSPECTUS
, 1998

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

A.G. EDWARDS & SONS, INC.

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

MORGAN STANLEY DEAN WITTER

CHASE SECURITIES INC.

CONNING & COMPANY

======================================================
<PAGE> 72

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following (except SEC, NASD and New York Stock Exchange fees) are
estimates of the other expenses of issuance and distribution:

<TABLE>
<S> <C>
SEC Registration Fee........................................ $ 98,329.50
NASD Filing Fee............................................. 30,500.00
New York Stock Exchange, Inc. Listing Fee................... 56,463.00
Blue Sky Qualification Fees and Expenses.................... 15,000.00
Accounting Fees and Expenses................................ 100,000.00
Legal Fees and Expenses..................................... 125,000.00
Printing and Engraving Expenses............................. 125,000.00
Transfer and Registrar Fees................................. 1,500.00
Miscellaneous............................................... 148,207.50
-----------
Total............................................. $700,000.00
===========
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 351.355(1) of the Revised Statutes of Missouri provides that a
corporation may indemnify a director, officer, employee or agent of the
corporation in any action, suit or proceeding other than an action by or in the
right of the corporation, against expenses (including attorney's fees),
judgments, fines and settlement amounts actually and reasonably incurred by him
in connection with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the corporation and, with respect to any criminal action, had no reasonable
cause to believe his contact was unlawful. Section 351.355(2) provides that the
corporation may indemnify any such person in any action or suit by or in the
right of the corporation against expenses (including attorneys' fees) and
settlement amounts actually and reasonably incurred by him in connection with
the defense or settlement of the action or suit if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the corporation, except that he may not be indemnified in respect of any matter
in which he has been adjudged liable for negligence or misconduct in the
performance of his duty to the corporation, unless authorized by the court.
Section 351.355(3) provides that a corporation may indemnify any such person
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the action, suit or proceeding if he has been successful
in defense of such action, suit or proceeding and if such action, suit or
proceeding is one for which the corporation may indemnify him under Section
351.355(1) or (2). Section 351.355(7) provides that a corporation shall have the
power to give any further indemnity to any such person, in addition to the
indemnity otherwise authorized under Section 351.355, provided such further
indemnity is either (i) authorized, directed or provided for in the articles of
incorporation of the corporation or any duly adopted amendment thereof or (ii)
is authorized, directed or provided for in any by-law or agreement of the
corporation which has been adopted by a vote of the stockholders of the
corporation, provided that no such indemnity shall indemnify any person from or
on account of such person's conduct which was finally adjudged to have been
knowingly fraudulent, deliberately dishonest or willful misconduct.

The Restated Articles of Incorporation of RGA filed as Exhibit 3.1 to this
Registration Statement contain provisions indemnifying its directors, officers,
employees and agents to the extent authorized specifically by Sections
351.355(1), (2) (3) and (7). RGA has entered into indemnification contracts with
the officers and directors of RGA. The contracts provide that RGA under certain
circumstances may self-insure against directors' and officers' liabilities now
insured under the policy of insurance referred to below and will provide
indemnity to the fullest extent permitted by law against all expenses (including
attorneys' fees), judgments, fines and settlement amounts, paid or incurred in
any action or proceeding, including any act on behalf of RGA, on account of
their service as a director or officer of RGA, any subsidiary of RGA or any
other company or enterprise when they are serving in such capacities at the
request of RGA, excepting only cases

II-1
<PAGE> 73

where the conduct of such person is adjudged to be knowingly fraudulent,
deliberately dishonest or willful misconduct.

Directors or officers of RGA who are directors or officers of General
American may also be entitled to indemnification under the provisions of an
agreement with General American providing indemnification to them since they
serve, at General American's request, as directors or officers of RGA. Such
individuals may also be covered by General American's directors' and officers'
liability insurance policy.

The form of Underwriting Agreement filed as Exhibit 1.1 to this
Registration Statement provides for the mutual indemnification of RGA and any
Underwriters, their respective controlling persons, directors and certain of
their officers, against certain liabilities, including liabilities under the
Securities Act of 1933, as amended.

General American maintains a policy of insurance under which the directors
and officers of RGA are insured, subject to the limits of the policy, against
certain losses, as defined in the policy, arising from claims made against such
directors and officers by reason of any wrongful acts, as defined in the policy,
in their respective capacities as directors or officers.

ITEM 16. EXHIBITS.

See Index to Exhibits.

ITEM 17. UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, (the "Securities Act") may be permitted to directors,
officers and controlling persons of the Company pursuant to the provisions
described under "Item 15 -- Indemnification of Directors and Officers" above, or
otherwise, the Company has been advised that in the opinion of the Commission
such indemnification against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been sealed by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

The Company hereby undertakes: (1) That for purposes of determining any
liability under the Securities Act, the information omitted from the form of
prospectus filed as part of this Registration Statement in reliance upon Rule
430A and contained in a form of prospectus filed by the Company pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part
of this Registration Statement as of the time it was declared effective; (2)
That for the purpose of determining any liability under the Securities Act, each
post-effective amendment that contains a form of prospectus shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; (3) That for purposes of determining any liability
under the Securities Act, each filing of the Company's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and (4) To deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given, the latest
annual report, to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Exchange Act; and, where interim financial information
required to be presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.

II-2
<PAGE> 74

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused
Amendment No. 3 to this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of St. Louis, State of
Missouri, on June 4, 1998.

REINSURANCE GROUP OF AMERICA,
INCORPORATED

By: /s/ DAVID B. ATKINSON

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

David B. Atkinson

Executive Vice President and Chief
Operating Officer

Pursuant to the requirements of the Securities Act of 1933, as amended,
Amendment No. 3 to this Registration Statement has been signed on June 4, 1998,
by the following persons in the capacities indicated.

<TABLE>
<CAPTION>
NAME TITLE/POSITION
---- --------------
<S> <C> <C>

* Chairman of the Board of Directors
- ------------------------------------------
Richard A. Liddy

* President, Chief Executive Officer and
- ------------------------------------------ Director (principal executive officer)
A. Greig Woodring

* Executive Vice President and Chief
- ------------------------------------------ Financial Officer (principal financial
Jack B. Lay and accounting officer)

* Director
- ------------------------------------------
J. Cliff Eason

* Director
- ------------------------------------------
Bernard A. Edison

* Director
- ------------------------------------------
Stuart Greenbaum

* Director
- ------------------------------------------
William A. Peck

* Director
- ------------------------------------------
Leonard M. Rubenstein

* Director
- ------------------------------------------
William P. Stiritz

* Director
- ------------------------------------------
H. Edwin Trusheim

*By /s/ JAMES E. SHERMAN
- -------------------------------------
Attorney-in-fact
</TABLE>

II-3
<PAGE> 75

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
NUMBER EXHIBIT
- ------ -------
<C> <S>

1.1 Form of Underwriting Agreement.*
3.1 Restated Articles of Incorporation of Reinsurance Group of
America, Incorporated, incorporated herein by reference to
Registration Statement on Form S-1 (No. 33-58960) filed on
March 2, 1993.
3.2 Bylaws of Reinsurance Group of America, Incorporated,
incorporated herein by reference to Registration Statement
on Form S-1 (No. 33-58960) filed on March 2, 1993.
3.3 Form of Amendment to Restated Articles of Incorporation of
Reinsurance Group of America, Incorporated.*
4.1 Form of Specimen Certificate for Non-Voting Common for
Reinsurance Group of America, Incorporated.*
4.2 Rights Agreement, as amended, dated as of May 4, 1993,
between Reinsurance Group of America, Incorporated and
Boatmen's Trust Company, as Rights Agent, incorporated
herein by reference to Amendment No. 1 to Form 10-Q for the
quarter ended March 31, 1997 (No. 1-11848) filed on May 21,
1997.
4.3 Second Amendment to Rights Agreement, dated as of April 22,
1998, between Reinsurance Group of America, Incorporated and
ChaseMellon Shareholder Services, L.L.C. (as successor to
Boatmen's Trust Company), as Rights Agent.*
5.1 Opinion of Lewis, Rice & Fingersh, L.C.*
23.1 Consent of Lewis, Rice & Fingersh, L.C. (included as part of
Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP.
24.1 Power of Attorney.*
</TABLE>

- -------------------------
* Previously filed.

<PAGE> 1
Exhibit 23.2

Independent Auditors' Consent

The Board of Directors
Reinsurance Group of America, Incorporated

We consent to the incorporation by reference in the Registration Statement
(No. 333-51777) on Form S-3 of Reinsurance Group of America, Incorporated of
our reports dated January 29, 1998, relating to the consolidated balance
sheets of Reinsurance Group of America, Incorporated and subsidiaries as of
December 31, 1997 and 1996, and the related consolidated statements of income,
stockholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1997, and all related schedules, which reports are
included in the December 31, 1997 annual report on Form 10-K of Reinsurance
Group of America, Incorporated, and to the reference to our firm under the
heading "Experts" in the prospectus.

/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP

St. Louis, Missouri

June 4, 1998