UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 6, 2007

REINSURANCE GROUP OF AMERICA, INCORPORATED

(Exact Name of Registrant as Specified in its Charter)

Missouri		1-11848		43-1627032
(State or other jurisdiction of		(Commission		(IRS Employer
incorporation)		File Number)		Identification Number)

1370 Timberlake Manor Parkway, Chesterfield, Missouri 63017
(Address of principal executive offices)

Registrant’s telephone number, including area code: (636) 736-7000

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 8.01. Other Events.

On March 6, 2007, in connection with its existing effective shelf registration statement, Reinsurance Group of America, Incorporated (the “Company”) filed a Statement of Eligibility on Form T-1 for The Bank of New York Trust Company, N.A., as successor trustee to The Bank of New York, with respect to Senior Debt Securities under the Company’s Senior Indenture dated December 19, 2001 (the “Senior Indenture”). The Bank of New York had previously served as the trustee under the Indenture, which was qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), by means of the filing of a Statement of Eligibility as Exhibit 25.1 to the Company’s effective shelf registration statement on Form S-3 (Nos. 333-131761, 333-131761-01 and 333-131761-02, the “Registration Statement”), which Registration Statement was automatically effective upon filing. The attached Form T-1 for The Bank of New York Trust Company, N.A. replaces the previously filed Form T-1 and is hereby included in the Registration Statement. The Form T-1 is also filed with the Securities and Exchange Commission pursuant to Section 305 of the Trust Indenture Act.

This report does not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, nor shall there be any sale of 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

See exhibit index.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INDEX TO EXHIBITS

Exhibit No.		Description
25.1		Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Trust Company, N.A., as successor Trustee under the Senior Indenture.

Exhibit 25.1

 

 

FORM T-1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)       o

THE BANK OF NEW YORK TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

		95-3571558
(State of incorporation		(I.R.S. employer
if not a U.S. national bank)		identification no.)
700 South Flower Street
Suite 500
Los Angeles, California		90017
(Address of principal executive offices)		(Zip code)

REINSURANCE GROUP OF AMERICA, INCORPORATED

(Exact name of obligor as specified in its charter)

Missouri		46-1627032
(State or other jurisdiction of		(I.R.S. employer
incorporation or organization)		identification no.)
1370 Timberlake Manor Parkway
Chesterfield, Missouri		63017-6039
(Address of principal executive offices)		(Zip code)

Senior Debt Securities
(Title of the indenture securities)

 

 

1.

General information. Furnish the following information as to the trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.

Name		Address
Comptroller of the Currency United States Department of the Treasury		Washington, D.C. 20219
Federal Reserve Bank		San Francisco, California 94105
Federal Deposit Insurance Corporation		Washington, D.C. 20429

(b)

Whether it is authorized to exercise corporate trust powers.

Yes.

2.

Affiliations with Obligor.

		If the obligor is an affiliate of the trustee, describe each such affiliation.
		None.

16.		List of Exhibits.
		Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

	1.		A copy of the articles of association of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948).
	2.		A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).
	3.		A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948).
	4.		A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121948).

	6.		The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-121948).
	7.		A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

SIGNATURE

     Pursuant to the requirements of the Act, the trustee, The Bank of New York Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Chicago, and State of Illinois, on the 5th day of March, 2007.

EXHIBIT 7

Consolidated Report of Condition of
THE BANK OF NEW YORK TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017

     At the close of business December 31, 2006, published in accordance with Federal regulatory authority instructions.

						Dollar Amounts
						in Thousands
ASSETS
Cash and balances due from
depository institutions:
Noninterest-bearing balances and currency and coin							10,020
Interest-bearing balances							0
Securities:
Held-to-maturity securities							56
Available-for-sale securities							64,801
Federal funds sold and securities
purchased under agreements to resell:
Federal funds sold							49,900
Securities purchased under agreements to resell							40,000
Loans and lease financing receivables:
Loans and leases held for sale							0
Loans and leases,
net of unearned income	0
LESS: Allowance for loan and
lease losses	0
Loans and leases, net of unearned
income and allowance							0
Trading assets							0
Premises and fixed assets (including capitalized leases)							5,051
Other real estate owned							0
Investments in unconsolidated
subsidiaries and associated companies							0
Not applicable
Intangible assets:
Goodwill							889,415
Other Intangible Assets							277,086
Other assets							113,348
Total assets						$	1,449,677

LIABILITIES
Deposits:
In domestic offices							2,517
Noninterest-bearing					2,517
Interest-bearing					0
Not applicable
Federal funds purchased and securities
sold under agreements to repurchase:
Federal funds purchased							0
Securities sold under agreements to repurchase							0
Trading liabilities							0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)							58,000
Not applicable
Not applicable
Subordinated notes and debentures							0
Other liabilities							127,233
Total liabilities							187,750
Minority interest in consolidated subsidiaries							0
EQUITY CAPITAL
Perpetual preferred stock and related surplus							0
Common stock							1,000
Surplus (exclude all surplus related to preferred stock)							1,121,520
Retained earnings							139,524
Accumulated other comprehensive income							-117
Other equity capital components							0
Total equity capital							1,261,927
Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)							1,449,677

     I, William J. Winkelmann, Vice President of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

     William J. Winkelmann )                      Vice President

     We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

		Michael K. Klugman, President			)
		Michael F. McFadden, MD			)			Directors (Trustees)
		Frank P. Sulzberger, Vice President			)