þ

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:		$55,739.65				Filing Party:		Reinsurance Group of America, Incorporated
Form or Registration No.:		Form S-4				Date Filed:		June 3, 2008
		Registration No. 333-151390

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

        Check the appropriate boxes below to designate any transactions to which the statement relates:

o		third-party tender offer subject to Rule 14d-1.		o		going-private transaction subject to Rule 13e-3.
þ		issuer tender offer subject to Rule 13e-4.		o		amendment to Schedule 13D under Rule 13d-2.

       Check the following box if the filing is a final amendment reporting the results of the tender offer: þ
 

 

 

     This Amendment No. 5 amends and supplements the Tender Offer Statement on Schedule TO (as amended, the “Schedule TO”) initially filed by MetLife, Inc., a Delaware corporation (“MetLife”), with the U.S. Securities and Exchange Commission on August 14, 2008.

     The Schedule TO relates to the offer by MetLife to exchange 29,243,539 shares of class B common stock, par value $0.01 per share (“RGA class B common stock”), of Reinsurance Group of America, Incorporated, a Missouri corporation (“RGA”), for shares of common stock, par value $0.01 per share of MetLife (“MetLife common stock”), upon the terms and subject to the conditions set forth in the Prospectus—Offer to Exchange, dated August 11, 2008 (the “Prospectus”), and the related letters of transmittal and instructional booklets thereto, copies of which are attached hereto as Exhibits (a)(1)(i) — (a)(1)(xiv) (the “Exchange Offer”). In connection with the Exchange Offer, RGA has filed under the U.S. Securities Act of 1933, as amended, a registration statement on Form S-4, as amended (Registration No. 333-152828), to register the shares of RGA class B common stock and associated preferred stock purchase rights offered in exchange for shares of MetLife common stock tendered in the Exchange Offer, which registration statement contains the Prospectus. RGA has separately filed a registration statement on Form S-4, as amended (Registration No. 333-151390), to register the shares of RGA class A common stock and associated preferred stock purchase rights that were issued in the recapitalization of RGA which occurred immediately prior to the closing of the Exchange Offer, which registration statement contains a proxy statement/prospectus dated August 4, 2008.

     As permitted by General Instruction F to Schedule TO, the information set forth in the Prospectus and the related letters of transmittal and instructional booklets thereto, copies of which are attached hereto as Exhibits (a)(1)(i) — (a)(1)(xiv), are incorporated herein by reference in response to all the items of this Schedule TO, except as otherwise set forth below.

Item 4. Terms of the Transaction.

     Item 4(a) of the Schedule TO, which incorporates by reference the information contained in the Prospectus, is hereby amended and supplemented by adding the following thereto:

     The Exchange Offer expired at 12:00 midnight, New York City time, at the end of Thursday, September 11, 2008. Under the terms of the Exchange Offer, MetLife accepted for exchange 23,093,689 shares of MetLife common stock in exchange for the 29,243,539 shares of RGA class B common stock held by MetLife. Each share of MetLife common stock accepted for exchange by MetLife was exchanged for 1.2663 shares of RGA class B common stock.

     Because the Exchange Offer was oversubscribed, MetLife accepted tendered shares on a pro rata basis in proportion to the number of shares tendered. Stockholders who owned less than 100 shares of MetLife common stock, or an “odd-lot”, who validly tendered all of their shares, could elect not to be subject to proration, in accordance with the terms of the Exchange Offer. All shares of MetLife common stock tendered by eligible electing odd-lot stockholders have been accepted. The final proration factor of 8.9% was applied to all tendered shares of MetLife common stock (other than shares tendered by odd-lot stockholders who elected not to be subject to proration) to determine the number of such shares that would be accepted.

     Based on the final count by BNY Mellon Shareowner Services, the exchange agent for the Exchange Offer, the results of the Exchange Offer are as follows:

Total number of shares of MetLife common stock tendered			244,703.920
Shares tendered that were subject to proration			243,362,133
“Odd-lot” shares tendered that were not subject to proration			1,341,787
as a result of election by odd-lot stockholders
Total number of shares of MetLife common stock accepted			23,093,689

     On September 17, 2008, MetLife issued press releases announcing the final results of the Exchange Offer, copies of which are attached as Exhibits (a)(1)(xviii) and (a)(1)(xix) hereto and are incorporated herein by reference.

Item 12. Exhibits.

     Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits thereto:

     (a)(1)(xviii) Press Release, dated September 17, 2008, Announcing Final Results of the Exchange Offer for the Split-Off of Reinsurance Group of America, Incorporated (incorporated by reference to MetLife’s Form 8-K filed with the SEC on September 17, 2008).

     (a)(1)(xix) Press Release, dated September 17, 2008, Providing Updated, Final Results of the Exchange Offer for the Split-Off of Reinsurance Group of America, Incorporated (incorporated by reference to MetLife’s Form 8-K filed with the SEC on September 17, 2008).

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 17, 2008

EXHIBIT INDEX

Exhibit
No.
(a)(1)(i)		Prospectus—Offer to Exchange, dated August 11, 2008 (incorporated by reference to RGA’s Registration Statement on Form S-4 (File No. 333-152828), as amended, filed with the U.S. Securities and Exchange Commission on August 6, 2008 (the “RGA Registration Statement”)).
(a)(1)(ii)*		Letter of Transmittal for the Exchange Offer (book entry).
(a)(1)(iii)*		Letter of Transmittal for the Exchange Offer (certificates).
(a)(1)(iv)*		Letter of Instructions for the Exchange Offer (MetLife Policyholder Trust).
(a)(1)(v)*		Participant Direction Form for Exchange Offer (MetLife Employee Benefit Plans).
(a)(1)(vi)*		Instructions for Letter of Transmittal for the Exchange Offer (book entry and certificates).
(a)(1)(vii)*		Instructions for Letter of Instructions for the Exchange Offer (MetLife Policyholder Trust).
(a)(1)(viii)*		Instructional Letter to Participants in MetLife Employee Benefit Plans.
(a)(1)(ix)*		Notice of Guaranteed Delivery.
(a)(1)(x)*		Notice of Withdrawal (book entry and certificates).
(a)(1)(xi)*		Notice of Withdrawal (MetLife Policyholder Trust).
(a)(1)(xii)*		Notice of Withdrawal (MetLife Employee Benefit Plans).
(a)(1)(xiii)*		Form of Letter to Brokers.
(a)(1)(xiv)*		Form of Letter from Brokers to Clients.
(a)(1)(xv)*		Press Release, dated August 14, 2008, Announcing that MetLife, Inc. Has Commenced an Exchange Offer for the Split-Off of Reinsurance Group of America, Incorporated.
(a)(1)(xvi)*		Press Release, dated September 11, 2008, Announcing Final Exchange Ratio for the Exchange Offer for the Split-Off of Reinsurance Group of America, Incorporated (incorporated by reference to MetLife’s Form 425 filed with the SEC on September 11, 2008).
(a)(1)(xvii)*		Press Release, dated September 12, 2008, Announcing Preliminary Results of Exchange Offer for the Split-Off of Reinsurance Group of America, Incorporated (incorporated by reference to MetLife’s Form 8-K filed with the SEC on September 12, 2008).
(a)(1)(xviii)		Press Release, dated September 17, 2008, Announcing Final Results of the Exchange Offer for the Split-Off of Reinsurance Group of America, Incorporated (incorporated by reference to MetLife’s Form 8-K filed with the SEC on September 17, 2008).
(a)(1)(xix)		Press Release, dated September 17, 2008, Providing Updated, Final Results of the Exchange Offer for the Split-Off of Reinsurance Group of America, Incorporated (incorporated by reference to MetLife’s Form 8-K filed with the SEC on September 17, 2008).
(a)(4)(i)		Prospectus—Offer to Exchange, dated August 11, 2008 (incorporated by reference to the RGA Registration Statement).
(a)(4)(ii)†		Text of the website that is being maintained in connection with the Exchange Offer, updated on August 14, 2008 (incorporated by reference to MetLife’s Form 425 filed with the SEC on August 14, 2008).

Exhibit
No.
(a)(4)(iii)†		Text of the website that is being maintained in connection with the Exchange Offer, updated on August 15, 2008 (incorporated by reference to MetLife’s Form 425 filed with the SEC on August 15, 2008).
(a)(4)(iv)†		Text of the website that is being maintained in connection with the Exchange Offer, updated on August 18, 2008 (incorporated by reference to MetLife’s Form 425 filed with the SEC on August 18, 2008).
(a)(4)(v)†		Text of the website that is being maintained in connection with the Exchange Offer, updated on August 19, 2008 (incorporated by reference to MetLife’s Form 425 filed with the SEC on August 19, 2008).
(a)(4)(vi)†		Text of the website that is being maintained in connection with the Exchange Offer, updated on August 20, 2008 (incorporated by reference to MetLife’s Form 425 filed with the SEC on August 20, 2008).
(a)(4)(vii)†		Text of the website that is being maintained in connection with the Exchange Offer, updated on August 21, 2008 (incorporated by reference to MetLife’s Form 425 filed with the SEC on August 21, 2008).
(a)(4)(viii)†		Text of the website that is being maintained in connection with the Exchange Offer, updated on August 22, 2008 (incorporated by reference to MetLife’s Form 425 filed with the SEC on August 22, 2008).
(a)(4)(ix)†		Text of the website that is being maintained in connection with the Exchange Offer, updated on August 25, 2008 (incorporated by reference to MetLife’s Form 425 filed with the SEC on August 25, 2008).
(a)(4)(x)†		Text of the website that is being maintained in connection with the Exchange Offer, updated on August 26, 2008 (incorporated by reference to MetLife’s Form 425 filed with the SEC on August 26, 2008).
(a)(4)(xi)		Text of the website that is being maintained in connection with the Exchange Offer, updated on August 27, 2008 (incorporated by reference to MetLife’s Form 425 filed with the SEC on August 27, 2008).
(a)(4)(xii)		Text of the website that is being maintained in connection with the Exchange Offer, updated on August 28, 2008 (incorporated by reference to MetLife’s Form 425 filed with the SEC on August 28, 2008).
(a)(4)(xiii)		Text of the website that is being maintained in connection with the Exchange Offer, updated on August 29, 2008 (incorporated by reference to MetLife’s Form 425 filed with the SEC on August 29, 2008).
(a)(4)(xiv)		Text of the website that is being maintained in connection with the Exchange Offer, updated on September 2, 2008 (incorporated by reference to MetLife’s Form 425 filed with the SEC on September 2, 2008).
(a)(4)(xv)		Text of the website that is being maintained in connection with the Exchange Offer, updated on September 3, 2008 (incorporated by reference to MetLife’s Form 425 filed with the SEC on September 3, 2008).
(a)(4)(xvi)		Text of the website that is being maintained in connection with the Exchange Offer, updated on September 4, 2008 (incorporated by reference to MetLife’s Form 425 filed with the SEC on September 4, 2008).
(a)(4)(xvii)		Text of the website that is being maintained in connection with the Exchange Offer, updated on September 5, 2008 (incorporated by reference to MetLife’s Form 425 filed with the SEC on September 5, 2008).
(a)(4)(xviii)		Text of the website that is being maintained in connection with the Exchange Offer, updated on September 8, 2008 (incorporated by reference to MetLife’s Form 425 filed with the SEC on September 8, 2008).

Exhibit
No.
(a)(4)(xix)		Text of the website that is being maintained in connection with the Exchange Offer, updated on September 9, 2008 (incorporated by reference to MetLife’s Form 425 filed with the SEC on September 9, 2008).
(a)(4)(xx)		Text of the website that is being maintained in connection with the Exchange Offer, updated on September 10, 2008 (incorporated by reference to MetLife’s Form 425 filed with the SEC on September 10, 2008).
(a)(4)(xxi)		Text of the website that is being maintained in connection with the Exchange Offer, updated on September 11, 2008 (incorporated by reference to MetLife’s Form 425 filed with the SEC on September 11, 2008).
(a)(4)(xxii)		Text of the website that is being maintained in connection with the Exchange Offer, updated on September 12, 2008 (incorporated by reference to MetLife’s Form 425 filed with the SEC on September 12, 2008).
(d)		Recapitalization and Distribution Agreement, dated as of June 1, 2008, by and between MetLife and RGA (incorporated by reference to Exhibit 10.1 to the RGA Registration Statement).
(h)		Opinion of Wachtell, Lipton, Rosen & Katz (incorporated by reference to Exhibit 8.1 to the RGA Registration Statement).