SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Nitsou Paul (Last) (First) (Middle) 1370 TIMBERLAKE MANOR PARKWAY (Street) CHESTERFIELD MO 63017 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/31/2008	3. Issuer Name and Ticker or Trading Symbol REINSURANCE GROUP OF AMERICA INC [ RGA ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Pres. & COO -RGA International	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	29,676	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to purchase)	12/31/2004	01/01/2010	Common Stock	9,843	23.19	D
Employee Stock Option (right to purchase)	12/31/2005	01/01/2011	Common Stock	8,302	29.81	D
Employee Stock Option (right to purchase)	12/31/2006	01/01/2012	Common Stock	8,221	31.91	D
Employee Stock Option (right to purchase)	12/31/2007	01/29/2013	Common Stock	12,697	27.29	D
Employee Stock Option (right to purchase)	12/31/2008	01/28/2014	Common Stock	10,320	39.61	D
Employee Stock Option (right to purchase)	(1)	01/27/2015	Common Stock	8,953	47.47	D
Employee Stock Option (right to purchase)	(2)	02/21/2016	Common Stock	9,741	47.48	D
Employee Stock Option (right to purchase)	(3)	02/20/2017	Common Stock	7,987	59.63	D
Employee Stock Option (right to purchase)	(4)	02/20/2018	Common Stock	10,114	56.03	D

Explanation of Responses:

1. The options were granted on January 27, 2005 and vest in 25% increments on each of December 31, 2006, 2007, 2008 and 2009.

2. The options were granted on February 21, 2006 and vest in 25% increments on each of December 31, 2007, 2008, 2009 and 2010.

3. The options were granted on February 20, 2007 and vest in 25% increments on each of December 31, 2008, 2009, 2010 and 2011.

4. The options were granted on February 20, 2008 and vest in 25% increments on each of December 31, 2009, 2010, 2011 and 2012.

Remarks:

Exhibit List - Exhibit 24 - confirming statement

	William Hutton, by power of attorney	02/27/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Exhibit 24

 

POWER OF ATTORNEY

The undersigned, as an executive officer of Reinsurance Group of America, Incorporated hereby constitutes and appoints Jack B. Lay, James E. Sherman, and William L. Hutton, and each of them singly, with full power to sign for me, and in my name and in the capacity stated below, an application for an Edgar SEC Form ID, Forms 3, 4 and 5 and any other forms concerning beneficial ownership of equity securities in Reinsurance Group of America, Incorporated required under Section 16( a) of the Securities Exchange Act of 1934, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission.

I hereby grant to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I might or could do if personally present, with full power of substitution or revocations, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.

This Power of Attorney shall remain in full force and effect until I am no longer required to file Forms 3, 4, and 5 with respect to my holdings of and transactions in securities issued by the Company, unless earlier revoked by me in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, I have caused this Power of Attorney to be executed as of December 31, 2008.

Signature