SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* SHERMAN JAMES E (Last) (First) (Middle) 1370 TIMBERLAKE MANOR PARKWAY (Street) CHESTERFIELD MO 63017 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol REINSURANCE GROUP OF AMERICA INC [ RGA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) EVP & General Counsel
	3. Date of Earliest Transaction (Month/Day/Year) 09/12/2008
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/12/2008		J(1)	V	9,349	D	(1)	0	D
Class A Common Stock	09/12/2008		J(1)	V	9,349	A	(1)	9,349	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to purchase)	$31.91	09/12/2008		J(1)	V		1,660	(2)	01/01/2012	Common Stock	1,660	(1)	0	D
Stock Option (right to purchase)	$31.91	09/12/2008		J(1)	V	1,660		(2)	01/01/2012	Class A Common Stock	1,660	(1)	1,660	D
Stock Option (right to purchase)	$27.29	09/12/2008		J(1)	V		4,075	(3)	01/29/2013	Common Stock	4,075	(1)	0	D
Stock Option (right to purchase)	$27.29	09/12/2008		J(1)	V	4,075		(3)	01/29/2013	Class A Common Stock	4,075	(1)	4,075	D
Stock Option (right to purchase)	$39.61	09/12/2008		J(1)	V		5,475	(4)	01/28/2014	Common Stock	5,475	(1)	0	D
Stock Option (right to purchase)	$39.61	09/12/2008		J(1)	V	5,475		(4)	01/28/2014	Class A Common Stock	5,475	(1)	5,475	D
Stock Option (right to purchase)	$47.47	09/12/2008		J(1)	V		4,582	(5)	01/27/2015	Common Stock	4,582	(1)	0	D
Stock Option (right to purchase)	$47.47	09/12/2008		J(1)	V	4,582		(5)	01/27/2015	Class A Common Stock	4,582	(1)	4,582	D
Stock Option (right to purchase)	$47.48	09/12/2008		J(1)	V		4,739	(6)	02/21/2016	Common Stock	4,739	(1)	0	D
Stock Option (right to purchase)	$47.48	09/12/2008		J(1)	V	4,739		(6)	02/21/2016	Class A Common Stock	4,739	(1)	4,739	D
Stock Option (right to purchase)	$59.63	09/12/2008		J(1)	V		3,886	(7)	02/20/2017	Common Stock	3,886	(1)	0	D
Stock Option (right to purchase)	$59.63	09/12/2008		J(1)	V	3,886		(7)	02/20/2017	Class A Common Stock	3,886	(1)	3,886	D
Stock Option (right to purchase)	$56.03	09/12/2008		J(1)	V		6,941	(8)	02/20/2018	Common Stock	6,941	(1)	0	D
Stock Option (right to purchase)	$56.03	09/12/2008		J(1)	V	6,941		(8)	02/20/2018	Class A Common Stock	6,941	(1)	6,941	D

Explanation of Responses:

1. Pursuant to a reclassification exempt under Rule 16b-7 (also under Rule 16b-3(d) and (e)), each share of Common Stock was reclassified into one share of Class A Common Stock.

2. The options were granted on January 1, 2002 and vest in 20% increments on each of January 1, 2003, 2004, 2005, 2006 and 2007.

3. The options were granted on January 29, 2003 and vest in 20% increments on each of January 1, 2004, 2005, 2006, 2007 and 2008.

4. The options were granted on January 28, 2004 and vest in 25% increments on each of December 31, 2005, 2006, 2007 and 2008.

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

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

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

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

	/s/ William Hutton by power of attorney	09/30/2008
	** Signature of Reporting Person	Date
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