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     This Statement amends the Schedule 13D Statement, as amended, of (i) MetLife, Inc. (“MLINC”), (ii) Metropolitan Life Insurance Company, a wholly owned subsidiary of MLINC (“MetLife”), (iii) GenAmerica Financial, LLC, a wholly owned subsidiary of MetLife (“GenAm Financial”) and (iv) General American Life Insurance Company, a wholly owned subsidiary of GenAm Financial (“GenAm Life” and collectively with MLINC, MetLife and GenAm Financial, the “Filing Parties”), in respect of shares of common stock, par value $0.01 per share (“Shares”), of Reinsurance Group of America, Incorporated, a Missouri corporation (“RGA”), as follows:

ITEM 4.  PURPOSE OF TRANSACTION.

     Item 4 is hereby amended by replacing the final sentence of the third paragraph with the following:

     “On January 25, 2006, Lisa M. Weber resigned from her position on the Board of Directors of RGA. On January 26, 2006, Georgette A. Piligian was elected as a director of RGA. On January 18, 2007, Leland C. Launer, Jr. resigned from his position as chairman of the Board of Directors of RGA. On January 25, 2007, Steven A. Kandarian was elected as a director and as chairman of the Board of Directors of RGA.”

     Item 4 is hereby further amended by replacing the penultimate paragraph thereof with the following:

     “As previously disclosed, the Filing Parties continuously evaluate RGA’s businesses and prospects, alternative investment opportunities and other factors deemed relevant in determining whether additional Shares will be acquired by any of the Filing Parties or whether any of the Filing Parties will dispose of Shares. At any time, depending on certain factors including market conditions, trading prices for the Shares and of the securities of MLINC, actions taken by the Board of Directors of RGA, alternative investment opportunities and the outlook for RGA, the Filing Parties and other industry participants, one or more of the Filing Parties may acquire additional Shares or may dispose of some or all of the Shares beneficially owned by such Filing Parties, in either case in the open market, in privately negotiated transactions or otherwise. In this connection, the Filing Parties are examining certain alternatives for the disposition of all of the Shares held by the Filing Parties, including a tax-free exchange of all or substantially all of such Shares with MLINC securityholders and a sale of all or substantially all of such Shares to a third party. There is no assurance that the Filing Parties will determine to or agree with any other person to effect any transaction relating to the Shares or otherwise, nor as to the terms of any such transaction.”

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.

     Item 5 is hereby amended by replacing the first sentence of the first paragraph of Item 5(a) and (b) with the following:

     “(a) and (b). As of February 22, 2008, each of the Filing Parties beneficially owned 32,243,539 Shares, or approximately 52 percent of the outstanding Shares.”

     Item 5 is hereby further amended by replacing the last paragraph of Item 5(a) and

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(b) with the following:

     “The percentage amounts set forth in this Item 5 are based upon 62,001,463 Shares issued and outstanding as of October 31, 2007, as reported in RGA’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007.”

     Item 5 is hereby further amended by removing the second paragraph of Item 5(a) and 5(b).

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER.

     Item 6 is hereby amended by removing the last paragraph of Item 6.

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS.

Exhibit		Description of Exhibits
99.1		Directors and Executive Officers of the Filing Parties
99.9		Agreement Required for Joint Filing Under Rule 13d-1(k)(1)

 

 

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    SIGNATURE

 After reasonable 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.

February 22, 2008

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Exhibit 99.1

Directors and Executive Officers of the Filing Parties

Set forth below is the name and present principal occupation or employment of each director and executive officer of MLINC and MetLife. MLINC is a holding company and MetLife is an insurance company. The principal business address of MLINC and MetLife is 200 Park Avenue, New York, NY 10166-0188. Unless otherwise noted, the business address of each of the directors and executive officers is c/o MetLife, Inc. Each person listed below is a citizen of the United States.

Directors

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GenAm Financial is a holding company. The principal business address of GenAm Financial is One MetLife Plaza, 27-01 Queens Plaza North, Long Island City, New York 11101. GenAm Financial is a limited liability company with MetLife serving as its Manager. The directors and executive officers of MetLife are listed above.

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Set forth below is the name and present principal occupation or employment of each director and executive officer of GenAm Life. GenAm Life is an insurance company. The principal business address of GenAm Life is 13045 Tesson Ferry Road, St. Louis, Missouri 63128. Unless otherwise noted, the business address for each of the directors and executive officers is c/o MetLife, Inc. Each person listed below is a citizen of the United States.

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Exhibit 99.9

Joint Filing Agreement

In accordance with Rule 13d-1(k)(1) of Regulation 13D-G of the Securities Exchange Act of 1934, the persons or entities below agree to the joint filing on behalf of each of them of the Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock of Reinsurance Group of America, Incorporated, and agree that such statement is, and any amendments thereto filed by any of them will be, filed on behalf of each of them, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings.

Dated: February 22, 2008

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