SCHEDULE 14A
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INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO.   )

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REINSURANCE GROUP OF AMERICA, INCORPORATED

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Notice of the Annual Meeting of
the Shareholders of
Reinsurance Group of America, Incorporated

Chesterfield, Missouri
April 8, 2010

TO THE SHAREHOLDERS OF
REINSURANCE GROUP OF AMERICA, INCORPORATED

     The Annual Meeting of the Shareholders of Reinsurance Group of America, Incorporated will be held at the Company’s offices located at 1370 Timberlake Manor Parkway, Chesterfield, Missouri on May 19, 2010, commencing at 2:00 p.m., at which meeting only holders of record of the Company’s common stock at the close of business on March 18, 2010 will be entitled to vote, for the following purposes:

	1.		To elect three directors for terms expiring in 2013 and one director for a term expiring in 2012;
	2.		To ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditor for the fiscal year ending December 31, 2010; and
	3.		To transact such other business as may properly come before the meeting.

		REINSURANCE GROUP OF AMERICA, INCORPORATED
		By
				J. Cliff Eason
				Chairman of the Board
				James E. Sherman
				Secretary

Table of Contents

		Page No.
Notice of the Annual Meeting of Shareholders			i
Information About the 2010 Annual Meeting and Proxy Voting			1
Proxy Statement			1
Item 1 - Election of Directors			2
Corporate Governance			4
Board of Directors and Committees			8
Compensation Discussion and Analysis			9
Compensation Committee Report			21
Executive Compensation			21
Summary Compensation Table			21
Grants of Plan-Based Awards in 2009			22
Outstanding Equity Awards at 2009 Fiscal Year-End			24
Option Exercises and Stock Vested During Fiscal 2009			28
Pension Benefits in Fiscal 2009			29
Nonqualified Deferred Compensation in Fiscal 2009			30
Potential Payments Upon Termination or Change of Control			31
Director Compensation			33
Securities Ownership of Directors, Management and Certain Beneficial Owners			34
Certain Relationships and Related Person Transactions			36
Item 2 — Ratification of Appointment of the Independent Auditor			38
Equity Compensation Plan Information			40
Additional Information			40

Information About the 2010 Annual Meeting and Proxy Voting

Even though you may plan to attend the meeting in person, please mark, date, and execute the enclosed proxy and mail it promptly. A postage-paid return envelope is enclosed for your convenience.

1370 Timberlake Manor Parkway
Chesterfield, Missouri 63017-6039

Proxy Statement
for the
Annual Meeting of the Shareholders
To Be Held May 19, 2010
at RGA’s Offices in Chesterfield, Missouri

     This Proxy Statement is furnished to the holders of common stock of Reinsurance Group of America, Incorporated (the “Company” or “RGA”) in connection with the solicitation of proxies for use in connection with the Annual Meeting of the Shareholders to be held at 2:00 p.m. May 19, 2010, and all adjournments and postponements thereof, for the purposes set forth in the accompanying Notice of the Annual Meeting of the Shareholders. Such holders are hereinafter referred to as the “Shareholders.” The Company is first mailing this Proxy Statement and the enclosed Annual Report to Shareholders for the fiscal year ended December 31, 2009, on or about April 8, 2010.

     Whether or not you expect to be present in person at the meeting, you are requested to complete, sign, date, and return the enclosed form of proxy. If you attend the meeting, you may vote by ballot. If you do not attend the meeting, your shares of common stock can be voted only when represented by a properly executed proxy.

     Any person giving such a proxy has the right to revoke it at any time before it is voted by giving written notice of revocation to the Secretary of the Company, by duly executing and delivering a proxy bearing a later date, or by attending the Annual Meeting and voting in person.

     The close of business on March 18, 2010 has been fixed as the record date for the determination of the Shareholders entitled to vote at the Annual Meeting of the Shareholders. As of the record date, approximately 73,096,349 shares of common stock were outstanding and entitled to be voted at such meeting. Shareholders will be entitled to cast one vote on each matter for each share of common stock held of record on the record date.

     The Board of Directors of the Company makes this proxy solicitation. The solicitation will primarily be by mail and the expense thereof will be paid by the Company. In addition, proxies may be solicited by telephone or telefax by directors, officers, or regular employees of the Company.

Important Notice Regarding the Availability of Proxy Materials for the Shareholders Meeting to be held May 19, 2010: This Proxy Statement and our 2009 Annual Report to Shareholders are available at www.rgare.com.

Item 1 — Election of Directors

     The first item to be acted upon at the Annual Meeting is (a) the election of Rachel Lomax, William J. Bartlett and Alan C. Henderson as directors of the Company for terms expiring at the Annual Meeting in 2013, and (b) the election of Fred Sievert as a director of the Company for a term expiring at the Annual Meeting in 2012, or until their respective successors have been elected and have qualified. Proxies cannot be voted for a greater number of persons than the number of nominees named.

Nominees and Continuing Directors

     The Board of Directors is divided into three classes, each of which contains three directors, with the terms of office of each class ending in successive years. Currently, the Board has nine directors. Certain information with respect to the nominees for election as directors proposed by the Company and the other directors whose terms of office as directors will continue after the Annual Meeting is set forth below. Each of the directors has served in his or her principal occupation for the last five fiscal years, unless otherwise indicated.

     Should any one or more of the nominees be unable or unwilling to serve (which is not expected), the proxies (except proxies marked to the contrary) will be voted for such other person or persons as the Board of Directors of the Company may recommend. All of the nominees are currently directors of the Company. All of the nominees for director have agreed to serve if elected.

New Directors

     On July 23, 2009 and on January 28, 2010, in accordance with the terms and conditions expressed in the Company’s Amended and Restated Articles of Incorporation, the Board elected Rachel Lomax and Fred Sievert respectively, as new Directors by the affirmative vote of a majority of the entire Board of Directors.

Vote Required

     If a quorum is present, the vote required to approve this Item 1 is a majority of the common stock represented in person or by proxy at the Annual Meeting. The Company recommends a vote FOR the nominees for election to the Board.

To Be Elected as Directors for Terms Ending in 2013:		Director Since
William J. Bartlett, 60			2004
Retired partner, Ernst & Young Australia. Mr. Bartlett was an accountant and consultant with Ernst & Young for over 35 years and advised numerous clients in the global insurance industry. Mr. Bartlett was appointed a partner of Ernst & Young in Sydney, Australia in July 1980, a position he held until his retirement in June 2003. He served as chairman of the firm’s global insurance practice from 1991 to 2000, and was chairman of the Australian insurance practice group from 1989 to 1998. He holds several professional memberships in Australia (ACPA and FCA), South Africa (CASA), and the United Kingdom (FCMA). Mr. Bartlett previously served as a member of the Australian Life Insurance Actuarial Standards Board and a consultant to the Australian Financial Reporting Council on Auditor Independence.

To Be Elected as Directors for Terms Ending in 2013:		Director Since
Alan C. Henderson, 64			2002
Retired President and Chief Executive Officer of RehabCare Group, Inc. (“RehabCare”) from June 1998 until June 2003. Prior to becoming President and Chief Executive Officer, Mr. Henderson was Executive Vice President, Chief Financial Officer and Secretary of RehabCare from 1991 through May 1998. Mr. Henderson was a director of RehabCare from June 1998 to December 2003, Angelica Corporation from March 2001 to June 2003, and General American Capital Corp., a registered investment company, from October 1989 to April 2003.
Rachel Lomax, 64			2009
Former Deputy Governor, Monetary Stability at the Bank of England from 2003 to 2008, where she was responsible for monetary assessment and money market operation. Prior to joining the Bank, Ms. Lomax served as Permanent Secretary for the Department of Transport and held the same position at the Department for Work and Pensions (1999 to 2002) and the Welsh Office (1996 to 1999). She served as Vice President and Chief of Staff to the President of the World Bank from 1995 to 1996, and was Head of the Economic and Domestic Secretariat at the Cabinet Office in 1994. Ms. Lomax is an independent, non-executive director of HSBC Holdings plc, and The Scottish American Investment Company PLC.

To Be Elected as Director for Term Ending in 2012:		Director Since
Fred Sievert, 62			2010
Retired President of New York Life Insurance Company from 2002 through 2007. Mr. Sievert shared responsibility for overall company management in the Office of the Chairman, from 2004 until his retirement in 2007. Mr. Sievert joined New York Life in 1992 as senior vice president and chief financial officer. In 1995, Mr. Sievert was promoted to executive vice president and was elected to the Board of Directors in November 1996. In addition, he was president and a member of the board of New York Life Insurance and Annuity Corporation, served as chairman of the board of NYLIFE Insurance Company of Arizona, and served on the Board of Directors for Max New York Life, the company’s joint venture in India, Siam Commercial New York Life, the joint venture in Thailand, and the company’s South Korea operation. Prior to joining New York Life, Mr. Sievert was a senior vice president for Royal Maccabees Life Insurance Company, a subsidiary of the Royal Insurance Group of London, England.

To Continue in Office Until 2012:		Director Since
Stuart I. Greenbaum, 73			1997
Professor emeritus at the John M. Olin School of Business at Washington University since January 2007. Mr. Greenbaum served as Dean of the Olin School of Business from July 1995 to July 2005 and as professor from July 1995 to January 2007. Prior to joining the Olin School of Business, he spent 20 years at the Kellogg Graduate School of Management at Northwestern University where he was Director of the Banking Research Center and Norman Strunk Distinguished Professor of Financial Institutions. Mr. Greenbaum has served on the Federal Savings and Loan Advisory Council and the Illinois Task Force on Financial Services, and has been a consultant for the American Bankers Association, the Bank Administration Institute, the Comptroller of the Currency, the Federal Reserve System, and the Federal Home Loan Bank System, among others.

To Continue in Office Until 2012:		Director Since
A. Greig Woodring, 58		1993
President and Chief Executive Officer of the Company since 1993. Mr. Woodring headed the reinsurance business at General American Life Insurance Company (“General American”) from 1986 until the Company’s formation in December 1992. He also serves as a director and officer of a number of subsidiaries of the Company.

To Continue in Office Until 2011:		Director Since
John F. Danahy, 63			2009
Retired Chairman and Chief Operating Officer of May Merchandising Company and May Department Stores International, subsidiaries of The May Department Stores Company (MDSC). Mr. Danahy served in various positions within MDSC for 38 years until his retirement in 2006. Mr. Danahy previously served as corporate-wide Senior Vice President of Information Technology and as Chairman and Chief Operating Officer of The Famous-Barr Co. for five years. Mr. Danahy has an Executive Master of Business Administration degree from Washington University’s Olin Business School.
Arnoud W.A. Boot, 50			2009
Professor of Corporate Finance and Financial Markets at the University of Amsterdam and director of the Amsterdam Center for Law & Economics since 2002. Mr. Boot is the Founder and Director of the Amsterdam Center for Corporate Finance. Prior to his current positions, Mr. Boot was a partner in the Finance and Strategy Practice at McKinsey & Company from 2000 through 2001 and was the Vice Dean, Faculty of Economics and Econometrics at the University of Amsterdam from 1998 through 2000. Mr. Boot serves as a member of the Dutch Social Economic Council and the Bank Council of the Dutch Central Bank. He is an advisor to the Riksbank (Central Bank of Sweden). He is also a research fellow at the Centre for Economic Policy Research in London and the Davidson Institute of the University of Michigan.
J. Cliff Eason, 62			1993
Retired President and CEO of Southwestern Bell Telephone, SBC Communications, Inc. (“SBC”), a position he held from September 2000 through January 2001. Mr. Eason served as President, Network Services from 1999 through 2000; President, SBC International of SBC, from 1998 until 1999; President and CEO of Southwestern Bell Telephone Company (“SWBTC”) from 1996 until 1998; President and CEO of Southwestern Bell Communications, Inc. from 1995 through 1996; President of Network Services of SWBTC from 1993 through 1995; and President of Southwestern Bell Telephone Company of the Midwest from 1992 to 1993. He held various other positions with SBC and its subsidiaries prior to 1992. Mr. Eason was a director of Williams Communications Group, Inc. until his retirement in January 2001.

Corporate Governance

     We have adopted an Employee Code of Business Conduct and Ethics (the “Employee Code”), a Directors’ Code of Conduct (the “Directors’ Code”), and a Financial Management Code of Professional Conduct (the “Financial Management Code”). The Employee Code applies to all employees and officers of RGA and its subsidiaries. The Directors’ Code applies to directors of RGA and its subsidiaries. The Financial Management Code applies to our chief executive officer, chief financial officer, corporate controller, primary financial officers in each business unit, and all professionals in finance and finance-related

departments. We intend to satisfy any disclosure obligations under Item 5.05 of Form 8-K by posting on our website information about amendments to, or waivers from, any provision of the Financial Management Code that applies to our chief executive officer, chief financial officer, and corporate controller.

     In March 2004, the Board of Directors adopted Corporate Governance Guidelines (revised February 2009), a revised Audit Committee Charter, charters for the Compensation Committee and Nominating and Corporate Governance Committee and in July 2009, the Board adopted a charter for the Finance, Investment and Risk Management Committee (collectively “Governance Documents”). The Codes and Governance Documents referenced above are available on our website at www.rgare.com. Information on our website does not constitute part of this Proxy Statement. We will provide without charge, upon written or oral request, a copy of any of the Codes of Conduct or Governance Documents. Requests should be directed to Investor Relations, Reinsurance Group of America, Incorporated, 1370 Timberlake Manor Parkway, Chesterfield, Missouri 63017 by electronic mail (investrelations@rgare.com), or by telephone (636-736-7243).

Qualifications of Directors

     Our Board of Directors is made up of nine individuals, each with a valuable core set of skills, talents and attributes that make them a good fit for our Company’s Board as a whole. When searching for new Board candidates, the Nominating and Corporate Governance Committee considers the evolving needs of the Board and searches for candidates that fill any current or anticipated future gap. As determined by our Board and the Nominating and Corporate Governance Committee, all of our directors possess the following qualifications: financial literacy; leadership experience; commitment to the Company’s values; absence of conflicting commitments; and knowledge and experience that will complement that of other directors and promote the creation of shareholder value. Other areas of expertise or experience are desirable given our Company’s industry and the current make-up of the Board, such as expertise or experience in: life insurance, information technology, international markets, operations, capital markets, banking, risk management, public company service and actuarial science. The process undertaken by the Nominating and Corporate Governance Committee in recommending qualified director candidates is described under “Shareholder Nominations and Proposals.”

     All of our directors bring significant executive leadership derived from their careers and professions. When considering whether our current directors had the experience, qualifications, attributes and skills, taken as a whole, to enable the Board of Directors to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the Nominating and Corporate Governance Committee and the Board of Directors focused primarily on the information discussed in each of the Directors’ individual biographies described above.

Director Independence

     In accordance with the Corporate Governance Guidelines, the Board undertook reviews of director independence in February 2009 and February 2010. During each of these reviews, the Board received a report from our Law Department noting that there were no transactions or relationships between RGA or its subsidiaries and any of Messrs. Bartlett, Eason, Greenbaum, Henderson, Danahy, Boot, nor any member of such director’s immediate family. The Board received similar reports regarding Ms. Lomax in July 2009 and Mr. Sievert in January 2010. The purpose of this review was to determine whether any of those directors had a material relationship with us that would preclude such director from being independent under the listing standards of the New York Stock Exchange (“NYSE”) or our Corporate Governance Guidelines.

     As a result of this review, the Board affirmatively determined, in its judgment, that each of the eight directors named above are independent of us and our management under the applicable standards. Mr. Woodring is a non-independent director because he is our Chief Executive Officer.

Board Diversity

     Although we do not have a formal policy with respect to diversity, the Nominating and Corporate Governance Committee believes that it is essential that the Board members represent diverse viewpoints,

skills and experience. When considering Board candidates, the Committee focuses on various aspects of diversity, such as diversity of gender, race, national origin, education, professional experience, geographic representation and differences in viewpoints and skills.

Board Leadership Structure

     In recognition of the differences between the two roles and in order to maximize effective board leadership, our Company separates the position of CEO and Chairman of the Board. The CEO is responsible for setting the strategic direction for the Company and the day to day leadership and performance of the Company, while the Chairman of the Board provides guidance to the CEO and sets the agenda for Board meetings and presides over meetings of the full Board.

The Board’s Role in Risk Oversight

     The Board has an active and ongoing role, as a whole and also at the committee level, in overseeing management of the Company’s risks. In April 2009, the Board of Directors established a Finance, Investment and Risk Management (“FIRM”) Committee to assist the Board with its oversight responsibilities and strengthen and support efforts to promote best practices in the Company’s enterprise risk management activities. The FIRM Committee reviews, monitors, and when appropriate, approves the Company’s programs, policies and strategies relating to financial and investment risks and overall enterprise risk management. In addition, the Audit Committee oversees management of risks related to accounting and financial reporting and reviews reports on ethics and compliance matters each quarter. The Compensation Committee is responsible for overseeing the management of risks relating to the Company’s employee compensation policies, practices, plans and arrangements. The Nominating and Corporate Governance Committee manages risks associated with the independence of the Board of Directors and potential conflicts of interest. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, Committee meetings are scheduled so the entire Board of Directors (including directors who are not actual committee members) are able to participate in Committee meetings and stay apprised of the risks monitored and discussed by each Committee. In addition, each Committee provides quarterly committee reports and committee recommendations as required or appropriate.

Risk Considerations in our Compensation Program

     The Compensation Committee continually considers the Company’s long-standing culture which emphasizes incremental continuous improvement and sustained shareholder value creation, and ensures that these factors are reflected in the design of the Company’s compensations plans. Our program is structured so that a considerable amount of our incentive eligible employees’ compensation is tied to the long-term health of the Company. We avoid the type of disproportionately large short-term incentives that could encourage employees to take risks that may not be in RGA shareholder’s long-term interests, and we weight our management’s incentive compensation toward profitability and long-term performance. We believe this combination of factors encourages our executives and other employees to manage RGA in a prudent manner with a focus on increasing shareholder value over the long-term. Furthermore, as described in our Compensation Discussion and Analysis, the Compensation Committee may exercise full discretion and include subjective considerations in its incentive compensation decisions, which restrains the influence of formulae or objective factors on excessive risk taking.

     While a significant portion of our executive compensation plan is performance-based, we do not believe that our program encourages excessive or unnecessary risk-taking. While risk-taking is a fundamental and necessary part of our business, the Compensation Committee has focused on aligning the Company’s compensation policies with the Company’s long-term interests and avoiding short-term rewards for management decisions that could pose long-term risks to the Company as follows:

•

Management Incentive Plan. Our Management Incentive Plan (“MIP”) is designed to reinforce our pay for performance culture by making a significant portion of management’s annual bonus compensation variable and based solely or on a combination of Company business unit or individual

			(except for the NEOs) performance. The MIP aligns annual cash bonus compensation with our short-term business strategies and the targets reflect our short-term goals for operating earnings per share and revenue growth. The Compensation Committee sets award levels with a minimum level of performance that must be met before any payment can be made. To further ensure that there is not a significant incentive for unnecessary risk-taking, we cap the payout of these awards at 200% of target. We measure Company performance under the MIP based 75% on annual operating earnings (net income from continuing operations less realized capital gains and losses and certain other non-operating items) per share and 25% on annual consolidated revenues, which helps weight the incentive toward actual profitability as compared to pure revenue growth.
	•		Intermediate Term Bonus Program. Our Intermediate Term Bonus (“ITB”) program is a three year performance-driven incentive program which reinforces our intermediate-term strategic, financial and operating goals. The measures used for ITB awards are an important means of aligning the economic interests of management and shareholders. Annual grants of performance contingent restricted stock (“PCRS”) are designed to reward the achievement of specific intermediate-term corporate financial performance goals. The Compensation Committee sets award levels with a minimum level of performance that must be met before any payment can be made. To further ensure that there is not a significant incentive for unnecessary risk-taking, we cap the payout of these awards at 200% of target. We measure performance for the 2007 ITB awards based 67% on a compound annual growth rate for operating earnings per share and 33% on a compound annual growth rate for revenue, both calculated as of the end of the three-year performance period. Commencing with the 2008 ITB awards, operating return on average equity (“ROE”) replaced growth in operating earnings as an ITB measure, and for the 2010 ITB award we added a measure for relative return on average equity, which the Compensation Committee believes helps weight the incentive further toward risk-adjusted profitability.
	•		Long Term Incentive Compensation. Our Flexible Stock Plan provides for the award of various types of long-term equity incentives, including stock options, to officers at the vice president level and above who have the ability to favorably affect our business and financial performance. We believe that stock options provide the most appropriate vehicle for providing long-term value to management because of the economic tie to shareholder value. Annual grants of stock options allow us to reward the achievement of long-term goals and are based on our desire to achieve an appropriate balance between the overall risk and reward for short, intermediate and long-term incentive opportunities.
	•		Share Ownership Guidelines. Our share ownership guidelines require officers at the level of Senior Vice President and higher to hold a specified value of Company stock which is based on a multiple of their annual salary. This ensures that our senior management will have a significant amount of value tied to long-term holdings in RGA stock.

Communications with the Board of Directors

     The Board of Directors has posted the process whereby interested parties and shareholders can communicate with our directors and the Board on our website at www.rgare.com. Information on our website does not constitute part of this Proxy Statement. Interested parties and shareholders may communicate directly with our presiding director, Mr. Eason, by sending a written communication as follows:

General Counsel
Reinsurance Group of America, Incorporated
1370 Timberlake Manor Parkway
Chesterfield, MO 63017

The process for communicating with the Board provides that the General Counsel will make a record of the receipt of any such communications. All properly addressed communications will be delivered to the

specified recipient(s) not less than once each calendar quarter, and will not be directed to or reviewed by management prior to receipt by such persons.

Board of Directors and Committees

     The Board of Directors held a total of six regular meetings and no special meetings during 2009. Each incumbent director attended at least 75% of the meetings of the Board and committees on which he or she served during 2009. We do not have a policy with regard to attendance by Directors at the annual meeting of shareholders. The Chairman of the Board attended the 2009 annual meeting of shareholders. The Board of Directors has an Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), a Compensation Committee, a Nominating and Corporate Governance Committee, and a Finance, Investment and Risk Management Committee.

Audit Committee

     The Audit Committee met eight times in 2009. From January 1, 2009 until April 15, 2009, the Committee consisted of Messrs. Bartlett (Chairman), Eason, Greenbaum, and Henderson. As of April 15, 2009, the Committee consisted of Messrs. Bartlett (Chairman), Boot and Danahy. Ms. Lomax joined the Committee on July 23, 2009. The Committee is directly responsible for the appointment, compensation, retention and oversight of the work of our independent auditor. The Committee oversees our accounting and financial reporting processes, the adequacy of our internal controls over financial reporting and disclosure controls and procedures, the integrity of our financial statements, pre-approves all audit and non-audit services to be provided by the independent auditor, reviews reports concerning significant legal and regulatory matters, and reviews the plans and performance of our internal audit function. The Committee also reviews and discusses our filings on Forms 10-K and 10-Q, including the financial information in those filings. The Audit Committee works closely with management as well as our independent auditor and internal auditor. A more detailed description of the role and responsibilities of the Audit Committee is set forth in a written charter, adopted by the Board of Directors, which is available on our website (www.rgare.com). The Audit Committee has established procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls, or auditing matters. Please see the process regarding contacting the Audit Committee on our website.

     The Board of Directors has determined, in its judgment, that all of the members of the Audit Committee are independent within the meaning of Securities and Exchange Commission (“SEC”) regulations applicable to audit committees and the NYSE listing standards. The Board of Directors has determined, in its judgment, that Messrs. Bartlett, Boot, Danahy and Ms. Lomax are qualified as audit committee financial experts within the meaning of SEC regulations, and the Board has determined that each of them has accounting and related financial management expertise within the meaning of the NYSE listing standards. The Audit Committee Charter provides that members of the Audit Committee may not simultaneously serve on the audit committee of more than two other public companies, unless he or she satisfactorily demonstrates that they have the ability to devote the time and attention required to serve on multiple audit committees.

Compensation Committee

     The Compensation Committee met six times during 2009. From January 1, 2009 until April 15, 2009, the Committee consisted of Messrs. Henderson (Chairman), Bartlett, Eason and Greenbaum. As of April 15, 2009, the Committee consisted of Messrs. Danahy (Chairman), Eason and Boot. The Committee meets as often as necessary to perform its duties and responsibilities, which include establishing and overseeing our general compensation policies, reviewing and approving the performance and compensation of the CEO, other named executive officers and members of our senior management. A more detailed description of the role and responsibilities of the Compensation Committee is set forth in a written charter adopted by the Board of Directors, which is available on our website (www.rgare.com). Information on our website does not constitute part of this Proxy Statement. The Board of Directors has determined, in its judgment, that all of the Committee’s members are independent within the meaning of the NYSE listing standards.

     Compensation Committee Interlocks and Insider Participation

     The members of the Compensation Committee are not and have never been officers or employees of RGA or any of its subsidiaries. No directors or executive officers of our Company serve on the compensation committee of another company of which a member of our Compensation Committee is an officer.

Nominating and Corporate Governance Committee

     The Nominating and Corporate Governance Committee met three times in 2009. From January 1, 2009 until April 15, 2009, the Committee consisted of Messrs. Greenbaum (Chairman), Bartlett, Eason and Henderson. As of April 15, 2009, the Committee consisted of Messrs. Henderson (Chairman), Eason and Greenbaum. This Committee is responsible for developing and implementing policies and practices relating to corporate governance, including reviewing and monitoring implementation of our Corporate Governance Guidelines. In addition, the Committee identifies individuals qualified to become members of the Board, consistent with the criteria established by the Board; develops and reviews background information on candidates for the Board; and makes recommendations to the Board regarding such candidates. The Committee also will prepare and supervise the Board’s annual review of director independence and the performance of self-evaluations to be conducted by the Board and Committees. A more detailed description of the role and responsibilities of the Nominating and Corporate Governance Committee is set forth in a written charter adopted by the Board of Directors, which is available on our website (www.rgare.com). The Board of Directors has determined, in its judgment, that all of the Committee’s members are independent within the meaning of the NYSE listing standards. Shareholders wishing to propose nominees to the Committee for consideration should notify in writing our Secretary in accordance with the process described in “Additional Information — Shareholder Nominations and Proposals.” The Secretary will inform the members of the Committee of such nominees.

Finance, Investment and Risk Management Committee

     The Board of Directors formed a Finance, Investment and Risk Management Committee in April 2009. This Committee met four times in 2009. From inception, the Committee consisted of Messrs. Greenbaum (Chairman), Bartlett, Henderson and Woodring. On July 23, 2009, Ms. Lomax joined the Committee. This Committee is responsible for assisting the Board in connection with its oversight responsibilities for the Company’s risk, investment and finance policies, programs, procedures and strategies. In addition, the Committee reviews, monitors, and when appropriate, approves the Company’s programs, policies and strategies relating to financial and investment risks and overall enterprise risk management. A more detailed description of the role and responsibilities of the Finance, Investment and Risk Management Committee is set forth in a written charter adopted by the Board of Directors, which is available on our website (www.rgare.com).

Compensation Discussion and Analysis

     Our Board of Directors has delegated to the Compensation Committee (the “Committee”) the authority to establish and oversee our general compensation policies, review the performance and approve the compensation of our CEO, other named executive officers and members of our senior management. The Committee also produces this annual report on executive compensation for inclusion in our Proxy Statement (the “CD&A”). From January 1, 2009 until April 15, 2009, the Committee consisted of Messrs. Henderson (Chairman), Bartlett, Eason and Greenbaum. As of April 15, 2009, the Committee consisted of Messrs. Danahy (Chairman), Eason, and Boot. The Board of Directors has determined that for fiscal year 2009, Messrs. Woodring, Lay, Schuster, Watson, Nitsou and Neemeh are the “named executive officers” or “NEOs” to be included in this proxy statement.

Compensation Philosophy and Objectives

     We design our compensation philosophy and objectives to:

	•		provide competitive total compensation opportunities that will attract, retain and motivate high-performing executives;
	•		align the compensation plans to our business strategies;
	•		reinforce our pay for performance culture by making a significant portion of compensation variable and based on company and business unit performance; and
	•		align the financial interests of our executives and shareholders through stock-based incentives and by building executive ownership in the Company.

     We use two key financial performance measures and weights designed to add emphasis to operating earnings to align our compensation plans to our business strategies, reinforce our pay for performance culture using variable compensation based on performance, and align the financial interests of our executives with our shareholders. We measure Company performance under our Management Incentive Plan (or “MIP”) based 75% on annual “operating earnings” per share and 25% on annual consolidated revenues. Operating earnings is our net income from continuing operations less realized capital gains and losses and certain other non-operating items. We use operating earnings, which is a non-GAAP financial measure, as a basis for analyzing and reporting financial results and as a basis for establishing target levels and awards under our incentive compensation plans. For our 2007 Intermediate Term Bonus (“ITB”)program, we measure performance based 67% on a compounded annual growth rate for operating earnings per share and 33% on a compounded annual growth rate for revenue, both calculated as of the end of the three-year performance period. Commencing with the 2008 ITB awards, operating return on average equity replaced growth in operating earnings as an ITB measure, and for the 2010 ITB award we added a measure for relative return on average equity.

Elements of Compensation

     Our compensation program consists of base salary, MIP, ITB, stock options, and retirement and pension benefits. Our base salaries are designed to provide part of a competitive total compensation package that will attract, retain and motivate high-performing executives. The MIP is designed to reinforce our pay for performance culture by making a significant portion of an executive’s compensation variable and based on Company business unit and individual (except for the NEOs) performance, which aligns compensation with our short-term business strategies. Our ITB and stock options are designed to reinforce our pay for performance culture, align the financial interests of our executives and shareholders, align compensation with our intermediate and long-term business strategies, and provide a significant equity component as part of the total compensation package. Finally, our retirement and pension benefits are designed to provide another part of a competitive total compensation package that permits us to attract and retain key members of our management team.

Compensation Consultant

     In forming its recommendations on our overall compensation program, the Committee has, from time to time, engaged an independent consulting firm to provide advice about competitive compensation practices and determine how our executive compensation compares to that of other comparable companies, including publicly held insurance and reinsurance companies. Following a selection and interview process, in January 2007 the Committee directly engaged Hewitt Associates to advise and assist us with decisions relating to our executive compensation program, including providing advice regarding incentive plan design, annual comprehensive competitive market studies, competitive compensation data for directors, technical advice on disclosure requirements relating to executive compensation, and to apprise the Committee of compensation best practices. Hewitt Associates’ initial work consisted of a review of the elements and

structure of our total compensation program, analyzing the performance measures used for the MIP and ITB, reviewing executive retirement plans and evaluating alternative peer groups.

     The initial results of Hewitt Associates’ review were discussed in January 2008, and the Committee used input from Hewitt Associates to help the Committee establish executive compensation for 2008. The Hewitt analysis that was used to establish 2008 executive compensation also served as the basis for decisions we made to establish 2009 executive compensation, which are disclosed and discussed in this CD&A.

Management Participation and Involvement in Compensation Decisions

     Pursuant to the Compensation Committee charter, the Committee makes all compensation decisions and approves the compensation of our CEO, other named executive officers and senior management. Management plays a significant role in the compensation-setting process for the named executive officers (other than the CEO), senior management and all other employees. The most significant aspects of management’s role are:

	•		evaluating employee performance;
	•		recommending business performance targets, goals and objectives; and
	•		recommending salary levels, cash bonus and equity incentive awards.

     Our chief executive officer works with the Committee chair to establish the agenda for Committee meetings. Management also prepares relevant information and reports for each Compensation Committee meeting. Our chief executive officer also participates in Committee meetings at the Committee’s request to provide:

	•		background information regarding our strategic objectives;
	•		his evaluation of the performance of the executive officers; and
	•		compensation recommendations as to executive officers (other than himself).

     Our executive officers and other members of management are also available to Hewitt Associates or any other compensation consultant to provide information regarding position descriptions, compensation history and other information as requested, and to review draft results provided by the Committee’s compensation consultant.

Benchmarking of Compensation

     In 2007, Hewitt Associates performed an analysis of all elements of our executive compensation program and total direct compensation for RGA’s top five named executive officers. The analysis studied national compensation surveys of executive compensation practices and included publicly available information relating to a peer group of 17 publicly traded insurance companies. In addition, an analysis of only the six life insurance companies within the peer group was conducted as an additional reference point. Also in 2007, Towers Perrin was engaged by management to conduct a competitive market assessment of total direct compensation levels for the top executive positions at the Senior Vice President level and above, which at that time included 35 positions. The analysis of the 35 top executive positions was based on survey data from Towers Perrin’s 2007 Financial Services Executive Compensation Survey and Towers Perrin’s 2007 Canadian Executive Compensation data base. Market data provided for each RGA executive was a composite of market data representative of the executive’s scope of responsibility (in terms of assets and revenues) as well as the specific roles of their position at RGA. The analysis also considered company size in terms of premiums, revenues, assets and other similar measures.

     The study of our peers focused on publicly-available information, and thus focused on pay levels for each peer company’s top five executives. Pay levels for our top five executives were compared to peers based on highest-paid ranking, using total cash compensation. When available, position-specific comparisons were also made.

The peer companies studied in 2007 included:

	•		Conseco Inc. (Life & Health Insurance)
	•		Nationwide Financial Services, Inc. (Life & Health Insurance)
	•		Phoenix Companies Inc. (Life & Health Insurance)
	•		Protective Life Corp. (Life & Health Insurance)
	•		StanCorp Financial Group, Inc. (Life & Health Insurance)
	•		Torchmark Corporation (Life & Health Insurance)
	•		Unum Group (Life & Health Insurance)
	•		Arch Capital Group Ltd. (Reinsurance)
	•		Aspen Insurance Holdings Limited. (Property & Casualty)
	•		AXIS Capital Holdings (Property & Casualty Insurance)
	•		W. R. Berkley Corporation (Property & Casualty Insurance)
	•		Endurance Specialty Holdings Ltd. (Reinsurance)
	•		Everest Re Group, Ltd. (Reinsurance)
	•		PartnerRe Ltd. (Reinsurance)
	•		RenaissanceRe Holdings Ltd. (Reinsurance)
	•		Transatlantic Holdings, Inc. (Reinsurance)
	•		XL Capital Ltd. (Property & Casualty Insurance)

Some of the peer companies from our prior compensation review in 2005 (the last 10 listed above) were included in the 2007 review to provide continuity of data between 2007 and earlier compensation studies.

     The Committee defined the peer group based on various metrics, including industry and size. The Committee determined that the peer companies should consist of publicly-traded reinsurers (life and property-casualty) and financial services companies, including direct competitors, which were approximately one-half to 2.5 times our size (based on revenues, assets, and other similar measures). We expect to update the peer company list periodically in order to maintain an appropriate list of companies for pay comparisons as a result of mergers and acquisitions, divestitures, growth in our size and the size of those companies in the peer group, and other changes.

     We used the analyses of Hewitt Associates and Towers Perrin as the reference point for our compensation determinations in 2009 relating to base salary, total cash compensation, long-term incentives and total direct compensation. We considered individual performance, internal pay equity among positions and levels, and the relative importance of positions. We also considered our financial performance as demonstrated by revenue and earnings per share and various other factors that differentiate us from our peers.

     For 2009, the Committee determined a total compensation package for each of the six executives identified in the Summary Compensation Table (whom we refer to as our “named executive officers” or “NEOs”) that includes base salary, MIP bonus, equity awards, and pension benefits. In determining the targeted overall compensation for our chief executive officer, we considered not only the factors described above, but also our performance over the previous two years. We used a similar analysis to establish the targeted overall compensation for our other named executive officers for 2009.

     For each individual named executive officer position benchmarked, we target the median of the peer companies’ pay for each element of compensation. The elements of compensation we targeted consist of base salary, total cash compensation (base salary + annual incentives), long-term incentive awards (equity grants) and total direct compensation as reported by companies in the peer group (base salary + annual incentives + long-term incentive awards). The review provided by Hewitt Associates in 2007 indicated that across the named executive officer positions, in aggregate our 2007 salaries were at 85% of the peer group

medians; our total cash compensation was at 74% of the peer group median; our long-term incentive award levels were at 73% of the peer group median; and our aggregate total direct compensation was at 82% of the peer group median. The following table illustrates the peer company median data compared to RGA target data for the last three years.

		Base				Total Cash				Long-Term				Total Direct
		Salary				Compensation				Incentives				Compensation1
Peer Company Median (2007)		$	3,006			$	6,445			$	4,061			$	9,426
RGA Named Executive Officer		$	2,560			$	4,768			$	2,960			$	7,728
Aggregate (2007)			(85.2%)				(74.0%)				(72.9%)				(82.0%)
RGA Named Executive Officer		$	2,631			$	4,871			$	3,615			$	8,486
Aggregate (2008)			(87.5%)				(75.6%)				(89.0%)				(90.0%)
RGA Named Executive Officer		$	2,728			$	5,045			$	4,450			$	9,495
Aggregate (2009)			(90.7%)				(78.3%)				(109.5%)				(100.6%)

All dollars in thousands

Company Compensation Policies

Base Salaries

     In determining the base salaries of our named executive officers, the Committee considers our compensation compared to that of the relevant market, as determined by a review of published surveys and compensation data of the peer companies. The Committee also considers recommendations submitted to it by our chief executive officer for the other NEOs, and he provides the Committee with details as to executive performance as compared to Company performance and each executive’s individual and divisional results.

     2009 Salaries. In February 2009, based on our compensation strategy, our goals for and analysis of targeted overall compensation, and Company performance during the previous two years, we increased the 2009 base salary for Greig Woodring, our chief executive officer, by 3% to $875,500. This amount reflects a level that we concluded was appropriate based on our review of his performance and leadership, and our consideration of factors relating to motivation and retention. Based upon the recommendations of our chief executive officer and our subjective evaluation of individual performance, we approved the following base salary increases for 2009 for the other named executive officers: Jack Lay, Senior Executive Vice President and Chief Financial Officer — $463,500; Paul Schuster, Senior Executive Vice President, U.S. Operations — $463,500; Graham Watson, Senior Executive Vice President, International — $525,300; Paul Nitsou, President, RGA International — $400,000, and Alain Neemeh, President and CEO, RGA Canada, who is compensated in Canadian dollars — CAD 381,615 ($360,000)

     2010 Salaries. In February 2010, we established base salaries for 2010 for the named executive officers, as follows: Greig Woodring, Chief Executive Officer — $925,000; Jack Lay, Senior Executive Vice President and Chief Financial Officer — $519,120; Paul Schuster, Senior Executive Vice President, U.S. Operations — $482,040; Graham Watson, Senior Executive Vice President, International — $577,830; Paul Nitsou, President, RGA International $452,400, and Alain Neemeh, President and CEO, RGA Canada, who is compensated in Canadian dollars — CAD 412,145 ($364,246).

Annual Management Incentives

     Our management and professional level associates are eligible to participate in our MIP, which provides annual cash incentive compensation based on one or more of the following factors: our overall

performance, the performance of the participant’s division or business unit, and individual performance during the previous year. Under the MIP, participants may receive a cash bonus each year.

     We generally set MIP objectives during February of each year, and determine results and awards the following February. MIP objectives are not tied to our peer group, and are instead tied solely to our financial performance. Our results in 2009 were measured 75% on annual operating earnings (net income from continuing operations less realized capital gains and losses and certain other non-operating items) per share and 25% on annual consolidated revenues. Divisional results are based on each division’s revenues and operating earnings. Individual performance results are measured by progress on major projects, productivity, client development, personal development or similar-type goals in which the employee played a major role. While we intend to tie individual performance to clearly articulated and objective measures, it is necessary, and at times prudent, for management to use a certain degree of discretion in evaluating individual results. Based on these criteria, the Committee approves a schedule of participants, which includes individual incentive allocations, a minimum performance level that must be met before any payment to the individual can be made, as well as a target and a maximum. In addition, overall Company performance must meet certain minimum levels, which we refer to as the “trigger,” as determined in advance by the Committee, before any awards (including any portion of an award based solely on individual performance) are made under the MIP. Awards are based on a specified percentage of salary, which varies for each participant.

     The MIP award is designed to serve as a short-term incentive. Targets reflect our short-term goals for operating earnings per share and revenue growth. The allocation of MIP awards between individual, divisional and company-wide performance varies for each participant based on his or her job responsibilities. In general, allocations for divisional and individual performance are weighted more heavily for employees with less company-wide responsibility, and allocations for company-wide performance are weighted more heavily for executives with more company-wide responsibility. The MIP allocations for Messrs. Woodring, Lay, Schuster and Watson are based solely on overall company results with no specific allocation for divisional or individual performance; accordingly, divisional and individual performance do not affect the size or payout of individual awards to named executive officers. The MIP allocations for Messrs. Nitsou and Neemeh are evenly split between overall Company results and their respective divisions’ performance.

     We consider divisional and individual performance when evaluating total compensation and may, from time to time, establish a specific MIP allocation for a particular business objective or project. The types of individual performance that may be taken into consideration include contributions toward revenue growth, earnings per share, return on equity capital, expense management, or product or client development, as well as, in certain cases, intangible items such as progress toward achievement of strategic goals, leadership capabilities, development of staff, or progress on major projects in which the officer played a key role. The Company has not adopted any policies (e.g. “claw-back”) regarding the adjustment or recovery of awards or payments if the relevant performance measures upon which they are based are restated or otherwise adjusted in a manner that would reduce the size of an award or payment.

     2009 MIP Awards. In February 2009, the Compensation Committee approved the performance goals and business criteria for the named executive officers under the MIP for 2009, including the minimum, target and maximum bonus opportunities, as a percentage of base salary. The targets we established were meant to require substantial efforts by our management team toward our strategic goals, but at the same time they are intended to be within reach if such efforts are made, and also provide significant rewards for extraordinary achievement. We believe that goals that are viewed as too difficult to attain would not have the effect of providing appropriate incentive.

																						Applicable
Performance																		Actual				Percentage
Measure		Weight				Minimum				Target				Maximum				Result				Achieved
Revenues (dollars in millions)			25	%		$	6,282			$	6,883			$	7,296			$	7,067				145	%
Operating Earnings Per Share			75	%		$	5.75			$	6.00			$	6.25			$	5.98				92	%
Weighted Average																							105	%

     In February 2010, the Committee approved the MIP awards for our named executive officers for 2009 performance. The Committee determined that our operating earnings in fiscal 2009 exceeded the amount for threshold bonus awards but did not reach the amount for target bonus awards. Revenue growth exceeded the target amount but did not reach the amount for maximum bonus awards. For Messrs. Woodring, Lay, Schuster and Watson, who have MIP allocations based solely on overall company results, the weighted average of the two MIP measures for 2009 performance was 105%. For Mr. Neemeh, who has a MIP allocation based evenly on results for the Company (105%) and RGA Canada (137%), the weighted average for his two MIP measures for 2009 performance was 121%. For Mr. Nitsou, who has a MIP allocation based evenly on results for the Company (105%) and RGA International (166%), the weighted average for his two MIP measures for 2009 performance was 136%. The average MIP award for 2009 performance as a percentage of salary for our named executive officers was approximately 90%.

     The following table describes the minimum, target and maximum bonus opportunities for the named executive officers, as a percentage of base salary, as approved by the Committee in February 2009, and the actual MIP payments for 2009 performance, as approved by the Committee in February 2010:

														Actual MIP
		2009 Bonus at				2009 Bonus at				2009 Bonus at				Payment for
Name		Minimum				Target				Maximum				2009
Greig Woodring			0	%			100	%			200	%		$	920,377
Jack Lay			0	%			80	%			160	%		$	389,807
Paul Schuster			0	%			80	%			160	%		$	389,807
Graham Watson			0	%			80	%			160	%		$	441,781
Paul Nitsou			0	%			70	%			140	%		$	379,336
Alain Neemeh			0	%			70	%			140	%		$	301,807

     2010 MIP Program and Opportunities. In February 2010, the Compensation Committee approved the performance measures and bonus opportunities for the 2010 MIP, as described in the table below. The design of our fiscal year 2010 annual incentive plan, including the performance period and the incentive opportunities, are substantially the same as for our fiscal year 2009 annual incentive plan. Financial goals were set in the same manner and with the same weightings as described for fiscal year 2009. The 2010 MIP objectives for Messrs. Woodring, Lay, Schuster and Watson are tied solely to overall company performance, measured 75% on annual operating earnings per share and 25% on annual consolidated revenues, with awards based on a specified percentage of salary. The MIP allocations for Messrs. Nitsou and Neemeh are evenly split between overall company performance and their respective divisions’ performance. The targets we established are meant to require substantial efforts by our management toward our strategic goals, but at the same time they are intended to be within reach if such efforts are made, and also provide significant rewards for extraordinary achievement. We believe that goals that are viewed as too difficult to attain would not have the effect of providing appropriate incentive.

		2010 Bonus at				2010 Bonus at				2010 Bonus at
		Minimum				Target				Maximum
Greig Woodring			55	%			110	%			220	%
Jack Lay			40	%			80	%			160	%
Paul Schuster			40	%			80	%			160	%
Graham Watson			40	%			80	%			160	%
Paul Nitsou			35	%			70	%			140	%
Alain Neemeh			35	%			70	%			140	%

Intermediate and Long-Term Incentives

     Our Flexible Stock Plan, which was established in 1993, provides for the award of various types of long-term equity incentives, including stock options, stock appreciation rights, restricted stock, performance shares, and other stock-based awards, to officers at the vice president level and above who have the ability to favorably affect our business and financial performance. The face value of the annual award varies depending on the individual’s position, and ranges from 20% to 170% of base salary. The value of each annual equity incentive grant is evenly split between grants of stock options and performance contingent restricted stock (“PCRS”). We believe this allocation allows us to reward the achievement of intermediate and long-term goals equally, and was based both on comparisons to the market and our desire to achieve an appropriate balance between the overall risk and reward for incentive opportunities.

     The PCRS grants are designed to allow us to reward the achievement of specific intermediate-term corporate financial performance goals with equity that is earned on the basis of performance. The stock options are designed to focus attention on accomplishment of long-term goals and do not have performance criteria. We implemented the PCRS program because we believe it is consistent with our pay-for-performance compensation philosophy and focuses on financial performance. We continue to evaluate the appropriate mix of long-term pay elements (i.e., stock options vs. PCRS or restricted shares) in comparison to the market and to best support our strategy. We believe that stock options provide the most appropriate vehicle for providing long-term value to management because of the tie to shareholder value, while the PCRS grants add an additional performance expectation for our management to focus on growth in earnings per share (operating return on average equity starting in 2008 and adding relative return on average equity in 2010) and revenue over the intermediate-term.

     As discussed above under “Benchmarking of Compensation,” the Committee determines a total compensation package for our named executive officers based on an analysis of competitive market conditions and overall company performance. Accordingly, the Committee does not consider individual performance to a material extent in determining the size of PCRS and stock option awards, however, the named executive officers are expected to maintain an acceptable level of performance to retain award eligibility.

Intermediate-Term Bonus Program

     Our ITB program is a performance-driven incentive program implemented in January 2004 under our Flexible Stock Plan. We believe this program reinforces our strategic and intermediate-term financial and operating goals. Incentive awards are intended to reflect management’s involvement in our performance and to encourage their continued contribution to our future. We view incentive awards as an important means of aligning the economic interests of management and shareholders.

     Our management employees are eligible to participate in this program. The purpose of the ITB is to reward participants if we achieve the rate of growth in revenue and earnings per share (operating return on average equity starting in 2008, and in 2010 also including relative return on average equity) that is approved each year by the Compensation Committee when it considers annual grants. The ITB is an ongoing program with three-year performance periods. Each year, a new three-year cycle begins, giving us the opportunity to alter ITB performance measures as appropriate. The three-year performance and reward period shifts attention toward intermediate and longer-term sustained results.

     The ITB consists of PCRS units that are granted at the beginning of the performance period at target. The Compensation Committee also sets award levels with a minimum level of performance that must be met before any payment to the individual can be made, as well as a target and a maximum. If we do not meet certain performance goals, the awards will not be made, and if we exceed those performance goals, the award can be as much as 200% of the targeted award opportunity. PCRS grants are not treated as outstanding shares until the performance goals are met and awards are made, as determined and approved by the Compensation Committee. Awards are made in units of fully vested, unrestricted common stock. The awards are also contingent upon the participant’s employment status with us at the end of the three-year performance period.

     We use compounded annual growth rates for revenue and operating earnings per share (operating return on average equity starting in 2008, and in 2010 also including relative return on average equity) as the performance measures for the ITB, calculated at the end of the three-year performance period. When we establish the ITB targets for a particular performance period, we may adjust those targets up or down so they are set at amounts or ranges that are generally consistent with our publicly disclosed intermediate-term growth rate goals.

     The grants were made pursuant to the terms of the Flexible Stock Plan and award agreements. Upon retirement of a holder of a PCRS grant made pursuant to this plan, provided that the holder has attained age 55 and a combination of age and service that equals at least 65, the units will be pro-rated based on the number of months of the holder’s participation during the three-year performance period and the number of shares earned.

     2007-2009 ITB Results. In February 2007, we established the minimum, target and maximum annual growth rate goals for revenue and operating earnings per share for the 2007 ITB grant (2007-2009 performance period). We established the ITB target and range for revenue and earnings per share growth for the period beginning in 2007 at levels that are generally consistent with our goals for those measures. As a result, we believe that achievement of the target earnings per share growth rate required a high level of financial and operating performance.

     In January 2010, we reviewed the results for the 2007-2009 performance period and determined that our operating earnings and revenue growth for the three-year performance period attained the level for minimum awards but did not reach the respective targets. The weighted average of the two measures for the period was 68% of target, and we approved payouts on that basis. Actual results are interpolated to determine the performance level achieved among the threshold, target and maximum goals established by the Compensation Committee. The following table describes the growth goals established in February 2007 and actual results determined in January 2010:

																						Applicable
Performance																						Percentage
Measure		Weight				Threshold				Target				Maximum				Actual				Achieved
Revenues			33	%			8	%			12	%			16	%			10.8	%			85.1	%
Operating Earnings Per Share			67	%			8	%			12	%			16	%			8.8	%			59.4	%
Weighted Average																							68.0	%

     See “Option Exercises and Stock Vested During Fiscal 2009” for a description of the share amount and value of the PCRS awards we approved for the 2007 ITB grants.

     2009-2011 ITB Awards. In February 2009, we established the ITB target and range for revenue and operating return on average equity (operating earnings divided by average adjusted equity) (“ROE”). The performance period for the 2009 PCRS grant began on January 1, 2009 and will end on December 31, 2011.

The ROE measure includes capital efficiency in addition to a pure profit metric. We also continued our use of cumulative average growth in revenue over the three-year period because it serves as a better measure of revenue over the long run. We believe the change in the ITB measures reflects a stronger framework to enhance shareholder value. We established the ITB target and range for revenue and return on average equity for the period beginning in 2009 at levels that are consistent with our intermediate-term goals for those measures. As a result, we believe that achievement of the target revenue amount and return on average equity growth rate will require a high level of financial and operating performance.

Performance
Measure		Weight				Threshold				Target				Maximum
Revenues			33	%			9	%			13	%			19	%
ROE			67	%			11	%			13	%			17	%

     See “Grants of Plan-Based Awards in 2009” for a description of the 2009 PCRS grants.

     2010-2012 ITB Awards. In February 2010, we established the ITB targets and ranges for the 2010 PCRS grants. The performance period for the 2010 PCRS grant began on January 1, 2010 and will end on December 31, 2012. We continued the use of ROE for the earnings component in the 2010 PCRS grants but split the remaining 67% allocation equally between the existing ROE measure and a new measure for relative ROE performance against an established peer group.

     We established the ITB targets and ranges for revenue, ROE and relative ROE for the period beginning in 2010 at levels that are consistent with our intermediate-term goals for those measures. As a result, we believe that achievement of the ITB targets will require a high level of financial and operating performance.

     We approved the 2010 PCRS grants for the named executive officers, as follows (number of shares represents the target award): Greig Woodring, Chief Executive Officer — 18,047 shares; Jack Lay, Senior Executive Vice President and Chief Financial Officer — 6,815 shares; Paul Schuster, Senior Executive Vice President, U.S. Operations — 6,815 shares; Graham Watson, Senior Executive Vice President, International — 7,838 shares; Paul Nitsou — 4,565 shares; and Alain Neemeh — 4,565 shares.

Stock Options

     Stock options are granted annually, and the number of options granted is based on position level. Stock options are granted as part of a total compensation package for our management. The Committee considers compensation data of the peer group in determining the amount of options granted to our named executive officers and considers market data from published surveys in determining the amount of options granted to other employees.

     The vesting schedule for recent grants of stock options is five years, no portion of which vests in the first year, and 25% of which vests at the end of each of the four remaining years. Upon retirement of a holder of stock options pursuant to this plan, provided that the holder has attained age 55 and a combination of age and service that equals at least 65, the options continue to vest in accordance with the vesting schedule.

     Since 2006, our Compensation Committee has made the annual stock option grants at its February meeting. The options are granted with an exercise price equal to the fair market value on the grant date, which is the date of the Committee meeting. The fair market value of a share of our common stock on a particular date is the closing price of the shares on the NYSE on the given date. The options expire 10 years after grant.

     2009 Option Grant. In February 2009, we approved the 2009 stock option grants for our named executive officers. We made these grants because we believe that stock options provide the most appropriate vehicle for providing long-term value to management because of the tie to shareholder value. The options have a strike price of $32.20, which is the closing price of our stock on February 18, 2009, the date the grants were approved. The vesting schedule, expiration and other terms are described above under “Stock Options.” The grants were made pursuant to the terms of the Flexible Stock Plan and award agreements. See “Grants of Plan-Based Awards in 2009” for a description of the 2009 option grants.

     2010 Option Grant. In February 2010, we approved the 2010 stock option awards for the named executive officers, as follows: Greig Woodring, Chief Executive Officer — 46,392 shares; Jack Lay, Senior Executive Vice President and Chief Financial Officer — 13,743 shares; Paul Schuster, Senior Executive Vice President, U.S. Operations — 13,743 shares; Graham Watson, Senior Executive Vice President, International — 15,805 shares; Paul Nitsou — 9,205 shares; and Alain Neemeh — 9,205 shares. We made these grants because we believe that stock options provide the most appropriate vehicle for providing long-term value to management because of the tie to shareholder value. The options have a strike price of $47.10, which is the closing price of our stock on February 19, 2010, the date the grants were approved. The vesting schedule, expiration and other terms are described above under “Stock Options.” The grants were made pursuant to the terms of the Flexible Stock Plan and award agreements.

Executive Stock Ownership Guidelines

     In order to further align the interests of our management and our shareholders, our executive stock ownership guidelines provide that our senior executives should seek to hold a market value of our shares, which is based on a multiple of the executive’s base salary, as follows: our Chief Executive Officer (four times), Senior Executive Vice Presidents and Executive Vice Presidents (three times), and Senior Vice Presidents (two times). The market value of shares includes only those shares of common stock that are directly or beneficially owned by the executive. Executives who are subject to the guidelines must retain the net shares (net of applicable taxes and, for options, the exercise cost) from any stock option exercise or award of PCRS until they satisfy their respective stock ownership requirement.

     As of February 2010, Messrs. Woodring, Lay, Schuster and Watson have met the stock ownership requirements through holdings of shares of our common stock.

Timing of Regular Equity Grants

     We typically release earnings for the fourth quarter in late January of the following year. The Compensation Committee meets in mid-February of each year to approve regular grants of stock options and PCRS awards. Equity grants are effective on and have a grant date of the same day as the Committee meeting, and the exercise price for the stock option grants is the closing price of our common stock on the NYSE on the day of the Committee meeting in February. This timing and process is designed to ensure that our fourth-quarter earnings information is fully disseminated to the market by the time the stock option grants and related exercise price are determined. The PCRS awards are measured by financial performance over a three-year period and the market price of our common stock is not a factor in those calculations or measures. Prior to 2006, we made annual equity incentive grants on the date of the board and committee meetings in late January.

Perquisites

     We compensate our executive officers in the form of cash, equity, equity-based awards and retirement benefits. Accordingly, we do not provide executive officers or their families with perquisites such as planes, cars, or apartments, and we do not reimburse executive officers or any of our employees for personal-benefit perquisites such as club dues or other social memberships. Executive officers and other employees may seek reimbursement for business-related expenses in accordance with our business expense reimbursement policy.

Profit Sharing Plan

     All employees of RGA Reinsurance Company who meet the eligibility requirements participate in the profit sharing plan. Effective January 1, 2001, we adopted a safe harbor design for the plan that provides for a match of up to 4% of compensation. All eligible employees are also entitled to receive a profit sharing award ranging from 0% to 6% of compensation depending on whether we meet or exceed our minimum performance level and targets, regardless of their 401(k) participation. A minimum performance level must be met before the profit sharing award can be made. The minimum performance level and targets for each year are established at the beginning of the year. To the extent that the participant’s cash compensation is less than limits set by the IRS ($245,000 for 2009), a participant may elect to defer up to one-half of his profit sharing award to the plan, while the other one-half is automatically contributed to the plan.

     As described above under Annual Management Incentives, in fiscal 2009 we attained the target amount for revenue growth but fell slightly short of the target amount for operating earnings per share. Based on these results, in January 2010, the Board of Directors approved a profit sharing award of 3.25% for 2009.

Retirement Plans

     Some of our employees, including our executive officers, participate in the RGA Performance Pension Plan (or the “Pension Plan”), a qualified defined benefit plan. The Pension Plan is a broad-based retirement plan that is intended to provide a source of income during retirement for full-time employees in the U.S. Some of our employees, including certain executive officers, also participate in the RGA Reinsurance Company Augmented Benefit Plan (or the “RGA Augmented Plan”), a non-qualified plan under which eligible employees are entitled to additional retirement benefits not paid under the Pension Plan and the RGA Reinsurance Company Profit Sharing Plan (or the “RGA Profit Sharing Plan”) due to Internal Revenue Code (the “Code”) limits on the amount of benefits that may accrue and be paid under the Pension Plan and the RGA Profit Sharing Plan. The RGA Augmented Plan provides benefits based on an employee’s annual cash compensation and without regard to certain limitations that apply to broad-based, qualified retirement plans, in order for a participant’s retirement income provided under the plans to be based on his or her total eligible cash compensation. The Augmented Plan is generally only available to the associates at the vice president level and above who earn more than the compensation limits under the qualified plans ($245,000 for 2009).

     Additionally, employees at the vice president level and above are eligible to participate in our Executive Deferred Savings Plan, a non-qualified plan which allows participants to defer income, including bonuses and incentive compensation, and to defer matching contributions without regard to qualified plan limitations. Base pay and regular annual incentive awards, but not long-term compensation, are treated as eligible pay under the terms of our retirement plans. We sponsor tax-qualified pension and savings plans, as well as non-qualified “parity” pension and savings plans providing benefits to all employees whose benefits under the tax-qualified plans are limited by the Code. The Committee periodically reviews our retirement benefits to ensure that the benefits are appropriate and cost effective as part of an overall compensation program intended to provide basic economic security for our highly skilled and qualified workforce and at a level consistent with competitive practices.

     Messrs. Woodring, Lay and Schuster participate in the Pension Plan and the RGA Augmented Plan. Messrs. Watson, Nitsou and Neemeh are not eligible to participate in the U.S. pension plans. To provide a similar retirement benefit, Messrs. Watson and Nitsou participate in a supplemental executive retirement plan sponsored by RGA International Corporation, which has the same benefit structure as the related plan for our executives at RGA Canada, our Canadian operating company. Mr. Neemeh participates in a supplemental executive retirement plan sponsored by RGA Canada. For additional details regarding executive participation in our retirement plans, see “Pension Benefits in Fiscal 2009.”

No Employment and Severance Agreements

     Consistent with our pay-for-performance compensation philosophy, we do not provide employment or severance agreements to any of our named executive officers.

Deductibility of Compensation

     The goal of the Committee is to comply with the requirements of Code Section 162(m), to the extent deemed practicable, with respect to annual and long-term incentive programs to avoid losing the deduction for non-performance-based compensation in excess of $1,000,000 paid to our chief executive officer, chief financial officer and three other most highly-compensated executive officers (other than the CEO and CFO). We generally structure our performance-based compensation plans with the objective that amounts paid under those plans and arrangements are tax deductible, including having the plans approved by our shareholders.

Compensation Committee Report

     The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on its review and discussions with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in our Annual Report on Form 10-K for 2009 and our 2010 Proxy Statement. This report is provided by the following independent directors, who comprise the Committee:

John F. Danahy, Chairman
Arnoud W.A. Boot
J. Cliff Eason
Fred J. Sievert

Executive Compensation

Summary Compensation Table
Fiscal Years 2009, 2008 and 2007 Compensation

														Change in
														Pension
												Non-		Value and
												Equity		Nonqualified
												Incentive		Deferred		All
												Plan		Compen-		Other
Name and								Stock		Option		Compen-		sation		Compen-
Principal Position		Year		Salary1		Bonus		Awards2		Awards3		sation4		Earnings5		sation6		Total
A. Greig Woodring		2009		$872,558		0		$671,306		$450,642		$924,358		$580,714		$46,609		$	3,546,187
President and CEO		2008		$844,231		0		$650,004		$451,795		$307,150		$787,138		$32,488		$	3,072,806
		2007		$788,462		0		$579,663		$581,406		$1,368,825		$718,975		$92,648		$	4,129,979
Jack B. Lay		2009		$461,942		0		$311,986		$209,449		$393,788		$119,051		$38,989		$	1,535,205
Sr. EVP and CFO		2008		$446,538		0		$303,010		$210,608		$130,750		$217,882		$50,085		$	1,358,873
		2007		$417,115		0		$207,512		$208,148		$578,169		$187,931		$49,769		$	1,648,644
Paul A. Schuster		2009		$461,942		0		$311,986		$209,449		$393,788		$120,925		$35,172		$	1,533,262
Sr. EVP — U.S. Operations		2008		$446,538		0		$303,010		$210,608		$130,750		$223,412		$29,591		$	1,343,909
		2007		$417,115		0		$207,512		$208,148		$578,169		$179,906		$52,723		$	1,643,573
Graham Watson		2009		$522,652		0		$358,805		$240,860		$469,126		$260,544		$187,979		$	2,039,966
Sr. EVP — International		2008		$505,000		0		$392,210		$210,608		$157,892		$137,347		$9,905		$	1,412,962
		2007		$475,000		0		$417,410		$208,148		$703,005		$57,091		$10,016		$	1,870,670
Paul Nitsou		2009		$394,782		0		$210,008		$140,972		$451,344		$341,658		$300,972		$	1,839,736
President — International		2008		$365,472		0		$204,005		$141,798		$307,542		—		$9,905		$	1,028,722
Alain Neemeh		2009		$336,131		0		$210,008		$140,972		$301,807		$194,605		$11,439		$	1,194,962
President and CEO — Canada		2008		$346,732		0		$204,005		$141,798		$242,575		—		$9,905		$	945,015

Grants of Plan-Based Awards in 2009

     This table provides the following information about equity and non-equity awards granted to the named executive officers in 2009: (1) the grant date; (2) the estimated future payouts under non-equity incentive plan awards, which consist of potential payouts under the MIP award granted in 2009 for the 2009 performance period; (3) estimated future payouts under equity incentive plan awards, which consist of potential payouts under the PCRS grants in 2009 for the 2009-2011 performance period; (4) all other option

awards, which consist of the number of shares underlying stock options granted to the named executive officers in 2009; (5) the exercise price of the stock options granted, which reflects the closing price of RGA stock on the date of grant, and (6) the grant date fair value of each equity grant calculated under SFAS 123R.

																All Other		All Other
																Stock		Option
																Awards:		Awards:		Exercise		Grant Date
				Estimated Future Payouts						Estimated Future Payouts						Number		Number of		or Base		Fair Value
				Under Non-Equity						Under Equity Incentive Plan						of Shares		Securities		Price of		of Stock
				Incentive Plan Awards1						Awards (Number of Shares)2						of Stock		Underlying		Option		and Option
Name		Grant Date		Threshold		Target		Maximum		Threshold		Target		Maximum		or Units		Options3		Awards4		Awards5
				0		$875,500		$1,751,000		—		—		—		—		—		—		—
Woodring		2/18/2009		—		—		—		10,424		20,848		41,696		—		—		—		$671,306
				—		—		—		—		—		—		—		50,127		$32.20		$450,642
				0		$370,800		$741,600		—		—		—		—		—		—		—
Lay		2/18/2009		—		—		—		4,845		9,689		19,378		—		—		—		$311,986
				—		—		—		—		—		—		—		23,298		$32.20		$209,449
				0		$370,800		$741,600		—		—		—		—		—		—		—
Schuster		2/18/2009		—		—		—		4,845		9,689		19,378		—		—		—		$311,986
				—		—		—		—		—		—		—		23,298		$32.20		$209,449
				0		$420,240		$840,480		—		—		—		—		—		—		—
Watson		2/18/2009		—		—		—		5,572		11,143		22,286		—		—		—		$358,805
				—		—		—		—		—		—		—		26,792		$32.20		$240,860
				0		$280,000		$560,000		—		—		—		—		—		—		—
Nitsou		2/18/2009		—		—		—		3,261		6,522		13,044		—		—		—		$210,008
				—		—		—		—		—		—		—		15,681		$32.20		$140,972
				0		$252,000		$504,000		—		—		—		—		—		—		—
Neemeh		2/18/2009		—		—		—		3,261		6,522		13,044		—		—		—		$210,008
				—		—		—		—		—		—		—		15,681		$32.20		$140,972

Intermediate-Term Incentive Awards

     The Compensation Committee approved grants of target awards of PCRS on February 18, 2009. The grants were made pursuant to the terms of the Flexible Stock Plan and a grant agreement. The Compensation Committee has established as performance goals annual operating return on equity and annual consolidated revenues. At the beginning of each three-year performance period, the Compensation Committee grants to each named executive officer a target PCRS award that is payable in shares of our common stock. The Compensation Committee also sets performance levels with minimum, target and maximum levels of performance. If we do not meet the minimum performance goals, the PCRS awards will not be earned and no common stock will be paid out, and if we exceed those performance goals, the award can be as much as 200% of the targeted award opportunity. Grants of performance-contingent restricted stock are not treated as outstanding shares until the performance goals are met and awards are made, as determined and approved by the Compensation Committee. Awards are made in units of fully vested, unrestricted common stock. The awards are pro-rated for recipients who die, become disabled or retire during the three-year performance period.

Stock Options

     The options become exercisable in 25% increments on each of December 31, 2010, 2011, 2012 and 2013. Vesting will be accelerated upon the officer’s death or disability and upon a change in control of us (as such terms are defined in the Flexible Stock Plan and option agreements). All stock option grants were approved by the Compensation Committee on February 18, 2009.

Employment Agreements

     None of the named executive officers have written employment agreements with us. For additional information see CD&A.

Outstanding Equity Awards at 2009 Fiscal Year-End

     The following table provides information on the 2009 year-end holdings of stock options, restricted stock and PCRS by our named executive officers. This table includes unexercised and unvested option awards and unvested PCRS grants with performance conditions that have not yet been satisfied. Each equity grant is shown separately for each named executive. The vesting schedule for each grant is described in the footnotes following this table, based on the option or stock award grant date. The market value of the stock awards is based on the closing market price of RGA stock as of December 31, 2009, the last business day of the year, which was $47.65. The PCRS grants are subject to specified performance objectives over the performance period, with 67% tied to operating return on average equity and 33% tied to the cumulative average growth rate in revenues. For additional information about the option awards and stock awards, see the description of equity incentive compensation in the CD&A.

A. Greig Woodring, President and CEO

Option Awards

Stock Awards

Equity Incentive Plan Awards

Equity Incentive

Market or Payout

Plan Awards: Number

Number of Unearned

Value of Unearned

of Securities

Market Value of

Shares, Units or

Shares, Units or

Number of Securities Underlying

Underlying

Number of Shares or

Shares or Units of

Other Rights That

Other Rights That

Grant

Unexercised Options

Unexercised

Option Exercise

Option Expiration

Units of Stock That

Stock That Have Not

Have Not

Have Not

Date

Exercisable1

Unexercisable

Unearned Options

Price

Date

Have Not Vested

Vested

Vested2

Vested2

1/1/2001

67,086

$

29.81

1/1/2011

1/1/2002

70,197

$

31.91

1/1/2012

1/29/2003

82,081

$

27.29

1/29/2013

1/28/2004

34,335

$

39.61

1/28/2014

1/27/2005

29,492

$

47.47

1/27/2015

2/21/2006

28,433

9,478

$

47.48

2/21/2016

2/20/2007

15,529

15,529

$

59.63

2/20/2017

2/20/2008 2/20/2008

8,056

24,169

$

56.03

2/20/2018

11,601

$

552,788

2/18/2009 2/18/2009

50,127

$

32.20

2/18/2019

20,848

$

993,407

Jack B. Lay, Senior Executive Vice President and CFO

Option Awards

Stock Awards

Equity Incentive Plan Awards

Equity Incentive

Market or Payout

Plan Awards: Number

Number of Unearned

Value of Unearned

of Securities

Market Value of

Shares, Units or

Shares, Units or

Number of Securities Underlying

Underlying

Number of Shares or

Shares or Units of

Other Rights That

Other Rights That

Grant

Unexercised Options

Unexercised

Option Exercise

Option Expiration

Units of Stock That

Stock That Have Not

Have Not

Have Not

Date

Exercisable1

Unexercisable

Unearned Options

Price

Date

Have Not Vested

Vested

Vested2

Vested2

1/29/2003

27,025

$

27.29

1/29/2013

1/28/2004

12,150

$

39.61

1/28/2014

1/27/2005

10,533

$

47.47

1/27/2015

2/21/2006

8,490

2,831

$

47.48

2/21/2016

2/20/2007

5,559

5,560

$

59.63

2/20/2017

2/20/2008 2/20/2008

3,755

11,267

$

56.03

2/20/2018

5,408

$

257,691

2/18/2009 2/18/2009

23,298

$

32.20

2/18/2019

9,689

$

461,681

Paul A. Schuster, Senior Executive Vice President – U.S. Operations

Option Awards

Stock Awards

Equity Incentive Plan Awards

Equity Incentive

Market or Payout

Plan Awards: Number

Number of Unearned

Value of Unearned

of Securities

Market Value of

Shares, Units or

Shares, Units or

Number of Securities Underlying

Underlying

Number of Shares or

Shares or Units of

Other Rights That

Other Rights That

Grant

Unexercised Options

Unexercised

Option Exercise

Option Expiration

Units of Stock That

Stock That Have Not

Have Not

Have Not

Date

Exercisable1

Unexercisable

Unearned Options

Price

Date

Have Not Vested

Vested

Vested2

Vested2

1/29/2003

25,192

$

27.29

1/29/2013

1/28/2004

12,150

$

39.61

1/28/2014

1/27/2005

10,533

$

47.47

1/27/2015

2/21/2006

8,490

2,831

$

47.48

2/21/2016

2/20/2007

5,559

5,560

$

59.63

2/20/2017

2/20/2008 2/20/2008

3,755

11,267

$

56.03

2/20/2018

5,408

$

257,691

2/18/2009 2/18/2009

23,298

$

32.20

2/18/2019

9,689

$

461,681

Graham Watson, Senior Executive Vice President — International

Option Awards

Stock Awards

Equity Incentive Plan Awards

Equity Incentive

Market or Payout

Plan Awards: Number

Number of Unearned

Value of Unearned

of Securities

Market Value of

Shares, Units or

Shares, Units or

Number of Securities Underlying

Underlying

Number of Shares or

Shares or Units of

Other Rights That

Other Rights That

Grant

Unexercised Options

Unexercised

Option Exercise

Option Expiration

Units of Stock That

Stock That Have Not

Have Not

Have Not

Date

Exercisable1

Unexercisable

Unearned Options

Price

Date

Have Not Vested

Vested

Vested2

Vested2

1/1/2001

17,778

$

29.81

1/1/2011

1/1/2002

17,236

$

31.91

1/1/2012

1/29/2003

31,577

$

27.29

1/29/2013

1/28/2004

12,150

$

39.61

1/28/2014

1/27/2005

10,533

$

47.47

1/27/2015

2/21/2006

8,490

2,831

$

47.48

2/21/2016

2/20/2007

5,559

5,560

$

59.63

2/20/2017

2/20/2008 2/20/2008

3,755

11,267

$

56.03

2/20/2018

7,000

$

333,550

2/18/2009 2/18/2009

26,792

$

32.20

2/18/2019

11,143

$

530,964

Paul Nitsou, President — International

Option Awards

Stock Awards

Equity Incentive Plan Awards

Market or

Equity

Payout

Incentive Plan

Number of

Value of

Awards: Number of

Number of Shares

Market Value of

Unearned Shares,

Unearned Shares,

Number of Securities

Securities

or Units

Shares or

Units or

Units or

Underlying Unexercised

Underlying

of Stock

Units of

Other

Other

Options

Unexercised

Option

Option

That

Stock That

Rights That

Rights That

Grant

Unearned

Exercise

Expiration

Have Not

Have Not

Have Not

Have Not

Date

Exercisable1

Unexercisable

Options

Price

Date

Vested

Vested

Vested2

Vested2

1/1/2001

8,302

$29.81

1/1/2011

1/1/2002

8,221

$31.91

1/1/2012

1/29/2003

12,697

$27.29

1/29/2013

1/28/2004

10,320

$39.61

1/28/2014

1/27/2005

8,953

$47.47

1/27/2015

2/21/2006

7,305

2,436

$47.48

2/21/2016

2/20/2007

3,993

3,994

$59.63

2/20/2017

2/20/2008 2/20/2008

2,528

7,586

$56.03

2/20/2018

3,641

$173,494

2/18/2009 2/18/2009

15,681

$32.20

2/18/2019

6,522

$310,773

Alain Neemeh, President and CEO — Canada

Option Awards

Stock Awards

Equity Incentive Plan Awards

Market or

Equity

Payout

Incentive Plan

Number of

Value of

Awards: Number of

Number of Shares

Market Value of

Unearned Shares,

Unearned Shares,

Number of Securities

Securities

or Units

Shares or

Units or

Units or

Underlying Unexercised

Underlying

of Stock

Units of

Other

Other

Options

Unexercised

Option

Option

That

Stock That

Rights That

Rights That

Grant

Unearned

Exercise

Expiration

Have Not

Have Not

Have Not

Have Not

Date

Exercisable1

Unexercisable

Options

Price

Date

Vested

Vested

Vested2

Vested2

1/1/2001

3,247

$29.81

1/1/2011

1/1/2002

5,416

$31.91

1/1/2012

1/29/2003

6,994

$27.29

1/29/2013

1/28/2004

3,600

$39.61

1/28/2014

1/27/2005

3,160

$47.47

1/27/2015

2/21/2006

3,554

1,185

$47.48

2/21/2016

2/20/2007

3,993

3,994

$59.63

2/20/2017

2/20/2008 2/20/2008

2,528

7,586

$56.03

2/20/2018

3,641

$173,494

2/18/2009 2/18/2009

15,681

$32.20

2/18/2019

6,522

$310,773

Option Exercises and Stock Vested During Fiscal 2009

The following table provides information for the named executive officers on (1) stock option exercises during 2009, including the number of shares acquired upon exercise and the value realized, and (2) the number of shares awarded in settlement of the 2007 PCRS grants (three-year performance period ending December 31, 2009) and the value realized, each before payment of any applicable withholding tax and broker commissions.

		Option Awards								Stock Awards
		Number of								Number of
		Shares Acquired				Value Realized				Shares Acquired				Value Realized
Name		on Exercise				on Exercise				on Vesting				on Vesting
Woodring1			49,596				$1,116,376				6,610				$318,602
Lay2			—				—				8,917				$394,571
Schuster3			20,762				$326,215				2,369				$114,186
Watson4			—				—				4,760				$229,432
Nitsou5			9,843				$242,596				1,701				$81,988
Neemeh6			—				—				1,701				$81,988