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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Reinsurance Group
of America, Incorporated^®

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

Chesterfield, Missouri
April 7, 2011

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 18, 2011, 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 15, 2011 will be entitled to vote, for the following purposes:

	1.		To elect three directors for terms expiring in 2014;
	2.		To vote on the frequency of the shareholders’ advisory vote regarding approval of the Company’s compensation for named executive officers;
	3.		To vote to approve the compensation of the Company’s named executive officers;
	4.		To vote to approve amendments to the Company’s Flexible Stock Plan;
	5.		To ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditor for the fiscal year ending December 31, 2011; and
	6.		To transact such other business as may properly come before the meeting.

Table of Contents

		Page No.
Notice of the Annual Meeting of Shareholders			i
Information About the 2011 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			10
Compensation Committee Report			23
Executive Compensation			23
Summary Compensation Table			23
Grants of Plan-Based Awards in 2010			24
Outstanding Equity Awards at 2010 Fiscal Year-End			26
Option Exercises and Stock Vested During Fiscal 2010			30
Pension Benefits in Fiscal 2010			31
Nonqualified Deferred Compensation in Fiscal 2010			32
Potential Payments Upon Termination or Change of Control			33
Director Compensation			35
Securities Ownership of Directors, Management and Certain Beneficial Owners			36
Certain Relationships and Related Person Transactions			39
Item 2 — Frequency of Shareholders’ Advisory Vote on Executive Compensation			41
Item 3 — Shareholders’ Advisory Vote on Executive Compensation			41
Item 4 — Approval of Amendments to the Flexible Stock Plan			42
Item 5 — Ratification of Appointment of the Independent Auditor			47
Equity Compensation Plan Information			48
Additional Information			49

Information About the 2011 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.

Reinsurance Group
of America, Incorporated^®

1370 Timberlake Manor Parkway

Chesterfield, Missouri 63017-6039

Proxy Statement
for the
Annual Meeting of the Shareholders
To Be Held May 18, 2011
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 18, 2011, 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, 2010, on or about April 7, 2011.

     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 15, 2011 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 73,788,594 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 18, 2011: This Proxy Statement and our 2010 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 the election of John F. Danahy, Arnoud W.A. Boot and J. Cliff Eason as directors of the Company for terms expiring at the Annual Meeting in 2014 or until their respective successors have been elected and have qualified. The board nominates Messrs. Danahy, Boot and Eason for election at the 2011 meeting of shareholders. Each nominee is currently a director of our company. 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.

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 2014:				Director Since
		John F. Danahy, 64			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, 51			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), and 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, 63			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.
To Continue in Office Until 2013:				Director Since
		William J. Bartlett, 61			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. Mr. Bartlett currently serves as an independent, non-executive director of Suncorp Metway Limited, GWA Limited and the Abacus Property Trust, all of which are listed on the Australian Stock Exchange. 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. He holds several professional memberships in Australia (ACPA and FCA), South Africa (CASA), and the United Kingdom (FCMA).
		Alan C. Henderson, 65			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, 65			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 Continue in Office Until 2012:				Director Since
		Fred Sievert, 63			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.
		Stuart I. Greenbaum, 74			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.
		A. Greig Woodring, 59			1993
		President and Chief Executive Officer of the Company since 1993. Mr. Woodring headed the reinsurance business at General American Life Insurance Company “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.

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, the “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 (636-300-8828).

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.”

Areas of Experience and Qualifications Relevant to Serving as a Director

     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 and summarized below.

	•		William J. Bartlett: public accounting experience in global insurance accounting practice; audit committee experience; financial services and life insurance knowledge; international business, markets and operations
	•		Arnoud W.A. Boot: management and business consulting experience; corporate finance; investments; risk management; international business, markets and operations
	•		John F. Danahy: information technology; international business, markets and operations; public company management experience
	•		J. Cliff Eason: information technology; international business, markets and operations; public company management experience
	•		Stuart I. Greenbaum: audit committee experience; risk management; corporate finance; investments; international business, markets and operations
	•		Alan C. Henderson: audit committee experience; experience as CEO and CFO of a public company; public company accounting and finance
	•		Rachel Lomax: international banking, monetary policy, finance and investment; risk management; international business, markets and operations
	•		Frederick J. Sievert: experience as executive officer of a major U.S. life insurance company; life insurance business and markets; insurance regulation; financial reporting; investments; risk management; international business, markets and operations

Director Independence

     In accordance with the Corporate Governance Guidelines, the Board undertook reviews of director independence in February 2010 and February 2011. During each of these reviews, the Board received a report from RGA Global Legal Services noting that there were no transactions or relationships between RGA or its subsidiaries and any of Messrs. Bartlett, Eason, Greenbaum, Henderson, Danahy, Boot, Sievert and Ms. Lomax nor any member of such director’s immediate family. 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 written policy with respect to diversity, the Nominating and Corporate Governance Committee believes that it is essential that Board members represent diverse viewpoints, skills and experience. When evaluating the various qualifications, experiences and backgrounds of Board candidates, the Committee considers several 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 has separated the position of CEO and Chairman of the Board since we became public in 1993. 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, including executive retention. The Nominating and Corporate Governance Committee manages risks associated with the independence of the Board of Directors, leadership development, CEO succession planning, and reviews any 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 regular 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 long-term shareholder value creation, and ensures that these factors are reflected in the design of the Company’s compensations plans. Our

compensation 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 our 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 long-term shareholder value. 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. MIP awards are based solely on Company results or on a combination of Company, business unit and/or individual 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 the target.
	•		Performance Contingent Stock Grants. Our intermediate term bonus program is a three year performance-driven incentive program which reinforces our intermediate-term strategic, financial and operating goals. The measures used for the performance contingent stock (“PCS”) grants are an important means of aligning the economic interests of management and shareholders. Annual grants of PCS 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 measured performance for the 2007 PCS grants 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 ending December 31, 2009. Commencing with the 2008 PCS grants, operating return on average equity (“ROE”) replaced growth in operating earnings as a measure, and for the 2010 PCS grants 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 and stock appreciation rights (“SARs”), 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 and SARs 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 (which changed to SARs in 2011) 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. See “Executive Stock Ownership Guidelines” for a discussion of changes made to the ownership guidelines in February 2011.

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 seven regular meetings and no special meetings during 2010. Each incumbent director attended at least 75% of the meetings of the Board and committees on which he or she served during 2010. 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 2010 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 2010. Since January 1, 2010, the Committee consisted of Messrs. Bartlett (Chairman), Boot, Danahy and Ms. Lomax. 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 financial reporting, internal accounting controls, or auditing matters. Please see the process regarding contacting the Audit Committee on our website (www.rgare.com).

     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 all the members of the Audit Committee 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 2010. Since January 1, 2010, the Committee consisted of Messrs. Danahy (Chairman), Boot, Eason and Sievert. 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. For purposes of its independence determination, the Board considered the enhanced independence standards for compensation committees under the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 which are required by the SEC for the listing standards of national securities exchanges.

     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 four times in 2010. Since January 1, 2010, the Committee consisted of Messrs. Henderson (Chairman), Eason, Greenbaum and Sievert. 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. The Committee also oversees the succession planning process for our CEO, which includes reviewing development plans for potential successors, evaluating potential internal and external successors, and development and periodic review of the Company’s plans for CEO succession in various circumstances. 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 Finance, Investment and Risk Management Committee met four times in 2010. Since January 1, 2010, the Committee consisted of Messrs. Greenbaum (Chairman), Bartlett, Henderson, Woodring and Ms. Lomax. 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”). In 2010, the Compensation Committee consisted of Messrs. Danahy (Chairman), Eason, Boot and Sievert. The Board of Directors has determined that for fiscal year 2010, Messrs. Woodring, Lay, Schuster, Watson, Nitsou and Neemeh are the “named executive officers” or “NEOs” to be included in this proxy statement.

Executive Summary

Company 2010 Performance

     We believe that our compensation philosophy and objectives have resulted in decisions on executive compensation that have appropriately incented the achievement of our business performance targets, goals and objectives. Despite recent challenging economic conditions, our compensation decisions have benefited our shareholders and are expected to drive long-term shareholder value. Summarized below are some key highlights of our financial performance for fiscal 2010:

	•		Our net premiums increased $934.5 million, or 16 percent, compared to fiscal 2009.
	•		Our net income for fiscal 2010 increased 41 percent to $574.4 million, or $7.69 per diluted share.
	•		Our annualized operating return on equity was 13 percent for fiscal 2010, the fifth consecutive year in which we have reported a return of at least 13 percent.
	•		Our book value per share increased 30 percent for fiscal 2010, reflecting strong net income and improved market conditions.
	•		Our closing stock price on December 31, 2010 increased 13% over the prior year-end closing price.

Compensation Program for 2010 Reflects Best Practices

     We have designed our compensation program to drive performance towards achievement of our short-term and long-term goals and to increase long-term shareholder value, while appropriately balancing risk and reward. We regularly review our program to incorporate best practices, such as the following:

	•		Our executive compensation program is generally aligned with the market median in order to retain our current talent and attract new talent.
	•		We do not have any employment or severance agreements for executive officers.
	•		We have limited benefits upon change in control or termination of employment (only accelerated vesting of existing equity awards).

	•		We have a pay for performance executive compensation structure that provides a mix of short, intermediate and long-term performance incentives, with emphasis on long-term performance and shareholder value.
	•		We offer an appropriate combination of cash and equity incentives for executives.
	•		We do not have any tax gross-ups for severance payments.
	•		We do not have golden parachutes.
	•		We do not pay preferential or above market returns on executive deferred compensation.
	•		We have executive stock ownership retention guidelines.
	•		We do not offer our executives personal-benefit perquisites, such as aircraft, cars, or apartments, and we do not reimburse for personal-benefit perquisites such as club dues or other social memberships.
	•		Our compensation consultant is retained by Compensation Committee and is independent of management and company.
	•		Our Compensation Committee retains discretion to modify, reduce or eliminate any cash incentive award.

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 long-term financial interests of our executives with that of our shareholders through equity-based incentives and by building executive ownership in the Company.

     We use financial performance measures that focus on revenues, operating earnings per share and return on equity. Our cash bonus and equity incentive awards are weighted to emphasize operating earnings and return on equity. This approach aligns our compensation plans to our business strategies, reinforces our pay-for-performance culture by using variable compensation based on performance, and aligns the long-term financial interests of our executives with the interests of our shareholders through equity incentives.

     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. Management believes that operating earnings, on a pre-tax and after-tax basis, better measures the ongoing profitability and underlying trends of the company’s continuing operations, primarily because that measure excludes the effect of net investment related gains and losses, as well as changes in the fair value of certain embedded derivatives and related deferred acquisition costs. These items can be volatile, primarily due to the credit market and interest rate environment, and are not necessarily indicative of the performance of the company’s underlying businesses. Additionally, operating income excludes any net gain or loss from discontinued operations and the cumulative effect of any accounting changes, which management believes are not indicative of the company’s ongoing operations.

Elements of Compensation

     Our compensation program consists of base salary, Management Incentive Plan (“MIP”) awards, performance contingent stock (“PCS”), stock options/stock appreciation rights (“SARs”), 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 and align incentive compensation with our short-term business strategies by making all or a significant portion of an executive’s compensation variable and based on Company, business unit and/or individual performance. Our PCS and stock options/SARs are designed to reinforce our pay-for-performance culture, align the long-term financial interests of our executives and shareholders, align compensation with our intermediate and long-term business strategies, and provide a significant equity component based on long-term shareholder value creation 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 selected 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 PCS, reviewing executive retirement plans and evaluating alternative peer groups.

     The initial results of Hewitt Associates’ compensation analysis were discussed in January 2008. The Hewitt compensation analysis served as the basis for decisions we made to establish 2008 and 2009 executive compensation, which are disclosed and discussed in this CD&A. In 2009 Hewitt Associates completed a second analysis of our executive compensation program that assessed the competitiveness of executive pay levels, RGA pay design elements, perquisites and ownership guidelines. Hewitt’s 2009 analysis and recommendations were used to assist the Committee with its 2010 executive compensation decisions. In addition, Towers Watson was engaged by management in November 2009 to conduct a competitive market assessment of total direct compensation levels for the 46 positions in the top executive group.

     In March 2010, Steven Hall & Partners (“SHP”) was engaged to serve as independent advisor to the Compensation Committee. SHP has been working on recommendations for consideration by our Compensation Committee regarding our 2011 compensation program.

Management Participation and Involvement in Compensation Decisions

     Pursuant to the Compensation Committee charter, the Committee reviews 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, SHP 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 2009, Hewitt Associates performed an analysis of all elements of our executive compensation program and total direct compensation for RGA’s top six named executive officers. The analysis studied national compensation surveys of executive compensation practices and included publicly available information relating to a peer group of 15 publicly traded insurance companies. Also in 2009, Towers Watson 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 46 positions. The analysis of the 46 top executive positions was based on survey data from Towers Watson’s 2009 Financial Services Executive Compensation Survey and on local market data from the applicable international location for positions outside of the U.S. 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.

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

The peer companies studied in 2009 included:

	•		ALFAC Inc.
	•		American Financial Group Inc.
	•		Assurant Inc.
	•		Genworth Financial Inc.
	•		Principal Financial Group Inc.
	•		Sun Life Financial Inc.
	•		Unitrin Inc.
	•		Conseco Inc.
	•		Everest Re Group Ltd.
	•		Partnerre LTD
	•		Phoenix Companies Inc.
	•		Protective Life Corp.
	•		Stancorp Financial Group Inc.
	•		Torchmark Corp
	•		Unum Group

     Several of the peer companies from our prior compensation review in 2007 (the last 8 listed above) were included in the 2009 review to provide continuity of data between 2009 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 0.5 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 Watson as the reference point for our compensation determinations in 2010 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. When we considered the change in 2010 to add the relative ROE metric for the PCS grants, we used a review by Hewitt Associates of our overall performance and future growth targets, as compared to our peers. We believe that the compensation strategy we established aligns our compensation with the market median and should allow us to retain our current talent and attract new talent.

     For 2010, 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”) that includes base salary, MIP award, equity awards, and pension benefits. In determining the targeted overall compensation for our chief executive officer and our other named executive officers, we considered not only the factors described above, but also our performance over the previous two years.

     For each individual named executive officer position benchmarked, we target compensation to be within a range of plus or minus 20% of 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 2009 indicated that across the named executive officer positions, in aggregate our 2009 salaries were at 89% of the peer group medians; our target total cash compensation was at 80% of the median; our target long-term incentive award levels were slightly above the peer group median (4%); and our aggregate total direct target compensation was at 85% of the peer group median.

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.

     2010 Salaries. In February 2010, 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 2010 base salary for Greig Woodring, our chief executive officer, by approximately 5.6% to $925,000. 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 quantitative results and the recommendations of our chief executive officer and our subjective evaluation of individual performance, we approved the following base salary increases for 2010 for the other named executive officers: Jack Lay, Senior Executive Vice President and Chief Financial Officer - $519,120; Paul Schuster,

Senior Executive Vice President, Global Financial, Group and Health - $482,040; Graham Watson, Senior Executive Vice President and Head of Global Mortality Products - $577,830; Paul Nitsou, Executive Vice President, Global Major Accounts — $479,500 and Alain Neemeh, President and CEO, RGA Canada — $364,246 (CAD $412,145).

     2011 Salaries. In February 2011, we established base salaries for 2011 for the named executive officers, as follows: Greig Woodring, President and Chief Executive Officer — $962,000; Jack Lay, Senior Executive Vice President and Chief Financial Officer — $545,000; Paul Schuster, Senior Executive Vice President, Global Financial, Group and Health — $505,000; Graham Watson, Senior Executive Vice President and Head of Global Mortality Products — $600,000; Paul Nitsou, Executive Vice President, Global Major Accounts — $493,885 and Alain Neemeh, President and CEO, RGA Canada, — $417,100 (CAD $431,928).

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 objectives. Our results in 2010 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 annual 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 these 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 yet 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. However, we expect to implement a claw-back policy in fiscal 2011 in accordance with the requirements of the Dodd-Frank Act and the regulations that will be issued by the SEC under that Act.

     2010 MIP Awards. In February 2010, the Compensation Committee approved the performance goals and business criteria for the named executive officers under the MIP for 2010, including the minimum, target and maximum bonus opportunities, as a percentage of base salary. Overall Company performance must meet certain minimum level, as determined in advance by the Committee, before any awards are made. The target-level performance goals 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
																		Actual				Percentage
Performance Measure		Weight				Minimum				Target				Maximum				Result				Achieved
Revenues (dollars in millions)			25	%		$	7,432			$	7,907			$	8,381			$	8,261				175	%
Operating Earnings Per Share			75	%		$	6.30			$	6.60			$	6.90			$	6.75				150	%
Weighted Average																							156	%

     In February 2011, the Committee approved the MIP awards for our named executive officers for 2010 performance. The Committee determined that our operating earnings in fiscal 2010 exceeded the amount for target bonus awards but did not reach the amount for maximum bonus awards. Revenue growth also 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 2010 performance was 156%. For Mr. Neemeh, who has a MIP allocation based evenly on results for the Company and RGA Canada, the weighted average for his two MIP measures for 2010 performance was 165.2%. For Mr. Nitsou, who has a MIP allocation based evenly on results for the Company and RGA International, the weighted average for his two MIP measures for 2010 performance was 153.5%. The average MIP award for 2010 performance as a percentage of salary for our named executive officers was approximately 151.6%.

     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 2010, and the actual MIP payments for 2010 performance, as approved by the Committee in February 2011:

														Actual MIP
		2010 Bonus at				2010 Bonus at				2010 Bonus at				Payment for
Name		Minimum				Target				Maximum				2010
Greig Woodring			55	%			110	%			220	%		$	1,400,000
Jack Lay			40	%			80	%			160	%		$	648,703
Paul Schuster			40	%			80	%			160	%		$	602,367
Graham Watson			40	%			80	%			160	%		$	650,000
Paul Nitsou			35	%			70	%			140	%		$	554,479
Alain Neemeh			35	%			70	%			140	%		$	427,647

     2011 MIP Program and Opportunities. In February 2011, the Compensation Committee approved the performance measures and bonus opportunities for the 2011 MIP, as described in the table below. The design of our fiscal year 2011 annual incentive plan, including the performance period and the incentive opportunities, is substantially the same as for our fiscal year 2010 annual incentive plan. Financial goals were set in the same manner and with the same weightings as described for fiscal year 2010. The 2011 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. In addition, overall Company performance must meet certain minimum level, as determined in advance by the Committee, before any awards are made.

		2011 Bonus at								2011 Bonus at
Name		Minimum				2011 Bonus at 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 value of each annual equity incentive grant is evenly split between grants of stock options (which changed to SARs in 2011) and performance contingent stock (“PCS”). 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 PCS 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 and SARs are designed to focus attention on accomplishment of long-term goals that influence the creation of long-term shareholder value rather than focus on specific performance criteria. We implemented the PCS 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/SARs vs. PCS) in comparison to the market and to best support our strategy. We believe that stock options and SARs provide the most appropriate vehicle for providing long-term value to management because of the tie to long-term shareholder value, while the PCS grants require management to focus on intermediate-term growth and return on equity.

     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 PCS and stock option awards, however, the named executive officers are expected to maintain an acceptable level of performance to retain award eligibility.

Performance Contingent Stock Program

     Our PCS grants are part of a performance-driven incentive program implemented in January 2004 under our Flexible Stock Plan. We believe this program focuses management on 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.

     The purpose of the PCS grants is to reward participants with equity if we achieve the rate of revenue growth 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 PCS grants are ongoing and each year, a new three-year cycle begins, giving us the opportunity to update performance measures as appropriate. The three-year performance and reward period shifts attention toward intermediate and longer-term sustained results.

     The PCS units are granted at the beginning of the performance period at target. The Compensation Committee also sets award levels with a minimum level of Company performance that must be met before any payment to the individual can be made (referred to as the “trigger”), as well as a target and a maximum. If we do not meet minimum 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. PCS 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.

     When we establish the 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 are made pursuant to the terms of the Flexible Stock Plan and award agreements. Upon retirement of a holder of a PCS grant, 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.

     2008-2010 PCS Results. In February 2008, we reviewed the PCS measures and determined that operating return on average equity (operating earnings divided by average adjusted equity) (“ROE”) should replace growth in operating earnings per share as a measure for the 2008 PCS grants. The performance period for the 2008 PCS grant began on January 1, 2008 and ended on December 31, 2010. The ROE measure includes capital efficiency and is primarily a profit metric (i.e., not combined with growth elements). We established the target and range for revenue and return on equity for the period beginning in 2008 at levels that were consistent with our intermediate-term goals for those measures. As a result, we believe that achievement of the target revenue growth and return on equity will require a high level of financial and operating performance. We believe the goals and ranges we established for the grants of PCS are challenging but achievable.

     In January 2011, we reviewed the results for the 2008-2010 performance period and determined that our cumulative revenue in fiscal 2010 exceeded the amount for threshold bonus awards but did not reach the amount for target bonus awards. ROE exceeded the target amount but did not reach the amount for maximum bonus awards. The weighted average of the two measures for the period was 96.4% 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 2008 and actual results determined in January 2011:

																						Applicable
Performance Measure		Weight				Threshold				Target				Maximum				Actual				Percentage Achieved
Revenue Growth			33	%			9	%			13	%			19	%			10.5	%			68.5	%
ROE (3 Year)			67	%			11	%			13	%			17	%			13.4	%			110.3	%
Weighted Average																							96.4	%

     See “Option Exercises and Stock Vested During Fiscal 2010” for a description of the share amount and value of the PCS awards we approved for the 2008 PCS grants.

     2010-2012 PCS Awards. In February 2010, we established the targets and ranges for the 2010 PCS grants. The performance period for the 2010 PCS grant began on January 1, 2010 and will end on December 31, 2012. We continued the use of revenue growth for the revenue component in the 2010 PCS grants but split the remaining 67% allocation equally between the existing ROE measure and a new measure for relative return on average equity (“Relative ROE”) performance against an established peer group.

     We established the targets and ranges for revenue growth, 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 targets will require a high level of financial and operating performance.

Performance Measure		Weight				Threshold				Target				Maximum
Revenue Growth			33	%			9	%			11	%			13	%
ROE (3 Year)			33.5	%			11	%			13	%			15	%
Relative ROE (3Year)			33.5	%		18th Percentile				51st Percentile				84th Percentile

     See “Grants of Plan-Based Awards in 2010” for a description of the 2010 PCS grants.

     2011-2013 PCS Awards. In February 2011, we established the targets and ranges for the 2011 PCS grants. The performance period for the 2011 PCS grant began on January 1, 2011 and will end on December 31, 2013. We established the targets and ranges for revenue growth, ROE and Relative ROE for the period beginning in 2011 at levels that are consistent with our intermediate-term goals for those measures. As a result, we believe that achievement of the targets will require a high level of financial and operating performance.

     We approved the 2011 PCS grants for the named executive officers, as follows (number of shares represents the target award): Greig Woodring, Chief Executive Officer — 15,065 shares; Jack Lay, Senior Executive Vice President and Chief Financial Officer — 5,524 shares; Paul Schuster, Senior Executive Vice President, Global Financial, Group and Health — 5,524 shares; Graham Watson, Senior Executive Vice President and Head of Global Mortality Products — 6,930 shares; Paul Nitsou, Executive Vice President, Global Major Accounts — 4,134 shares; and Alain Neemeh, President and CEO, RGA Canada — 3,683 shares.

Stock Options and SARs

     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 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.

     Starting in 2006, our Compensation Committee made the annual stock option grants at its February meeting. The options were granted with an exercise price equal to the fair market value on the grant date, which was 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 stock options expire 10 years after grant.

     In February 2011, we decided to change the form of our long-term equity incentive award from stock options to stock appreciation rights (“SARs”). The terms and conditions of the SARs grants are substantially similar to our former stock option grants. The SARs awards also use a strike price that is set at the closing price on the day of the award (the date of the February Committee meeting) and also expire 10 years after grant. We decided to change the SARs vesting schedule to four years (25% of which vests at the end of each of the first four years).

          2010 Option Grant. In February 2010, we approved the 2010 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 long-term 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 and SARs.” The grants were made pursuant to the terms of the Flexible Stock Plan and award agreements. See “Grants of Plan-Based Awards in 2010” for a description of the 2010 option grants.

          2011 SARs Grant. In February 2011, we approved the 2011 SARs awards for the named executive officers, as follows: Greig Woodring, Chief Executive Officer — 34,061 shares; Jack Lay, Senior Executive Vice President and Chief Financial Officer — 12,489 shares; Paul Schuster, Senior Executive Vice President, Global Financial, Group and Health — 12,489 shares; Graham Watson, Senior Executive Vice President and Head of Global Mortality Products — 15,668 shares; Paul Nitsou, Executive Vice President, Global Major Accounts — 9,346 shares; and Alain Neemeh, President and CEO, RGA Canada — 8,326 shares. The vesting schedule for the SARs grant is four years (vesting 25% at the end of each of the four years). We made these grants because we believe that SARs provide the most appropriate vehicle for providing long-term value to management because of the tie to long-term shareholder value. The SARs have a strike price of $59.74, which was the closing price of our stock on February 22, 2011, the date the grants were approved. 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 in 2010 was based on a multiple of the executive’s base salary, as follows: 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 PCS until they satisfy their respective stock ownership requirement.

     As of December 31, 2010, all six named executive officers met the stock ownership requirements through holdings of shares of our common stock.

     In February 2011, the Board of Directors revised our executive stock ownership guidelines to require our senior executives to hold a specified number of shares of Company stock, which is based on a multiple of

the executive’s base salary, as follows: our Chief Executive Officer (77,000 shares), Senior Executive Vice Presidents (35,000 shares), Executive Vice Presidents (21,000 shares), and Senior Vice Presidents (5,000-11,000 shares). The number of shares includes only those shares of common stock that are directly or beneficially owned by the executive.

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/SARs and PCS awards. Equity grants are effective on and have a grant date of the same day as the Committee meeting, and the exercise price for grants of stock options and SARs 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 PCS 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 personal-benefit 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.

Compensation Recovery

     Under the Sarbanes-Oxley Act, in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, we can recoup those improper payments from our CEO and CFO. In addition, we expect to implement a claw-back policy in fiscal 2011 in accordance with the requirements of the Dodd-Frank Act and the regulations that will be issued under that Act. We elected to wait until the SEC issues guidance about the proper form of a claw-back policy in order to ensure that we implement a fully compliant policy at one time, rather than implementing a policy that may require amendment after the SEC regulations are released.

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 2010), 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 2010 we exceeded the amount for target bonus awards but did not reach the amount for maximum bonus awards. Revenue growth exceeded the target amount but did not reach the amount for maximum bonus awards. Based on these results, in January 2011, the Board of Directors approved a profit sharing award of 4.75% for 2010.

Retirement Plans

     Some of our employees, including our executive officers in the U.S., 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 2010).

     Additionally, U.S. 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 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 2010.”

     In the second quarter of 2010, we engaged Towers Watson to perform a review of our retirement plans and post-retirement benefits. Towers Watson is currently working with the Committee to provide recommendations for our 2011 retirement plan decisions.

No Employment and Severance Agreements

     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 2010 and our 2011 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 2010, 2009 and 2008 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			2010			$	919,288				—			$	850,014			$	737,633			$	1,405,819			$	515,810			$	94,005			$	4,522,569
President and CEO			2009			$	872,558				—			$	671,306			$	450,642			$	924,358			$	580,714			$	46,609			$	3,546,187
			2008			$	844,231				—			$	650,004			$	451,795			$	307,150			$	787,138			$	32,488			$	3,072,806
Jack B. Lay			2010			$	512,701				—			$	320,987			$	218,514			$	654,522			$	213,903			$	71,130			$	1,991,757
Sr. EVP and CFO			2009			$	461,942				—			$	311,986			$	209,449			$	393,788			$	119,051			$	38,989			$	1,535,205
			2008			$	446,538				—			$	303,010			$	210,608			$	130,750			$	217,882			$	50,085			$	1,358,873
Paul A. Schuster Sr. EVP — Global Financial, Group and Health			2010			$	479,901				—			$	320,987			$	218,514			$	608,186			$	202,291			$	57,681			$	1,887,560
			2009			$	461,942				—			$	311,986			$	209,449			$	393,788			$	120,925			$	35,172			$	1,533,262
			2008			$	446,538				—			$	303,010			$	210,608			$	130,750			$	223,412			$	29,591			$	1,343,909
Graham Watson			2010			$	560,959				—			$	369,170			$	251,300			$	699,769			$	503,941			$	10,840			$	2,395,979
Sr. EVP and Head of			2009			$	522,652				—			$	358,805			$	240,860			$	469,126			$	260,544			$	187,979			$	2,039,966
Global Mortality Products			2008			$	505,000				—			$	392,210			$	210,608			$	157,892			$	137,347			$	9,905			$	1,412,962
Paul Nitsou			2010			$	437,157				—			$	215,012			$	146,360			$	554,479			$	343,276			$	10,840			$	1,707,124
Executive Vice President,			2009			$	394,782				—			$	210,008			$	140,972			$	451,344			$	341,658			$	300,972			$	1,839,736
Global Major Accounts			2008			$	365,472				—			$	204,005			$	141,798			$	307,542				—			$	9,905			$	1,028,722
Alain Neemeh			2010			$	394,595				—			$	215,012			$	146,360			$	427,647			$	303,159			$	15,743			$	1,502,516
President and CEO —			2009			$	336,131				—			$	210,008			$	140,972			$	301,807			$	194,605			$	11,439			$	1,194,962
Canada			2008			$	346,732				—			$	204,005			$	141,798			$	242,575				—			$	9,905			$	945,015

Grants of Plan-Based Awards in 2010

     This table provides the following information about equity and non-equity awards granted to the named executive officers in 2010: (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 2010 for the 2010 performance period; (3) estimated future payouts under equity incentive plan awards, which consist of potential payouts under the PCS grants in 2010 for the 2010-2012 performance period; (4) all other option awards, which consist of the number of shares underlying stock options granted to the named executive officers in 2010; (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 ASC 718.

     

																														All Other				All Other
																														Stock				Option
																														Awards:				Awards:				Exercise				Grant Date
																														Number of				Number of				or Base				Fair Value
						Estimated Future Payments												Estimated Future Payments												Shares				Securities				Price of				of Stock
		Grant								Under Non-Equity								Under Equity Incentive Plan												of Stock				Underlying				Option				and Option
Name		Date				Incentive Plan Awards1												Awards (Number of Shares)2												or Units				Options3				Awards4				Awards5
						Threshold				Target				Maximum				Threshold				Target				Maximum
						$	508,750			$	1,017,500			$	2,035,000				—				—				—				—				—				—				—
Woodring			2/19/2010				—				—				—				9,024				18,047				36,094				—				—				—			$	850,014
							—				—				—				—				—				—				—				46,392			$	47.10			$	737,633
						$	207,648			$	415,296			$	830,592				—				—				—				—				—				—				—
Lay			2/19/2010				—				—				—				3,408				6,815				13,630				—				—				—			$	320,987
							—				—				—				—				—				—				—				13,743			$	47.10			$	218,514
						$	192,816			$	385,632			$	771,264				—				—				—				—				—				—				—
Schuster			2/19/2010				—				—				—				3,408				6,815				13,630				—				—				—			$	320,987
							—				—				—				—				—				—				—				13,743			$	47.10			$	218,514
						$	231,132			$	462,264			$	924,528				—				—				—				—				—				—				—
Watson			2/19/2010				—				—				—				3,919				7,838				15,676				—				—				—			$	369,170
							—				—				—				—				—				—				—				15,805			$	47.10			$	251,300
						$	167,825			$	335,650			$	671,300				—				—				—				—				—				—				—
Nitsou			2/19/2010				—				—				—				2,283				4,565				9,130				—				—				—			$	215,012
							—				—				—				—				—				—				—				9,205			$	47.10			$	146,360
						$	139,299			$	278,598			$	557,196				—				—				—				—				—				—				—
Neemeh			2/19/2010				—				—				—				2,283				4,565				9,130				—				—				—			$	215,012
							—				—				—				—				—				—				—				9,205			$	47.10			$	146,360

Intermediate-Term Incentive Awards

     The Compensation Committee approved grants of target awards of PCS on February 19, 2010. 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 growth in annual consolidated revenues. At the beginning of each three-year performance period, the Compensation Committee grants to each named executive officer a target PCS award that is payable in shares of our common stock. The Compensation Committee also sets performance levels with threshold, target and maximum levels of performance. If we do not meet the threshold performance goals, the PCS awards will not be earned and no common stock will be distributed to participants, and if we exceed those performance goals, the award can be as much as 200% of the targeted award opportunity. Grants of performance-contingent 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, 2011, 2012, 2013 and 2014. 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 19, 2010.

Employment Agreements

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

Outstanding Equity Awards at 2010 Fiscal Year-End

     The following table provides information on the 2010 year-end holdings of stock options, restricted stock and PCS by our named executive officers. This table includes unexercised and unvested option awards and unvested PCS 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, 2010, the last business day of the year, which was $53.71. The PCS grants are subject to specified performance objectives over the performance period. 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

Market or

Equity

Payout

Incentive Plan

Number of

Value of

Awards:

Number

Market

Unearned

Unearned

Number of

of Shares

Value of

Shares,

Shares,

Securities

or Units

Shares or

Units or

Units or

Number of Securities

Underlying

of Stock

Units or

Other

Other

Underlying Unexercised

Unexercised

Option

Option

That

Stock That

Rights That

Rights That

Grant

Options

Unearned

Exercise

Expiration

Have Not

Have Not

Have Not

Have Not

Date

Exercisable 1

Unexercisable

Options

Price

Date

Vested

Vested

Vested 2

Vested 3

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

37,911

$

47.48

2/21/2016

2/20/2007

23,293

7,765

$

59.63

2/20/2017

2/20/2008

16,112

16,113

$

56.03

2/20/2018

2/18/2009

12,531

37,596

$

32.20

2/18/2019

2/18/2009

20,848

$

1,119,746

2/19/2010

46,392

$

47.10

2/19/2020

2/19/2010

18,047

$

969,304

Jack B. Lay, Senior Executive Vice President and CFO

Option Awards

Stock Awards

Equity Incentive Plan

Awards

Market or

Equity

Payout

Incentive Plan

Number of

Value of

Awards:

Number

Market

Unearned

Unearned

Number of

of Shares

Value of

Shares,

Shares,

Securities

or Units

Shares or

Units or

Units or

Number of Securities

Underlying

of Stock

Units or

Other

Other

Underlying Unexercised

Unexercised

Option

Option

That

Stock That

Rights That

Rights That

Grant

Options

Unearned

Exercise

Expiration

Have Not

Have Not

Have Not

Have Not

Date

Exercisable 1

Unexercisable

Options

Price

Date

Vested

Vested

Vested 2

Vested 3

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

11,321

$

47.48

2/21/2016

2/20/2007

8,339

2,780

$

59.63

2/20/2017

2/20/2008

7,511

7,511

$

56.03

2/20/2018

2/18/2009

5,824

17,474

$

32.20

2/18/2019

2/18/2009

9,689

$

520,396

2/19/2010

13,743

$

47.10

2/19/2020

2/19/2010

6,815

$

366,034

Paul A. Schuster, Senior Executive Vice President,
Global Financial, Group and Health

Option Awards

Stock Awards

Equity Incentive Plan

Awards

Market or

Equity

Payout

Incentive Plan

Number of

Value of

Awards:

Number

Market

Unearned

Unearned

Number of

of Shares

Value of

Shares,

Shares,

Securities

or Units

Shares or

Units or

Units or

Number of Securities

Underlying

of Stock

Units or

Other

Other

Underlying Unexercised

Unexercised

Option

Option

That

Stock That

Rights That

Rights That

Grant

Options

Unearned

Exercise

Expiration

Have Not

Have Not

Have Not

Have Not

Date

Exercisable 1

Unexercisable

Options

Price

Date

Vested

Vested

Vested 2

Vested 3

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

11,321

$

47.48

2/21/2016

2/20/2007

8,339

2,780

$

59.63

2/20/2017

2/20/2008

7,511

7,511

$

56.03

2/20/2018

2/18/2009

5,824

17,474

$

32.20

2/18/2019

2/18/2009

9,689

$

520,396

2/19/2010

13,743

$

47.10

2/19/2020

2/19/2010

6,815

$

366,034