SEC Filing | Reinsurance Group of America, Inc

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 1
                         UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C. 20549

                          FORM 10-Q/A
                        AMENDMENT NO. 1
  (MARK ONE)
  /X/      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934

           FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996

                              OR

  / /         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934

                ----------------------------------

                  COMMISSION FILE NUMBER 1-11848

             REINSURANCE GROUP OF AMERICA, INCORPORATED
       (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            MISSOURI                                43-1627032
  (STATE OR OTHER JURISDICTION                     (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION)              IDENTIFICATION NUMBER)

                     660 MASON RIDGE CENTER DRIVE
                      ST. LOUIS, MISSOURI  63141
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                           (314) 453-7439
         (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                -----------------------------------

      INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED
ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR
FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE
SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS.

                                             YES   X     NO
                                                -------    -------

COMMON STOCK OUTSTANDING ($.01 PAR VALUE) AS OF JULY 31, 1996:
16,829,796 SHARES


 2


    REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES
                            FORM 10-Q/A

                         TABLE OF CONTENTS

ITEM                                                                       PAGE
- ----                                                                       ----
                                                                     

6   Exhibits and Reports on Form 8-K                                       2

    Signatures                                                             3

    Index to Exhibits                                                      4



                                    1
 3

ITEM 6
- ------

Exhibits and Reports on Form 8-K
- --------------------------------

(a)   See index to exhibits.

(b)   A report on Form 8-K was filed with the Securities and Exchange
      Commission on April 4, 1996, regarding the sale of $100,000,000 of
      Reinsurance Group of America, Incorporated  7-1/4% Senior Notes due
      2006.  No other reports on Form 8-K were filed during the three months
      ended June 30, 1996.


                                    2
 4

                                 SIGNATURES
                                 ----------


      Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                             Reinsurance Group of America, Incorporated



Date: September 16, 1996     By: /s/ A. Greig Woodring
                                 -------------------------------------
                                        A. Greig Woodring
                             President & Chief Executive Officer






Date: September 16, 1996         /s/ Jack B. Lay
                               ----------------------------------------
                                      Jack B. Lay
                             Executive Vice President & Chief Financial Officer


                                    3
 5

                 INDEX TO EXHIBITS

Exhibit
Number                   Description
- ------                   -----------


 3.1        Restated Articles of Incorporation of
            Reinsurance Group of America, Incorporated
            ("RGA") incorporated by reference to Exhibit
            3.1 to Registration Statement on Form S-1
            (No. 33-58960) filed on March 2, 1993

 3.2        Bylaws of RGA incorporated by reference to
            Exhibit 3.2 to Registration Statement on Form
            S-1 (No. 33-58960) filed on March 2, 1993

 3.3        Form of Certificate of Designations for Series
            A Junior Participating Preferred Stock incorporated
            by reference to Exhibit 3.3 to Amendment No. 1 to
            Registration Statement on Form S-1 (No. 33-58960)
            filed on April 14, 1993

10.17   RGA Management Incentive Plan as Amended and
            Restated Effective January 1, 1996

10.22   RGA Flexible Stock Plan as Amended and Restated
            Effective January 1, 1996

10.24   RGA Executive Performance Share Plan as Amended and
            Restated Effective January 1, 1996

27.1   Financial Data Schedule

[FN]
  Represents a management contract or compensatory plan or
      arrangement.
 Previously filed.


                                    4

Exhibit 10.17

REINSURANCE GROUP OF AMERICA, INCORPORATED

MANAGEMENT INCENTIVE PLAN

AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1996

General Plan Purpose and Structure

The purpose of the Management Incentive Plan (MIP) is to motivate superior,
focused, and prudent performance on the part of key associates for the
ultimate benefit of shareholders and associates. Awards shall be determined
and payable annually during the lifetime of MIP using the following overall
three-part structure:

1. Trigger: To protect shareholders, no awards of any kind will be
--------
payable for any fiscal year in which earnings per share falls
below a specified amount.

2. Key Financial Goals and Awards: To assure fiscal soundness and
-------------------------------
provide solid funding for all awards, a meaningful portion of every
Participant's MIP award opportunity shall be linked to Company
performance against key financial objectives. Company goals shall
mean designated performance objectives for the Company on a
consolidated basis.

3. Subsidiary/Division and Unit/Individual Goals and Awards: A
---------------------------------------------------------
meaningful portion of a Participant's MIP award will be tied to the
performance of his or her subsidiary or division as well as his or
her unit's and/or individual performance.

Awards under MIP are intended to qualify as "other performance based
compensation" under Section 162(m)(4)(c) of the Internal Revenue Code of
1986, as amended, and the regulations thereunder. MIP shall be interpreted
and construed in a manner consistent with such purpose.

Definitions

The following words and phrases, when used below, unless the context clearly
otherwise requires, shall have the following respective meanings:

a. Company. Reinsurance Group of America, Incorporated and its
-------
direct and indirect subsidiaries.

b. Compensation. An award to which a Participant is entitled under
------------
MIP.

c. Discretionary Compensation. Compensation which, but for the
--------------------------
paragraph entitled "Discretionary Compensation" below, would not be
Performance Based Compensation, in whole or in part, because a
Participant's entitlement to all or part of such Compensation is
based upon the exercise of discretion by the Compensation Committee.

d. Participant. An eligible associate of Reinsurance Group of
-----------
America, Incorporated or one of its direct or indirect subsidiaries
who is designated by the Compensation Committee, pursuant to the
paragraph entitled "Participation" below, as a participant in MIP.

2
e. Performance Based Compensation. Compensation which is computed
------------------------------
based upon the attainment of one or more pre-established, objective
Performance Goals. In order for Compensation to be Performance Based
Compensation, a third party, having knowledge of the relevant facts,
must be able to determine whether the goals have been achieved and
the amount of Compensation payable because of such achievement.

f. Performance Goal. A business criterion that applies to a
----------------
Participant, the Company or a particular subsidiary, division or unit
of the Company.

g. Performance Grid. The worksheet on which the Performance Goals
----------------
for each Participant and the potential amount of Performance Based
Compensation is set forth for each Plan Year.

h. Salary. A Participant's base salary as of the later of the
------
beginning of each Plan Year or the date he or she becomes a
Participant.

i. Plan Year. The year on which MIP is operated, which is
---------
presently the calendar year.

j. Unanticipated Extraordinary Event. A significant event which is
---------------------------------
not of a recurring nature, which does not arise from the Company's
business, which was not anticipated at the beginning of the Plan Year
when a Participant's Performance Grid was established, which impacts
the gain from operations (GFO) computed under GAAP for the Company or
a subsidiary, division or unit by at least $500,000 in a Plan Year,
and which would result in an unjustified windfall or penalty in a
Participant's Compensation for such Plan Year. Any such event, the
Participants that it affects, and whether it provides a windfall or
penalty for each such Participant must be determined by the
Compensation Committee prior to the end of the Plan year. Examples of
events which, if of sufficient magnitude would be Unanticipated
Extraordinary Events, are changes in the tax laws, changes in
accounting rules, and acquisitions and dispositions.

Plan Administration

Administration of MIP is divided as follows:

1. The Compensation Committee of the Board of Directors of Reinsurance
-------------------------------------------------------------------
Group of America, Incorporated (the Compensation Committee) has
-----------------------------------------------------------
ultimate approval authority for MIP and shall annually monitor and
approve:

* Participation and opportunity levels
* Company goals
* General design and mix of opportunity
* Total plan awards
* Performance Goals and their achievement

The Compensation Committee shall also review Unanticipated
Extraordinary Events. The intent of this review is to avoid
windfalls or penalties with respect to MIP awards. Any such event,
the Participants that is affects, and whether it provides a windfall
or penalty for any Participant must be determined by the Compensation
Committee prior to the end of the Plan Year.

Each member of the Compensation Committee must be a "disinterested
person" as defined in Rule 16(b)-3 promulgated by the Securities and
Exchange Commission

-2-
Reinsurance Group of America
Management Incentive Plan

3
and an "outside director" as defined in Section 162(m)(4)(C)(i) of the
Internal Revenue Code of 1986, as amended.

2. The Senior Management Committee of Reinsurance Group of America,
---------------------------------------------------------------
Incorporated shall recommend all MIP actions and awards to the
------------
Compensation Committee for approval and shall report any other MIP
information as the Compensation Committee may reasonably request.

3. The Executive Director - Human Resources of RGA Reinsurance Company
-------------------------------------------------------------------
shall be the general administrator of MIP. This will include
maintenance of records, preparation of summary materials for the
Senior Management Committee, and ensuring the payment of awards net
of all applicable withholding.

Participation

Participation in MIP shall be determined annually by the Compensation
Committee, in its discretion. Initially, all associates in positions rated
at 800 Hay points or more, Sales and Marketing associates and managers rated
at 500 or more Hay points shall be eligible to participate in MIP.
Participation one year does not guarantee participation in subsequent years.

Performance Goals

Establishing Performance Goals. The Performance Goals for each Participant
- ------------------------------
and the amount of Compensation payable if those goals are met shall be
established for each Plan Year by the Compensation Committee no later than 90
days after the commencement of the period of service to which the Performance
Goals relate (which will generally be the beginning of the Plan Year) and
while the outcome of whether or not those goals will be achieved is
substantially uncertain. However, in no event will such goals be established
after 25% of the period of service to which the goals relate has elapsed.
Such goals and the Compensation payable for each Plan Year if the goals are
achieved, including the portion of such Compensation payable in cash,
performance shares, or otherwise, shall be set forth in each Participant's
Performance Grid.

As a general rule, all, or nearly all, performance objectives shall be
established by using quantifiable, numeric standards of performance. Such
objectives shall be established annually using the following guidelines:

- --------------------------------------------------------------------------------------------------------
Level Definition Incentive Odds of
Payable Attainment

- --------------------------------------------------------------------------------------------------------
< Threshold Unacceptable None -----
- --------------------------------------------------------------------------------------------------------
Threshold Good Modest 8 in 10
- --------------------------------------------------------------------------------------------------------
Target Very Good Significant 5 in 10
- --------------------------------------------------------------------------------------------------------
Maximum Outstanding Maximum 2 in 10
- --------------------------------------------------------------------------------------------------------

When necessary, some objectives may reflect progress toward multi-year
results or may require a subjective determination of attainment. For all
goal-based performance levels, awards shall be pro-rated for results between
the specific objectives set at Threshold, Target, and Maximum.

In all cases, performance measures and objectives must receive a minimum of
two levels of approval in order to be effective, e.g., immediate supervisor,
next level manager.

-3-
Reinsurance Group of America
Management Incentive Plan

The Performance Goals and associated Compensation shall be measured by goals
for the Company, a particular subsidiary or division, and a particular unit
or individual.

Company Goals. The Company goals used to determine the overall Performance
- -------------
Goals and Compensation shall be determined by reference to earnings per share
and increase in total revenues of the Company. Each will be given equal
weight in the calculation.

Setting Company goals serves:

a. To assure overall financial results that are consistent with the
payment of management incentives.

b. To reinforce teamwork and focus on annual operating objectives
for the Company as a whole.

c. To generally link relative cash compensation levels to relative
financial performance in the marketplace, modified as needed by
the realities of any given fiscal year to preserve desired
general odds of attainment as established by MIP.

Subsidiary/Division and Unit/Individual Goals. Subsidiary/division goals
- ---------------------------------------------
consist of subsidiary or division operating earnings, revenues, gains and
premiums. Unit results will be evaluated using either financial and/or
operational measures, including product development, client development,
revenues and earnings, and will support the overall objectives of the
business. Individual performance goals consist of product development, client
development as well as, in certain cases, intangible items such as leadership
capabilities, willingness to work with associates across the organization,
progress against professional/personal developmental plans, and successful
completion of a major project in which the associate played a key role. While
the Company intends to tie individual performance to clearly articulated and
objective measures, it will be necessary, and at times prudent, for
management to use a certain degree of discretion in evaluating individual
results.

These goals are key parts of MIP and are included for three main purposes:

a. The primary purpose is to require the establishment of specific,
focused, measurable performance goals of a subsidiary/division
and unit/individual nature.

b. A secondary purpose is to permit a meaningful recognition of
differences in performance and contributions by
subsidiaries/divisions or units/individuals, especially when such
differences are not totally reflected in performance against
Company goals.

c. A final purpose is to provide flexibility in the determination of
total awards so that all key facets of performance can be
recognized for any given year, especially unusual circumstances
not totally reflected in performance against goals.

Certification. No Compensation shall be payable to any Participant for any
- -------------
Plan Year unless and until the Compensation Committee certifies that the
Performance Goals and any other material terms were in fact satisfied.

-4-
Reinsurance Group of America
Management Incentive Plan

Discretionary Compensation

To the extent that any part of the Compensation of a Participant for a Plan
Year would be Discretionary Compensation, either because of the goals set
forth on his or her Performance Grid or because of the terms and conditions
of MIP, other than this paragraph, the Participant's Compensation for such
Plan Year shall be determined based upon the assumption that the maximum
amount of compensation which is Discretionary Compensation has been earned.
However, the Compensation Committee shall then have the discretion to reduce
such Discretionary Compensation in whole or in part to the extent that it
deems appropriate. For example, if the individual element in a Participant's
Performance Grid for a particular Plan Year is not Performance Based
Compensation, the Participant will be deemed to have earned the maximum
Compensation payable based on his or her Performance Grid for individual
performance, and then the Compensation Committee, in its sole discretion,
shall have the right to reduce the component of the Participant's
Compensation based on his or her individual performance in whole or in part.
For further example, in the event of an Unanticipated Extraordinary Event
which would result in a penalty for an affected Participant, there shall
initially be no downward adjustment in the Compensation that such a
Participant would have been entitled to receive if such event had not
occurred. In the event of an Unanticipated Extraordinary Event which would
result in a windfall for an affected Participant, such Participant's
Compensation shall initially be computed on the assumption that the
Unanticipated Extraordinary Event was not such an event. However, the
Compensation Committee shall then, in its sole discretion, determine whether
such Participant's Compensation, as so determined initially, shall be
adjusted downward by taking into account or not taking into account the
effect of such event in whole or in part.

Maximum Compensation

The maximum amount of Compensation which shall be payable to any Participant
for any Plan Year shall not exceed $750,000.

Incentive Awards and Benefit Plans

The Compensation Committee, in its discretion, may elect to pay Compensation
in cash or in the form of performance shares, restricted stock, or other
stock based awards. Any such stock-based Compensation may be under the
Executive Performance Share Plan or the Flexible Stock Plan, as determined by
the Compensation Committee. Compensation shall be included as "eligible
compensation" for the Company's Retirement, Group Life Insurance and
Disability plans.

Other Administrative Issues

1. MIP shall remain in effect until amended or terminated by the
Compensation Committee. The Company intends to maintain MIP
indefinitely but reserves the right to amend or terminate it by
appropriate Compensation Committee action at any time if the
Compensation Committee deems such action to be in the best interests
of the Company, its shareholders, or its associates.

2. Participation in MIP is not a guarantee of employment, participation in
one year does not guarantee participation in subsequent years, and
participation shall be determined on an individual basis as
recommended by the Senior Management Committee and approved by the
Compensation Committee.

3. A Participant whose active employment within the Company has been
terminated prior to the date awards are determined and paid to other
participants for any fiscal year shall forfeit all rights to any
award for such fiscal year. However, if termination

-5-
Reinsurance Group of America
Management Incentive Plan

is due to retirement (at or after age 55), total disability (as
determined by the Compensation Committee on the basis of appropriate
medical evidence), or death, the Compensation Committee shall authorize
an applicable award, generally on a pro rated basis. Such award shall be
determined on a case-by-case basis, but the following will serve as
general guidelines in the absence of unusual circumstances:

- --------------------------------------------------------------------------------
Type of Award Award Payable
- --------------------------------------------------------------------------------

Company/Goal Award A percentage of salary earned, based on the
Company's performance at the time of
termination.
- --------------------------------------------------------------------------------
Unit/Individual Award As recommended by the Senior Management
Committee and generally a Target level award,
based on salary earned.
- --------------------------------------------------------------------------------

4. Mid-year changes in participation, or participation levels, will be
made as appropriate and as recommended by the Senior Management
Committee and approved by the Compensation Committee. Determinations
will be on a case-by-case basis, but as a general rule the following
will apply:

- --------------------------------------------------------------------------------
Level Action
- --------------------------------------------------------------------------------

Hired or promoted into Award will be a percentage of salary earned
participating position while in participating position.
- --------------------------------------------------------------------------------
Change in duties where salary Pro rata revision in opportunity level (up or
level changed by at least 15% down, or revised mix).
- --------------------------------------------------------------------------------
Demotion to a position no Percentage of salary earned while in
longer designated for participating position will be possible,
participation depending on circumstances.
- --------------------------------------------------------------------------------

5. All award opportunities will be expressed as a percentage of salary
earned from January 1 through December 31.

6. A Participant whose individual performance is deemed to be
unsatisfactory by the Senior Management Committee will forfeit his or
her MIP award if such forfeiture is recommended by the Senior
Management Committee and approved by the Compensation Committee. A
similar forfeiture can occur for members of the Senior Management
Committee as determined by the Compensation Committee.

7. No Compensation will be payable for years beginning after 1995 unless
MIP, as amended, and the material terms upon which Compensation may
be paid under MIP, are approved by the shareholders of the
Reinsurance Group of America, Incorporated.

mip.rga

-6-
Reinsurance Group of America
Management Incentive Plan

 1
                                                               EXHIBIT 10.22

                  REINSURANCE GROUP OF AMERICA, INCORPORATED

                            FLEXIBLE STOCK PLAN

               As Amended and Restated Effective January 1, 1996



 2

                 REINSURANCE GROUP OF AMERICA, INCORPORATED
                          FLEXIBLE STOCK PLAN


                           TABLE OF CONTENTS

                                                                                  Page
                                                                                  ----
                                                                               
ARTICLE I - NAME AND PURPOSE
     1.1  Name                                                                     1
     1.2  Purpose                                                                  1

ARTICLE II - DEFINITIONS OF TERMS AND RULES OF CONSTRUCTION
     2.1  General Definitions                                                      1
          (a)  Affiliate                                                           1
          (b)  Agreement                                                           1
          (c)  Benefit                                                             1
          (d)  Board                                                               1
          (e)  Cash Award                                                          1
          (f)  Change of Control                                                   1
          (g)  Code                                                                1
          (h)  Company                                                             1
          (i)  Committee                                                           1
          (j)  Common Stock                                                        2
          (k)  Effective Date                                                      2
          (l)  Employee                                                            2
          (m)  Employer                                                            2
          (n)  Exchange Act                                                        2
          (o)  Fair Market Value                                                   2
          (p)  Fiscal Year                                                         2
          (q)  ISO                                                                 2
          (r)  NQSO                                                                2
          (s)  Option                                                              2
          (t)  Other Stock Based Award                                             2
          (u)  Parent                                                              2
          (v)  Participant                                                         2
          (w)  Performance Share                                                   2
          (x)  Plan                                                                2
          (y)  Restricted Stock                                                    3
          (z)  Rule 16b-3                                                          3
          (aa) SEC                                                                 3
          (bb) Share                                                               3
          (cc) SAR                                                                 3
          (dd) Subsidiary                                                          3
     2.2  Other Definitions                                                        3
     2.3  Conflicts in Plan                                                        3

ARTICLE III - COMMON STOCK
     3.1  Number of Shares                                                         3
     3.2  Reusage                                                                  3
     3.3  Adjustments                                                              3

ARTICLE IV - ELIGIBILITY
     4.1  Determined By Committee                                                  4


                                    ii
 3

ARTICLE V - ADMINISTRATION
     5.1  Committee                                                                4
     5.2  Authority                                                                4
     5.3  Delegation                                                               5
     5.4  Adjudication of Claims                                                   5

ARTICLE VI - AMENDMENT
     6.1  Power of Board                                                           5
     6.2  Limitation                                                               5

ARTICLE VII - TERM AND TERMINATION
     7.1  Term                                                                     6
     7.2  Termination                                                              6

ARTICLE VIII - MODIFICATION OR TERMINATION OF BENEFITS
     8.1  General                                                                  6
     8.2  Committee's Right                                                        6

ARTICLE IX - CHANGE OF CONTROL
     9.1  Right of Committee                                                       6

ARTICLE X - AGREEMENTS AND CERTAIN BENEFITS
     10.1 Grant Evidenced by Agreement                                             7
     10.2 Provisions of Agreement                                                  7
     10.3 Certain Benefits                                                         7

ARTICLE XI - REPLACEMENT AND TANDEM AWARDS
     11.1 Replacement                                                              7
     11.2 Tandem Awards                                                            7

ARTICLE XII - PAYMENT, DIVIDENDS, DEFERRAL AND WITHHOLDING
     12.1 Payment                                                                  7
     12.2 Dividend Equivalents                                                     8
     12.3 Deferral                                                                 8
     12.4 Withholding                                                              8

ARTICLE XIII - OPTIONS
     13.1 Types of Options                                                         8
     13.2 Shares for ISOs                                                          8
     13.3 Grant of ISOs and Option Price                                           8
     13.4 Other Requirements for ISOs                                              8
     13.5 NQSOs                                                                    8
     13.6 Determination by Committee                                               8
     13.7 Limitation Shares Covered by Options                                     8

ARTICLE XIV - SARS
     14.1 Grant and Payment                                                        9
     14.2 Grant of Tandem Award                                                    9
     14.3 ISO Tandem Award                                                         9
     14.4 Payment of Award                                                         9
     14.5 Limitation on SARs.                                                      9


                                    iii
 4

ARTICLE XV - RESTRICTED STOCK
     15.1 Description                                                              9
     15.2 Cost of Restricted Stock                                                 9
     15.3 Non-Transferability                                                      9

ARTICLE XVI - PERFORMANCE SHARES
     16.1 Description                                                             10
     16.2 Grant                                                                   10

ARTICLE XVII - CASH AWARDS
     17.1 Grant                                                                   10
     17.2 Rule 16b-3                                                              10
     17.3 Restrictions                                                            10

ARTICLE XVIII - OTHER STOCK BASED AWARDS AND OTHER BENEFITS
     18.1 Other Stock Based Awards                                                10
     18.2 Other Benefits                                                          10

ARTICLE XIX - MISCELLANEOUS PROVISIONS
     19.1 Underscored References                                                  11
     19.2 Number and Gender                                                       11
     19.3 Governing Law                                                           11
     19.4 Purchase for Investment                                                 11
     19.5 No Employment Contract                                                  11
     19.6 No Effect on Other Benefits                                             11


                                    iv
 5

                   Reinsurance Group of America, Incorporated
                             FLEXIBLE STOCK PLAN

                                  ARTICLE I
                                  ---------

                              NAME AND PURPOSE
                              ----------------

            1.1   Name.  The name of this Plan is the "Reinsurance Group of
                  ----
America, Incorporated Flexible Stock Plan."

            1.2   Purpose.  The Company has established this Plan to
                  -------
attract, retain, motivate and reward Employees and other individuals, to
encourage ownership of the Company's Common Stock by Employees and other
individuals, and to promote and further the best interests of the Company by
granting cash and other awards.

                                 ARTICLE II
                                 ----------

               DEFINITIONS OF TERMS AND RULES OF CONSTRUCTION
               ----------------------------------------------

            2.1   General Definitions.  The following words and phrases,
                  -------------------
when used in the Plan, unless otherwise specifically defined or unless the
context clearly otherwise requires, shall have the following respective
meanings:

           (a)    Affiliate.  A Parent or Subsidiary of the Company.
                  ---------

           (b)    Agreement.  The document which evidences the grant of any
                  ---------
Benefit under the Plan and which sets forth the Benefit and the terms,
conditions and provisions of, and restrictions relating to, such Benefit.

           (c)    Benefit.  Any benefit granted to a Participant under the
                  -------
Plan.

           (d)    Board.  The Board of Directors of the Company.
                  -----

           (e)    Cash Award.  A Benefit payable in the form of cash.
                  ----------

           (f)    Change of Control.  The acquisition, without the approval
                  -----------------
of the Board, by any person or entity, other than the Company or a Related
Entity, of more than 20% of the outstanding Shares through a tender offer,
exchange offer or otherwise; the liquidation or dissolution of the Company
following a sale or other disposition of all or substantially all of its
assets; a merger or consolidation involving the Company which results in the
Company not being the surviving parent corporation; or any time during any
two-year period in which individuals who constituted the Board at the start
of such period (or whose election was approved by at least two-thirds of the
then members of the Board who were members at the start of the two-year
period) do not constitute at least 50% of the Board for any reason.  A
Related Entity is the Parent, a Subsidiary or any employee benefit plan
(including a trust forming a part of such a plan) maintained by the Parent,
the Company or a Subsidiary.

           (g)    Code.  The Internal Revenue Code of 1986, as amended.  Any
                  ----
reference to the Code includes the regulations promulgated pursuant to the
Code.

           (h)    Company.  Reinsurance Group of America, Incorporated.
                  -------

           (i)    Committee.  The Committee described in Section 5.1.
                  ---------


                                    1
 6

           (j)    Common Stock.  The Company's common stock which presently
                  ------------
has a par value of $.01 per Share.

           (k)    Effective Date.  The date that the Plan is approved by the
                  --------------
shareholders of the Company which must occur within one year before or after
approval by the Board.  Any grants of Benefits prior to the approval by the
shareholders of the Company shall be void if such approval is not obtained.

           (l)    Employee.  Any person employed by the Employer.
                  --------

           (m)    Employer.  The Company and all Affiliates.
                  --------

           (n)    Exchange Act.  The Securities Exchange Act of 1934, as
                  ------------
amended.

           (o)    Fair Market Value.  The closing price of Shares on the New
                  -----------------
York Stock Exchange on a given date, or, in the absence of sales on a given
date, the closing price on the New York Stock Exchange on the last day on
which a sale occurred prior to such date.

           (p)    Fiscal Year.  The taxable year of the Company which is the
                  -----------
calendar year.

           (q)    ISO.  An Incentive Stock Option as defined in Section 422
                  ---
of the Code.

           (r)    NQSO.  A Non-Qualified Stock Option, which is an Option
                  ----
that does not qualify as an ISO.

           (s)    Option.  An option to purchase Shares granted under the
                  ------
Plan.

           (t)    Other Stock Based Award.  An award under ARTICLE XVIII
                  -----------------------
that is valued in whole or in part by reference to, or is otherwise based
on, Common Stock.

           (u)    Parent.  Any corporation (other than the Company or a
                  ------
Subsidiary) in an unbroken chain of corporations ending with the Company,
if, at the time of the grant of an Option or other Benefit, each of the
corporations (other than the Company or a Subsidiary) owns stock possessing
50% or more of the total combined voting power of all classes of stock in
one of the other corporations in such chain.  The Company's present Parent
is General American Life Insurance Company.

           (v)    Participant.  An individual who is granted a Benefit under
                  -----------
the Plan.  Benefits may be granted only to Employees, employees and owners
of entities which are not Affiliates but which have a direct or indirect
ownership interest in an Employer or in which an Employer has a direct or
indirect ownership interest, individuals who, and employees and owners of
entities which, are customers and suppliers of an Employer, individuals who,
and employees and owners of entities which, render services to an Employer,
and individuals who, and employees and owners of entities, which have
ownership or business affiliations with any individual or entity previously
described.

           (w)    Performance Share.  A Share awarded to a Participant under
                  -----------------
ARTICLE XVI of the Plan.

           (x)    Plan.  The Reinsurance Group of America, Incorporated
                  ----
Flexible Stock Plan and all amendments and supplements to it.


                                    2
 7

           (y)    Restricted Stock.  Shares issued under ARTICLE XV of the
                  ----------------
Plan.

           (z)    Rule 16b-3.  Rule 16b-3 promulgated by the SEC, as
                  ----------
amended, or any successor rule in effect from time to time.

           (aa)   SEC.  The Securities and Exchange Commission.
                  ---

           (bb)   Share.  A share of Common Stock.
                  -----

           (cc)   SAR.  A Stock Appreciation Right, which is the right to
                  ---
receive an amount equal to the appreciation, if any, in the Fair Market
Value of a Share from the date of the grant of the right to the date of its
payment.

           (dd)   Subsidiary.  Any corporation, other than the Company, in
                  ----------
an unbroken chain of corporations beginning with the Company if, at the time
of grant of an Option or other Benefit, each of the corporations, other than
the last corporation in the unbroken chain, owns stock possessing 50% or
more of the total combined voting power of all classes of stock in one of
the other corporations in such chain.

            2.2   Other Definitions.  In addition to the above definitions,
                  -----------------
certain words and phrases used in the Plan and any Agreement may be defined
in other portions of the Plan or in such Agreement.

            2.3   Conflicts in Plan.  In the case of any conflict in the
                  -----------------
terms of the Plan relating to a Benefit, the provisions in the ARTICLE of
the Plan which specifically grants such Benefit shall control those in a
different ARTICLE.

                          ARTICLE III
                          -----------

                          COMMON STOCK
                          ------------

            3.1   Number of Shares.  The number of Shares which may be
                  ----------------
issued or sold or for which Options, SARs or Performance Shares may be
granted under the Plan shall initially be 825,000 Shares.  Such number of
Shares shall increase annually, effective as of the first day of each Fiscal
Year, commencing with the Fiscal Year beginning in 1994, by the number of
Shares equal to  5% of the number of Shares allocated to this Plan as of the
first day of such Fiscal Year.  Such Shares may be authorized but unissued
Shares, Shares held in the treasury, or both.

            3.2   Reusage.  If an Option or SAR expires or is terminated,
                  -------
surrendered, or cancelled without having been fully exercised, if Restricted
Shares or  Performance Shares are forfeited, or if any other grant results
in any Shares not being issued, the Shares covered by such Option or SAR,
grant of Restricted Shares, Performance Shares or other grant, as the case
may be, shall again be available for use under the Plan.

            3.3   Adjustments.  If there is any change in the Common Stock
                  -----------
of the Company by reason of any stock dividend, spin-off, split-up,
spin-out, recapitalization, merger, consolidation, reorganization,
combination or exchange of shares, the number of SARs and number and class
of shares available for Options and grants of Restricted Stock, Performance
Shares and Other Stock Based Awards and the number of Shares subject to
outstanding Options, SARs, grants of Restricted Stock and Performance


                                    3
 8

Shares which are not vested, and Other Stock Based Awards, and the price
thereof, as applicable, shall be appropriately adjusted by the Committee.

                           ARTICLE IV
                           ----------

                           ELIGIBILITY
                           -----------

            4.1   Determined By Committee.  The Participants and the
                  -----------------------
Benefits they receive under the Plan shall be determined solely by the
Committee.  In making its determinations, the Committee shall consider past,
present and expected future contributions of Participants and potential
Participants to the Employer, including, without limitation, the performance
of, or the refraining from the performance of, services.

                             ARTICLE V
                             ---------

                           ADMINISTRATION
                           --------------

            5.1   Committee.  The Plan shall be administered by the
                  ---------
Committee.  The Committee shall consist of three or more members of the
Board who are "disinterested persons" as defined in Rule 16b-3 and who are
"outside directors" as defined in Code Section 162(m)(4)(C)(i).  The members
of the Committee shall be appointed by and shall serve at the pleasure of
the Board, which may from time to time appoint members in substitution for
members previously appointed and fill vacancies, however caused, in the
Committee.  The Committee may select one of its members as its Chairman and
shall hold its meetings at such times and places as it may determine.  A
majority of its members shall constitute a quorum.  All determinations of
the Committee shall be made by a majority of its members.  Any decision or
determination reduced to writing and signed by a majority of the members
shall be fully as effective as if it had been made by a majority vote at a
meeting duly called and held.

            5.2   Authority.  Subject to the terms of the Plan, the
                  ---------
Committee shall have discretionary authority to:

           (a)    determine the individuals to whom Benefits are granted,
the type and amounts of Benefits to be granted and the time of all such
grants;

           (b)    determine the terms, conditions and provisions of, and
restrictions relating to, each Benefit granted;

           (c)    interpret and construe the Plan and all Agreements;

           (d)    prescribe, amend and rescind rules and regulations
relating to the Plan;

           (e)    determine the content and form of all Agreements;

           (f)    determine all questions relating to Benefits under the
Plan;

           (g)    maintain accounts, records and ledgers relating to
Benefits;

           (h)    maintain records concerning its decisions and proceedings;


                                    4
 9

           (i)    employ agents, attorneys, accountants or other persons for
such purposes as the Committee considers necessary or desirable;

           (j)    take, at anytime, any action permitted by Section 9.1
irrespective of whether any Change of Control has occurred or is imminent;
and

           (k)    do and perform all acts which it may deem necessary or
appropriate for the administration of the Plan and carry out the purposes of
the Plan.

            5.3   Delegation.  Except as required by Rule 16b-3 with respect
                  ----------
to grants of Options, Stock Appreciation Awards, Performance Shares, Other
Stock Based Awards, or other Benefits to individuals who are subject to
Section 16 of the Exchange Act or as otherwise required for compliance with
Rule 16b-3 or other applicable law, the Committee may delegate all or any
part of its authority under the Plan to any Employee, Employees or
committee.

            5.4   Adjudication of Claims.  The Committee shall have full and
                  ----------------------
complete discretionary authority to make all determinations as to the right
to Benefits under the Plan.  In the event that a Participant believes he has
not received the Benefits to which he is entitled under the Plan, a claim
shall be made in writing to the Committee.  The claim shall be reviewed by
the Committee.  If the claim is approved or denied, in full or in part, the
Committee shall provide a written notice of approval or denial within 90
days with, in the case of a denial, the specific reasons for the denial and
specific reference to the provisions of the Plan and/or Agreement upon which
the denial is based.  A claim shall be deemed denied if the Committee does
not take any action within the aforesaid 90 day period.  If a claim is
denied or deemed denied and a review is desired, the Participant shall
notify the Committee in writing within 60 days of the receipt of notice of
denial or the date on which the claim is deemed to be denied, as the case
may be.  In requesting a review, the Participant may review the Plan or any
document relating to it and submit any written issues and comments he may
deem appropriate.  The Committee shall then review the claim and provide a
written decision within 60 days.  This decision, if adverse to the
Participant, shall state the specific reasons for the decision and shall
include reference to specific provisions of the Plan and/or Agreement on
which the decision is based.  The Committee's decision on review shall be
final and binding.

                             ARTICLE VI
                             ----------

                             AMENDMENT
                             ---------

            6.1   Power of Board.  Except as hereinafter provided, the Board
                  --------------
shall have the sole right and power to amend the Plan at any time and from
time to time.

            6.2   Limitation.  The Board may not amend the Plan, without
                  ----------
approval of the shareholders of the Company:

           (a)    in a manner which would cause Options which are intended
to qualify as ISOs to fail to qualify;

           (b)    in a manner which would cause the Plan to fail to meet the
requirements of Rule 16b-3; or

           (c)    in a manner which would violate applicable law.


                                    5
 10

                            ARTICLE VII
                            -----------

                       TERM AND TERMINATION
                       --------------------

            7.1   Term.  The Plan shall commence as of the Effective Date
                  ----
and, subject to the terms of the Plan, including those requiring approval by
the shareholders of the Company and those limiting the period over which
ISOs or any other Benefits may be granted, shall continue in full force and
effect until terminated.

            7.2   Termination.  The Plan may be terminated at any time by
                  -----------
the Board.

                           ARTICLE VIII
                           ------------

              MODIFICATION OR TERMINATION OF BENEFITS
              ---------------------------------------

            8.1   General.  Subject to the provisions of Section 8.2, the
                  -------
amendment or termination of the Plan shall not adversely affect a
Participant's right to any Benefit granted prior to such amendment or
termination.

            8.2   Committee's Right.  Any Benefit granted may be converted,
                  -----------------
modified, forfeited or cancelled, in whole or in part, by the Committee if
and to the extent permitted in the Plan or applicable Agreement or with the
consent of the Participant to whom such Benefit was granted.

                            ARTICLE IX
                            ----------

                         CHANGE OF CONTROL
                         -----------------

            9.1   Right of Committee.  In order to maintain a Participant's
                  ------------------
rights in the event of a Change in Control, the Committee, in its sole
discretion, may, in any Agreement evidencing a Benefit, or at any time prior
to, or simultaneously with or after a Change in Control, provide such
protection as it may deem necessary.  Without, in any way, limiting the
generality of the foregoing sentence or requiring any specific protection,
the Committee may:

           (a)    provide for the acceleration of any time periods relating
to the exercise or realization of such Benefit so that such Benefit may be
exercised or realized in full on or before a date fixed by the Committee;

           (b)    provide for the purchase of such Benefit, upon the
Participant's request, for an amount of cash equal to the amount which could
have been attained upon the exercise or realization of such Benefit had such
Benefit been currently exercisable or payable;

           (c)    make such adjustment to the Benefits then outstanding as
the Committee deems appropriate to reflect such transaction or change;
and/or

           (d)    cause the Benefits then outstanding to be assumed, or new
Benefits substituted therefor, by the surviving corporation in such change.


                                    6
 11

                            ARTICLE X
                            ---------

                 AGREEMENTS AND CERTAIN BENEFITS
                 -------------------------------

            10.1  Grant Evidenced by Agreement.  The grant of any Benefit
                  ----------------------------
under the Plan may be evidenced by an Agreement which shall describe the
specific Benefit granted and the terms and conditions of the Benefit.  The
granting of any Benefit shall be subject to, and conditioned upon, the
recipient's execution of any Agreement required by the Committee.  Except as
otherwise provided in an Agreement, all capitalized terms used in the
Agreement shall have the same meaning as in the Plan, and the Agreement
shall be subject to all of the terms of the Plan.

            10.2  Provisions of Agreement.  Each Agreement shall contain
                  -----------------------
such provisions that the Committee shall determine to be necessary,
desirable and appropriate for the Benefit granted which may include, but not
be limited to, the following with  respect to any Benefit:  description of
the type of Benefit; the Benefit's duration; its transferability; if an
Option, the exercise price, the exercise period and the person or persons
who may exercise the Option; the effect upon such Benefit of the
Participant's death or termination of employment; the Benefit's conditions;
when, if, and how any Benefit may be forfeited, converted into another
Benefit, modified, exchanged for another Benefit, or replaced; and the
restrictions on any Shares purchased or granted under the Plan.

            10.3  Certain Benefits.  Any Benefit granted to an individual
                  ----------------
who is subject to Section 16 of the Exchange Act shall be not transferable
other than by will or the laws of descent and distribution and shall be
exercisable during his lifetime only by him, his guardian or his legal
representative.

                          ARTICLE XI
                          ----------

                 REPLACEMENT AND TANDEM AWARDS
                 -----------------------------

            11.1  Replacement.  The Committee may permit a Participant to
                  -----------
elect to surrender a Benefit in exchange for a new Benefit.

            11.2  Tandem Awards.  Awards may be granted by the Committee in
                  -------------
tandem.  However, no Benefit may be granted in tandem with an ISO except
SARs.


                           ARTICLE XII
                           -----------

          PAYMENT, DIVIDENDS, DEFERRAL AND WITHHOLDING
          --------------------------------------------

            12.1  Payment.  Upon the exercise of an Option or in the case of
                  -------
any other Benefit that requires a payment to the Company, the amount due the
Company is to be paid:

           (a)    in cash;

           (b)    by the tender to the Company of Shares owned by the
optionee and registered in his name having a Fair Market Value equal to the
amount due to the Company;


                                    7
 12

           (c)    in other property, rights and credits, including the
Participant's promissory note; or

           (d)    by any combination of the payment methods specified in
(a), (b) and (c) above.

Notwithstanding, the foregoing, any method of payment other than (a) may be
used only with the consent of the Committee or if and to the extent so
provided in an Agreement.  The proceeds  of the sale of Common Stock
purchased pursuant to an Option and any payment to the Company for other
Benefits shall be added to the general funds of the Company or to the Shares
held in treasury, as the case may be, and used for the corporate purposes of
the Company as the Board shall determine.

            12.2  Dividend Equivalents.  Grants of Benefits in Shares or
                  --------------------
Share equivalents may include dividend equivalent payments or dividend
credit rights.

            12.3  Deferral.  The right to receive any Benefit under the Plan
                  --------
may, at the request of the Participant, be deferred for such period and upon
such terms as the Committee shall determine, which may include crediting of
interest on deferrals of cash and crediting of dividends on deferrals
denominated in Shares.

            12.4  Withholding.  The Company, at the time any distribution is
                  -----------
made under the Plan, whether in cash or in Shares, may withhold from such
distribution any amount necessary to satisfy federal, state and local income
tax withholding requirements with respect to such distribution.  Such
withholding may be in cash or in Shares.

                            ARTICLE XIII
                            ------------

                              OPTIONS
                              -------

            13.1  Types of Options.  It is intended that both ISOs and NQSOs
                  ----------------
may be granted by the Committee under the Plan.

            13.2  Shares for ISOs.  The number of Shares for which ISOs may
                  ---------------
be granted on or after the Effective Date shall not exceed 150,000 Shares.

            13.3  Grant of ISOs and Option Price.  Each ISO must be granted
                  ------------------------------
to an Employee and granted within ten years from the Effective Date.  The
purchase price for Shares under any ISO shall be no less than the Fair
Market Value of the Shares at the time the Option is granted.

            13.4  Other Requirements for ISOs.  The terms of each Option
                  ---------------------------
which is intended to qualify as an ISO shall meet all requirements of
Section 422 of the Code.

            13.5  NQSOs.  The terms of each NQSO shall provide that such
                  -----
Option will not be treated as an ISO.  The purchase price for Shares under
any NQSO shall be the Fair Market Value of the Shares at the time the Option
is granted.

            13.6  Determination by Committee.  Except as otherwise provided
                  --------------------------
in Section 13.2 through Section 13.5, the terms of all Options shall be
determined by the Committee.

            13.7  Limitation Shares Covered by Options.  The maximum number
                  ------------------------------------
of Shares with respect to which such Options may be granted to any
Participant in any 1


                                    8
 13

year period shall not exceed 200,000 shares.  For puposes of the preceding
sentence, the Shares covered by an Option that is cancelled shall count
against the the maximum number of Shares, and, if the exercise price under
an Option is reduced, the transaction shall be treated as a cancellation of
the Option and a grant of a new Option.

                               ARTICLE XIV
                               -----------

                                  SARS
                                  ----

            14.1  Grant and Payment.  The Committee may grant SARs.  Upon
                  -----------------
electing to receive payment of a SAR, a Participant shall receive payment in
cash, in Common Stock, or in any combination of cash and Common Stock, as
the Committee shall determine.

            14.2  Grant of Tandem Award.  The Committee may grant SARs in
                  ---------------------
tandem with an Option, in which case:  the exercise of the Option shall
cause a correlative reduction in SARs standing to a Participant's credit
which were granted in tandem with the Option; and the payment of SARs shall
cause a correlative reduction of the Shares under such Option.

            14.3  ISO Tandem Award.  When SARs are granted in tandem with an
                  ----------------
ISO, the SARs shall have such terms and conditions as shall be required for
the ISO to qualify as an ISO.

            14.4  Payment of Award.  SARs shall be paid, to the extent
                  ----------------
payment is elected by the Participant (and is otherwise due and payable), as
soon as practicable after the date on which such election is made.

            14.5  Limitation on SARs.  The maximum number of SARs which may
                  ------------------
be granted to any Participant in any 1 year period shall not exceed 15,000
SARs.  For puposes of the preceding sentence, any SARs that are cancelled
shall count against the the maximum number of SARs, and, if the Fair Market
Value of a Share on which the appreciation under a SAR will be calculated is
reduced, the transaction shall be treated as a cancellation of the SAR and a
grant of a new SAR.

                             ARTICLE XV
                             ----------

                          RESTRICTED STOCK
                          ----------------

            15.1  Description.  The Committee may grant Benefits in Shares
                  -----------
available under ARTICLE III of the Plan as Restricted Stock.  Shares of
Restricted Stock shall be issued and delivered at the time of the grant but
shall be subject to forfeiture until provided otherwise in the applicable
Agreement or the Plan.  Each certificate representing Shares of  Restricted
Stock shall bear a legend referring to the Plan and the risk of forfeiture
of the Shares and stating that such Shares are nontransferable until all
restrictions have been satisfied and the legend has been removed.  The
grantee shall be entitled to full voting and dividend rights with respect to
all shares of Restricted Stock from the date of grant.

            15.2  Cost of Restricted Stock.  Grants of Shares of Restricted
                  ------------------------
Stock shall be made at a per Share cost to the Participant equal to par
value.

            15.3  Non-Transferability.  Shares of Restricted Stock shall not
                  -------------------
be transferable until after the removal of the legend with respect to such
Shares.


                                    9
 14

                             ARTICLE XVI
                             -----------

                          PERFORMANCE SHARES
                          ------------------

            16.1  Description.  Performance Shares are the right of an
                  -----------
individual to whom a grant of such Shares is made to receive Shares or cash
equal to the Fair Market Value of such Shares at a future date in accordance
with the terms of such grant.  Generally, such right shall be based upon the
attainment of targeted profit and/or performance objectives.

            16.2  Grant.  The Committee may grant an award of Performance
                  -----
Shares.  The number of Performance Shares and the terms and conditions of
the grant shall be set forth in the applicable Agreement.

                             ARTICLE XVII
                             ------------

                             CASH AWARDS
                             -----------

            17.1  Grant.  The Committee may grant Cash Awards at such times
                  -----
and (subject to Section 17.2) in such amounts as it deems appropriate.

            17.2  Rule 16b-3.  The Amount of any Cash Award in any Fiscal
                  ----------
Year to any Participant who is subject to Section 16 of the Exchange Act
shall not exceed the greater of $100,000 or 50% of his cash compensation
(excluding any Cash Award under this ARTICLE XVII) for such Fiscal Year.

            17.3  Restrictions.  Cash Awards may be subject or not subject
                  ------------
to conditions (such as an investment requirement), restricted or
nonrestricted, vested or subject to forfeiture and may be payable currently
or in the future or both.

                            ARTICLE XVIII
                            -------------

            OTHER STOCK BASED AWARDS AND OTHER BENEFITS
            -------------------------------------------

            18.1  Other Stock Based Awards.  The Committee shall have the
                  ------------------------
right to grant Other Stock Based Awards which may include, without
limitation, the grant of Shares based on certain conditions, the payment of
cash based on the performance of the Common Stock, and the grant of
securities convertible into Shares.

            18.2  Other Benefits.  The Committee shall have the right to
                  --------------
provide types of Benefits under the Plan in addition to those specifically
listed, if the Committee believes that such Benefits would further the
purposes for which the Plan was established.


                                    10
 15

                            ARTICLE XIX
                            -----------

                     MISCELLANEOUS PROVISIONS
                     ------------------------

            19.1  Underscored References.  The underscored references
                  ----------------------
contained in the Plan are included only for convenience, and they shall not
be construed as a part of the Plan or in any respect affecting or modifying
its provisions.

            19.2  Number and Gender.  The masculine and neuter, wherever
                  -----------------
used in the Plan, shall refer to either the masculine, neuter or feminine;
and, unless the context otherwise requires, the singular shall include the
plural and the plural the singular.

            19.3  Governing Law.  This Plan shall be construed and
                  -------------
administered in accordance with the laws of the State of Missouri.

            19.4  Purchase for Investment.  The Committee may require each
                  -----------------------
person purchasing Shares pursuant to an Option or other award under the Plan
to represent to and agree with the Company in writing that such person is
acquiring the Shares for investment and without a view to distribution or
resale.  The certificates for such Shares may include any legend which the
Committee deems appropriate to reflect any restrictions on transfer.  All
certificates for Shares delivered under the Plan shall be subject to such
stock-transfer orders and other restrictions as the Committee may deem
advisable under all applicable laws, rules and regulations, and the
Committee may cause a legend or legends to be put on any such certificates
to make appropriate references to such restrictions.

            19.5  No Employment Contract.  The adoption of the Plan shall
                  ----------------------
not confer upon any Employee any right to continued employment nor shall it
interfere in any way with the right of the Employer to terminate the
employment of any of its Employees at any time.

            19.6  No Effect on Other Benefits.  The receipt of Benefits
                  ---------------------------
under the Plan shall have no effect on any benefits to which a Participant
may be entitled from the Employer, under another plan or otherwise, or
preclude a Participant from receiving any such benefits.



                            REINSURANCE GROUP OF AMERICA, INCORPORATED

                        By: /s/  A. Greig Woodring
                            ------------------------------------------
                            President


Attest: /s/ Matthew P. McCauley
       -----------------------------
       Secretary

RGASTDO3


                                    11

 1

                                                              EXHIBIT 10.24

                       REINSURANCE GROUP OF AMERICA
                      EXECUTIVE PERFORMANCE SHARE PLAN
              As Amended and Restated Effective January 1, 1996


1.  Purpose of the Plan
    -------------------
      The purpose of the Reinsurance Group of America Executive Performance
Share Plan (the "Plan") is to foster the growth of Reinsurance Group of
America, Incorporated ("RGA") by offering to certain officers and key
employees of RGA and its subsidiaries incentives which may appreciate over
time, in addition to their current compensation.
2.  Administration of the Plan
    --------------------------
      The Plan shall be administered by the Compensation Committee of the
Board of Directors of RGA (the "Committee").  No member of the Committee,
while serving as such, shall be eligible to participate in the Plan.
      Subject to the provisions of the Plan, decisions and determinations by
the Committee shall be final and binding upon all parties, including
shareholders, employees, and Plan Participants.  The Committee shall have
the authority to interpret the Plan, to establish and revise rules and
regulations relating to the Plan, and to make any other determinations it
deems necessary or advisable for the successful operation of the Plan.
      Each member of the Committee must be a "disinterested person" as
defined in Rule 16(b)-3 promulgated by the Securities and Exchange Comission
and an "outside director" as defined in Section 162(m)(4)(C)(i) of the
Internal Revenue Code of 1986, as amended.
3.  Participation
    -------------
      If a subsidiary of RGA wishes to participate in the Plan, and the
Committee consents, the Board of Directors of the subsidiary shall adopt a
resolution authorizing participation by the subsidiary in the Plan and
obtain the consent of the Committee.
      Individual Participants in the Plan shall be selected by the Committee
from among the officers of RGA and key executive employees of the
Participating RGA Subsidiaries.

Reinsurance Group of America
Performance Share Plan


                                    -1-
 2

      Each year the Committee will publish a schedule announcing the
incentive compensation for the various officers and employees who are
Participants in the Plan and the amount of the incentive compensation that
is awarded as Performance Shares.
4.  Performance Shares
    ------------------
      Awards under this Plan shall be granted to Participants in the form of
Performance Shares and shall be credited to Performance Unit Accounts to be
maintained for such Participants.  Each Performance Unit shall be deemed to
be equivalent in value to the Fair Market Value of one share of Common Stock
of RGA.  Notwithstanding anything herein to the contrary however,
Performance Shares are not Common Stock and the award of Performance Shares
under the Plan shall not entitle the Participant to any dividend or voting
rights or any other rights of a shareholder with respect to such Performance
Shares.
      The maximum number of Performance Shares that may be awarded under the
Plan shall not exceed an aggregate of 500,000.  If any Performance Shares
awarded under the Plan are forfeited or cancelled, such Performance Shares
may again be awarded under the Plan.
      The Committee may in its sole discretion substitute other forms of
awards (such as restricted stock) for Performance Shares.  Notwithstanding
the foregoing provisions of this section, the Committee shall not substitute
any other form of award for Performance Shares unless, in the opinion of the
Committee, such substitution would not result in any significant increase in
the cost of the Plan to RGA or the Participating RGA Subsidiaries, or
otherwise adversely affect them.
5.  Time of Grant of Awards
    -----------------------
      The Plan is designed to operate over the 10 Plan Years commencing
January 26, 1994.  Grants of awards of Performance Shares shall be made by
the Committee at its first meeting in each Plan Year.
6.  Vesting of Performance Shares
    -----------------------------
      A Participant shall have no right to receive payment for any part of
his Performance Shares and all of his Performance Shares shall be forfeited
unless he remains in the employment

Reinsurance Group of America
Performance Share Plan


                                    -2-
 3

of RGA or a Participating RGA Subsidiary at all times from the date of the
grant of Performance Shares through the earlier of (a) the last day of the
Plan Year in which the Performance Shares become nonforfeitable pursuant to
the schedule set forth below, (b) the date on which the Participant
Retires, or (c) the Participant's death or Disability.
      In addition, in the event a Participant's employment with RGA or a
Participating RGA Subsidiary is terminated as a result of a Change of
Control, the Participant will be deemed to have met the requirements of this
Section 6 and shall be entitled to payment with respect to all Performance
Shares under the Plan upon the Participant's termination of employment.  A
Participant who terminates employment within six months after a Change of
Control will be deemed to have terminated his employment as a result of the
Change of Control.
      Each grant of Performance Shares under the Plan will become
nonforfeitable as of the last day of a Plan Year pursuant to the following
schedule:




                                            Nonforfeitable Portion of
         Plan Year After Grant                 Performance Shares
         ---------------------                 ------------------
                                                   
                  1                                   1/3
                  2                                   1/3
                  3                                   1/3


      The Committee may, if in the opinion of the Committee circumstances
warrant such action, approve payment of any or all of Performance Shares
which would otherwise be forfeited as a result of a Participant failing to
remain in the employment of RGA or a Participating RGA Subsidiary for the
required period.
7.  Form and Timing of Payment
    --------------------------
      a) Form of Payment - Payment shall be made to the holder of
Performance Shares wholly in cash, or wholly in a number of shares of RGA
Common Stock equal to the number of Performance Shares entitling the holder
to payment, or partly in cash and partly in shares in such proportion as the
Committee deems appropriate.  Shares of Common Stock of RGA issued upon
payment of Performance Shares may be either treasury shares, or authorized
and unlisted shares,

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Performance Share Plan

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or shares purchased on the market for that purpose or any combination
thereof.  Payment shall be made in a a single sum at the time set forth
below.
      b) Time of Payment - Payment with respect to the nonforfeitable
Performance Shares shall be made to a Participant at the earlier of:
      1) twenty-four months after the termination of employment of the
Participant,
      2) immediately upon the termination of employment of the Participant
if the termination is as a result of death, Disability or Retirement,
      3) at the time the Participant exercises any options granted under the
Reinsurance Group of America, Incorporated Flexible Stock Plan (or such
other stock option plan duly adopted by RGA or a Participating RGA
Subsidiary) in the amount specified under Section 8,
      4) after the last day of any year in which the value of the
Participant's nonforfeitable Performance Shares exceeds 500% of the
Participant's target bonus that is payable with respect to that year under
the Management Incentive Plan maintained by RGA in the amount specified in
Section 8.
      Notwithstanding anything else herein to the contrary, no payments will
be made to Participants until after the last day of the second Plan Year
after the Plan Year in which an award is made (except in the case of
termination of employment through death, disability, or under such
circumstances, such as extreme hardship, as the Committee deems acceptable).
8. Amount of Payment
   -----------------
      The amount to be paid to each Participant shall be the Fair Market
Value, on the date of payment, of the nonforfeitable Performance Shares with
respect to which payment is to be made on such date.
      a) Termination of Employment - Payments made pursuant to the
termination of the Participant's employment under Sections 7(b)(1) and
7(b)(2) shall be based on the total number of nonforfeitable Performance
Shares in the Participant's Performance Unit Account.
      b) Exercise of Options - Payments made pursuant to Section 7(b)(3) may
be in the amount elected by the Participant up to the total amount necessary
to purchase the stock subject

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to the exercise of the option, to pay any tax which may be due as a result
of the exercise of such an option or as a result of the payment from the
Plan, or all three, provided however, that any distribution made pursuant
to this Section 8(b) may not exceed the number of nonforfeitable
Performance Shares in the Participant's Performance Unit Account.
      c) 500% Over Target MIP - Payments made pursuant to Section 7(b)(4)
shall be in the amount by which the value of the nonforfeitable Performance
Shares in the Participant's Performance Unit Account exceeds 500% of the
Participant's target bonus that is payable with respect to that year under
the Management Incentive Plan maintained by RGA.
9.  Change of Control
    -----------------
      In order to maintain a Participant's rights in the event of a Change
of Control, the Committee, in its sole discretion, may, at any time prior
to, simultaneously with, or after a Change of Control, provide such
protection as it may deem necessary.  Without, in any way, limiting the
generality of the foregoing sentence or requiring any specific protection,
the Committee may, separately or in any combination:
      a) provide for the acceleration of any time periods relating to the
vesting, payment or other realization of any award, or awards, under the
Plan so that such awards may be realized in full on or before a date fixed
by the Committee;
      b) make such adjustment to the amounts that have been awarded under
the Plan as the Committee deems appropriate to reflect such transaction or
change; or
      c) cause the awards under the Plan to be assumed, or new awards
substituted therefore, by the surviving corporation in such change.
10.  Dilution and Other Adjustments
     ------------------------------
      In the event of any change in the outstanding shares of Common Stock
of RGA by reason of any stock dividend or split, recapitalization, merger,
consolidation, spin-off, reorganization, combination or exchange of shares
or other similar corporate change, if the Committee shall determine, in its
sole discretion, that such change equitably requires an adjustment in the
number or kind of Performance Shares then held in Participants' Performance
Unit Accounts, or which

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Performance Share Plan


                                    -5-
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may be awarded to any one Participant, or an adjustment in any measure of
performance, such adjustments shall be made by the Committee and shall be
conclusive and binding for all purposes of the Plan.
11.  Miscellaneous Provisions
     ------------------------
      A Participant's rights and interests under the Plan may not be
assigned or transferred.  Notwithstanding the foregoing however, in the case
of a Participant's death, payment of Performance Shares due under this Plan
shall be made to his designated beneficiary, or in the absence of such
designation, by will or the laws of descent and distribution.
      No Participant or other person shall have any claim or right to be
granted an award under this Plan.  Neither this Plan nor any action taken
hereunder shall be construed as giving any Participant any right to be
retained in the employ of RGA or any Participating RGA Subsidiary.
      RGA and Participating RGA Subsidiaries shall have the right to deduct
from all awards paid in cash any taxes required by law to be withheld with
respect to such cash awards and, in the case of awards paid in RGA Common
Stock, the Participant or other person receiving such stock shall be
required to pay to RGA of the Participating RGA Subsidiary, as the case may
be, the amount of any taxes which RGA or the Participating RGA Subsidiary is
required to withhold with respect to such stock.
12.  Definitions
     -----------
      As used in this Plan, the following terms shall have the following
meanings:
      "Change Of Control" means the acquisition, without the approval of the
Board, by any person or entity, other than RGA or a Related Entity (General
American Life Insurance Company, or any Subsidiary of RGA or any employee
benefit plan, including a trust forming a part of such a plan, maintained by
RGA, General American Life Insurance Company, or a Subsidiary of RGA), of
more than 20% of the outstanding Common Stock of RGA through a tender offer,
exchange offer or otherwise; the liquidation or dissolution of RGA following
a sale or other disposition of all or substantially all of its assets; a
merger or consolidation involving RGA which results in RGA not being the
surviving parent corporation; or any time during any

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Performance Share Plan


                                    -6-
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two-year period in which individuals who constituted the Board at the start
of such period (or whose election was approved by at least two-thirds of
the then members of the Board who were members at the start of the two-year
period) do not constitute at least 50% of the Board for any reason.
      "Common Stock" means the common shares of the stock of RGA which is
currently traded on the New York Stock Exchange.
      "Disability" means complete and permanent inability by reason of
illness or accident to perform the duties of the occupation at which a
Participant was employed by a RGA or a Participating RGA Subsidiary when
such disability commenced.  All determinations as to the date and extent of
disability of any Participant shall be made by the Committee, upon the basis
of such evidence as the Committee deems necessary and desirable.
      "Employee" means any person (including any officer) employed by any
Participating RGA Subsidiary on a salaried basis and no employee shall be
excluded because he is also a Director of such Participating RGA Subsidiary.
      "Employer" means RGA or Participating RGA Subsidiary that employs an
Employee.
      "Fair Market Value" on any date shall be the closing price of a share
of RGA Common Stock on such date (or if such date is not a trading date,
then on the trading date next following such date) as officially quoted by
the New York Stock Exchange, or if the Common Stock should not then be
listed or admitted to trading on such exchange, the average of the closing
bid or asked prices as furnished by any New York Stock Exchange firm
selected from time to time by the Committee for that purpose.
      "Malfeasance" means (1) conduct, act or omission which is contrary to
a Participant's duties as an employee or officer, whichever the case may be,
which is inimical or in any way contrary to the best interests of the RGA or
any of its subsidiaries or affiliates, or (2) employment of a Participant by
or association of a Participant with an organization which competes with the
RGA or any of its subsidiaries or affiliates.

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Performance Share Plan


                                    -7-
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      "Participant" means any officer or employee designated as a
Participant pursuant to Section 3.
      "Participating RGA Subsidiary" means any subsidiary which has adopted
the Plan with the consent of the Committee pursuant to Section 3.
      "Plan Year" means the calendar year except that the first Plan Year
begins on January 26, 1994 and ends December 31, 1994.
      "Retire or Retirement" means the termination of employment of the
Participant with RGA or Participating RGA Subsidiary who is not thereafter
employed by any other entity that has adopted the Plan pursuant to Section
3, after the Participant has both attained 55 years of age and performed no
fewer than 10 years of service for the Employer.
      "Subsidiary" means any corporation of which a majority of the
outstanding stock entitled to vote is owned, directly or indirectly, by RGA
or a subsidiary of RGA.
13.  Cancellation of Performance Shares
     ----------------------------------
      Performance Shares shall be cancelled and forfeited without any
further action by the Committee as a result of failure to complete the
requisite period of employment, or any malfeasance committed by the
Participant.  In addition, the Committee may cancel Performance Shares with
the written consent of an employee holding such Performance Shares granted
to him under the Plan.  In the event of any cancellation, all rights of the
former holder of such cancelled Performance Shares in respect of such
cancelled Units shall terminate, and such Units shall be available for
further grant in accordance with the Plan.
14. Amendments and Termination
    --------------------------
      The Board of Directors may at any time terminate this Plan or amend it
to change the time of grant of awards and the length of award periods with
respect to awards not theretofore granted, provided that no such action
shall adversely affect any right or obligation with respect to any award
theretofore granted.
      The right to grant awards under this Plan shall terminate
automatically at the close of business on December 31, 2004, or upon the
granting of awards equaling the maximum

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Performance Share Plan


                                    -8-
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authorized under the Plan, whichever shall occur first, and, thereafter,
the function of the Committee will be limited to supervising the
administration of awards previously granted.
15.  Effective Date
     --------------
      This Amendment and Restatement of the Plan shall be effective as of
January 1, 1996.



                        REINSURANCE GROUP OF AMERICA, INCORPORATED

                        By: /s/  A. Greig Woodring
                        ------------------------------------------
                        President


Attest: /s/ Matthew P. McCauley
       -----------------------------
       Secretary


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Performance Share Plan


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