SEC Filing | Reinsurance Group of America, Inc

View:

 1
                                 UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                               Washington, DC 20549

                                    FORM 10-K

  X   Annual report pursuant to Section 13 or 15(d) of the Securities
- ----  Exchange Act of 1934 for the fiscal year ended December 31, 1996

- ----  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                                  43-1267032
     (State or other jurisdiction                     (I.R.S. Employer
  of incorporation or organization)                   Identification No.)

660 Mason Ridge Center Drive, St. Louis, Missouri             63141
(Address of principal executive offices)                    (Zip Code)

      Registrant's telephone number, including area code: (314) 453-7300

          Securities registered pursuant to Section 12(b) of the Act:
                                                      Name of each exchange
      Title of each class                              on which registered
      -------------------                             ---------------------
  Common Stock, par value $0.01                       New York Stock Exchange
  Preferred Stock Purchase Rights                     New York Stock Exchange

            Securities registered pursuant to Section 12(g) of the Act:
                                    None

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
                                     ---   ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [   ]

The aggregate market value of the voting stock held by non-affiliates of the
registrant, based upon the closing sale price of the Common Stock on March 1,
1997, as reported on the New York Stock Exchange was approximately
$306,440,904.

As of March 1, 1997, Registrant had outstanding 16,978,896 shares of Common
Stock.

                  DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the Annual Report to Shareholders for 1996 ("the Annual
Report") are incorporated by reference in Parts I, II, and IV of this Form
10-K.  Certain portions of the Definitive Proxy Statement in connection with
the 1997 Annual Meeting ("the Proxy Statement") which will be filed with the
Securities and Exchange Commission not later than 120 days after the
Registrant's fiscal year ended December 31, 1996, are incorporated by
reference in Part III of this Form 10-K.

                                    1
 2


                         REINSURANCE GROUP OF AMERICA, INCORPORATED

                                           Form 10-K

                                  YEAR ENDED DECEMBER 31, 1996

                                             INDEX



Item                                                                        Page
Number                                                                  of this Form
- ------                                                                  ------------
                                       Part I
                                                                               
1.          Business                                                               3
2.          Properties                                                            19
3.          Legal Proceedings                                                     19
4.          Submission of Matters to a Vote of Security Holders                   19

                                       Part II

5.          Market for Registrant's Common Equity and Related
              Stockholder Matters                                                 19
6.          Selected Financial Data                                               20
7.          Management's Discussion and Analysis of Financial
              Condition and Results of Operations                                 20
8.          Financial Statements and Supplementary Data                           20
9.          Changes in and Disagreements with Accountants
               on Accounting and Financial Disclosure                             20

                                       Part III

10.         Directors and Executive Officers of the Registrant                    20
11.         Executive Compensation                                                22
12.         Security Ownership of Certain Beneficial Owners and Management        22
13.         Certain Relationships and Related Transactions                        22

                                       Part IV

14.         Exhibits, Financial Statement Schedules, and Reports on Form 8-K      23

                                    2
 3

Item 1.       BUSINESS

A.    Overview

      Reinsurance Group of America, Incorporated (RGA) is an insurance
holding company formed December 31, 1992.  The consolidated financial
statements include the assets, liabilities, and results of operations of RGA;
RGA Reinsurance Company (RGA Reinsurance), formerly Saint Louis Reinsurance
Company; RGA Australian Holdings PTY, Limited (Australian Holdings); RGA
Reinsurance Company (Barbados) Ltd. (RGA Barbados); RGA Reinsurance Company
(Bermuda) Ltd. (RGA Bermuda); G.A. Canadian Holdings, Ltd. (Canadian
Holdings), a Canadian insurance holding company; RGA Sudamerica, S.A., a
Chilean holding company; and Manantial Seguros de Vida, S.A. (Manantial), an
Argentine life insurance company; along with the subsidiaries of RGA
Reinsurance, Australian Holdings, Canadian Holdings, and RGA Sudamerica,
S.A., subject to an ownership position of fifty percent or more
(collectively, the Company).

      The Company is primarily engaged in ordinary life reinsurance, accident
and health reinsurance, and international life and disability on a direct and
reinsurance basis.  RGA and its predecessor, the Reinsurance Division of
General American Life Insurance Company (General American), have been engaged
in the business of life reinsurance since 1973.  As of December 31, 1996, the
Company had approximately $2.9 billion in consolidated assets.

      Reinsurance is an arrangement under which an insurance company, the
"reinsurer," agrees to indemnify another insurance company, the "ceding
company," for all or a portion of the insurance risks underwritten by the
ceding company. Reinsurance is designed to (i) reduce the net liability on
individual risks, thereby enabling the ceding company to increase the volume
of business it can underwrite, as well as increase the maximum risk it can
underwrite on a single life or risk; (ii) stabilize operating results by
leveling fluctuations in the ceding company's loss experience; (iii) assist
the ceding company to meet applicable regulatory requirements; and (iv)
enhance the ceding company's financial strength and surplus position.

      "Ordinary life" reinsurance primarily refers to reinsurance of
individual term life insurance policies, whole life insurance policies,
universal life insurance policies, and joint and survivor insurance policies.
Ceding companies typically contract with more than one company to reinsure
their business.  Reinsurance may be written on an indemnity or an assumption
basis.  Indemnity reinsurance does not discharge a ceding company from
liability to the policyholder; a ceding company is required to pay the full
amount of its insurance obligations regardless of whether it is entitled or
able to receive payments from its reinsurers.  In the case of assumption
reinsurance, the ceding company is discharged from liability to the
policyholder, with such liability passed to the reinsurer.  Reinsurers also
may purchase reinsurance, known as retrocession reinsurance, to cover their
own risk exposure.  Reinsurance companies enter into retrocession agreements
for reasons similar to those that cause primary insurers to purchase
reinsurance.

      Reinsurance may be written on a facultative basis or an automatic
treaty basis.  Facultative reinsurance is individually underwritten by the
reinsurer for each policy to be reinsured, with the pricing and other terms
established at the time the policy is underwritten based upon rates
negotiated in advance.  Facultative reinsurance normally is purchased by
insurance companies for medically impaired lives, unusual risks, or
liabilities in excess of binding limits on their automatic treaties.

      An automatic reinsurance treaty provides that the ceding company will
cede risks to a reinsurer on specified blocks of business where the
underlying policies meet the ceding company's underwriting criteria.  In
contrast to facultative reinsurance, the reinsurer does not approve each
individual risk.  Automatic reinsurance treaties generally provide that the
reinsurer will be liable for a portion of the risk associated with the
specified policies written by the ceding company.  Automatic reinsurance
treaties specify the ceding company's binding limit, which is the maximum
amount of risk on a given life that can be ceded automatically and that the
reinsurer must accept.  The binding limit may be stated either as a multiple
of the ceding company's retention or as a stated dollar amount.

                                    3
 4
      Facultative and automatic reinsurance may be written as yearly
renewable term, coinsurance, or modified coinsurance, which vary with the
type of risk assumed and the manner of pricing the reinsurance.  Under a
yearly renewable term treaty, the reinsurer assumes only the mortality or
morbidity risk.  Under a coinsurance arrangement, depending upon the terms of
the contract, the reinsurer may share in the risk of loss due to mortality or
morbidity, lapses, and the investment risk, if any, inherent in the
underlying policy.  Modified coinsurance differs from coinsurance only in
that the assets supporting the reserves are retained by the ceding company
while the risk is transferred to the reinsurer.

      Generally, the amount of ordinary life reinsurance ceded under
facultative and automatic reinsurance agreements is stated on either an
excess or a quota share basis.  Reinsurance on an excess basis covers amounts
in excess of an agreed-upon retention limit.  Retention limits vary by ceding
company and also vary by age and underwriting classification of the insured,
product, and other factors.  Under quota share reinsurance, the ceding
company states its retention in terms of a fixed percentage of the risk that
will be retained, with the remainder up to the maximum binding limit to be
ceded to one or more reinsurers.

      Reinsurance agreements, whether facultative or automatic, may provide
for recapture rights on the part of the ceding company.  Recapture rights
permit the ceding company to reassume all or a portion of the risk formerly
ceded to the reinsurer after an agreed-upon period of time (generally 10
years) and subject to certain other conditions, including that the ceding
company kept its full retention.  Recapture of business previously ceded does
not affect premiums ceded prior to the recapture of such business.

      The potential adverse effects of recapture rights are mitigated by the
following factors:  (i) recapture rights vary by treaty and the risk of
recapture is a factor which is taken into account when pricing a reinsurance
agreement; (ii) ceding companies generally may exercise their recapture
rights only to the extent they have increased their retention limits for the
reinsured policies; and (iii) ceding companies generally must recapture all
of the policies eligible for recapture under the agreement in a particular
year if any are recaptured, which prevents a ceding company from recapturing
only the most profitable policies.  In addition, when a ceding company
increases its retention and recaptures reinsured policies, the reserves
maintained by the reinsurer to support the recaptured portion of the policies
are released by the reinsurer.

      The Company also provides financial reinsurance to assist ceding
companies in meeting applicable regulatory requirements and enhancing ceding
companies' financial strength and statutory surplus position.  The Company
provides ceding companies financial reinsurance by committing cash or
assuming insurance liabilities.  Generally, such amounts are offset by
receivables from ceding companies which are supported by the future profits
from the reinsured block of business.  The Company earns a return based on
the amount of outstanding reinsurance.  The Company retrocedes most of this
business to other insurance companies to alleviate the strain created by this
business.

B.    Corporate Structure

      RGA is a holding company, the principal assets of which consist of the
common stock of RGA Reinsurance and Canadian Holdings, as well as investments
in several other subsidiaries or joint ventures and a portfolio consisting
primarily of highly liquid investment securities.  The primary source of
funds for RGA to make dividend distributions is dividends paid to RGA by RGA
Reinsurance and Canadian Holdings and investment securities maintained in the
portfolio. RGA Reinsurance's principal source of funds is derived from
current operations.  Canadian Holdings' principal source of funds is
dividends on its equity interest in RGA Canada Management Company, Ltd. (RGA
Canada Management), whose principal source of funds is dividends paid by RGA
Life Reinsurance Company of Canada (RGA Canada).  RGA Canada's principal
source of funds is derived from current operations.  At December 31, 1996,
$97.5 million of liquid investment securities were held by RGA, and were
available for any corporate funding needs that may arise.

      The U.S. ordinary life reinsurance business represented 72.1% of the
Company's business as measured by 1996 net premiums and has experienced
significant growth since inception to 1996.  The U.S. ordinary life operation
markets life reinsurance, through RGA Reinsurance, primarily to the largest
U.S. ordinary life insurance

                                    4
 5

companies.  RGA Reinsurance, a Missouri domiciled stock life insurance
company, is wholly-owned by RGA.   As of December 31, 1996, RGA Reinsurance
had statutory capital and surplus of $205.9 million.

      The Company's Canadian ordinary life reinsurance business, which
represented 9.3% of the Company's business as measured by 1996 net premiums,
is conducted primarily through RGA Canada, an indirect subsidiary of Canadian
Holdings.  Canadian Holdings, a wholly-owned subsidiary of RGA, is a New
Brunswick holding company which owns 100% of RGA Canada Management, also a
New Brunswick holding company, which in turn owns 100% of RGA Canada.

      The Company's accident and health reinsurance business, which
represented 8.5% of the Company's business as measured by 1996 net premiums,
is assumed by RGA Reinsurance.  RGA Reinsurance owns 51% of Fairfield
Management Group, Inc. (Fairfield), formerly known as Great Rivers Holding
Company, which in turn owns 100% of Great Rivers Reinsurance Management, Inc.
(Great Rivers Reinsurance Management).  Great Rivers Reinsurance Management
performs underwriting and administrative services for the accident and health
business reinsured by RGA Reinsurance.  In addition, Fairfield owns 100% of
Reinsurance Partners, Inc. (Re Partners), formerly known as Adrian Baker
Reinsurance Intermediaries Inc.  Fairfield also owns 80% of RGA U.K.
Underwriting Agency Limited (RGA UK),  a contact office for RGA Reinsurance
in the United Kingdom.  Management of Fairfield owns the remaining 49% of
Fairfield.  RGA and management have granted each other certain rights of
first refusal with respect to the stock of Fairfield.  RGA has certain rights
and obligations to purchase the remaining 49% of the stock of Fairfield.
Management of RGA UK owns the remaining 20% of RGA UK.  See "Certain
Relationships and Related Transactions."

      During 1996, RGA continued to be active in the international insurance
market.  Business in the other international segment represented 10.1% of the
Company's business as measured by 1996 net premiums. The other international
segment represents business which is primarily in the Latin American and Asia
Pacific regions.  RGA Sudamerica, S.A., which is 99% owned by RGA and 1%
owned by RGA Barbados, is a Chilean holding company which currently has a 50%
investment in BHIF America Seguros de Vida, S.A. (BHIF America), and a 99%
investment in RGA Reinsurance Company Chile S.A. (RGA Chile), (the remaining
1% of RGA Chile is owned by RGA Barbados).  BHIF America sells Chilean
insurance products, including single premium immediate annuities, credit
life, and disability insurance. In July 1996, RGA created RGA Chile, which is
licensed to assume life reinsurance business in Chile.  To date, all business
assumed by RGA Chile was ceded from BHIF America.  RGA also operates in
Argentina through Manantial, a subsidiary which is 99% owned by RGA and 1%
owned by RGA Sudamerica S.A.  Manantial markets and sells individual, group,
and credit life and disability insurance.  RGA Reinsurance also provides life
and certain forms of disability reinsurance to life insurance companies
throughout the world.

      In January 1996, RGA formed Australian Holdings, a wholly-owned holding
company, and RGA Reinsurance Company of Australia Limited (RGA Australia), a
wholly-owned reinsurance company of Australian Holdings licensed to assume
life reinsurance in Australia.

      RGA Barbados was formed and capitalized in 1995, providing reinsurance
for a portion of certain business assumed by RGA Reinsurance from the ITT
Lyndon Life Insurance Company and certain other reinsurance business.  During
1996, RGA also formed a subsidiary in Bermuda, RGA Bermuda, which had not
assumed any reinsurance business as of December 31, 1996.

Historical Review
- -----------------

      On December 31, 1992, RGA Canada assumed the Reinsurance Division's
Canadian business by means of a retrocession reinsurance agreement with
General American (the "Canadian Retrocession Agreement").  On the same date,
RGA Canada retroceded back to the Reinsurance Division pursuant to a
retrocession agreement with General American amounts assumed by RGA Canada
pursuant to the Canadian Retrocession Agreement which exceeded RGA Canada's
retention limits (the "RGA Canada Retrocession Agreement").  On December 31,
1992, the Reinsurance Division also made a C$10 million capital contribution
to RGA Canada and transferred to RGA

                                    5
 6

Canada cash equal to the liabilities assumed by RGA Canada pursuant to the
Canadian Retrocession Agreement, net of amounts retroceded back to the
Reinsurance Division pursuant to the RGA Canada Retrocession Agreement.

      On January 1, 1993, RGA Reinsurance entered into a retrocession
reinsurance agreement with General American (known as the "U.S. Retrocession
Agreement" and, together with the Canadian Retrocession Agreement, known as
the "Retrocession Agreements") pursuant to which all of the business of the
General American Reinsurance Division (including the Canadian business
retroceded back to the Reinsurance Division by RGA Canada pursuant to the RGA
Canada Retrocession Agreement) was transferred to RGA Reinsurance, net of the
financial effects of all other retrocession agreements of the Reinsurance
Division.  As of  January 1, 1993, the Reinsurance Division also made a $10
million capital contribution to RGA Reinsurance and transferred to RGA
Reinsurance investment assets equal to the liabilities assumed by RGA
Reinsurance pursuant to the U.S. Retrocession Agreement.  The remainder of
the investment portfolio was transferred by the Reinsurance Division to RGA
in April 1993, along with the stock of RGA Reinsurance and Canadian Holdings
to RGA.  As of the first day of June 1993, all of the full time employees in
the Reinsurance Division transferred to RGA Reinsurance.

      The foregoing transactions, including the transfer to RGA of the stock
of RGA Reinsurance and Canadian Holdings, the execution of the Retrocession
Agreements, the transfers of investment assets to RGA and RGA Reinsurance,
and the capital contributions to RGA Canada and RGA Reinsurance, are
hereinafter collectively referred to as the "Restructuring."

Intercorporate Relationships
- ----------------------------

      As a result of the Restructuring, the Company has all the economic
benefits and risks of the reinsurance agreements ceded by General American
pursuant to the Retrocession Agreements, although General American currently
remains the contracting party with some of the underlying ceding companies.

      RGA operates on a stand-alone basis following the Restructuring,
however General American or its affiliates continue to provide certain
administrative and other services to RGA and RGA Reinsurance pursuant to
separate administrative services agreements, and provide investment advisory
services to RGA, RGA Reinsurance, Australian Holdings, RGA Barbados, and RGA
Canada pursuant to separate investment advisory agreements.

      The transfer of the Reinsurance Division to RGA has had no material
effect on the existing reinsurance business of the Reinsurance Division.
Some business of RGA Reinsurance continues to be written through General
American pursuant to a marketing agreement between RGA Reinsurance and
General American.  Under the marketing agreement, General American has agreed
to amend and terminate its existing assumed and retroceded reinsurance
agreements pursuant to the Retrocession Agreements only at the direction of
RGA Reinsurance, thus giving RGA Reinsurance the contractual right to direct
future changes to existing reinsurance agreements.  Further, General American
has agreed, during the term of the marketing agreement, to enter into
additional reinsurance agreements under which it is the reinsurer at, and
only upon, the direction of RGA Reinsurance.  Therefore, until December 31,
1999, the date on which the marketing agreement expires, General American
will be precluded from competing with the Company, unless RGA Reinsurance
elects to terminate the marketing agreement earlier.  Pursuant to the U.S.
Retrocession Agreement, any new reinsurance contracts will automatically be
retroceded to RGA Reinsurance.  Although primary insurers must look to
General American for payment in the first instance with respect to
reinsurance business written through General American, the Company will be
ultimately liable to General American with respect to such reinsurance.
General American charges RGA Reinsurance quarterly an amount equal to, on an
annual basis, 0.25% of specified policy-related liabilities that are
associated with existing reinsurance treaties written by General American for
the benefit of RGA Reinsurance.  Most of the existing reinsurance agreements
between General American and various ceding companies were transferred to RGA
Reinsurance, replacing General American as the direct party to the treaties.
As of December 31, 1996, 11 companies had not novated their business directly
to RGA Reinsurance which represented 9.8% of RGA Reinsurance's statutory net
premiums.

                                    6
 7

Ratings
- -------

      The ability of RGA Reinsurance to write reinsurance for its own account
will depend on its financial condition and its ratings.  A.M. Best, an
independent insurance company rating organization, has rated RGA Reinsurance
"A+."  A.M. Best's ratings are based upon an insurance company's ability to
pay policyholder obligations and are not directed toward the protection of
investors.  A.M. Best's ratings for insurance companies currently range from
"A++" to "F", and some companies are not rated.  Publications of A.M. Best
indicate that "A+" and "A++" ratings are assigned to those companies which,
in A.M. Best's opinion, have achieved superior overall performance when
compared to the standards established by A.M. Best and generally have
demonstrated a strong ability to meet their policyholder obligations over a
long period of time.  In evaluating a company's financial strength and
operating performance, A.M. Best reviews the company's profitability,
leverage, and liquidity as well as its spread of risk, the quality and
appropriateness of its reinsurance program, the quality and diversification
of its assets, the adequacy of its policy or loss reserves, the adequacy of
its surplus, its capital structure, management's experience and objectives,
and policyholders' confidence.

Additionally, RGA Reinsurance has received an "AA" rating from Standard &
Poor's and an "A1" rating from Moody's Investor Services for claims-paying
ability.  These ratings represent Standard & Poor's third highest rating and
Moody's fifth highest rating.

Regulation
- ----------

      RGA Reinsurance, RGA Canada, BHIF America, RGA Chile, Manantial, RGA
Barbados, RGA Bermuda, and RGA Australia are regulated by authorities in
Missouri, Canada, Chile, Argentina, Barbados, Bermuda, and Australia,
respectively.  RGA Reinsurance is subject to regulations in the other
jurisdictions in which it is licensed or authorized to do business.
Insurance laws and regulations, among other things, establish minimum capital
requirements and limit the amount of dividends, distributions, and
intercompany payments affiliates can make without prior regulatory approval.
Missouri law imposes restrictions on the amounts and type of investments
insurance companies like RGA Reinsurance may hold.

      Guidelines on Minimum Continuing Capital and Surplus Requirements
("MCCSR") became effective for Canadian insurance companies in December 1992,
and Risk-Based Capital ("RBC") guidelines promulgated by the National
Association of Insurance Commissioners ("NAIC") became effective for U.S.
companies in 1993.  The MCCSR risk-based capital guidelines, which are
applicable to RGA Canada, strengthen surplus requirements and take into
account both assets and liabilities in establishing solvency margins.  The
RBC guidelines, applicable to RGA Reinsurance, similarly identify minimum
capital requirements based upon business levels and asset mix.  Both RGA
Canada and RGA Reinsurance maintain capital levels in excess of the amounts
required by these guidelines.  Regulations in Chile, Argentina, Australia,
and Barbados also require certain minimum capital levels, and subject the
companies operating there to oversight by the applicable regulatory bodies.
The Company's subsidiaries in Chile, Argentina, Australia, and Barbados meet
the minimum capital requirements in their respective jurisdiction.  The
Company cannot predict the effect that any NAIC recommendations or proposed
or future legislation or rule-making in the U.S., Canada, or in other
countries where subsidiaries have been created may have on the financial
condition or operations of the Company or its subsidiaries.

      RGA is regulated in Missouri as an insurance holding company.  The
Company is subject to regulation under the insurance and insurance holding
company statutes of Missouri.  The Missouri insurance holding company laws
and regulations generally require insurance and reinsurance subsidiaries of
insurance holding companies to register with the Missouri Department of
Insurance and to file with the Missouri Department of Insurance certain
reports describing, among other information, their capital structure,
ownership, financial condition, certain intercompany transactions, and
general business operations.  The Missouri insurance holding company statutes
also require prior regulatory agency approval or, in certain circumstances,
prior notice of certain material intercompany transfers of assets as well as
certain transactions between insurance companies, their parent companies and
affiliates.

      Under Missouri insurance laws and regulations, unless (i) certain
filings are made with the Missouri Department of Insurance, (ii) certain
requirements are met, including a public hearing, and (iii) approval or

                                    7
 8

exemption is granted by the Missouri Director of Insurance, no person may
acquire any voting security or security convertible into a voting security of
an insurance holding company, such as RGA, which controls a Missouri
insurance company, or merge with such a holding company, if as a result of
such transaction such person would "control" the insurance holding company.
"Control" is presumed to exist under Missouri law if a person directly or
indirectly owns or controls 10% or more or the voting securities of another
person.

      Current Missouri law (applicable to RGA and RGA Reinsurance) permits
the payment of dividends or distributions which, together with dividends or
distributions paid during the preceding 12 months, do not exceed the greater
of (i) 10% of statutory capital and surplus as of the preceding December 31
or (ii) statutory net gain from operations for the preceding calendar year.
Any proposed dividend in excess of this amount is considered an
"extraordinary dividend" and may not be paid until it has been approved, or a
30-day waiting period has passed during which it has not been disapproved, by
the Missouri Director of Insurance.  In addition, dividends may be paid only
to the extent the insurer has earned surplus (as opposed to contributed
surplus).  The maximum amount available for payment of dividends in 1997 by
RGA Reinsurance under Missouri law, without the prior approval of the
Missouri Director of Insurance, is $26.0 million.

      In contrast to current Missouri law, the NAIC Model Insurance Holding
Company Act (the "Model Act") defines an extraordinary dividend as a dividend
or distribution which, together with dividends or distributions paid during
the preceding 12 months, exceeds the lesser of (i) 10% of statutory capital
and surplus as of the preceding December 31 or (ii) statutory net gain from
operations for the preceding calendar year.  The Company is unable to predict
whether, when, or in what form Missouri will enact a new measure for
extraordinary dividends.  The maximum amount available for payment on
dividends in 1997 by RGA Reinsurance under the Model Act without prior
approval of the Missouri Director of Insurance would have been $20.6 million.

      In addition to the foregoing, Missouri insurance laws and regulations
require that the statutory surplus of RGA Reinsurance following any dividend
or distribution be reasonable in relation to its outstanding liabilities and
adequate to meet its financial needs.  The Missouri Director of Insurance may
bring an action to enjoin or rescind the payment of a dividend or
distribution by RGA Reinsurance that would cause its statutory surplus to be
inadequate under the standards of Missouri.

      There are no express restrictions on the declaration of dividends by
Canadian Holdings, RGA Canada Management, or RGA Canada under Canadian
insurance laws and regulations.  However, RGA Canada must give notice of any
dividend to the Superintendent of Financial Institutions of Canada at least
10 days prior to the date of payment.  In addition, the Canadian MCCSR
guidelines consider both assets and liabilities in establishing solvency
margins, the effect of which could limit the maximum amount of dividends that
may be paid by RGA Canada.  RGA Canada's ability to declare and pay dividends
in the future will be affected by its continued ability to comply with such
guidelines.  The maximum amount available for payment of dividends by RGA
Canada to RGA Canada Management under the Canadian MCCSR guidelines, which
have the effect of restricting the payment of dividends by RGA Canada in 1997
while maintaining solvency margins, was $7.2 million at December 31, 1996.

      The insurance laws and regulations, as well as the level of supervisory
authority that may be exercised by the various insurance departments, vary by
jurisdiction, but generally grant broad powers to supervisory agencies or
regulators to examine and supervise insurance companies and insurance holding
companies with respect to every significant aspect of the conduct of the
insurance business, including approval or modification of contractual
arrangements.  These laws and regulations generally require insurance
companies to meet certain solvency standards and asset tests, to maintain
minimum standards of business conduct, and to file certain reports with
regulatory authorities, including information concerning their capital
structure, ownership, and financial condition, and subject insurers to
potential assessments for amounts paid by guarantee funds.

      RGA Reinsurance and RGA Canada are required to file annual or quarterly
statutory financial statements in each jurisdiction in which they are
licensed.  Additionally, RGA Reinsurance and RGA Canada are subject to
periodic examination by the insurance departments of the jurisdictions in
which each is licensed, authorized, or accredited.  The Missouri Department
of Insurance most recent examination of RGA Reinsurance was for the year
ended December 31, 1995.  Management of the Company believes the result of
this examination will contain no

                                    8
 9

material adverse findings.  RGA Canada, which was formed in 1992, was reviewed
by the Canadian Superintendent of Financial Institutions during 1995.  The
result of this examination contained no material adverse findings.

      Although some of the rates and policy terms of U.S. primary insurance
agreements are regulated by state insurance departments, the rates, policy
terms, and conditions of reinsurance agreements generally are not subject to
regulation by any regulatory authority.

      In the event of a default on any debt that may be incurred by RGA or
the bankruptcy, liquidation, or other reorganization of RGA, the creditors
and stockholders of RGA will have no right to proceed against the assets of
RGA Reinsurance, RGA Canada, or other subsidiaries of RGA.  If RGA
Reinsurance were to be liquidated, such liquidation would be conducted by the
Missouri Director of Insurance as the receiver with respect to such insurance
company's property and business.  If RGA Canada were to be liquidated, such
liquidation would be conducted pursuant to the general laws relating to the
winding-up of Canadian federal companies.  In both cases, all creditors of
such insurance company, including, without limitation, holders of its
reinsurance agreements and, if applicable, the various state guaranty
associations, would be entitled to payment in full from such assets before
RGA, as a direct or indirect stockholder, would be entitled to receive any
distributions made to it prior to commencement of the liquidation
proceedings, and, if the subsidiary was insolvent at the time of the
distribution, shareholders of RGA might likewise be required to refund
dividends subsequently paid to them.

      Certain state legislatures have considered or enacted laws that alter,
and in many cases increase, state regulation of insurance holding companies.
In recent years, the NAIC and state legislators have begun re-examining
existing laws and regulations, specifically focusing on insurance company
investments and solvency issues, risk-based capital guidelines, intercompany
transactions in a holding company system, and  rules concerning extraordinary
dividends.

      Discussions continue in the Congress of the United States concerning
the future of the McCarran-Ferguson Act, which exempts the "business of
insurance" from most federal laws, including anti-trust laws, to the extent
such business is subject to state regulation.  Judicial decisions narrowing
the definition of what constitutes the "business of insurance" and repeal or
modification of the McCarran-Ferguson Act may limit the ability of the
Company, and RGA Reinsurance in particular, to share information with respect
to matters such as rate-setting, underwriting, and claims management.  It is
not possible to predict the effect of such decisions or change in the law on
the operation of the Company.

Competition
- -----------

      Reinsurers compete on the basis of many factors, including financial
strength, pricing and other terms and conditions of reinsurance agreements,
reputation, service, and experience in the types of business underwritten.
The U.S. and Canadian life reinsurance markets are served by numerous
international and domestic reinsurance companies.  The Company believes that
RGA Reinsurance's largest competitors in the U.S. ordinary life reinsurance
market are currently Transamerica Occidental Life Insurance Company and
Lincoln National Corporation. However, within the reinsurance industry, this
can change from year to year. The Company believes that RGA Canada's major
competitors in the Canadian ordinary life reinsurance market are Swiss Re
Life Canada, The Mercantile and General Reinsurance Company of Canada, and
Munich Reinsurance Company of Canada.

      The other international life operation competes with subsidiaries of
several U.S. individual and group life insurers and reinsurers and other
internationally-based insurers and reinsurers.  Competition is primarily on
the basis of price, service, and financial strength.

Employees
- ---------

      As of December 31, 1996, the Company had 338 employees located in the
United States, Canada, Argentina, Chile, United Kingdom, Hong Kong,
Australia, and Japan.  None of these employees are represented by a labor
union.  The Company believes that employee relations at all of its
subsidiaries are good.

                                    9
 10

C.    Industry Segments

      The Company obtains substantially all of its premium revenues through
reinsurance agreements that cover a portfolio of ordinary life insurance
products, including term life, credit life, universal life, whole life, and
joint and last survivor (JLS) insurance, as well as accident and health
insurance and direct premiums which include single premium pension annuities
and group life.  Generally, the Company, through a subsidiary, has provided
reinsurance and to a lesser extent insurance for mortality and morbidity
risks associated with such products.  With respect to universal life
products, the Company has also provided reinsurance for investment-related
risks.  RGA Reinsurance also writes a small amount of primary insurance on
General American directors and officers, and a small amount of short term
life insurance.

      The Company's reinsurance and insurance operations are classified into
four industry segments:  U.S. ordinary life; Canadian ordinary life; accident
and health; and other international.  Of the other international segment,
61.4% related to direct insurance based on 1996 net premiums.  Revenue,
income (loss) before income taxes and minority interest, assets, and
aggregate depreciation and amortization attributable to each industry segment
for 1996, 1995, and 1994, are set forth in Note 13 of Notes to Consolidated
Financial Statements, which Note is hereby incorporated by reference.

                                    10
 11

      The following table sets forth the Company's gross and net premiums
from new business and renewal business attributable to each of the industry
segments for the periods indicated:




                                        New Business and Renewal Premiums by Segment
                                                   (dollars in millions)


                                                                Year Ended December 31,
                                                                -----------------------
                                                 1996                    1995                   1994
                                          ----------------        ----------------       -----------------
                                          Amount        %         Amount        %        Amount         %
                                          ------       ---        ------       ---       ------        ---
                                                                                     
Gross Premiums:
New business:
U.S. ordinary life                        $143.2        65.8      $111.5        61.3       $83.1        71.9
Canadian ordinary life                      14.7         6.7         9.8         5.4         8.1         7.0
Accident and health                        -           -           -           -           -           -
Other international                         60.0        27.5        46.4        33.3        24.4        21.1
                                          ------       -----      ------       -----      ------       -----
      Subtotal                             217.9       100.0       167.7       100.0       115.6       100.0
Renewals:
U.S. ordinary life                         477.7        71.7       403.4        71.2       340.9        65.4
Canadian ordinary life                      66.8        10.0        55.2         9.8        47.6         9.2
Accident and health                    112.3        16.8       107.8        19.0       132.0        25.4
Other international                          9.9         1.5        14.2           -           -           -
                                          ------       -----      ------       -----      ------       -----
      Subtotal                             666.7       100.0       580.6       100.0       520.5       100.0

Total:
U.S. ordinary life                         620.9        70.2       514.9        68.8       424.0        66.6
Canadian ordinary life                      81.5         9.2        65.0         8.7        55.7         8.8
Accident and health                    112.3        12.7       107.8        14.4       132.0        20.8
Other international                         69.9         7.9        60.6         8.1        24.4         3.8
                                          ------       -----      ------       -----      ------       -----
Total                                     $884.6       100.0      $748.3       100.0      $636.1       100.0
                                          ======       =====      ======       =====      ======       =====

Net Premiums:
New Business:
U.S. ordinary life                        $103.2        58.8       $66.4        49.7       $73.1        71.3
Canadian ordinary life                      14.4         8.2         8.4         6.3         6.8         6.6
Accident and health                        -           -           -           -           -           -
Other international                         58.0        33.0        46.2        44.0        22.6        22.1
                                          ------       -----      ------       -----      ------       -----
Subtotal                                   175.6       100.0       121.0       100.0       102.5       100.0

Renewals:
U.S. ordinary life                         383.5        76.8       347.7        79.7       266.5        76.3
Canadian ordinary life                      48.7         9.8        40.9         9.4        34.2         9.8
Accident and health                     57.2        11.4        47.8        10.9        48.5        13.9
Other international                          9.9         2.0        12.6           -           -           -
                                          ------       -----      ------       -----      ------       -----
Subtotal                                   499.3       100.0       449.0       100.0       349.2       100.0

Total:
U.S. ordinary life                         486.7        72.1       414.1        72.7       339.6        75.2
Canadian ordinary life                      63.1         9.3        49.3         8.6        41.0         9.1
Accident and health                     57.2         8.5        47.8         8.4        48.5        10.7
Other international                         67.9        10.1        58.8        10.3        22.6         5.0
                                          ------       -----      ------       -----      ------       -----
Total                                     $674.9       100.0      $570.0       100.0      $451.7       100.0
                                          ======       =====      ======       =====      ======       =====


 The term "new business" is not applicable to the accident and health
     segment, which generally writes reinsurance agreements with terms of one
     year.


                                    11
 12

      The following table sets forth selected information concerning assumed
reinsurance business in force for the Company's U.S., Canadian and other
international life segments for the indicated periods.  (The term "in force"
refers to face amounts or net amounts at risk and is not applicable to the
accident and health segment.)


                                      Reinsurance Business In Force by Segment
                                               (dollars in billions)

                                                                Year Ended December 31,
                                                                -----------------------
                                                 1996                    1995                    1994
                                          ------------------      ------------------      ------------------
                                          Amount         %        Amount         %        Amount         %
                                          ------       -----      ------       -----      ------       -----
                                                                                     
U.S. ordinary  life                       $137.3        81.6      $127.9        83.1      $114.2        80.2
Canadian ordinary life                      22.7        13.4        17.3        11.2        14.3        10.0
Other international life                     8.3         5.0         8.7         5.7        13.9         9.8
                                          ------       -----      ------       -----      ------       -----
Total                                     $168.3       100.0      $153.9       100.0      $142.4       100.0
                                          ======       =====      ======       =====      ======       =====


      The following table sets forth selected information concerning assumed
new business volume for the Company's U.S., Canadian, and other international
life segments for the indicated periods.  (The term "volume" refers to face
amounts or net amounts at risk and is not applicable to the accident and
health segment.)


                                            New Business Volume by Segment
                                                (dollars in billions)

                                                                Year Ended December 31,
                                                                -----------------------
                                                 1996                    1995                    1994
                                           -----------------       -----------------       -----------------
                                           Amount        %         Amount        %         Amount        %
                                           ------      -----       ------      -----       ------      -----
                                                                                     
U.S. ordinary life                         $27.0        71.2       $27.7        76.9       $26.1        60.4
Canadian ordinary life                       6.9        18.2         4.2        11.7         3.2         7.4
Other international life                     4.0        10.6         4.1        11.4        13.9        32.2
                                           -----       -----       -----       -----       -----       -----
Total                                      $37.9       100.0       $36.0       100.0       $43.2       100.0
                                           =====       =====       =====       =====       =====       =====


      Reinsurance business in force reflects the addition or acquisition of
new reinsurance business, offset by terminations (e.g., voluntary surrenders
of underlying life insurance policies, lapses of underlying policies, deaths
of insureds, the exercise of recapture options, changes in foreign exchange,
and any other changes in the amount of insurance in force).  As a result of
terminations, assumed in force amounts at risk of $23.5 billion, $24.5
billion, and $15.5 billion were released in 1996, 1995, and 1994,
respectively.

U.S. Ordinary Life Reinsurance
- ------------------------------

General

      The Company's U.S. ordinary life reinsurance business, which totaled
72.1%, 72.7%, and 75.2%, of the Company's net premiums in 1996, 1995, and
1994, respectively, consists of the reinsurance of various types of life
insurance products.  This business has been accepted under many different
rate scales, with rates often tailored to suit the underlying product and the
needs of the ceding company.  Premiums typically vary for smokers and
non-smokers, males and females, and may include a preferred underwriting
class discount.  Regardless of the premium mode for the underlying primary
insurance, reinsurance premiums are generally paid annually.  This business
is made up of facultative and automatic treaty business.

      In addition, several of the Company's U.S. clients have purchased life
insurance policies insuring the lives of their executives.  These policies
have generally been issued to fund deferred compensation plans and have been

                                    12
 13

reinsured with the Company.  As of December 31, 1996, reinsurance of such
policies was reflected in interest sensitive contract reserves of $532.6
million, and policy loans of $426.1 million.

Facultative Business

      The U.S. ordinary life facultative reinsurance operation involves the
assessment of the risks inherent in (i) multiple impairments, such as heart
disease, high blood pressure, and diabetes; (ii) cases involving large policy
face amounts; and (iii) financial risk cases, i.e., cases involving policies
disproportionately large in relation to the financial characteristics of the
proposed insured.  The U.S. ordinary life operation's marketing efforts have
focused on developing facultative relationships with client companies because
management believes facultative reinsurance represents a substantial segment
of the reinsurance activity of many large insurance companies and has been an
effective means of expanding the U.S. ordinary life operation's automatic
business.  In 1996, 1995, and 1994, approximately 39.2%, 38.3%, and 45.3%
respectively, of the U.S. ordinary life gross premiums were written on a
facultative basis.  The U.S. ordinary life operation has emphasized
personalized service and prompt response to requests for facultative risk
assessment.

      Only a portion of approved facultative applications result in paid
reinsurance.  This is because applicants for impaired risk policies often
submit applications to several primary insurers, which in turn seek
facultative reinsurance from several reinsurers; ultimately, only one
insurance company and one reinsurer are likely to obtain the business.  The
U.S. ordinary life operation tracks the percentage of declined and placed
facultative applications on a client-by-client basis and generally works with
clients to seek to maintain such percentages at levels the U.S. ordinary life
operation deems acceptable.

      Mortality studies by RGA Reinsurance have shown that the U.S. ordinary
life operation's facultative mortality experience is comparable to its
automatic mortality experience relative to expected mortality rates.  The
U.S. ordinary life operation attributes its favorable facultative mortality
experience to its experienced group of underwriters and its medical staff.
Because the U.S. ordinary life operation applies its underwriting standards
to each application submitted to it facultatively, the U.S. ordinary life
operation generally does not require ceding companies to retain any portion
of the underlying risk when business is written on a facultative basis.

Automatic Business

      Automatic business, including financial reinsurance treaties, is
generated pursuant to treaties which generally require that the underlying
policies meet the ceding company's underwriting criteria, although a number
of such policies may be rated substandard.  In contrast to facultative
reinsurance, reinsurers do not engage in underwriting assessments of the
risks assumed through an automatic treaty.  Automatic business tends to be
very price-competitive; however, clients are likely to give favorable
consideration to their existing reinsurers.

      Because RGA Reinsurance does not apply its underwriting standards to
each policy ceded to it under automatic treaties, the U.S. ordinary life
operation generally requires ceding companies to keep their full retention
when business is written on an automatic basis, thereby increasing the ceding
companies' incentives to underwrite risks with due care and, when
appropriate, to contest claims diligently.

Customer Base

      The U.S. ordinary life reinsurance operation markets life reinsurance
primarily to the largest U.S. ordinary life insurance companies and currently
has treaties with most of the top 100 companies.  These treaties generally
are terminable by either party on 90 days written notice, but only with
respect to future new business; existing business generally is not
terminable, unless the underlying policies terminate or are recaptured.  In
1996, 28 clients had annual gross premiums of $5 million or more and the
aggregate gross premiums from these clients represented approximately 69.8%
of 1996 U.S. ordinary life gross premiums.

      In 1996, no U.S. client accounted for more than 10% of the Company's
consolidated gross premiums and no single client accounted for more than 10%
of the Company's U.S. ordinary life gross premiums. Also, three

                                    13
 14

clients ceded more than 5% of U.S. ordinary life gross premiums.  Together
they ceded $127.4 million, or 20.5%, of U.S. ordinary life gross premiums
in 1996.

      General American and its affiliates generated less than 5.5% of U.S.
ordinary life gross premiums in 1996, 1995, and 1994, exclusive of the
Retrocession Agreements.

      During 1996, $222.7 million of U.S. ordinary life premium related to
facultative business. The U.S. ordinary life operations accepted new
facultative business from over 100 U.S. clients in 1996, and has been
receiving facultative business from these clients for an average of 10 years.

Underwriting

      Facultative.  Senior management has developed underwriting guidelines,
policies, and procedures with the objective of controlling the quality of
U.S. ordinary life business written as well as its pricing.  The U.S.
ordinary life operation's underwriting process emphasizes close collaboration
among its underwriting, actuarial, and operations departments.  Management
periodically updates these underwriting policies, procedures, and standards
to account for changing industry conditions, market developments, and changes
occurring in the field of medical technology; however, no assurance can be
given that all relevant information has been analyzed or that additional
risks will not materialize.  These policies, procedures, and standards are
documented in an on-line underwriting manual.

      The U.S. ordinary life operation determines whether to accept
facultative reinsurance business on a prospective insured by reviewing the
client company's applications and medical requirements, and assessing
financial information and any medical impairments.  Most facultative
applications involve a prospective insured with multiple impairments, such as
heart disease, high blood pressure, and diabetes, requiring a difficult
underwriting assessment.  To assist its underwriters in making this
assessment, the U.S. ordinary life operation employs two full-time and one
part-time medical directors.

      Automatic.  The U.S. ordinary life operation's management determines
whether to write automatic reinsurance business by considering many factors,
including the types of risks to be covered; the ceding company's retention
limit and binding authority, product, and pricing assumptions; and the ceding
company's underwriting standards, financial strength and distribution
systems.  For automatic business, the U.S. ordinary life operation endeavors
to ensure that the underwriting standards and procedures of its ceding
companies are compatible with those of RGA.  To this end, the U.S. ordinary
life operation conducts periodic reviews of the ceding companies'
underwriting and claims personnel and procedures.  Approximately 10 client
audits are conducted each year.

      Financial Reinsurance.  The financial reinsurance provided by the
Company is repaid by the future profit stream associated with the reinsured
block of business.  The Company structures its financial reinsurance
transactions so that the future profits of the underlying reinsured business
conservatively exceed the amount of surplus provided to the ceding company.

      AIDS.  Since 1987, the U.S. life insurance industry has implemented the
practice of antibody blood testing to detect the presence of HIV virus
associated with Acquired Immune Deficiency Syndrome (AIDS).  Prior to the
onset of routine antibody testing, it was possible for applicants with AIDS
to purchase significant amounts of life insurance.  Since 1987, the
guidelines used by the U.S. ordinary life operation have required ceding
companies to conduct HIV testing for life insurance risks at or above
$100,000.

      The Company believes that the antibody test for AIDS is effective.  No
assurance can be given, however, that additional AIDS-related death claims
involving insureds who test negative for AIDS at the time of underwriting
will not arise in the future.  The Company believes that its primary exposure
to the AIDS risk is related to business issued before the onset of AIDS
antibody testing in 1987.  Each year, this business represents a smaller
portion of RGA Reinsurance's reinsurance in force.

                                    14
 15

Risk Management

      Prior to January 1, 1996, RGA Reinsurance's practice was to retain up
to $2 million of liability on any one life for U.S. ordinary life
reinsurance.  Effective January 1, 1996, RGA Reinsurance increased this
retention limit to up to $2.5 million.  RGA Reinsurance has a number of
retrocession arrangements whereby certain business in force is retroceded on
a quota share or facultative basis.  All of the U.S. retrocessionaires under
such arrangements were rated "A" or better by A.M. Best as of December 31,
1995.  RGA Reinsurance also retrocedes business to foreign reinsurers.  In
these instances, additional security in the form of letters of credit or
trust assets have been given by such retrocessionaires as additional security
in favor of RGA Reinsurance.

      RGA Reinsurance has never experienced a default in connection with its
retrocession arrangements, nor has it experienced any difficulty in
collecting claims recoverable from its retrocessionaires; however, no
assurance can be given as to the future performance of such retrocessionaires
or as to recoverability of any such claims.

      RGA Reinsurance has catastrophe insurance coverage issued by an insurer
rated "A" by A.M. Best that provides benefits of up to $100 million per
occurrence for claims involving three or more deaths in a single accident,
with a deductible of $1.5 million per occurrence.  This coverage is
terminable annually on 90 days notice and is ultimately provided through a
pool of 20 unaffiliated insurers.  The Company believes such catastrophe
insurance coverage is adequate to protect the Company from the risks of
multiple deaths of lives reinsured by policies with RGA Reinsurance in a
single accident.  However, deferred compensation plans of two large life
insurance companies reinsured by RGA Reinsurance cover aggregate amounts
substantially in excess of these limits.

Operations

      During 1996, substantially all gross U.S. ordinary life business was
obtained directly, rather than through brokers.  The U.S. ordinary life
operation has an experienced marketing staff which works to maintain existing
relationships and to provide responsive service.

      The U.S. ordinary life operation's auditing and accounting department
is responsible for treaty compliance auditing, financial analysis of results,
generation of internal management reports, and periodic audits of
administrative practices and records.  A significant effort is focused on
periodic audits of administrative and underwriting practices, records, and
treaty compliance of reinsurance clients.

      The U.S. ordinary life operation's claims department (i) reviews and
verifies reinsurance claims, (ii) obtains the information necessary to
evaluate claims, (iii) determines the Company's liability with respect to
claims, and (iv) arranges for timely claims payments.  Claims are subjected
to a detailed review process to ensure that the risk was properly ceded, the
claim complies with the contract provisions, and the ceding company is
current in the payment of reinsurance premiums to the U.S. ordinary life
operation.  The claims department also investigates claims generally for
evidence of misrepresentation in the policy application and approval process.
In addition, the claims department monitors both specific claims and the
overall claims handling procedure of ceding companies.

      Claims personnel work closely with their counterparts at client
companies to attempt to uncover fraud, misrepresentation, suicide, and other
situations where the claim can be reduced or eliminated.  By law, the ceding
company cannot contest claims made after two years of the issuance of the
underlying insurance policy.  By developing good working relationships with
the claims departments of client companies, major claims or problem claims
can be addressed early in the investigation process.  Claims personnel review
material claims presented to RGA Reinsurance in detail to find potential
mistakes such as claims ceded to the wrong reinsurer and claims submitted for
improper amounts.

                                    15
 16

Canadian Ordinary Life Reinsurance
- ----------------------------------

      Canadian ordinary life reinsurance business represented 9.3%, 8.6%, and
9.1%, of RGA's net premiums in 1996, 1995, and 1994, respectively.  In 1996,
the Canadian ordinary life operation wrote $6.9 billion in new business.
Approximately 84% of the 1996 Canadian business was written on an automatic
basis.

      Clients include all of Canada's principal life insurers and no clients
represented more than 10% of the Company's consolidated net premium in 1996.
The Canadian ordinary life operation competes with a small number of
individual and group life reinsurers. The Canadian ordinary life operation
competes primarily on the basis of price, service, and financial strength.

      RGA Canada's policy is to retain up to C$100,000 of individual life and
up to C$100,000 of Accidental Death and Dismemberment liability on any one
life.  RGA Canada retrocedes amounts in excess of its retention mostly to RGA
Reinsurance through General American in accordance with the U.S. Retrocession
Agreement.  Retrocessions are arranged through RGA Reinsurance's retrocession
pool.  RGA Canada has never experienced a default in connection with its
retrocession arrangements, nor has it experienced any difficulty in
collecting claims recoverable from its retrocessionaires.  However, no
assurance can be given as to the future performance of such retrocessionaires
or as to the recoverability of any such claims.

      In 1987, the Canadian life insurance industry implemented the practice
of antibody blood testing to detect the presence of the HIV virus associated
with AIDS.  Prior to the onset of routine antibody testing, it was possible
for applicants with AIDS to purchase significant amounts of life insurance.
Since 1987, the accepted industry practice is to conduct HIV testing for life
insurance risks over C$100,000.  Accordingly, RGA Canada believes that its
main exposure to the AIDS risk is related to business issued before the onset
of AIDS antibody testing in 1987.  As of December 31, 1996, approximately 16%
of the Company's Canadian reinsurance in force was issued prior to 1988.

      RGA Canada maintains a staff of forty-two people at the Montreal office
and twelve people in an office in Toronto. RGA Canada employs its own
underwriting, actuarial, claims, pricing, accounting, systems, marketing and
administrative staff.

      RGA's Canadian ordinary life reinsurance business was originally
conducted by General American.  General American entered the Canadian
ordinary life reinsurance market in 1978 and was primarily engaged in the
retrocession business, writing only a small amount of business with primary
Canadian insurers.  In April 1992, General American, through RGA Canada,
purchased the life reinsurance assets and business of National Reinsurance
Company of Canada ("National Re"), including C$26.0 million of Canadian
ordinary life reinsurance gross in force premiums.  National Re had been
engaged in the life reinsurance business in Canada since 1972, writing
reinsurance on a direct basis with primary Canadian insurers.  Accordingly,
this acquisition represented a significant expansion of General American's
Canadian life reinsurance business.

Accident and Health Reinsurance
- -------------------------------

      In 1987, the Company began reinsuring accident and health risks on both
a group and individual basis.  The Company's accident and health reinsurance
business represented 8.5%, 8.4%, and 10.7% of the Company's net premiums in
1996, 1995, and 1994, respectively.

      The Company principally reinsures stop-loss medical insurance and
accident insurance providing benefits for death, disability, and
dismemberment.  Unlike ordinary life reinsurance, most accident and health
reinsurance is short-term in nature.  The majority of such insurance is
subject to renegotiation or cancellation on an annual basis.  Accordingly,
increasing health care costs generally do not have a significant adverse
effect on the profitability of accident and health reinsurance agreements.

      A large portion of the Company's accident and health reinsurance
business is accepted through participation in reinsurance pools.  The Company
generally pursues a strategy of following an underwriting

                                    16
 17

manager, which is responsible for negotiating the price and terms of
reinsurance with the ceding company.  However, in certain cases, the Company
sets the price and terms of the risks it reinsures.

      Accident and health reinsurance is written on both a facultative and
treaty basis.  Also, coverage provided can be through either a quota-share
treaty or an excess-basis treaty.  Generally, the Company retains not more
than $500,000 of risk on one person, although it occasionally writes up to $1
million of risk on one person.  The Company retains not more than $5 million
of risk per occurrence, per contract involving multiple insureds.  The
Company typically retrocedes amounts in excess of these limits to certain
underwriters of Lloyd's of London, either through Great Rivers Reinsurance
Management, which has certain binding authority from such underwriters, as
described below, or on a facultative basis.

      The Company markets its accident and health reinsurance to a broad
cross-section of primary insurers, which vary in size, corporate structure,
and geographic location, but which are generally smaller than the primary
insurers in the Company's U.S. ordinary life reinsurance business.  Most of
the Company's accident and health reinsurance business is generated by
reinsurance intermediaries who are compensated on a commission basis.  The
Company's accident and health reinsurance business competes with other
reinsurers and with reinsurance management pools.

      Since October 1992, Great Rivers Reinsurance Management has
underwritten accident and health risks on behalf of General American.  Since
January 1, 1993, accident and health reinsurance written by General American
has been retroceded to RGA Reinsurance pursuant to the U.S. Retrocession
Agreement.  Pursuant to a management agreement that can be terminated
annually by either party, Great Rivers Reinsurance Management has the
authority to bind RGA Reinsurance or General American to reinsurance risks
subject to underwriting standards have been established by RGA Reinsurance
and General American.  Great Rivers Reinsurance Management employs three
underwriters and occasionally consults with RGA Reinsurance regarding certain
cases.  Great Rivers Reinsurance Management receives a commission for each
risk it underwrites and may receive additional compensation based on the
profitability of the business underwritten.

      Great Rivers Reinsurance Management is not required to, and does not,
operate exclusively for the Company.  Currently, it also has authority from
certain underwriters at Lloyd's of London to bind such underwriters to
certain types of accident and health reinsurance risks, including certain
risks suitable for the Company, up to $5 million  per person and up to $30
million per occurrence.

Other International Reinsurance
- -------------------------------

      Beginning in 1994, the Company initiated various international
initiatives that continued to develop during 1996.  In Chile, the Company is
represented by a 50% investment in BHIF America, a Chilean insurance company,
and a 100% investment in RGA Chile, a life reinsurance company.  The Company
owns 100% of Manantial, an Argentine insurance company. In addition, RGA
Reinsurance has provided reinsurance on mortality risk reinsurance associated
with the privatization of the Argentine pension system.  The Company has a
presence in the Asia Pacific region with a licensed branch office in Hong
Kong and a representative office in Tokyo.  The Company also established
subsidiary companies in Australia in January 1996:  Australian Holdings, a
wholly-owned holding company, and RGA Australia, a wholly-owned life
reinsurance company.  In addition, RGA Reinsurance provides direct
reinsurance to several companies within the Asia Pacific region.  Other
international life reinsurance business represented 10.1%, 10.3%, and 5.0% of
the Company's consolidated net premiums in 1996, 1995, and 1994,
respectively.  No single client in the other international segment
represented more than 10% of the Company's consolidated net premium for 1996.

      For other international business, RGA Reinsurance retains up to $1.25
million for Asia Pacific business and foreign-currency denominated Latin
American business with up to $2.5 million retained for Latin American U.S.
currency-denominated business.  The Chilean subsidiaries have a policy of
ceding business in excess of approximately $22,000, while the Argentine
subsidiary cedes business in excess of $40,000.  RGA Australia has a
retrocession arrangement with RGA Reinsurance in which risks above $100,000
Australian dollars are retroceded to

                                    17
 18

RGA Reinsurance.  On an aggregate basis amongst all of its subsidiaries, the
Company does not retain more than $2.5 million on any one life.

      BHIF America and RGA Chile maintain staffing of twenty-five people at
the head offices in Santiago, Chile.  Manantial maintains a staff of
twenty-four people in Buenos Aires, Argentina.  These subsidiaries employ
their own underwriting, actuarial, claims, pricing, accounting, systems,
marketing and administrative staff.  Within Asia Pacific, five people were on
staff in the Hong Kong office, four people were on staff in the Tokyo office,
and RGA Australia maintained a staff of seven people in Sydney.  The Hong
Kong and Tokyo offices primarily provide marketing and underwriting service
to the direct life insurance companies with other service support provided
directly by RGA Reinsurance operations.

      RGA Australia directly maintains its own underwriting, actuarial,
claims, pricing, accounting, systems, marketing and administration service
with additional support provided by RGA Reinsurance operations.

      D.    Financial Information About Foreign Operations

      The Company's foreign operations are primarily in Canada, Latin
America, and the Asia Pacific region which includes Australia.  Revenue,
income (loss) which includes net realized gains (losses) before income tax
and minority interest, and identifiable assets attributable to these
geographic regions are identified in the following table:


              Financial information Relating to Foreign Operations
                           (dollars in millions)

                                           1996        1995        1994

                                                         
Revenues:
Canada                                    $ 78.5      $ 60.3      $ 50.2
Latin America                               52.0        49.1        19.6
Asia Pacific                                22.0        12.5         4.1
                                          ------      ------      ------
Total                                     $152.5      $121.9      $ 73.9
                                          ======      ======      ======

Income (loss):
Canada                                    $ 13.4      $ 10.9      $  6.8
Latin America                                2.1         3.5          .2
Asia Pacific                                (4.4)       (1.7)        (.3)
                                          ------      ------      ------
Total                                     $ 11.1      $ 12.7      $  6.7
                                          ======      ======      ======

Total Assets:
Canada                                    $321.3      $247.4      $177.2
Latin America                              128.0        80.1        34.5
Asia Pacific                                41.8        20.0         3.3
                                          ------      ------      ------
Total                                     $491.1      $347.5      $215.0
                                          ======      ======      ======


      E.    Executive Officers of the Registrant

      For information regarding the executive officers of the Company, see
Part III, Item 10, entitled "Directors and Executive Officers of the
Registrant."

                                    18
 19

Item 2.    PROPERTIES

      RGA Reinsurance houses its employees and the majority of RGA's officers
in 71,994 square feet of office space at 660 Mason Ridge Center Drive, St.
Louis County, Missouri.  These premises are leased from General American for
an initial term ending August 31, 1998, at an annual rent of $1,538,872, plus
a pro-rated share of increases in taxes and operating expenses for the
building beyond the levels of 1995.  A portion of this office space is
subleased to subsidiaries and affiliates:  Great Rivers Reinsurance
Management, Re Partners, and RGA/Swiss Financial Group.

      RGA Reinsurance conducts business from approximately 1,800 square feet
of office space located in Hong Kong and approximately 1,200 square feet of
office space located in Tokyo, Japan. The rental expenses paid by RGA
Reinsurance under the leases during 1996 were approximately $162,100 and
$42,800 for Hong Kong and Tokyo, respectively.  RGA Australia conducts
business from approximately 1,800 square feet of office space located in
Sydney, Australia and paid $41,600 during 1996 for lease expense.  The Hong
Kong and Tokyo leases expire in 1998 and the Sydney lease expires in December
1997.

      Manantial conducts business from approximately 8,400 square feet of
office space in Buenos Aires, Argentina, pursuant to several leases.  Rental
expense paid for the office was approximately $138,700 during 1996.  BHIF
America and RGA Chile conduct business from approximately 3,400 square feet
of office space in Santiago, Chile.  The lease expense paid during 1996 was
approximately $35,500.  Two of the Buenos Aires leases expire in October and
November 1997 with the remaining leases expiring in 1999.  The Santiago lease
expires in April 1997.

      RGA Canada's operations are conducted from approximately 9,800 square
feet of office space located in Montreal, Canada.  The lease with respect to
such space expires in 2010.  Rental expenses paid by RGA Canada under the
lease during 1996 were approximately $175,600.  RGA Canada also leases
approximately 5,900 square feet of space in Toronto, Canada.  This lease
expires in 1998.  The rental expenses paid by RGA Canada under the Toronto
lease during 1996 were approximately $126,500.

Item 3.     LEGAL PROCEEDINGS

      From time to time, subsidiaries of RGA are subject to
reinsurance-related litigation and arbitration in the normal course of
business. Management does not believe that any such pending litigation or
arbitration would have a material adverse effect on RGA's future operations.

Item 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      There were no matters that were submitted to a vote of security holders
during the fourth quarter of 1996.


                              Part II

Item 5.     MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
            MATTERS

      Information on this subject is incorporated by reference to the Annual
Report for 1996 under the caption "Quarterly Data (Unaudited)" at page 49.

Dividend Policy
- ---------------

      RGA began paying a dividend of $0.06 per share each quarter, starting
in August 1993.  In August 1995, the dividend was raised to $0.07 per share
and to $0.08 per share in August 1996.  It is expected that payments at this
level will continue.  However, all future payments of dividends are at the
discretion of the Company's Board of

                                    19
 20

Directors and will depend on the Company's earnings, capital requirements,
insurance regulatory conditions, operating conditions, and such other factors
as the Board of Directors may deem relevant.  The amount of dividends that the
Company can pay will depend in part on the operations of its reinsurance
subsidiaries.  The transfer of funds from the insurance subsidiaries to RGA is
subject to applicable insurance laws and regulations.

      Reinsurance companies are subject to statutory regulations which
restrict the payment of dividends.  In the case of RGA Reinsurance, Missouri
regulations impose a limit of the greater of 10% of statutory capital and
surplus or statutory operating income, both as of the end of the preceding
year.  Any dividend proposed by RGA Reinsurance in excess of these measures
would, under Missouri law, be "extraordinary" and subject to review by the
Missouri Director of Insurance.  See "Business -- Corporate Structure --
Regulation."

Item 6.     SELECTED FINANCIAL DATA

      These data are found at page 48 in the Annual Report for 1996 under the
caption "Selected Consolidated Financial and Operating Data" which section is
incorporated herein by reference.

Item 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
            AND RESULTS OF OPERATIONS

      This discussion and analysis is incorporated by reference to the Annual
Report for 1996 under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations" at pages 13 to 22.

Item 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      This information is incorporated by reference to the Annual Report for
1996 under the following captions:



                                                        Page of Annual
                   Index                                    Report
                   -----                                    ------
                                                           
      Consolidated Balance Sheets                               23
      Consolidated Statements of Income                         24
      Consolidated Statements of
        Stockholders' Equity                                    25
      Consolidated Statements of Cash Flows                     26
      Notes to Consolidated Financial Statements              27-45
      Independent Auditors' Report                              46


Item 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
            ON ACCOUNTING AND FINANCIAL DISCLOSURE

            None.


                                       Part III

Item 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      Information with respect to Directors of the Company is incorporated by
reference to the Proxy Statement under the captions "Nominees and Continuing
Directors" and "Section 16(a) Beneficial Ownership Reporting Compliance."
The Proxy Statement will be filed pursuant to Regulation 14A within 120 days
of the end of the Company's fiscal year.

                                    20
 21

      The following is certain additional information concerning each
executive officer of the Company who is not also a director.  With the
exception of Mr. McCauley and Mr. St-Amour, each individual holds the same
position at RGA and RGA Reinsurance.

      David B. Atkinson is Executive Vice President and Chief Operating
Officer.  Prior to the formation of RGA, Mr. Atkinson served as Reinsurance
Operations Vice President of General American.  Mr. Atkinson joined General
American in 1987 as Second Vice President and was promoted to Vice President
later the same year.  Prior to joining General American, he served as Vice
President and Actuary of Atlas Life Insurance Company from 1981 to 1987, as
Chief Actuarial Consultant at Cybertek Computer Products from 1979 to 1981,
and in a variety of actuarial positions with Occidental Life Insurance
Company of California from 1975 to 1979.  Mr. Atkinson also serves as a
director and officer of certain RGA subsidiaries.

      Bruce E. Counce is Executive Vice President and Chief Corporate
Operating Officer.  Prior to the formation of RGA, Mr. Counce served as
Reinsurance Sales and Marketing Vice President for General American.  After
joining General American in 1967, Mr. Counce joined the Reinsurance Division
in 1980 in a sales capacity and held a series of increasingly responsible
positions leading to his current position.  Mr. Counce also serves as a
director and officer of certain of RGA's subsidiaries.

      Jack B. Lay is Executive Vice President and Chief Financial Officer.
Prior to joining the Company in 1994, Mr. Lay served as Second Vice President
and Associate Controller at General American.  In that position, he was
responsible for all accounting and external financial reporting as well as
merger and acquisition support.  Before joining General American in 1991, Mr.
Lay was a partner in the financial services practice with the St. Louis
office of KPMG Peat Marwick LLP.  Mr. Lay also serves as a director and
officer of certain RGA subsidiaries.

      Graham S. Watson is Executive Vice President and Chief Marketing
Officer.  Upon joining RGA in 1996, Mr. Watson was President and CEO of RGA
Australia.  Prior to joining RGA in 1996, Mr. Watson was the President and
CEO of Intercedent Limited in Canada and has held various positions of
increasing responsibility for other life insurance companies.  Mr. Watson
also serves as a director and officer of certain RGA subsidiaries.

      Brendan J. Galligan is Senior Vice President, Asia Pacific Division.
Prior to joining RGA, Mr. Galligan was Senior Vice President of RGA Canada,
and its predecessor, National Re, for five years.  His insurance and
reinsurance career commenced in Canada in 1977.

      Joel S. Iskiwitch is Senior Vice President, Accident and Health
Division.  In 1995, Mr. Iskiwitch joined Great Rivers Reinsurance, a
subsidiary of RGA, as a participant in General American's Management Rotation
Program.  Prior to joining Great Rivers and RGA, Mr. Iskiwitch held the
position of Vice President of Business Markets and Advanced Underwriting for
GenMark/Individual Line at General American.  Since joining General American
in 1988, Mr. Iskiwitch has held a series of responsible positions leading to
his current position at RGA.

      Paul Nitsou is Senior Vice President, Market Development Division.
Prior to joining RGA in 1996, Mr. Nitsou was Vice President, Reinsurance for
Manulife Financial.  Mr. Nitsou joined RGA in 1996 as Vice President, Market
Development and was later promoted within his first year of employment to
Senior Vice President, Market Development Division.

      Paul A. Schuster is Senior Vice President, U.S. Division.  Prior to the
formation of RGA, Mr. Schuster served as Second Vice President and
Reinsurance Actuary of General American.  Prior to joining General American
in 1991, he served as Vice President and Assistant Director of Reinsurance
Operations of the ITT Lyndon Insurance Group from 1988 to 1991, and in a
variety of actuarial positions with General Reassurance Corporation from 1976
to 1988.

      Kenneth D. Sloan is Senior Vice President, U.S. Facultative Division.
Prior to the formation of RGA, Mr. Sloan served as Second Vice President of
Reinsurance Underwriting for General American.  Mr. Sloan joined General
American in 1968 in an underwriting capacity and held a series of
increasingly responsible positions leading to his current position.

                                    21
 22

      Todd C. Larson is Vice President & Controller.  Mr. Larson previously
was Assistant Controller at Northwestern Mutual Life Insurance Company from
1994 through 1995 and prior to this position he was a Senior Manager for KPMG
Peat Marwick LLP through 1993.

      Matthew P. McCauley is General Counsel and Secretary of the Company.
Mr. McCauley has served as Associate General Counsel of General American
since 1985 and is a director and officer of General American Capital Company
and an officer of The Walnut Street Funds, Inc., both of which are registered
investment companies affiliated with General American.  He serves as a
director or officer of a number of General American subsidiaries, including
Conning Asset Management Company, formerly known as General American
Investment Management Company, a registered investment advisor, and Walnut
Street Securities, Inc., a registered broker/dealer.

      Andre St-Amour is President and Chief Executive Officer of RGA Canada
and Chief Agent for the General American Life Insurance Company Canadian
Branch.  Prior to January 1995, he was President and Chief Operating Officer.
Mr. St-Amour joined RGA Canada in 1992 when the company acquired the
reinsurance business of National Re.  Mr. St-Amour served as Executive Vice
President, Life Division, of National Re from 1989 to 1991, and in various
actuarial positions.

Item 11.    EXECUTIVE COMPENSATION

      Information on this subject is included by reference to the Proxy
Statement under the captions "Executive Compensation" and "Nominees and
Continuing Directors."  The Proxy Statement will be filed pursuant to
Regulation 14A within 120 days of the end of the Company's fiscal year.

Item 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
            AND MANAGEMENT

      Information on this subject is incorporated by reference to the Proxy
Statement under the caption "Common Stock Ownership of Management and Certain
Beneficial Owners."  The Proxy Statement will be filed pursuant to Regulation
14A within 120 days of the end of the Company's fiscal year.

Item 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Information on this subject is incorporated by reference to the Proxy
Statement under the caption "Certain Relationships and Related Transactions."
The Proxy Statement will be filed pursuant to Regulation 14A within 120 days
of the end of the Company's fiscal year.

                                    22
 23

                                       Part IV

Item 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)   1.    Financial Statements

      The following consolidated statements are incorporated by reference to
the Annual Report for 1996 under the following captions:



Index                                                                    Page
- -----                                                                    ----
                                                                     
Consolidated Balance Sheets                                               23
Consolidated Statements of Income                                         24
Consolidated Statements of
  Stockholders' Equity                                                    25
Consolidated Statements of Cash Flows                                     26
Notes to Consolidated Financial Statements                              27-45
Independent Auditors' Report                                              46


      2.    Schedules, Reinsurance Group of America, Incorporated and
            Subsidiaries



Schedule                                                                 Page
- --------                                                                 ----
                                                                    
I           Summary of Investments                                        23

III         Supplementary Insurance Information                           24

IV          Reinsurance                                                   25

V           Valuation and Qualifying Accounts                             26


      All other schedules specified in Regulation S-X are omitted for the
reason that they are not required, are not applicable, or that equivalent
information has been included in the consolidated financial statements, and
notes thereto, incorporated by reference to the Annual Report for 1996.

      3.    Exhibits

      See the Index to Exhibits on page 30.

(b)   No reports on Form 8-K were filed during the fourth quarter of 1996.

                                    23
 24

                           Independent Auditors' Report
                           ----------------------------



The Board of Directors and Stockholders
Reinsurance Group of America, Incorporated:

Under date of February 7, 1997, we reported on the consolidated balance
sheets of Reinsurance Group of America, Incorporated and subsidiaries as of
December 31, 1996 and 1995, and the related consolidated statements of
income, stockholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 1996, as contained in the 1996 annual
report to stockholders.  These consolidated financial statements and our
report thereon are incorporated by reference in the annual report on Form
10-K for the year 1996.  In connection with our audits of the aforementioned
consolidated financial statements, we also audited the related financial
statement schedules as listed in the accompanying index.  These financial
statement schedules are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statement
schedules based on our audits.

In our opinion, such financial statement schedules, when considered in
relation to the basic consolidated financial statements taken as a whole,
present fairly, in all material respects, the information set forth therein.




                                      /s/ KPMG Peat Marwick LLP









St. Louis, Missouri
February 7, 1997


                                    24
 25


                                   REINSURANCE GROUP OF AMERICA, INCORPORATED

                                 SCHEDULE I--SUMMARY OF INVESTMENTS--OTHER THAN
                                         INVESTMENTS IN RELATED PARTIES

                                               December 31, 1996

                                                 (in millions)

                                                                                                     Amount at
                                                                                                       which
                                                                                                      shown in
                                                                                       Fair         the Balance
                 Type of Investment                                     Cost         Value     Sheets
                 ------------------                                   --------      ----------     --------------
                                                                                            
Fixed maturities:
Bonds:
  United States Government and government agencies and
     authorities                                                      $   66.2        $   66.3        $   66.3
   Foreign governments                                               195.4           231.1           231.1
   Public utilities                                                       76.7            78.0            78.0
   All other corporate bonds                                           1,131.3         1,141.9         1,141.9
                                                                      --------        --------        --------
          Total fixed maturities                                       1,469.6         1,517.3         1,517.3
                                                                      --------        --------        --------
Equity securities:
Common stocks--
     Industrial, miscellaneous and all other                               6.0             6.0             6.0
                                                                      --------        --------        --------
          Total equity securities                                          6.0             6.0             6.0
                                                                      --------        --------        --------
Mortgage loans on real estate                                             98.2            XXX             98.2
Policy loans                                                             426.4            XXX            426.4
Funds withheld at interest                                               129.9            XXX            129.9
Short-term investments                                                    93.5            XXX             93.5
Other                                                                       .7            XXX               .7
                                                                      --------                        --------
          Total investments                                           $2,224.3            XXX         $2,272.0
                                                                      ========                        ========

        Fixed maturities are classified as available for sale and carried
            at fair value.

        The following exchange rates have been used to convert foreign
            securities to U.S. dollars:

            Canadian dollar          $0.7297/C$1.00
            Argentina dollar         $1.00/A$1.00
            Chilean Peso             $ .0024/$1.00 Peso

        Fair value represents the closing sales prices of marketable
            securities. Estimated fair values for private placement securities
            are based on the credit quality and duration of marketable
            securities deemed comparable by the Company, which may be of
            another issuer.


                                    25
 26

                                      REINSURANCE GROUP OF AMERICA, INCORPORATED

                                SCHEDULE III -  -  Supplementary Insurance Information
                                                    (in Thousands)


                                                                  as of December 31,
                               --------------------------------------------------------------------------------------
                                        Deferred                    Future Policy                  Other Policy
                                   Policy Acquisition                 Benefits,                     Claims and
                                          Costs                   Losses and Claims              Benefits Payable
                               ---------------------------    -------------------------     -------------------------
                                 Assumed           Ceded        Assumed         Ceded         Assumed         Ceded
                                 -------           -----        -------         -----         -------         -----
                                                                                           
1994
U.S. Ordinary Life               $120,663         (5,452)       750,716        (40,661)        94,411        (28,759)
Canadian Ordinary Life             34,717            (60)       109,281        (22,970)         5,431         (2,448)
Accident and Health                 1,455              0          6,447              0         57,671        (22,435)
Other International                 5,836              0         10,734              0          9,254         (1,243)
                               ---------------------------  ----------------------------    --------------------------
    Total                        $162,671         (5,512)       877,178        (63,631)       166,767        (54,885)
                               ============     ==========  =============    ===========    ===========    ===========

1995
U.S. Ordinary Life               $132,300         (4,961)     1,010,142        (52,659)       114,625        (10,556)
Canadian Ordinary Life             41,614           (336)       138,707        (29,079)         9,712         (3,671)
Accident and Health                   651             (5)         7,931            (76)        60,973        (23,660)
Other International                17,551             (1)        43,829             (3)        22,363         (2,570)
                               ---------------------------  ----------------------------    --------------------------
    Total                        $192,116         (5,303)     1,200,609        (81,817)       207,673        (40,457)
                               ============     ==========  =============    ===========    ===========    ===========

1996
U.S. Ordinary Life               $160,737         (7,182)     1,578,172        (52,754)       111,257         (5,342)
Canadian Ordinary Life             52,039         (1,220)       184,800        (35,366)        11,390         (4,094)
Accident and Health                   848            (11)        10,866           (252)        60,485        (20,228)
Other International                28,354              0         88,446             (3)        23,152         (2,772)
                               ---------------------------  ----------------------------    --------------------------
    Total                        $241,978         (8,413)     1,862,284        (88,375)       206,284        (32,436)
                               ============     ==========  =============    ===========    ===========    ===========



                                                                      Years Ended December 31,
                                              -------------------------------------------------------------------------
                                                                  Net         Benefits,                       Other
                                                Premium       Investment       Claims       Amortization    Operating
                                                 Income         Income       and Losses        of DAC        Expenses
                                                 ------         ------       ----------        ------        --------
                                                                                             
1994
U.S. Ordinary Life                              $339,653         61,088       (269,581)       (24,902)       (44,603)
Canadian Ordinary Life                            41,027          9,019        (29,535)        (3,247)       (10,563)
Accident and Health                               48,463             98        (39,845)        (6,836)        (8,490)
Other International                               22,597          1,098        (19,294)          (758)        (3,768)
                                              ------------------------------------------------------------------------
    Total                                       $451,740         71,303       (358,255)       (35,743)       (67,424)
                                              ============    ===========   ============    ===========   ============

1995
U.S. Ordinary Life                              $414,132         75,518       (345,765)       (31,875)       (57,082)
Canadian Ordinary Life                            49,248         11,064        (36,683)        (2,176)       (10,576)
Accident and Health                               47,789            730        (33,640)        (6,827)        (9,083)
Other International                               58,821          2,805        (47,779)          (454)       (11,573)
                                              ------------------------------------------------------------------------
    Total                                       $569,990         90,117       (463,867)       (41,332)       (88,314)
                                              ============    ===========   ============    ===========   ============

1996
U.S. Ordinary Life                              $486,717        116,952       (414,643)       (33,921)       (89,996)
Canadian Ordinary Life                            63,118         12,722        (49,270)        (1,603)       (14,240)
Accident and Health                               57,182          1,019        (42,250)       (15,888)        (4,851)
Other International                               67,868          6,135        (54,282)          (575)       (21,449)
                                              ------------------------------------------------------------------------
    Total                                       $674,885        136,828       (560,445)       (51,987)      (130,536)
                                              ============    ===========   ============    ===========   ============




                                    26
 27
                              REINSURANCE GROUP OF AMERICA, INCORPORATED

                                    SCHEDULE IV -  -  Reinsurance
                                            (in Millions)



                                                                                              Percentage
                                                         Ceded to     Assumed                 of Amount
                                                 Gross     Other    from Other      Net       Assumed to
                                                Amount   Companies   Companies    Amount         Net
                                                ------   ---------   ---------    ------         ---
                                                                               
   1994
Life insurance in force                           $98     $20,748    $142,374    $121,724      116.97%
Premiums
   U.S. Ordinary Life                            $1.9       $84.4      $422.1      $339.6      124.29%
   Canadian Ordinary Life                           -        14.7        55.7        41.0      135.85%
   Accident and Health                              -        83.5       132.0        48.5      272.16%
   Other International Operations                10.2         1.8        14.2        22.6       62.83%
                                              --------------------------------------------------------
     Total                                      $12.1      $184.4      $624.0      $451.7      138.14%
                                              =========  ==========  ==========  ==========  =========

   1995
Life insurance in force                           $85     $25,275    $153,860    $128,670      119.58%
Premiums
   U.S. Ordinary Life                            $2.6      $100.7      $512.3      $414.2      123.68%
   Canadian Ordinary Life                           -        15.8        65.0        49.2      132.11%
   Accident and Health                              -        60.0       107.8        47.8      225.52%
   Other International Operations                33.8         1.8        26.8        58.8       45.58%
                                              --------------------------------------------------------
     Total                                      $36.4      $178.3      $711.9      $570.0      124.89%
                                              =========  ==========  ==========  ==========  =========

   1996
Life insurance in force                           $85     $39,050    $168,339    $129,374      130.12%
Premiums
   U.S. Ordinary Life                            $2.5      $134.2      $618.4      $486.7      127.06%
   Canadian Ordinary Life                           -        18.4        81.5        63.1      129.16%
   Accident and Health                              -        55.0       112.2        57.2      196.15%
   Other International Operations                41.7         2.0        28.2        67.9       41.53%
                                              --------------------------------------------------------
     Total                                      $44.2      $209.6      $840.3      $674.9      124.51%
                                              =========  ==========  ==========  ==========  =========



                                    27
 28


                                   REINSURANCE GROUP OF AMERICA, INCORPORATED

                                 SCHEDULE V - VALUATION AND QUALIFYING ACCOUNTS

                                               DECEMBER 31, 1996
                                                 (in millions)


                                                                Additions
                                                       ------------------------------
                                         Balance at    Charged to      Charged to                      Balance at
                                          Beginning     Costs and    Other Accounts -    Deductions -      End
Description                               of Period     Expenses        Describe          Describe      of Period
- -----------------------------------      ----------    ----------    ----------------    ------------  ----------
                                                                                        
Mortgage loan valuation allowance        $    -        $      0.3    $      -            $    -        $      0.3
                                         ----------    ----------    ----------------    ------------  ----------

   Total                                 $    -        $      0.3    $      -            $    -        $      0.3
                                         ==========    ==========    ================    ============  ==========



                                    28
 29
                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) 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.

By:    /s/ A. Greig Woodring     March 24, 1997
    -------------------------------------------
       A. Greig Woodring
       President

Date: March 24, 1997

      Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the
registrant and in the capacities indicated on March 24, 1997.




               Signatures                                                   Title
               ----------                                                   -----
                                                            
/s/ Richard A. Liddy               March 24, 1997             Chairman of the Board and
- ------------------------------------------------------             Director
Richard A. Liddy

/s/ A. Greig Woodring              March 24, 1997             President and Director
- ------------------------------------------------------
A. Greig Woodring

/s/ J. Cliff Eason                 March 24, 1997             Director
- ------------------------------------------------------
J. Cliff Eason

/s/ Bernard A. Edison              March 24, 1997             Director
- ------------------------------------------------------
Bernard A. Edison

/s/ Dennis F. Hardcastle           March 24, 1997             Director
- ------------------------------------------------------
Dennis F. Hardcastle

/s/ William A. Peck, M.D.          March 24, 1997             Director
- ------------------------------------------------------
William A. Peck, M.D.

/s/ Leonard M. Rubenstein          March 24, 1997             Director
- ------------------------------------------------------
Leonard M. Rubenstein

/s/ William P. Stiritz             March 24, 1997             Director
- ------------------------------------------------------
William P. Stiritz

/s/ Edwin Trusheim                 March 24, 1997             Director
- ------------------------------------------------------
H. Edwin Trusheim

/s/ Jack B. Lay                    March 24, 1997             Executive Vice President
- ------------------------------------------------------            (Principal Financial and Accounting
Jack B. Lay                                                        Officer)



Original power of attorney authorizing Jack B. Lay to sign the Form 10-K
for the year ended December 31, 1996, filed by Reinsurance Group of America,
Incorporated with the Securities and Exchange Commission are filed  herewith
as Exhibits.


                                    29
 30


                              Index to Exhibits

                                                                     Source
 Exhibit                                                          (See footnotes
 Number                     Description                            that follow)
 ------                     -----------                           --------------
                                                            
    2.1     Reinsurance Agreement dated as of December 31, 1992       
            between General American Life Insurance Company
            ("General American") and General American Life
            Reinsurance Company of Canada ("RGA Canada")

    2.2     Retrocession Agreement dated as of                        
            July 1, 1990 between General American and
            The National Reinsurance Company of Canada,
            as amended between RGA Canada and General American
            on December 31, 1992

    2.3     Reinsurance Agreement dated as of                         
            January 1, 1993 between RGA Reinsurance
            Company ("RGA Reinsurance", formerly "Saint Louis
            Reinsurance Company") and General American

    3.1     Restated Articles of Incorporation of Reinsurance         
            Group of America, Incorporated ("RGA")

    3.2     Bylaws of RGA                                             

    3.3     Form of Certificate of Designations for Series A          
            Junior Participating Preferred Stock (included as
            Exhibit A to Exhibit 4.2)

    4.1     Form of Specimen Certificate for Common Stock of RGA      

    4.2     Form of Rights Agreement between RGA and Boatmen's        
            Trust Company, as Rights Agent

  10.1      Marketing Agreement dated as of January 1, 1993           
            between RGA Reinsurance and General American

  10.2      Tax Allocation Agreement dated October 30, 1992           
            between RGA Reinsurance and General American

  10.3      Tax Allocation Agreement dated as of January 15, 1993     
            among RGA, RGA Reinsurance, and General American

  10.4      Tax Sharing Agreement dated as of January 15, 1993        
            among RGA, RGA Reinsurance, and General American

  10.5      Administrative Services Agreement dated as of             
            January 1, 1993 between RGA and General American

  10.6      Administrative Services Agreement dated as of             
            January 1, 1993 between RGA Reinsurance
            and General American


                                    30
 31

                                                                     Source
 Exhibit                                                          (See footnotes
 Number                     Description                            that follow)
 ------                     -----------                           --------------

  10.7      Management Agreement dated as of January 1, 1993          
            between RGA Canada and General American

  10.8      Investment Advisory Agreement dated as of                 
            January 1, 1993 between RGA and Conning Asset
            Management Company, formerly General American
            Investment Management Company ("CAM")

  10.9      Investment Advisory Agreement dated as of                 
            January 1, 1993 between RGA Reinsurance
            and CAM

  10.10     Lease Agreement dated as of May 17, 1993 between          
            RGA and General American and Assignment to RGA
            Reinsurance

  10.11     Standard Form of General American Automatic               
            Agreement

  10.12     Standard Form of General American Facultative             
            Agreement

  10.13     Standard Form of General American Automatic and           
            Facultative YRT Agreement

  10.14     Shareholders' Agreement dated as of November 24, 1992     
            among General American, Fairfield Holding,
            Adrian N. Baker II, Richard H. Chomeau, and
            Anthony J. Sutcliffe, as amended with RGA and
            RGA Reinsurance

  10.15     Shareholders' Agreement dated as of March 20, 1992        
            among General American, G.A. Canadian Holdings, Ltd.,
            Penta-Life Group Inc., Claude M. Genest, Brendan
            Galligan, Graham Watson, Societe FSA 50 Inc., Aenigma
            Holdings Limited, Andre St-Amour, and Andre Primeau,
            as amended with RGA

  10.16     Registration Rights Agreement dated as of                 
            April 15, 1993 between RGA and General American

  10.17     RGA Reinsurance Management Incentive Plan                   --

  10.18     RGA  Reinsurance Management Deferred                      
            Compensation Plan (ended January 1, 1995)

  10.19     RGA Reinsurance Executive Deferred                        
            Compensation Plan (ended January 1, 1995)



                                    31
 32

                                                                     Source
 Exhibit                                                          (See footnotes
 Number                     Description                            that follow)
 ------                     -----------                           --------------

  10.20     RGA Reinsurance Executive Supplemental                    
            Retirement Plan (ended January 1, 1995)

  10.21     RGA Reinsurance Augmented Benefit Plan                    
            (ended January 1, 1995)

  10.22     RGA Flexible Stock Plan                                     --

  10.23     Form of Directors' Indemnification Agreement              

  10.24     RGA Executive Performance Share Plan                        --

  13.1      Portions of Annual Report to Shareholders for
            1996 incorporated by reference in the
            Form 10-K                                                   --

  21.1      Subsidiaries of RGA                                         --

  23.1      Consent of KPMG Peat Marwick LLP                            --

  24.1      Powers of Attorney for Messrs. Eason, Edison, Peck          --
            Hardcastle, Liddy, Rubenstein, Stiritz, and Trusheim

  27.1      Financial Data Schedule                                     --



        Documents incorporated by reference to Registration
            Statement on Form S-1 (No. 33-58960) filed on 2 March
            1993 at the corresponding exhibit.

        Documents incorporated by reference to Amendment
            No. 1 to Registration Statement on Form S-1
            (No. 33-58960), filed on 14 April 1993 at the
            corresponding exhibit.

        Documents incorporated by reference to Amendment
            No. 2 to Registration Statement on Form S-1
            (No. 33-58960), filed on 29 April 1993 at the
            corresponding exhibit.

        Documents incorporated by reference to Form 10-K
            for fiscal year ended December 31, 1993 filed
            March 29, 1994 at the corresponding exhibit.

        Represents a management contract or compensatory
            plan or arrangement required to be filed as an exhibit
            to this form pursuant to Item 14(C) of this Part IV.


                                    32

Exhibit 10.17

REINSURANCE GROUP OF AMERICA, INCORPORATED

MANAGEMENT INCENTIVE PLAN

AS AMENDED AND RESTATED EFFECTIVE NOVEMBER 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.

33
2

Exhibit 10.17

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 each award
----------
made under 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 "Non-
Employee Director" as defined in Rule 16b-3 promulgated by the
Securities and Exchange Commission and an "outside director"
as defined in Section 162(m)(4)(C)(i) of the Internal Revenue
Code of 1986, as amended.

34
3

Exhibit 10.17

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.

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.

35
4

Exhibit 10.17

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.

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

36
5
Exhibit 10.17

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 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:

37
6

Exhibit 10.17

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

LEVEL ACTION

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

Hired or promoted into participating position Award will be a percentage of salary
earned while in the participating position.
---------------------------------------------------------------------------------------------------------

Change in duties where salary level Pro rata revision in opportunity level
changed by at least 15% (up or down, or revised mix).
---------------------------------------------------------------------------------------------------------

Demotion to a position no longer designated Percentage of salary earned while in
for participation participating position will be possible,
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.

 1
                                                         Exhibit 10.22



              REINSURANCE GROUP OF AMERICA, INCORPORATED

                         FLEXIBLE STOCK PLAN

          AS AMENDED AND RESTATED EFFECTIVE NOVEMBER 1, 1996
              REINSURANCE GROUP OF AMERICA, INCORPORATED
                         FLEXIBLE STOCK PLAN




                                    39
 2



                                                         Exhibit 10.22


              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.

                                    40
 3

                                                         Exhibit 10.22

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

       (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.

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

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

                                    41
 4

                                                         Exhibit 10.22

      (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 canceled 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 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.

                                    42
 5

                                                         Exhibit 10.22

                              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 each of whom is a "Non-
               Employee Director" as defined in Rule 16b-3 and who is
               an "outside director" 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;

       (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 I individuals who are subject to
               Section 16 of the Exchange Act or as otherwise
               required for 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

                                    43
 6
                                                         Exhibit 10.22

               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 Code Section 162(m);
               or

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

                             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 canceled, 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.

                                    44
 7

                                                         Exhibit 10.22

                              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.

                              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.  Except as otherwise expressly
               ----------------
               provided in an Agreement, 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.

                                    45
 8

                                                         Exhibit 10.22

                              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;

       (c)     in other property, rights and credits, including the
               Participant's promissory note if permitted under
               applicable law; 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.

                                    46
 9

                                                         Exhibit 10.22

        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 on Shares Covered by Options.  The
               ---------------------------------------
               maximum number of Shares with respect to which such
               Options may be granted to any Participant in any 1
               year period shall not exceed 200,000 shares.  For
               purposes of the preceding sentence, the Shares covered
               by an Option that is canceled shall count against 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 purposes of
               the preceding sentence, any SARs that are canceled
               shall count against 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

                                    47
 10
                                                         Exhibit 10.22

               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.

                             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   Limitation on Amount.  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.

                                    48
 11

                                                         Exhibit 10.22

                             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.

                                    49

 1
                                                         Exhibit 10.24

                     REINSURANCE GROUP OF AMERICA
                   EXECUTIVE PERFORMANCE SHARE PLAN
          AS AMENDED AND RESTATED EFFECTIVE NOVEMBER 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 "NON-EMPLOYEE
      ----------------------------------------------------
DIRECTOR" AS DEFINED IN RULE 16b-3 PROMULGATED UNDER THE SECURITIES
- -------------------------------------------------------------------
EXCHANGE ACT OF 1934, AS AMENDED, BY THE SECURITIES AND EXCHANGE
- ----------------------------------------------------------------
COMMISSION 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.
      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.

                                    50
 2
                                                         Exhibit 10.24

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
canceled, 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 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

                                    51
 3
                                                         Exhibit 10.24

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, or shares purchased on the market for that purpose or any
combination thereof.  Payment shall be made in 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.

                                    52
 4
                                                         Exhibit 10.24

      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 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

                                    53
 5
                                                         Exhibit 10.24

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 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

                                    54
 6
                                                         Exhibit 10.24

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 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.
      "PARTICIPANT" means any officer or employee designated as a
Participant pursuant to Section 3.

                                    55
 7
                                                         Exhibit 10.24

      "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 canceled 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 canceled
Performance Shares in respect of such canceled 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 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.

                                    56
 8
                                                         Exhibit 10.24

15.  Effective Date of the Plan
     --------------------------
      The Plan shall be effective as of January 26, 1994.




                        REINSURANCE GROUP OF AMERICA, INCORPORATED

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


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


                                    57

 1
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

GENERAL    In 1993, Reinsurance Group of America, Incorporated (RGA)
completed an initial public offering of 6,641,250 shares of common stock at
$26.00 per share. After completion of the stock offering on May 4, 1993,
General American Life Insurance Company (General American) owned
approximately 62% of the common stock issued by RGA.

During 1993, General American contributed its investment in RGA Reinsurance
Company (RGA Reinsurance, formerly Saint Louis Reinsurance Company) and G.A.
Canadian Holdings, Ltd. (Canadian Holdings) to RGA. Additionally, General
American entered into an indemnity reinsurance agreement to retrocede
virtually all of its net reinsurance business to RGA Reinsurance effective
January 1, 1993. Subsequently, most of the existing reinsurance agreements
between General American and various ceding companies were transferred to RGA
Reinsurance, replacing General American as the direct party to the treaties.

The net proceeds to RGA from the sale of shares in the initial public
offering were approximately $160.4 million. These proceeds have been utilized
to finance expansion, both domestically and internationally. During 1993, RGA
contributed $95.0 million to its domestic life insurance subsidiary, RGA
Reinsurance, to strengthen its capital base, finance expansion of its
business, and for other general corporate purposes. The remaining proceeds
have been invested in subsidiaries in Argentina, Australia, Barbados,
Bermuda, Canada, Chile and the United Kingdom.

On March 19, 1996, RGA issued 7 1/4% Senior Notes with a face value of
$100,000,000 in accordance with Rule 144A of the Securities Act of 1933. The
net proceeds from the offering of approximately $98,943,000, will be utilized
to finance the continuing development of RGA's operations.

RESULTS OF OPERATIONS     RGA and its subsidiaries (the Company) derive
revenues primarily from renewal premiums from existing reinsurance treaties,
new business premiums from existing or new reinsurance treaties, and income
earned on invested assets, as well as direct insurance premiums from its
Latin American subsidiaries.

The Company's primary business is ordinary life reinsurance, which involves
reinsuring life insurance policies that are often in force for the lifetime
of the underlying individual insureds, with premiums earned typically over a
period of 10 to 30 years. Each year, however, a portion of the business under
existing treaties terminates due to, among other things, voluntary surrenders
of underlying life insurance policies, lapses of underlying policies, deaths
of underlying insureds, and the exercise of recapture options.

TABLE OF CONTENTS    Management's Discussion and Analysis of Financial
Condition and Results of Operations 13   Consolidated Balance Sheets 23
Consolidated Statements of Income 24   Consolidated Statements of
Stockholders' Equity 25   Consolidated Statements of Cash Flows 26   Notes to
Consolidated Financial Statements 27   Independent Auditors' Report 46
Report of Management Responsibility for Financial Statements 47   Selected
Consolidated Financial and Operating Data 48   Quarterly Data (Unaudited) 49
Management and Shareholders' Information 50

     M A N A G E M E N T ' S  13  D I S C U S S I O N  a n d  A N A L Y S I S


 2

Most of the Company's existing U.S. ordinary life treaties provide for
contractual increases in premium rates. These premium increases are
constructed to offset expected increases in claims associated with insureds'
advancing ages. Significant new business during the last three years has
increased total net premiums by more than $100.0 million each year. "New
business" refers to reinsurance resulting from newly issued underlying
policies or blocks of existing business, regardless of whether the
reinsurance is associated with new or existing treaties.

Insurance in force for the Company increased $14.4 billion to $168.3 billion
at December 31, 1996, from $153.9 billion at December 31, 1995. New business
production for 1996 totaled $37.9 billion compared to $36.0 billion in 1995
and $43.2 billion in 1994.

As is customary in the reinsurance business, life insurance clients
continually update, refine, and revise reinsurance information provided to
the Company. Such revised information is used by the Company in the
preparation of its financial statements and the financial effects resulting
from the incorporation of revised data are reflected in income currently.

The Company's profitability primarily depends on the volume and amount of
death claims incurred. While death claims are reasonably predictable over a
period of many years, claims become less predictable over shorter periods and
are subject to fluctuation from quarter to quarter and year to year. A
retrocession agreement executed in 1993 served to reduce the impact of
fluctuations in death claims from quarter to quarter and year to year. This
agreement was revised in 1995 to provide a higher level stop loss protection
and covered only claims experience significantly higher than normally
expected. Since the size of the block of business in force and the related
cost of such additional retrocession rendered such high level retrocession
protection uneconomical, the coverage was not renewed in 1997.

The Company has foreign currency risk on business conducted in foreign
currency to the extent that the exchange rate of the foreign currency is
subject to adverse change over time. The Company's Canadian operations
transact business in Canadian dollars. The exchange rate from Canadian to
U.S. currency was 0.7297, 0.7344, and 0.7129 at December 31, 1996, 1995, and
1994, respectively. The Company also conducts business in Chilean pesos,
Argentine dollars, and various other currencies. The exchange rate from these
currencies to U.S. currency has remained relatively stable during 1996, 1995,
and 1994. The business generated from the Asia Pacific region is primarily
denominated in U.S. dollars.

Year Ended December 31, 1996 compared to Year Ended December 31, 1995
Income Before Income Taxes and Minority Interest. Income before income taxes
and minority interest increased 16.7% in 1996. After tax earnings per share
were $3.24 for 1996 compared with $2.80 for 1995. After tax net income before
realized capital gains and losses increased 15.6%, to $54.6 million, in 1996.

Income before income taxes and minority interest for the U.S. ordinary life
segment increased to $80.0 million in 1996 compared to $62.6 million in 1995
due primarily to strong premium growth of 17.5% in 1996. Income before income
taxes and minority interest for the Canadian ordinary life segment increased
23.5% to $13.4 million in 1996, primarily as a result of strong new business
production and gains on investments. The accident and health segment lost
$4.1 million before income taxes and minority interest in 1996 and $0.7
million in 1995. The loss in 1996 was the result of several large claims
incurred and strengthening reserves associated with several closed blocks of
business. The other international segment lost $2.2 million before income
taxes and minority interest in 1996. This represented approximately $2.1
million income from Latin American operations, offset by a loss of $4.3
million from Asia Pacific operations. The loss in the Asia Pacific operations
was attributable to the cost associated with the development of a new
operation, which more than offset the increasing premium levels during 1996.

     M A N A G E M E N T ' S  14  D I S C U S S I O N  a n d  A N A L Y S I S


 3

Net Premiums. Net premiums increased 18.4%, to $674.9 million in 1996. Net
premiums for the U.S. ordinary life segment rose 17.5% to $486.7 million in
1996. Renewal premiums from the existing block of business, new business
premiums from facultative and automatic treaties, and premium flows from
larger, merger-oriented blocks of business all contributed to the premium
increase. Business premium levels are significantly influenced by large
transactions and reporting practices of ceding companies from period to
period.

Net premiums in the Canadian ordinary life segment increased 28.2% to $63.1
million in 1996. New business premiums increased $6.0 million, while renewal
premiums increased $7.8 million during 1996. The effect of changes in the
foreign exchange rate during 1996 was not material.

Accident and health segment net premiums increased 19.7% to $57.2 million in
1996. The net premiums reported from business in the United Kingdom has more
than offset premium losses incurred from cancellation of existing U.S.
treaties during 1996.

The Company's other international business reported premiums of $67.9 million
in 1996 compared to $58.8 million in 1995. The 1996 premium represented
approximately $46.8 million from Latin America, of which approximately $41.7
million was direct premium generated by business ventures in Argentina and
Chile. The remaining $21.1 million of premiums was reported from the Asia
Pacific operations, predominantly through the Hong Kong contact office.

Net Investment Income. Net investment income increased 51.8% in 1996. The
cost basis of invested assets increased $650.0 million, or 79.3%. The
increase in invested assets was a result of an increase in operating cash
flows, net proceeds of $99.0 million from the 7 1/4% Senior Notes issued by
the Company during 1996, and reinsurance transactions involving stable value
product deposits from ceding companies of $429.3 million and $112.5 million
during 1996 and the second half on 1995, respectively. The average yield
earned was 7.32% in 1996 compared with 7.63% earned in 1995. The decrease in
overall yield was partially a result of assets supporting the stable value
product that are of a shorter duration and carry a lower average yield. The
stable value product asset portfolio generated $24.1 million of investment
income in 1996, which was largely offset by earnings credited and paid to
ceding companies included in claims and other policy benefits.

Realized Capital Gains. Net realized investment gains increased to $0.9
million in 1996. This was primarily the result of repositioning the Company's
Canadian operating portfolio to achieve a better duration match for the
assets and liabilities.

Other Revenue. Other revenue increased $9.4 million in 1996 to $17.4 million.
Other revenue includes items such as profit and risk fees associated with
financial reinsurance as well as earnings in unconsolidated investees,
management fee income, and miscellaneous income associated with late premium
payments. During 1996, certain financial reinsurance treaties resulted in
$14.7 million in financial reinsurance fees which were partially offset by
fees paid to retrocessionaires of $12.8 million, included in other insurance
expenses. Other revenue also included $2.2 million in earnings in
unconsolidated subsidiaries. The Company's strategy involves the assumption
and subsequent retrocession of these financial reinsurance treaties which
resulted in $148.7 million and $137.0 million being included in other
reinsurance assets and liabilities, respectively on the Company's
consolidated balance sheet as of December 31, 1996.

Claims and Other Policy Benefits. Claims and other policy benefits increased
20.8%, to $560.4 million in 1996. Claims and other policy benefits as a
percentage of net premiums increased to 83.0% in 1996 from 81.4% in 1995.
This increase was primarily a result of changes in the mix of business,
increasing levels of other international business and significant blocks of
new business in the U.S. and Canadian ordinary life segments assumed during
1996. Net of the effects of reporting financial


                                    15
 4

reinsurance and stable value business, the comparable percentages were 80.0%
and 79.9% in 1996 and 1995, respectively. Also, overall mortality was
generally less favorable in 1996 compared to 1995. The Company expects
mortality to fluctuate somewhat from period to period, but believes it is
fairly constant over longer periods of time. The Company continues to monitor
mortality trends to determine the appropriateness of reserve levels.

U.S. ordinary life segment claims and other policy benefits increased 19.9%
in 1996. Claims and other policy benefits as a percentage of net premiums
increased to 85.2% in 1996 from 83.5% in 1995. This increase was primarily
attributed to interest paid to ceding companies for the stable value product,
which totalled $20.2 million in 1996 and $0.8 million in 1995.

Canadian ordinary life segment claims and other policy benefits increased
34.3% in 1996. Claims and other policy benefits as a percentage of net
premiums increased to 78.1% in 1996 from 74.5% in 1995. The increase was
primarily due to mortality results which were not as favorable as those
experienced in 1995.

Accident and health segment claims and other policy benefits increased 25.6%
in 1996. As a percentage of net premiums, claims and other policy benefits
increased to 73.9% in 1996, from 70.4% in 1995. The increase was primarily
due to overall strengthening of claim liabilities on several closed blocks of
business. The accident and health segment reserves are subject to volatility
due to the nature of risk covered, primarily accident risks, and reporting
lags which are normal for the industry. Reserves are calculated based upon
current information, including industry estimates for certain aviation
accidents.

The Company's other international business comprised the remaining increase
of $6.5 million. The increase was the result of reserve and policyholder
benefit increases on business from Latin American ventures and blocks of
mortality risk reinsurance of $4.0 million. These reserve increases resulted
from new business and the change in product mix in the Latin American
division to more single premium immediate annuity business in 1996. The Asia
Pacific operations reflected an increase of $2.5 million. This increase is
the result of new business written, partially offset by any refinements in
reserve calculations.

Policy Acquisition Costs and Other Insurance Expenses. Policy acquisition
costs and other insurance expenses, consisting primarily of allowances,
increased 39.2%, to $136.5 million in 1996. As a percentage of net premiums,
policy acquisition costs and other insurance expenses increased to 20.2% in
1996 from 17.2% in 1995, resulting from growth in financial reinsurance
transactions, partially offset by a change in business mix from coinsurance
to yearly renewable term (YRT). Overall, policy acquisition costs and other
insurance expenses continue to fluctuate with business volume and changes in
product mix from period to period.

Policy acquisition costs and other insurance expenses as a percentage of net
premiums for the U.S. ordinary life segment increased to 19.8% in 1996, from
17.3% in 1995. The increase as a percent of premium was due primarily to
significant financial reinsurance treaties on which fees of approximately
$12.8 million were paid to retrocessionaires. This amount represents an
offset to the fees reflected as other revenues.

In the Canadian ordinary life segment, policy acquisition costs and other
insurance expenses as a percentage of net premiums decreased to 16.1% in
1996, from 16.4% in 1995. The decrease was a result of several factors,
including the mix of business written during the past several years which
continued to transition to a YRT basis from a coinsurance basis. Business
written on a YRT basis has significantly lower commissions than business
written on a coinsurance basis.

Accident and health segment policy acquisition costs and other insurance
expenses as a percentage of net premiums increased to 32.2% in 1996, from
28.5% in 1995. The increase was a result of a continued transition in the mix
of business during 1996. During 1996, a larger percentage of business
continued to be written on a quota share basis resulting in higher
commissions.

     M A N A G E M E N T ' S  16  D I S C U S S I O N  a n d  A N A L Y S I S


 5

Other international operations policy acquisition costs and other insurance
expenses as a percentage of net premiums increased to 16.7% in 1996, from
8.1% in 1995. The other international operations consist of three major
components: business from joint ventures and subsidiaries in Argentina and
Chile, blocks of mortality risk reinsurance assumed from Argentina, and
business assumed through the Company's contact office in Hong Kong. These
percentages fluctuate due to the timing of client company reporting and the
continuing refinement of deferred acquisition cost and policy benefit reserve
calculations.

Other Operating Expenses. Other operating expenses increased 26.2% to $39.8
million in 1996. U.S. ordinary life segment operating expenses increased
24.6% in 1996. This increase was attributed to planned increases in operating
expenses associated with the ongoing growth of the Company. Other
international business operating expenses increased $2.9 million to $10.2
million in 1996. Of these expense increases, $1.1 million related to the
Latin American operations and the remaining $1.8 million related to Asia
Pacific operations.

Interest Expense. Interest expense during 1996 related to the issuance of
$100.0 million (principal amount) of 7 1/4% Senior Notes by Reinsurance Group
of America, Incorporated on March 19, 1996, and the financing of a portion of
the Company's Australian reinsurance operations, RGA Australian Holdings PTY,
Limited (Australian Holdings). Interest cost for 1996 was $6.2 million with
$5.7 million related to the Senior Notes.

Provisions for Income Tax. Income tax expense increased 16.7% in 1996 as a
result of higher pre-tax income. The Company's effective tax rate was 36.4%
for 1996 and 1995.

Year Ended December 31, 1995 compared to Year Ended December 31, 1994
Income Before Income Taxes and Minority Interest. Income before income taxes
and minority interest increased 15.9% in 1995. After tax earnings per share
were $2.80 for 1995 compared with $2.36 for 1994. After tax net income before
realized capital gains and losses increased 18.5%, to $47.3 million in 1995.

Income before income taxes and minority interest for the U.S. ordinary life
segment remained relatively stable at $62.6 million in 1995 compared to $63.1
million in 1994. The reason for the relatively small decrease from 1994 to
1995 was the exceptionally strong earnings in 1994, which increased 40.1%
over those in 1993. Income before income taxes and minority interest for the
Canadian ordinary life segment increased 60.3%, to $10.9 million in 1995,
primarily as a result of favorable mortality and strong production. The
accident and health segment lost $0.7 million before income taxes and
minority interest in 1995 and $5.4 million in 1994. The loss in 1995 was
primarily a result of poor experience associated with several closed blocks
of business. Income before income taxes and minority interest for the other
international segment was $1.8 million in 1995. This represented
approximately $3.5 million from Latin American operations, offset by a loss
of $1.7 million from Asia Pacific operations. The loss in the Asia Pacific
operations was attributable to start-up costs in establishing RGA within the
region.

Net Premiums. Net premiums increased 26.2%, to $570.0 million in 1995. Net
premiums for the U.S. ordinary life segment rose 21.9% in 1995. Renewal
premiums from the existing block of business, new business premiums from
facultative and automatic treaties, and premium flows from larger,
merger-oriented blocks of business all contributed to the premium increase.
Business premium levels are significantly influenced by large transactions
and reporting practices of ceding companies from period to period.


                                    17
 6

Net premiums for the Canadian ordinary life segment increased 20.2% in 1995.
New business premiums increased $1.6 million, while renewal premiums
increased $6.6 million during 1995. The effect of changes in the foreign
exchange rate during 1995 was approximately $0.1 million.

Net premiums for the accident and health segment decreased 1.4% in 1995. The
premium levels have remained stable from year to year as the business
production offset premium losses incurred from cancellation of certain
existing treaties that occurred during 1994.

The Company's other international business reported premiums of $58.8 million
in 1995 compared to $22.6 million in 1994. The 1995 premium represented
approximately $46.1 million from Latin America, of which approximately $33.8
million was generated by joint ventures in Argentina and Chile. The remaining
$12.7 million of premiums was reported from the Asia Pacific operations.

Net Investment Income. Net investment income increased 26.4% in 1995. This
increase was due primarily to a $298.3 million increase in invested assets,
excluding market value adjustments. This increase in invested assets was a
result of operating cash flows as well as reinsurance transactions during
1995 involving cash deposits of $112.5 million from ceding companies, which
combined to provide a significant increase in investment income.

Realized Capital Gains. Net realized capital gains decreased $0.8 million
compared to 1994. Realized capital gains and losses offset each other during
1995 resulting primarily from continued efforts to enhance returns and
maintain high credit quality in the U.S. portfolio and repositioning the
Canadian portfolio to retain appropriate duration matching on assets and
liabilities.

Other Revenue. Other revenue increased $6.1 million to $8.0 million in 1995.
Other revenue includes items such as profit and risk fees associated with
financial reinsurance as well as management fee income and miscellaneous
income associated with late premium payments. During 1995, certain financial
reinsurance treaties resulted in an additional $5.4 million in financial
reinsurance fees and an additional $1.0 million in management fee income,
which was partially offset by fees paid to retrocessionaires of $5.0 million
included in other insurance expenses. The Company's strategy involved the
assumption and subsequent retrocession of these financial reinsurance
treaties, which resulted in $93.0 million and $85.5 million being included in
other reinsurance balances assets and liabilities, respectively on the
Company's consolidated balance sheet as of December 31, 1995. The increase in
other revenue from financial reinsurance transactions was partially offset by
a reduction in management fee income on accident and health business.

Claims and Other Policy Benefits. Claims and other policy benefits increased
29.5%, to $463.9 million in 1995. Claims and other policy benefits as a
percentage of net premiums increased to 81.4% in 1995, from 79.3% in 1994.
This increase was primarily a result of changes in the mix of business,
increasing levels of other international business and significant blocks of
new business in the U.S. and Canadian ordinary life segments assumed during
1995.

U.S. ordinary life segment claims and other policy benefits increased 28.3%
in 1995. Claims and other policy benefits as a percentage of net premiums
increased to 83.5% in 1995, from 79.4% in 1994. This increase was primarily
due to reserve levels on several large blocks of business and changes in the
product mix associated with blocks of new business assumed during 1995.

Canadian ordinary life segment claims and other policy benefits increased
24.4% in 1995. Claims and other policy benefits as a percentage of net
premiums increased to 74.5% in 1995, from 72.0% in 1994. The increase was
primarily due to increased business volume in 1995 as mortality remained
favorable, but not to the degree exhibited during 1994.

     M A N A G E M E N T ' S  18  D I S C U S S I O N  a n d  A N A L Y S I S


 7

Accident and health segment claims and other policy benefits decreased 15.8%
in 1995. As a percentage of net premiums, claims and other policy benefits
decreased to 70.4% in 1995 from 82.2% in 1994. The decrease was primarily due
to an increase in reserves of approximately $7.4 million during 1994 related
to possible claims on catastrophe coverage business based on initial loss
estimates concerning recent aviation accidents. The accident and health
segment reserves are subject to volatility due to the nature of risk covered,
primarily accident risks. Reserves are calculated based upon current
information, including industry estimates for certain aviation accidents.

The Company's other international business comprised the remaining increase
of $28.6 million. This increase was the result of reserve and policyholder
benefit increases on business from Latin American joint ventures and blocks
of mortality risk reinsurance of $22.5 million, and $6.1 million for business
from the Asia Pacific operations. These reserve increases resulted from new
business in 1994 and continued development in 1995.

Policy Acquisition Costs and Other Insurance Expenses. Policy acquisition
costs and other insurance expenses, consisting primarily of allowances,
increased 24.7%, to $98.1 million in 1995. As a percentage of net premiums,
policy acquisition costs and other insurance expenses decreased to 17.2% in
1995 from 17.4% in 1994 resulting from several factors. These factors
included the deferral of excess allowances on several large blocks of first
year business, effects of a change in 1993 to the policy acquisition cost
amortization period for U.S. ordinary life business, an overall shift of
business from coinsurance to YRT, and lower expense rates on new business.

Policy acquisition costs and other insurance expenses as a percentage of net
premiums for the U.S. ordinary life segment increased to 17.3% in 1995, from
16.3% in 1994. The increase as a percent of premium was due primarily to
significant financial reinsurance treaties on which fees of approximately
$5.0 million were paid to retrocessionaires. This amount represents an offset
to the fees reflected as other revenues.

In the Canadian ordinary life segment, policy acquisition costs and other
insurance expenses as a percentage of net premiums decreased to 16.4% in
1995, from 23.0% in 1994. The decrease was a result of several factors.
Approximately 3.2% of the decrease in the ratio related to a refinement of
the calculation used to compute the deferred acquisition cost balance which
resulted in additional amortization in 1994. In addition, the mix of business
written during the past several years continued to transition to a YRT basis
from a coinsurance basis. Business written on a YRT basis has significantly
lower commissions than business written on a coinsurance basis. In 1994, more
than 65% of the Canadian segment's premiums were on a coinsurance basis
versus approximately 62% in 1995.

Accident and health segment policy acquisition costs and other insurance
expenses as a percentage of net premiums increased to 28.5% in 1995, from
26.2% in 1994. The increase was a result of a continued transition in the mix
of business during 1995. During 1995, a larger percentage of business was
being written on a quota share basis, resulting in higher commissions.

The other international operations consist of two major components. The Latin
American business in the joint ventures and the blocks of mortality risk
reinsurance assumed carry lower net acquisition costs as a percentage of
premium, based on the nature of the business, compared with the Company's
traditional North American business. The business assumed from the Asia
Pacific operations carried net acquisition costs as a percentage of premium
of 18.8%, which was customary for the business in the region.


                                    19
 8

Other Operating Expenses. Other operating expenses increased 28.8% to $31.6
million in 1995. U.S. ordinary life segment operating expenses increased
22.5% in 1995. This increase was attributed to planned increases in operating
expenses associated with the ongoing growth of the Company. Other
international business operating expenses increased $4.0 million in 1995. Of
these expense increases, $1.8 million related to the Latin American
operations and the remaining $2.2 million related to Asia Pacific operations.
These costs represented operating costs in these countries and additional
home office staffing. These operations were in business for only a portion of
1994 versus the entire year of 1995.

Provision for Income Taxes. Income tax expense increased 14.9% in 1995 as a
result of higher pre-tax income. The Company's effective tax rates for 1995
and 1994 were 36.4% and 36.7%, respectively.

LIQUIDITY AND CAPITAL RESOURCES     RGA is a holding company which has as its
principal assets interests in RGA Reinsurance, RGA Life Reinsurance Company
of Canada (RGA Canada), formerly General American Life Reinsurance Company of
Canada, BHIF America Seguros de Vida, S.A. (BHIF America), RGA Reinsurance
Company Chile S.A. (RGA Chile), Manantial Seguros de Vida, S.A. (Manantial),
Australian Holdings, and RGA Reinsurance Company (Barbados) Ltd. (RGA
Barbados). RGA's liquidity is supported by the proceeds of the stock offering
in 1993 and the $100.0 million offering of Senior Notes in 1996, of which
approximately $97.5 million was maintained in investment-grade securities at
the holding company level at December 31, 1996.

RGA began paying a dividend of $0.06 per share each quarter, starting in
August 1993. In August 1995, the dividend was raised to $0.07 per share and
raised to $0.08 per share in August 1996. It is expected that payments at
this level will continue. All future payments of dividends are at the
discretion of the Company's Board of Directors and will depend on the
Company's earnings, capital requirements, insurance regulatory conditions,
operating conditions, and such other factors as the Board of Directors may
deem relevant. The amount of dividends that the Company can pay will depend
in part on the operations of its reinsurance subsidiaries. The transfer of
funds from the subsidiaries to RGA is subject to applicable insurance laws
and regulations.

As RGA continues its expansion efforts, management continually analyzes
capital adequacy issues. In 1996, RGA issued $100.0 million of 7 1/4% Senior
Notes. Interest is payable semiannually on April 1 and October 1 with the
principal amount due on April 1, 2006. In addition, Australian Holdings
established a line of credit with an outstanding balance at December 31,
1996, of $7.6 million. The ability of RGA and Australian Holdings to make
principal and interest payments is ultimately dependent on the earnings and
surplus of RGA's subsidiaries, as well as the investment earnings on the
undeployed debt proceeds.

In July 1996, a program of repurchasing shares of stock in RGA was approved
by RGA's Board of Directors. The program is intended to enable RGA to satisfy
obligations under its stock option program and to acquire larger blocks of
stock. Purchases will be made in the open market from time to time, at the
then prevailing market price, or through negotiated transactions. As of
December 31, 1996, no shares had been repurchased through this program.

The sources of funds of RGA's operating subsidiaries consist of premiums
received from ceding insurers, investment income, and proceeds from sales and
redemption of investments. Premiums are generally received in advance of
related claims payments. Funds are applied primarily to policy claims and
benefits, operating expenses, income taxes, and investment purchases.

As of December 31, 1996, RGA Reinsurance had statutory capital and surplus of
$205.9 million. The maximum amount available for payment of dividends in 1997
by RGA Reinsurance under Missouri law, without the prior approval of the
Missouri Director of Insurance, is $26.0 million. RGA Canada's statutory
capital was $36.4 million at December 31, 1996. The maximum

     M A N A G E M E N T ' S  20  D I S C U S S I O N  a n d  A N A L Y S I S


 9

amount available for dividends by RGA Canada under the Canadian Minimum
Continuing Capital and Surplus Requirements (MCCSR) is $7.2 million. Dividend
payments from other subsidiaries and joint ventures are subject to
regulations in the country of domicile.

The Company's net cash flows from consolidated operating activities for the
years ended December 31, 1996, 1995, and 1994, were $256.7 million, $171.0
million, and $129.4 million, respectively. Because the business provides
positive cash flow, the Company's liabilities generally are not subject to
disintermediation risk, and because the reinsured treaties offer no
withdrawal options and require no return of premium if canceled or allowed to
lapse, the Company historically has had more than sufficient funds to pay
claims and expenses. The Company expects any future increase in the need for
liquidity due to relatively large policy loans or unanticipated material
claim levels would be met first by operating cash flows and then by selling
fixed-income securities or short-term investments.

Effective December 31, 1993, the National Association of Insurance
Commissioners ("NAIC") adopted risk-based capital ("RBC") statutory
requirements for U.S.-based life insurance companies. These requirements
measure statutory capital and surplus needs based on the risks associated
with a company's mix of products and investment portfolio. At December 31,
1996, RGA Reinsurance's statutory capital and surplus significantly exceeded
all RBC thresholds and RGA Canada's capital levels significantly exceeded any
MCCSR requirements. All of the Company's insurance operating subsidiaries
exceed the minimum capital requirements in their respective jurisdiction.

INVESTMENTS     All investments made by RGA and its subsidiaries conform to
the qualitative and quantitative limits prescribed by the applicable
jurisdiction's insurance laws and regulations. In addition, the investment
portfolios of the international subsidiaries are periodically reviewed by
their respective Boards of Directors. All investment portfolios are also
reviewed by the RGA Board of Directors. The Company's investment strategy is
to maintain a predominantly investment-grade, fixed-income portfolio, to
provide adequate liquidity for expected reinsurance obligations, and to
maximize total return through prudent asset management. The Company's
asset/liability duration matching differs between U.S. and Canadian operating
segments. The target duration for the U.S. investments is currently a range
between four and seven years, with individual investments all along the
maturity spectrum. Based on Canadian reserve requirements, a portion of the
Canadian liabilities is strictly matched with long duration Canadian assets,
with the remaining assets invested to maximize the total rate of return,
given the characteristics of the corresponding liabilities and Company
liquidity needs. For the year ended December 31, 1996, the Company's earned
yield on fixed-income securities was 7.36%.

The Company's fixed-income securities are invested primarily in U.S.
Treasuries, Canadian government securities, public and private corporate
bonds, and mortgage and asset-backed securities. As of December 31, 1996,
more than 98% of the Company's consolidated investment portfolio of fixed
maturity securities was investment-grade. Important factors in the selection
of investments include diversification, quality, yield, total rate of return
potential, and call protection. The relative importance of these factors is
determined by market conditions and the underlying product or portfolio
characteristics. Cash equivalents are invested in high-grade money market
instruments.

Private placement bonds are issued in negotiated transactions between lenders
and borrowers and are not registered with the Securities and Exchange
Commission. While less liquid than public securities, private placements
often contain investment characteristics favorable to investors, including
more stringent financial covenants, additional call protection, and higher
yields than similar public securities.


                                    21
 10

The largest industry segment in which fixed maturities were invested was
mortgage-backed securities, which represented approximately 24.3% of total
invested assets as of December 31, 1996. Approximately 67% of these
securities are invested in the investment portfolio supporting the stable
value reinsurance product. Investors are compensated primarily for
reinvestment risk rather than credit quality risk. To mitigate prepayment
volatility, the Company primarily invests in senior, intermediate,
average-life tranches of agency and whole loan collateralized mortgage
obligations. All of the Company's mortgage-backed securities are
investment-grade, with an average Standard and Poor's rating of AA.

As of December 31, 1996, approximately 18.8% of the Company's invested assets
consisted of policy loans. These policy loans present no credit risk because
the amount of the loan cannot exceed the obligation due the ceding company
upon the death of the insured or surrender of the underlying policy. The
policy loan interest rates are determined by the provisions of the treaties
in force and the underlying policies. Because policy loans represent
premature distributions of policy liabilities, they have the effect of
reducing future disintermediation risk. In addition, the Company earns a
spread between the interest rate earned on policy loans and the interest rate
credited to corresponding liabilities.

As of December 31, 1996, mortgage loans represented approximately 4.3% of the
Company's invested assets, which is comprised of approximately $58.7 million
in U.S. mortgages and $39.6 million in Chilean mortgage-related instruments,
which include real estate leasing, mortgage drafts, and mortgage loans. The
Company invests primarily in mortgages on commercial offices and retail
locations. The Company's domestic mortgage loans generally range in size from
$0.8 million to $6.3 million, with the average mortgage loan investment as of
December 31, 1996, being approximately $2.8 million. The Company's Chilean
mortgage securities range in size from approximately $1,500 to less than $1.0
million, with the average mortgage loan investment as of December 31, 1996,
being approximately $74,000. The mortgage loan portfolio is diversified by
geographic region and property type as discussed further in Note 4 to the
consolidated financial statements.

The invested assets of RGA, RGA Reinsurance, RGA Barbados, Australian
Holdings, and RGA Canada are managed by Conning Asset Management Company
(Conning), a wholly owned subsidiary of General American. As of December 31,
1996, the investments of BHIF America, RGA Reinsurance Company of Chile,
S.A., and Manantial were managed by the staffs of those entities.

EFFECTS OF INFLATION    The primary, direct effect on the Company of
inflation is the increase in operating expenses. A large portion of the
Company's operating expenses consists of salaries, which are subject to wage
increases at least partly affected by the rate of inflation.

The rate of inflation also has an indirect effect on the Company. To the
extent that the government's policies to control the level of inflation
results in changes in interest rates, the Company's investment income is
affected.

     M A N A G E M E N T ' S  22  D I S C U S S I O N  a n d  A N A L Y S I S


 11


CONSOLIDATED BALANCE SHEETS

Year Ended December 31                                                       1996                     1995
(Dollars in thousands)
                                                                                          
Assets
Fixed maturity securities
  Available for sale-at fair value (amortized cost of $1,469,649
   and $819,661 at December 31, 1996 and 1995, respectively)           $1,517,264               $  872,804
Mortgage loans on real estate, net                                         98,262                   14,653
Policy loans                                                              426,366                  346,942
Funds withheld at interest                                                129,949                  101,841
Short-term investments                                                     93,548                   66,161
Other invested assets                                                       6,659                    3,112
- -------------------------------------------------------------------------------------------------------------
    Total investments                                                   2,272,048                1,405,513
Cash and cash equivalents                                                  13,145                   18,258
Accrued investment income                                                  23,308                   17,657
Premiums receivable                                                        76,438                   84,731
Funds withheld                                                             30,697                   28,644
Reinsurance ceded receivables                                              59,618                   64,076
Deferred policy acquisition costs                                         233,565                  186,813
Other reinsurance balances                                                157,065                  158,967
Other assets                                                               27,770                   25,275
- -------------------------------------------------------------------------------------------------------------
    Total assets                                                       $2,893,654               $1,989,934
    =========================================================================================================

Liabilities and Stockholders' Equity
Future policy benefits                                                 $  755,793               $  601,674
Interest sensitive contract liabilities                                 1,106,491                  598,935
Other policy claims and benefits                                          206,284                  207,673
Other reinsurance balances                                                149,289                  105,178
Deferred income taxes                                                      73,275                   61,169
Other liabilities                                                          63,689                   30,495
Long-term debt                                                            106,493                        -
- -------------------------------------------------------------------------------------------------------------
    Total liabilities                                                   2,461,314                1,605,124

Minority interest                                                           6,782                    7,881
Commitments and contingent liabilities
Stockholders' equity:
  Preferred stock (par value $.01 per share; 10,000,000 shares
   authorized; no shares issued or outstanding)                                 -                        -
  Common stock (par value $.01 per share; 50,000,000 shares
   authorized, 17,366,250 shares issued)                                      174                      174
  Additional paid in capital                                              264,399                  263,169
  Currency translation adjustments                                         (5,536)                  (3,736)
  Unrealized appreciation of securities, net of taxes                      28,365                   33,010
  Retained earnings                                                       147,824                   97,802
  -----------------------------------------------------------------------------------------------------------
   Total stockholders' equity before treasury stock                       435,226                  390,419
  Less treasury shares held of 389,354 and 544,354 at cost at
   December 31, 1996 and 1995, respectively                                (9,668)                 (13,490)
   ----------------------------------------------------------------------------------------------------------
   Total stockholders' equity                                             425,558                  376,929
   ----------------------------------------------------------------------------------------------------------
   Total liabilities and stockholders' equity                          $2,893,654               $1,989,934
   ==========================================================================================================

See accompanying notes to consolidated financial statements.


                      C O N S O L I D A T E D  23  B A L A N C E  S H E E T S


 12


CONSOLIDATED STATEMENTS OF INCOME

Year Ended December 31                                             1996            1995              1994
(Dollars in thousands, except per share data)
                                                                                        
Revenues
  Net premiums                                                 $674,885        $569,990          $451,740
  Investment income, net of related expenses                    136,828          90,117            71,303
  Realized investment gains, net                                    930              31               825
  Other revenue                                                  17,386           7,994             1,927
  -----------------------------------------------------------------------------------------------------------
    Total revenues                                              830,029         668,132           525,795

Benefits and Expenses
  Claims and other policy benefits                              560,445         463,867           358,255
  Policy acquisition costs and other insurance expenses         136,509          98,072            78,643
  Other operating expenses                                       39,845          31,574            24,523
  Interest expense                                                6,169               -                 -
  -----------------------------------------------------------------------------------------------------------
    Total benefits and expenses                                 742,968         593,513           461,421
    =========================================================================================================

    Income before income taxes and minority interest             87,061          74,619            64,374
Provision for income taxes
  Current                                                        17,992          12,780            19,617
  Deferred                                                       13,695          14,368             4,013
  -----------------------------------------------------------------------------------------------------------
    Total provision for income taxes                             31,687          27,148            23,630
    =========================================================================================================

    Income before minority interest                              55,374          47,471            40,744
Minority interest in earnings of consolidated subsidiaries         (302)           (180)             (319)
- -------------------------------------------------------------------------------------------------------------
    Net income                                                 $ 55,072        $ 47,291          $ 40,425
    =========================================================================================================

Earnings per common and common equivalent share                $   3.24        $   2.80          $   2.36
=============================================================================================================
Weighted average number of common and common equivalent
  shares outstanding (in thousands)                              17,004          16,883            17,152
  ===========================================================================================================

See accompanying notes to consolidated financial statements.


           C O N S O L I D A T E D  24  S T A T E M E N T S  o f  I N C O M E


 13


CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                                                                            Unrealized
                                               Additional     Currency    Appreciation
                           Preferred   Common     Paid In  Translation   (Depreciation)    Retained   Treasury
(Dollars in thousands)         Stock    Stock     Capital  Adjustments   of Securities     Earnings      Stock     Total
===========================================================================================================================
                                                                                        
Balance December 31, 1993       $  -     $174    $263,170      $(2,916)       $    375     $ 18,586   $      -  $279,389
  Implementation of
   SFAS No. 115                    -        -           -            -          10,922            -          -    10,922
  Currency translation
   adjustments                     -        -           -       (2,875)              -            -          -    (2,875)
  Unrealized depreciation
   of securities, net of tax       -        -           -            -         (35,684)           -          -   (35,684)
  Net income                       -        -           -            -               -       40,425          -    40,425
  Dividends to stockholders        -        -           -            -               -       (4,124)         -    (4,124)
  Purchase of treasury stock       -        -           -            -               -            -    (11,265)  (11,265)
  -------------------------------------------------------------------------------------------------------------------------

Balance December 31, 1994          -      174     263,170       (5,791)        (24,387)      54,887    (11,265)  276,788
  Currency translation
   adjustments                     -        -           -        2,055               -            -          -     2,055
  Unrealized appreciation
   of securities, net of tax       -        -           -            -          57,397            -          -    57,397
  Net income                       -        -           -            -               -       47,291          -    47,291
  Dividends to stockholders        -        -           -            -               -       (4,376)         -    (4,376)
  Purchase of treasury stock       -        -           -            -               -            -     (2,422)   (2,422)
  Reissuance of treasury stock     -        -          (1)           -               -            -        197       196
  -------------------------------------------------------------------------------------------------------------------------

Balance December 31, 1995          -      174     263,169       (3,736)         33,010       97,802    (13,490)  376,929
  Currency translation
   adjustments                     -        -           -       (1,800)              -            -          -    (1,800)
  Unrealized depreciation
   of securities, net of tax       -        -           -            -          (4,645)           -          -    (4,645)
  Net income                       -        -           -            -               -       55,072          -    55,072
  Dividends to stockholders        -        -           -            -               -       (5,050)         -    (5,050)
  Reissuance of treasury
   stock                           -        -       1,230            -               -            -      3,822     5,052
  -------------------------------------------------------------------------------------------------------------------------

Balance December 31, 1996       $  -     $174    $264,399      $(5,536)       $ 28,365     $147,824   $ (9,668) $425,558
===========================================================================================================================

See accompanying notes to consolidated financial statements.



                     C O N S O L I D A T E D  S T A T E M E N T S  25  o f
                                    S T O C K H O L D E R S '  E Q U I T Y


 14

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended December 31                                              1996              1995              1994
(Dollars in thousands)
                                                                                          
Operating Activities
  Net income                                                   $  55,072         $  47,291         $  40,425
  Adjustments to reconcile net income to net cash
   provided by operating activities:
  Change in:
   Accrued investment income                                      (5,660)           (1,839)           (1,888)
   Premiums receivable                                             8,214           (14,008)          (37,393)
   Deferred policy acquisition costs                             (47,122)          (28,575)          (17,683)
   Funds withheld                                                 (2,053)           (6,863)            2,931
   Reinsurance ceded receivables                                   4,422            14,416             5,339
   Future policy benefits, other policy claims and benefits,
     and other reinsurance balances                              258,562           169,732           140,962
   Deferred income taxes                                          14,208            14,367             4,126
   Other assets and other liabilities                            (20,978)          (17,578)           (4,990)
  Amortization of goodwill and value of business acquired          1,233             1,059               632
  Amortization of net investment discounts                        (9,071)           (8,384)           (2,351)
  Realized investment gains, net                                    (930)              (31)             (825)
  Other, net                                                         781             1,428                95
  -------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                        256,678           171,015           129,380

Investing Activities
  Sales of fixed maturity securities:
   Available for sale                                            135,110           154,607            71,063
  Maturities of fixed maturity securities:
   Held to maturity                                                    -             6,365             9,002
   Available for sale                                            189,969            14,443            23,029
  Purchases of fixed maturity securities:
   Held to maturity                                                    -            (3,068)           (7,193)
   Available for sale                                           (917,743)         (362,390)         (169,832)
  Cash invested in:
   Mortgage loans                                                (89,237)          (11,397)           (3,541)
   Policy loans                                                  (79,424)          (37,245)          (35,199)
   Funds withheld at interest                                    (28,108)          (21,383)          (18,142)
  Principal payments on:
   Mortgage loans                                                  4,739               285                 -
   Policy loans                                                        -             4,794             1,575
  Change in short-term and other invested assets                 (29,791)          (31,576)           (6,927)
  Investment in joint venture and purchase of subsidiary
   stock                                                          (3,207)           (3,366)             (535)
  -------------------------------------------------------------------------------------------------------------
Net cash used in investing activities                           (817,692)         (289,931)         (136,700)

Financing Activities
  Dividends to stockholders                                       (5,049)           (4,376)           (4,124)
  Purchase of treasury stock                                           -            (2,422)          (11,265)
  Reissuance of treasury stock                                     4,031               196                 -
  Minority interest capital contribution                               -                 -             3,000
  Minority interest in earnings                                      302               180               319
  Excess deposits on universal life and other investment type
   policies and contracts                                        450,079           131,833            23,695
  Proceeds from long-term debt issuance                          106,403                 -                 -
  -------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities                        555,766           125,411            11,625
Effect of exchange rate changes                                      135               267               (96)
- ---------------------------------------------------------------------------------------------------------------
Change in cash and cash equivalents                               (5,113)            6,762             4,209
Cash and cash equivalents, beginning of year                      18,258            11,496             7,287
- ---------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of year                         $  13,145         $  18,258         $  11,496
===============================================================================================================

See accompanying notes to consolidated financial statements.


   C O N S O L I D A T E D  26  S T A T E M E N T S  O F  C A S H  F L O W S


 15


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 ORGANIZATION         Reinsurance Group of America, Incorporated (RGA)
is an insurance holding company formed December 31, 1992. The consolidated
financial statements include the assets, liabilities, and results of
operations of RGA; RGA Reinsurance Company (RGA Reinsurance), formerly Saint
Louis Reinsurance Company; RGA Australian Holdings PTY, Limited (Australian
Holdings); RGA Reinsurance Company (Barbados) Ltd. (RGA Barbados); RGA
Reinsurance Company (Bermuda) Ltd. (RGA Bermuda); G.A. Canadian Holdings,
Ltd. (Canadian Holdings), a Canadian insurance holding company; RGA
Sudamerica, S.A., a Chilean holding company; and Manantial Seguros de Vida,
S.A. (Manantial), an Argentine life insurance company; along with the
subsidiaries of RGA Reinsurance, Australian Holdings, Canadian Holdings, and
RGA Sudamerica, S.A., subject to an ownership position of fifty percent or
more (collectively, the Company).

The Company is primarily engaged in ordinary life reinsurance, accident and
health reinsurance, and international life and disability on a direct and
reinsurance basis. Reinsurance is an arrangement under which an insurance
company, the "reinsurer," agrees to indemnify another insurance company, the
ceding company, for all or a portion of the insurance risks underwritten by
the ceding company. Reinsurance is designed to (i) reduce the net liability
on individual risks, thereby enabling the ceding company to increase the
volume of business it can underwrite, as well as increase the maximum risk it
can underwrite on a single life or risk; (ii) stabilize operating results by
leveling fluctuations in the ceding company's loss experience; (iii) assist
the ceding company to meet applicable regulatory requirements; and (iv)
enhance the ceding company's financial strength and surplus position.

Note 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Consolidation and Basis of Presentation. The consolidated financial
statements of the Company have been prepared in accordance with generally
accepted accounting principles prescribed for stock life insurance companies.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the reported
amounts of revenues and expenses during the reporting period. Accounts that
the Company deems to be sensitive to changes in estimates include deferred
policy acquisition costs, premiums receivable, future policy benefits, and
other policy claims and benefits. In all instances, actual results could
differ from estimates.

The accompanying financial statements consolidate the accounts of RGA and its
subsidiaries, both direct and indirect, subject to an ownership position of
fifty percent or more. All significant intercompany balances and transactions
have been eliminated.

Investments. Fixed maturities available for sale are reported at fair value
and are so classified based upon the possibility that such securities could
be sold prior to maturity if that action enables the Company to execute its
investment philosophy and appropriately match investment results to operating
and liquidity needs. Effective December 31, 1995, the Company reclassified
the entire portfolio of fixed maturities held to maturity as available for
sale in accordance with the Financial Accounting Standards Board's "Guide to
Implementation of Statement 115 on Accounting for Certain Investments in Debt
and Equity Securities," which was issued during November 1995. This
reclassification enabled the Company to gain an added measure of flexibility
in managing credit quality in coordination with appropriate asset/liability
matching.

Although no impairments in value have occurred which would require adjustment
to the carrying value of securities, any such impairment identified in the
future would result in a reduction of the carrying value and reflection of a
corresponding realized capital loss in the consolidated statements of income.
The Company's policy is to recognize such an impairment when the projected
cash flows of these securities have been reduced on other than a temporary
basis so that the realizable value is reduced to an amount less than the
carrying value.

Mortgage loans are carried at unpaid principal balances, net of any
unamortized premium or discount and valuation allowances. Valuation
allowances on mortgage loans are being established based upon losses expected
by management to be realized in connection with future dispositions or
settlement of mortgage loans, including foreclosures.The valuation allowances
are being established after management considers, among other things, the
value of underlying collateral and payment capabilities of debtors.

                              N O T E S  to  C O N S O L I D A T E D  27
                                  F I N A N C I A L  S T A T E M E N T S


 16

Policy loans are reported at the unpaid principal balance.

Other invested assets, which consists primarily of Chilean common stocks, are
carried at fair value.

The Company utilizes derivative financial instruments to improve the
management of the investment related risks. The Company uses both
exchange-traded and customized, over-the-counter derivative financial
instruments. RGA Reinsurance has established minimum credit quality standards
for counterparties and seeks to obtain collateral or other credit support. The
Company limits its total financial exposure to counterparties. Management
reports to the Board of Directors on a quarterly basis on its use of
derivative financial instruments, including the aggregate financial exposure,
individual counterparty exposure and the purpose of each transaction.

Investment income is recognized as it accrues or is legally due. Realized
gains and losses on sales of investments are included in net income, as are
write-downs of securities where declines in value are deemed to be other than
temporary in nature. The cost of investment securities sold is determined
based upon the specific identification method. Unrealized gains and losses on
marketable equity securities and fixed maturity securities available for
sale, less applicable deferred income taxes, are reflected as a direct charge
or credit to stockholders' equity.

Additional Information Regarding Statements of Cash Flows. Cash and cash
equivalents include cash on deposit and highly liquid debt instruments
purchased with an original maturity of three months or less.

Funds Withheld. For reinsurance transactions executed prior to December 31,
1994, assets and liabilities related to treaties written on a modified
coinsurance basis with funds withheld are reported gross. Assets equal to the
statutory reserves are held and legally owned by the ceding company and are
reflected as funds withheld at interest on the balance sheet. Interest
accrues to these assets at a stated rate, which adjusts annually, based on
the underlying assets retained by the ceding company. For reinsurance
transactions executed subsequent to December 31, 1994, assets and liabilities
from reinsurance agreements written on a modified coinsurance basis with
funds withheld have been netted and included in other reinsurance balances on
the balance sheet, since a right of offset exists.

Deferred Policy Acquisition Costs. Costs of acquiring new business, which
vary with and are primarily related to the production of new business, have
been deferred to the extent that such costs are deemed recoverable from
future premiums. Such costs include commissions and allowances as well as
certain costs of policy issuance and underwriting. Periodically, the Company
performs tests to determine that the cost of business acquired remains
recoverable from future premiums.

Deferred costs related to traditional life insurance are amortized over the
premium paying period of the related policies in proportion to the ratio of
annual premium revenues to total anticipated premium revenues. Such
anticipated premium revenues are estimated using the same assumptions used
for computing liabilities for future policy benefits.

Deferred costs related to interest-sensitive life and investment-type
policies are amortized over the lives of the policies, in relation to the
present value of estimated gross profits from mortality, investment income,
and expense margins.

Other Reinsurance Balances. The Company assumes financial reinsurance
contracts which represent low mortality risk reinsurance treaties. These
contracts are accounted for as deposits and reported as other reinsurance
assets/liabilities. The amount of revenue reported on these contracts
represents fees and the cost of insurance under the terms of the reinsurance
agreement.

Goodwill and Value of Business Acquired. Goodwill representing the excess of
purchase price over the fair value of net assets acquired is amortized on a
straight-line basis over ten years. The value of business acquired is
amortized in proportion to the ratio of annual premium


                                    28
 17

revenues to total anticipated premium revenues. Anticipated premium revenues
have been estimated using assumptions consistent with those used in
estimating reserves for future policy benefits.

Future Policy Benefits and Interest-Sensitive Contract Liabilities.
Liabilities for future benefits on life policies are established in an amount
adequate to meet the estimated future obligations on policies in force.
Liabilities for future policy benefits under long-term life insurance
policies have been computed based upon expected investment yields, mortality
and withdrawal rates, and other assumptions. These assumptions include a
margin for adverse deviation and vary with the characteristics of the plan of
insurance, year of issue, age of insured, and other appropriate factors.
Interest rates range from 6.5% to 11.0%. The mortality and withdrawal
assumptions are based on the Company's experience as well as industry experience
and standards. Liabilities for future benefits on interest-sensitive life and
investment-type contract liabilities are carried at the accumulated contract
holder values without reduction for potential surrender or withdrawal charges.

Other Policy Claims and Benefits. Claims payable for incurred but not
reported losses are determined using case basis estimates and lag studies of
past experience. These estimates are continually reviewed and required
adjustments to such estimates are reflected in current operations.  The
Company has no material policy contract liability balances that would require
fair value disclosure under Statement of Financial Accounting Standards No.
107. Policy and contract reserves are included in future policy benefits on
the consolidated balance sheet.

Investment Contracts. The Company began reinsuring guaranteed interest
contracts (stable value products) on a coinsurance basis in 1995. The stable
value products investment portfolio is segregated within the general fund of
RGA Reinsurance. The portfolio is primarily invested in fixed maturity
securities classified as available for sale and has an effective duration of
one year or less. The carrying value of the stable value products investments
and related liabilities approximates fair value.

Income Taxes. RGA and its U.S. subsidiaries file separate federal income
returns. RGA Barbados also files a U.S. tax return. The Company's Canadian,
Argentine, Australian, and Chilean subsidiaries are taxed under applicable
local statutes.

For all years presented, the Company uses the asset and liability method to
record deferred income taxes. Accordingly, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases, using enacted tax rates.

Foreign Currency Translation. The functional currency is the Argentine dollar
for the Company's Argentine operations, the Australian dollar for the
Company's Australian operations, the Canadian dollar for the Company's
Canadian operations, and the Chilean peso for the Company's Chilean
operations. The translation of the foreign currency into U.S. dollars is
performed for balance sheet accounts using current exchange rates in effect
at the balance sheet date and for revenue and expense accounts using a
weighted average exchange rate during each year. Gains or losses resulting
from such translation are included in stockholders' equity.

Retrocession Arrangements. The Company reports retrocession activity on a
gross basis. Amounts paid or deemed to have been paid for reinsurance are
reflected in reinsurance receivables. The cost of reinsurance related to
long-duration contracts is recognized over the terms of the reinsured
policies on a basis consistent with the reporting of those policies.

In the normal course of business, the Company seeks to limit its exposure to
loss on any single insured and to recover a portion of benefits paid by
ceding reinsurance to other insurance enterprises or reinsurers under excess
coverage and coinsurance contracts. The Company retains a maximum of
$2,500,000 of coverage per individual life.

                              N O T E S  to  C O N S O L I D A T E D  29
                                  F I N A N C I A L  S T A T E M E N T S


 18

RGA Reinsurance has a number of retrocession arrangements whereby certain
business in force is retroceded on an automatic or facultative basis. All of
the U.S. retrocessionaires under such arrangements were rated A or better by
the A.M. Best Company as of December 31, 1995. In some instances, security in
the form of letters of credit or trust assets have been given by
retrocessionaires as additional security in favor of RGA Reinsurance.

RGA Life Reinsurance Company of Canada (RGA Canada) retrocedes amounts in
excess of its retention to either RGA Reinsurance through General American or
a retrocession pool of ten Canadian, U.S., and European retrocessionaires,
including General American. The retrocession pool was terminated as of
December 31, 1995, and business is currently ceded to RGA Reinsurance through
General American and retrocessions are arranged through RGA Reinsurance's
retrocession pool.

RGA Reinsurance and RGA Canada have never experienced a default in connection
with retrocession arrangements, nor have they experienced any difficulty in
collecting claims recoverable from retrocessionaires; however, no assurance
can be given as to the future performance of such retrocessionaires or as to
recoverability of any such claims.

Recognition of Revenues and Related Expenses. Revenues and expenses are
reported gross, except that initial reserves are netted against premiums when
an in force block of business is reinsured. Ordinary life and health premiums
are recognized as revenue over the premium paying periods of the policies.
Benefits and expenses are associated with earned premiums so that profits are
recognized over the life of the related contract. This association is
accomplished through the provision for future policy benefits and the
amortization of deferred policy acquisition costs.

Revenues for interest-sensitive and investment-type products consist of
policy charges for the cost of insurance, policy administration, and
surrenders that have been assessed against policy account balances during the
period. Interest-sensitive contract liabilities for these products represent
policy account balances before applicable surrender charges. Deferred policy
acquisition costs are recognized as expense over the term of the policies.
Policy benefits and claims that are charged to expense include claims
incurred in the period in excess of related policy account balances and
interest credited to policy account balances. The weighted average interest
crediting rates for interest-sensitive products were 6.7%, 6.7%, and 6.8%
during 1996, 1995, and 1994, respectively. Interest crediting rates for
investment-type contracts ranged from 5.7% to 6.2% and 6.2% to 6.5% during
1996 and 1995, respectively.

Net Earnings Per Share. Net earnings per share were computed by dividing net
earnings by the weighted average number of common and common equivalent
shares outstanding during the year. Employee stock options are reflected as
common stock equivalents using the treasury stock method and have been
considered in net earnings per share calculations.

Reclassification. The Company has reclassified the presentation of certain
prior period information to conform with the 1996 presentation.

Note 3 SUBSIDIARY TRANSACTIONS     In 1994, 2.2% of the 12.5% minority
interest of RGA Canada Management Company, Ltd. (Management Company) was
acquired by Canadian Holdings for $537,000. In 1995, the remaining 10.3% of
the capital stock was acquired by Canadian Holdings for $3,365,750.

In October 1993, RGA, through RGA Sudamerica, S.A., entered into a joint
venture, BHIF America Seguros de Vida, S.A. (BHIF America), with local
investors in Santiago, Chile. During 1994 RGA and the local investors funded
the venture, which sells primarily single premium immediate annuities, with
approximately $4,000,000 and $3,000,000 of initial capital contributions,
respectively. For contributions made, each


                                    30
 19

party received a 50% ownership interest in the venture. The excess of cost
over fair value of net assets acquired, totaling $500,000, has been treated
as goodwill and is being amortized over ten years. In 1996 and 1995, RGA
contributed $1,275,000 and $565,000 in additional capital to BHIF America.

In May 1994, RGA formed Manantial, a joint venture, with several local
investors in Buenos Aires, Argentina. During 1994, RGA and the local
investors funded the venture, which is a direct life insurance company, with
approximately $5,000,000 and $275,000 of initial capital contributions,
respectively. For contributions made, each party received a 50% ownership
interest in the venture. In June 1996, RGA purchased the remaining shares of
Manantial for $4,500,000. The excess of cost over fair value of net assets
acquired, totaling $4,246,000, has been treated as goodwill and is being
amortized over ten years.

In January 1996, RGA formed Australian Holdings, a wholly owned holding
company and RGA Reinsurance Company of Australia Limited (RGA Australia), a
wholly owned reinsurance company of Australian Holdings licensed to assume
life reinsurance in Australia. During 1996, RGA funded Australian Holdings
with approximately $14,800,000, of which approximately one half of the amount
represents debt as discussed in Note 15.

In July 1996, RGA, through RGA Sudamerica, S.A., formed RGA Reinsurance
Company Chile S.A., a wholly owned reinsurance company licensed to assume
life reinsurance business in Chile. During 1996, RGA funded the subsidiary
with approximately $6,300,000 and reinsured single premium immediate annuity
business written by BHIF America.

The excess of purchase price over the fair value of net assets acquired and
goodwill totaling approximately $6,175,000 and $5,527,000 at December 31,
1996 and 1995, respectively, are included in other assets on the consolidated
balance sheets.

Note 4 INVESTMENTS       Major categories of net investment income consist of
the following (in thousands):



Years Ended December 31                                 1996           1995           1994
                                                                          
Fixed maturity securities                           $ 92,721        $53,910        $42,395
Mortgage loans                                         2,510            450              -
Policy loans                                          29,116         26,020         22,550
Short-term investments                                 3,523          2,829          1,564
Funds withheld at interest                             9,813          7,481          5,366
Other                                                    406             66             83
- ---------------------------------------------------------------------------------------------
Investment revenue                                   138,089         90,756         71,958

Investment expense                                     1,261            639            655
- ---------------------------------------------------------------------------------------------

Net investment income                               $136,828        $90,117        $71,303
=============================================================================================


                              N O T E S  to  C O N S O L I D A T E D  31
                                  F I N A N C I A L  S T A T E M E N T S


 20

The amortized cost, gross unrealized gains and losses, and estimated fair
values of investments in fixed maturity securities at December 31, 1996 and
1995 are as follows (in thousands):



                                             Amortized     Unrealized     Unrealized           Fair
1996                                              Cost          Gains         Losses          Value
                                                                             
Available for sale:
  U.S. government and agencies              $   66,236        $   359         $  273     $   66,322
  Canadian government                           17,531          2,082              -         19,613
  Canadian provinces and
    municipalities                             139,701         33,778            466        173,013
  Argentine government and agencies                451              -              -            451
  Chilean government and agencies               28,591              -              -         28,591
  Australian government agencies                 9,115            280             20          9,375
  Commercial and industrial                    409,823         11,827          3,277        418,373
  Finance                                      116,500          2,843            451        118,892
  Public utilities                              76,699          1,877            562         78,014
  Mortgage-backed securities                   552,296          2,782          3,297        551,781
  Asset-backed securities                       52,706            161             28         52,839
  ----------------------------------------------------------------------------------------------------

                                            $1,469,649        $55,989         $8,374     $1,517,264
  ====================================================================================================

                                             Amortized     Unrealized     Unrealized           Fair
1995                                              Cost          Gains         Losses          Value
                                                                               
Available for sale:
  U.S. government and agencies                $ 64,380        $ 3,212         $   82       $ 67,510
  Canadian government                           14,903          1,265              4         16,164
  Canadian provinces and municipalities        111,490         20,269             33        131,726
  Argentine government and agencies              1,019              -              -          1,019
  Chilean government and agencies               20,368              -              -         20,368
  Commercial and industrial                    267,898         20,960          1,666        287,192
  Finance                                       57,874          3,156             38         60,992
  Public utilities                              61,833          3,099            226         64,706
  Mortgage-backed securities                   198,417          3,306            195        201,528
  Asset-backed securities                       21,479            120              -         21,599
  ----------------------------------------------------------------------------------------------------

                                              $819,661        $55,387         $2,244       $872,804
  ====================================================================================================



                                    32
 21

There were no investments in any entity in excess of 10% of stockholders'
equity at December 31, 1996 or 1995, other than investments issued or
guaranteed by the U.S. government. Publicly traded fixed maturity securities
are valued based upon quoted market prices. Private placement securities are
valued based on the credit quality and duration of marketable securities
deemed comparable by the Company, which may be of another issuer.

At December 31, 1996 and 1995, the aggregate fair value of policy loans
approximates the carrying value reflected on the consolidated balance sheet.
Policy loans typically carry an interest rate that is tied to the crediting
rate applied to the related policy and contract reserves.

The carrying value of short-term investments at December 31, 1996 and 1995,
approximates fair value. Equity investments and derivative financial
instruments included in other invested assets are reflected at fair value on
the consolidated balance sheets. The cost of these equity investments at
December 31, 1996 and 1995, was approximately $5,997,000 and $3,112,000
respectively, which approximates fair value. The cost of the derivative
financial instruments at December 31, 1996, was approximately $662,000, which
approximates fair value.

At December 31, 1996, the contractual maturities of investments in fixed
maturity securities were as follows (in thousands):



                                                   Amortized           Fair
                                                        Cost          Value
                                                           
Available for sale:
   Due in one year or less                        $   16,746     $   16,860
   Due after one year through five years             182,903        187,107
   Due after five years through ten years            319,316        327,968
   Due after ten years                               398,388        433,548
   Mortgage-backed securities                        552,296        551,781
  ----------------------------------------------------------------------------
                                                  $1,469,649     $1,517,264
  ============================================================================


Net realized gains from sales of investments in fixed maturity securities and
equity securities, all of which represent activity in the investments held
for sale, consist of the following (in thousands):



Years Ended December 31                           1996           1995           1994
                                                                    
Fixed maturities:
   Realized gains                              $ 5,182        $ 2,462        $ 1,540
   Realized losses                              (3,972)        (2,431)        (1,100)
Equity securities:
   Realized gains                                    -              -            701
   Realized losses                                   -              -           (316)
Other                                             (280)             -              -
- ---------------------------------------------------------------------------------------

Net gains                                      $   930        $    31        $   825
=======================================================================================


                              N O T E S  to  C O N S O L I D A T E D  33
                                  F I N A N C I A L  S T A T E M E N T S


 22

Change in net unrealized gains (losses) were as follows (in thousands):



Years Ended December 31                           1996           1995           1994
                                                                   
   Fixed maturity securities held
     to maturity                               $     -        $ 2,182       $(24,520)
   Fixed maturity securities
     available for sale                         (5,528)        90,651        (54,311)
   Equity securities                                 -              -           (572)
  --------------------------------------------------------------------------------------
                                               $(5,528)       $92,833       $(79,403)
  ======================================================================================


Effective December 31, 1995, the Company reclassified its entire portfolio of
fixed maturities held to maturity as available for sale. Fixed maturity
securities with an amortized cost of $113,485,918 and unrealized gains of
$19,405,392 were transferred from the held to maturity classification to
available for sale.

Securities with an amortized cost of $2,370,000 were on deposit with various
state or governmental insurance departments to comply with applicable
insurance laws at December 31, 1996 and 1995.

As of December 31, 1996 and 1995, the Company's mortgage loans were
distributed as follows (in thousands):



                                                         1996                          1995

                                              Carrying     Percentage       Carrying     Percentage
                                                 Value       of Total          Value       of Total
                                                                                 
United States:
   Arizona                                     $15,554          15.79%       $     -              -%
   California                                    4,957           5.03              -              -
   Colorado                                      3,374           3.42              -              -
   Florida                                       1,694           1.72              -              -
   Georgia                                       5,038           5.11              -              -
   Illinois                                      4,575           4.64              -              -
   Kansas                                        1,750           1.78              -              -
   Missouri                                      6,406           6.50              -              -
   Oklahoma                                      2,488           2.52              -              -
   Texas                                         3,794           3.85              -              -
   Virginia                                      3,129           3.17              -              -
   Washington                                    6,209           6.30

Chile                                           39,597          40.17         14,653         100.00
======================================================================================================

                                                98,565         100.00%        14,653         100.00%

Less: Allowance                                    303                             -
- ------------------------------------------------------------------------------------------------------
Total                                          $98,262                       $14,653
======================================================================================================


                                    34
 23



                                                        1996                         1995

                                              Carrying     Percentage       Carrying     Percentage
                                                 Value       of Total          Value       of Total
                                                                                 
Property Type
Apartment                                      $ 6,452           6.55%       $     -              -%
Retail                                          57,367          58.19         14,653         100.00
Office building                                 19,473          19.76              -              -
Industrial                                       7,853           7.97              -              -
Other commercial                                 7,420           7.53              -              -
- -------------------------------------------------------------------------------------------------------
                                                98,565         100.00%        14,653         100.00%

Less: Allowance                                    303                             -
- -------------------------------------------------------------------------------------------------------
Total                                          $98,262                       $14,653
=======================================================================================================


The Company makes mortgage loans on income producing properties, such as
apartments, retail and office buildings, light warehouses and light
industrial facilities. Loan to value ratios at the time of loan approval are
80 percent or less for domestic mortgages and 90 percent or less for Chilean
mortgages.

The estimated fair value of the Company's mortgage loan portfolio at December
31, 1996 and 1995, was approximately $100.1 million and $14.7 million
respectively.

All domestic mortgage loans were originated in calendar year 1996. No loans
were delinquent and no specific loans have been deemed impaired as of
December 31, 1996 or 1995, in the mortgage loan portfolio. In 1996, the
Company recorded a valuation allowance of $303,000 to be used against
possible future losses on the loan portfolio.

The maturities of the mortgage loans are as follows (in thousands):



                                                  1996           1995
                                                        
Due within one year                            $     -        $     -
Due one year through five years                  3,299              -
Due after five years                            95,266         14,653
- ------------------------------------------------------------------------
                                                98,565         14,653
Less: Allowance                                    303              -
- ------------------------------------------------------------------------
Total                                          $98,262        $14,653
========================================================================


                              N O T E S  to  C O N S O L I D A T E D  35
                                  F I N A N C I A L  S T A T E M E N T S


 24

Note 5 REINSURANCE         On January 1, 1993, RGA Reinsurance entered into
an indemnity reinsurance agreement with General American pursuant to which
all of the business of General American's reinsurance division was
transferred to RGA Reinsurance, net of the financial effects of all other
retrocession agreements of the reinsurance division. As a result of the
indemnity reinsurance agreement and certain other related transactions, the
Company has all of the economic benefits and risks of the reinsurance
agreements whether under facultative or automatic reinsurance treaties. The
amounts stated in the consolidated financial statements reflect the aggregate
amounts of all such business retroceded to the Company.

Reinsurance contracts do not relieve the Company from its obligations to
policyholders or direct writing companies. Failure of retrocessionaires to
honor their obligations could result in losses to the Company; consequently,
allowances would be established for amounts deemed uncollectible. At December
31, 1996 and 1995, no allowances were deemed necessary. The Company evaluates
the financial condition of its reinsurers annually.

At December 31, 1996, there were no reinsurance premium receivables
associated with a single reinsurer with a carrying value in excess of 5% of
total assets.

The effect of reinsurance on premiums and amounts earned is as follows (in
thousands):



Years Ended December 31                           1996           1995           1994
                                                                  
Direct premiums and amounts assessed
  against policyholders                      $  44,210      $  36,385      $  12,126
Reinsurance assumed                            840,349        711,876        624,030
Reinsurance ceded                             (209,674)      (178,271)      (184,416)
- ---------------------------------------------------------------------------------------
Net premiums and amounts earned              $ 674,885      $ 569,990      $ 451,740
=======================================================================================



The effect of reinsurance on policyholder claims and other policy benefits is
as follows (in thousands):



Years Ended December 31                           1996           1995           1994
                                                                  
Direct                                        $ 41,598      $  31,431      $  10,574
Reinsurance assumed                            611,761        536,472        464,416
Reinsurance ceded                              (92,914)      (104,036)      (116,735)
- ---------------------------------------------------------------------------------------
Net policyholder claims and benefits          $560,445      $ 463,867      $ 358,255
=======================================================================================


The impact of reinsurance on life insurance in force is shown in the
following schedule (in millions):



                                                                                                          Assumed/
Life Insurance In Force                         Direct        Assumed          Ceded            Net          Net %
                                                                                            
December 31, 1996                                  $85       $168,339        $39,050       $129,374        130.12%
December 31, 1995                                   85        153,861         25,275        128,671        119.58%
December 31, 1994                                   98        142,374         20,748        121,724        116.97%



                                    36
 25

At December 31, 1996, RGA Reinsurance has provided $604,000,000 of statutory
financial reinsurance to other insurance companies under reinsurance
transactions to assist those companies in meeting applicable regulatory
requirements and to enhance those companies' financial strength. Generally,
such transactions are provided by RGA Reinsurance committing cash or assuming
insurance liabilities, and are secured by future profits on the reinsured
business.

RGA Reinsurance has retroceded approximately $527,800,000 of its assumed
financial reinsurance to third party companies, $66,900,000 to General
American, and $9,300,000 to RGA Barbados. RGA Reinsurance earns a return
based on the amount of net outstanding financial reinsurance. RGA Reinsurance
effects the retrocession through ceding insurance liabilities or receiving
cash from retrocessionaires.

Note 6 DEFERRED POLICY ACQUISITION COSTS       The following reflects the
amounts of policy acquisition costs deferred and amortized (in thousands):



Years Ended December 31                           1996           1995           1994
                                                                   
Deferred acquisition cost
   Assumed                                    $241,978       $192,116       $162,671
   Retroceded                                   (8,413)        (5,303)        (5,512)
   ------------------------------------------------------------------------------------
   Net                                        $233,565       $186,813       $157,159
   ====================================================================================

Beginning of year                             $186,813       $157,159       $141,438
   Capitalized
     Assumed                                   115,732         78,847         59,700
     Retroceded                                (16,993)        (7,860)        (8,237)
   Amortized
     Assumed                                   (65,870)       (49,402)       (44,153)
     Retroceded                                 13,883          8,069          8,411
     ----------------------------------------------------------------------------------
End of year                                   $233,565       $186,813       $157,159
=======================================================================================


Some reinsurance agreements involve reimbursing the ceding company for
allowances and commissions in excess of first year premiums. These amounts
represent an investment in the reinsurance agreement and are capitalized, to
the extent deemed recoverable from the future premiums, and amortized against
the future profits of the business. This type of agreement presents a risk to
the extent the business lapses faster than originally anticipated resulting
in future profits being insufficient to recover the Company's investment. The
Company recognizes this risk by reflecting systematic charges against
earnings each year in anticipation of some business ultimately lapsing at a
higher than expected rate. During 1996, one of the Company's reinsurance
agreements experienced significant lapses which resulted in the premature
termination of the agreement and recognition of an additional loss of $2.5
million in operations.

Note 7 INCOME TAX       Income tax expense attributable to income from
continuing operations consists of the following (in thousands):



Years Ended December 31                           1996           1995           1994
                                                                    
Current income tax                             $15,776        $11,406        $18,734
Deferred income tax expense                     10,211         12,289          3,227
Foreign current tax                              2,216          1,374            883
Foreign deferred tax                             3,484          2,079            786
- ---------------------------------------------------------------------------------------
Total income tax                               $31,687        $27,148        $23,630
=======================================================================================

                              N O T E S  to  C O N S O L I D A T E D  37
                                  F I N A N C I A L  S T A T E M E N T S


 26

Income tax expense attributable to income from continuing operations differed
from the amounts computed by applying the U.S. federal income tax rate of 35%
to pre-tax income as a result of the following (in thousands):



Years Ended December 31                                          1996           1995           1994
                                                                                   
Computed "expected" tax expense                               $30,471        $26,117        $22,531
Increase in income taxes resulting from:
   Foreign tax rate in excess of U.S. tax rate                    941            763            683
   Other, net                                                     275            268            416
   ---------------------------------------------------------------------------------------------------
   Total tax expense                                          $31,687        $27,148        $23,630
    ==================================================================================================


Total income taxes were as follows (in thousands):



Years Ended December 31                                          1996           1995           1994
                                                                                  
Income tax from continuing operations:                        $31,687        $27,148       $ 23,630
Income tax from stockholders' equity
   Unrealized holding gain or loss on debt and equity
    securities recognized for financial reporting purposes       (910)        33,496        (13,363)
   Exercise of stock options                                   (1,023)             -              -
   ---------------------------------------------------------------------------------------------------
    Total income tax provided                                 $29,754        $60,644       $ 10,267
    ==================================================================================================


The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and liabilities at December 31, 1996 and
1995, are presented below (in thousands):



Years Ended December 31                                                         1996           1995
                                                                                      
Deferred tax assets:
   Nondeductible accruals                                                   $  3,067        $ 1,630
   Differences between tax and financial reporting amounts
    concerning certain reinsurance transactions and reserve for policies      14,991          5,097
   Deferred acquisition costs capitalized for tax                              8,323          9,233
   Net operating loss                                                         21,876         10,477
   ---------------------------------------------------------------------------------------------------
    Subtotal                                                                  48,257         26,437
Valuation allowance                                                             (371)             -
- ------------------------------------------------------------------------------------------------------
    Total deferred assets                                                   $ 47,886        $26,437
    ==================================================================================================

Deferred tax liabilities:
   Deferred acquisition costs capitalized for financial reporting           $101,708        $66,655
   Pension plan overfunding                                                      231            274
   Differences in the tax basis of cash and invested assets                   19,222         20,609
   Other, net                                                                      -             68
   ---------------------------------------------------------------------------------------------------
    Total deferred liabilities                                               121,161         87,606
    --------------------------------------------------------------------------------------------------
    Net deferred liabilities                                                $ 73,275        $61,169
    ==================================================================================================


                                    38
 27


As of December 31, 1996, a valuation allowance for deferred tax assets of
$370,581 was provided on the net operating losses of RGA Australia,
Manantial, and RGA Holdings Limited (U.K.).There was no valuation allowance
required for deferred tax assets as of December 31, 1995. The Company has not
recognized a deferred tax liability for the undistributed earnings of its
wholly owned domestic and foreign subsidiaries because the Company currently
does not expect those unremitted earnings to become taxable to the Company in
the foreseeable future. This is due to the fact that the unremitted earnings
will not be repatriated in the foreseeable future, or because those
unremitted earnings that may be repatriated will not be taxable through the
application of tax planning strategies that management would utilize.

At December 31, 1996, the Company had capital loss carry forwards of
$897,000. During 1996, 1995, and 1994, the Company made approximately
$8,585,000, $18,948,000, and $28,942,000 in income tax payments,
respectively. At December 31, 1996, the Company recognized deferred tax
assets associated with net operating losses of approximately $61,400,000.
This net operating loss is expected to be utilized in the normal course of
business during the period allowed for carry forwards and in any event, will
not be lost due to the application of tax planning strategies that management
would utilize.

Note 8 EMPLOYEE BENEFIT PLANS      Most of the Company's U.S. employees
participate in a non-contributory multi-employer defined benefit pension plan
jointly sponsored by RGA Reinsurance and General American. The benefits are
based on years of service and compensation levels. RGA Reinsurance's funding
policy is to contribute the maximum amount deductible for federal income tax
purposes annually. The following table presents net periodic pension cost and
the plan's funded status (in thousands):



Years Ended December 31                                          1996           1995           1994
                                                                                    
Service cost                                                   $  267         $  175         $  189
Interest                                                          251            185            165
Return on plan assets and other                                  (294)          (284)          (292)
- ------------------------------------------------------------------------------------------------------
   Pension costs                                               $  224         $   76         $   62
   ===================================================================================================

Years Ended December 31                                          1996           1995           1994

Accumulated benefit obligation                                 $2,870         $2,867         $2,066
- ------------------------------------------------------------------------------------------------------
Projected benefit obligation for service rendered to date      $3,967         $3,963         $2,994
Plan assets at fair value                                       4,527          4,523          3,777
- ------------------------------------------------------------------------------------------------------
   Pension costs funded in advance                             $  560         $  560         $  783
   ===================================================================================================


The plan's accumulated benefit obligation valued as of December 31, 1996, was
$2,870,422, including vested benefits of $2,664,478. Total assets of the
entire plan exceeded the actuarial computed present value of vested and
non-vested benefits at January 1, 1996 and 1995. Significant assumptions
include discount rates of 7.25%, 7.50% and 7.00% and rates of increase in
future compensation levels of 4.50%, 5.50% and 4.50% for the years ended
December 31, 1996, 1995 and 1994, respectively.

Certain management individuals participate in several nonqualified defined
benefit and defined contribution plans sponsored by General American and RGA
Reinsurance. Those plans are unfunded and are deductible for federal income
tax purposes when the benefits are paid. Additionally, full-time salaried
employees with at least one year of service participate in a profit-sharing
plan sponsored by RGA Reinsurance which is tied to RGA's operating results.
Contributions to that plan have been determined annually by the RGA Board of
Directors and are based upon the salaries of eligible employees. Full vesting
occurs after five years of continuous service. Total expense to the Company
for the management defined benefit and defined contribution plans and the
employee profit-sharing plan was $1,189,613, $921,788, and $715,081 for 1996,
1995, and 1994, respectively.

                              N O T E S  to  C O N S O L I D A T E D  39
                                  F I N A N C I A L  S T A T E M E N T S


 28

The Company also provides certain health care and life insurance benefits for
retired employees through a self-insured plan. Employees become eligible for
these benefits if they meet minimum age and service requirements. The
retiree's cost for health care benefits varies depending upon the credited
years of service.


A summary of net periodic postretirement benefit costs and accumulated
postretirement benefit obligation follows (in thousands):



Years Ended December 31                           1996           1995           1994
                                                                       
Net periodic postretirement benefit costs:
   Service cost                                   $ 98           $ 84           $ 74
   Interest                                        135            138             69
   ------------------------------------------------------------------------------------
     Net cost                                     $233            222            143
     ==================================================================================


Years Ended December 31                           1996           1995           1994
                                                                       
Accumulated postretirement benefit obligation:
   Retirees                                     $   47         $    -           $  -
   Fully eligible active plan participants         430            352            243
   Other active plan participants                  856            748            635
   ------------------------------------------------------------------------------------
     Accrued postretirement benefit cost        $1,333         $1,100           $878
     ==================================================================================


The 1996 postretirement benefit costs assumes a weighted average annual rate
of increase in per capita cost of covered health care benefits of 8.0% and
7.0% for the indemnity and "HMO" plans, respectively. The trend rates
decrease gradually to 5.25% for 2009 and thereafter. The health care cost
trend rate assumption has a significant effect on the amounts reported.
Increasing the assumed health care trend rate one percentage point in each
year would increase the accumulated postretirement benefit obligation as of
December 31, 1996 by approximately $185,000 and the net periodic
postretirement benefit cost for 1996 by approximately $31,000. The weighted
average discount rate used in determining the accumulated postretirement
benefit obligation at December 31, 1996 was 7.25%. There are no plan assets.

Note 9 RELATED PARTY TRANSACTIONS       The Company and General American are
parties to shareholder agreements with the minority shareholders of Fairfield
Management Group Inc., a holding company for a reinsurance intermediary and
management company, which afford the minority shareholders certain
preferential shareholder rights (put and first refusal rights) which may be
exercised by the minority shareholders upon the occurrence of specified
future events. The Company does not believe that the exercise of these rights
will have a material adverse effect upon the Company's results of operations
or financial position in the future.

Effective January 1, 1993, Conning Asset Management Company, formerly known
as General American Investment Management Company, a wholly owned subsidiary
of General American, has provided investment advisory services to RGA, RGA
Reinsurance, RGA Barbados, Australian Holdings, and RGA Canada. These
services have been provided pursuant to written agreements at the rate of
 .09% of fixed income assets managed and .22% of mortgage loans managed,
payable quarterly, based on the book value of the portfolio managed at the
end of each calendar quarter. The cost for the years ended December 31, 1996,
1995, and 1994, was approximately $1,160,000, $616,000, and $409,000,
respectively.

Subject to written agreements, General American has historically provided
certain administrative services to RGA and RGA Reinsurance. Such services
include legal, treasury, employee benefit, payroll, and personnel. The cost
for the years ended December 31, 1996, 1995, and 1994, was approximately
$1,786,000, $1,474,000, and $842,000, respectively. Management does not
believe that the various amounts charged by General American to the Company
would be materially different if they had been incurred from an unrelated
third party.


                                    40
 29

Pursuant to a marketing agreement, beginning January 1, 1993, General
American agreed to amend and terminate its assumed and retrocession
reinsurance agreements only at the direction of RGA Reinsurance, thus giving
RGA Reinsurance the contractual right to direct future changes to existing
reinsurance agreements. General American charges RGA Reinsurance quarterly an
amount equal to, on an annual basis, 0.25% of specified policy-related
liabilities that are associated with existing and future treaties written by
General American for the benefit of RGA Reinsurance. RGA Reinsurance is
currently writing reinsurance business for its own account, and may, at its
sole option, terminate the marketing agreement at any time before its
expiration date of January 1, 2000. Payment under the agreement for the years
ended December 31, 1996, 1995, and 1994, was $186,000, $196,000, and
$265,000, respectively.

The Company has utilized the services of two consulting firms, relative to
which an executive officer of RGA has served or currently serves as a
principal. The Company uses the consulting firm primarily for market research
and development. Payments under consulting agreements for the years ended
December 31, 1996, 1995, and 1994, were approximately $588,000, $606,000 and
$489,000, respectively.

The Company conducts its business primarily from premises leased by RGA
Reinsurance. RGA Reinsurance made rental payments in 1996, 1995, and 1994 to
General American principally for office space of approximately $1,458,000,
$952,000 and $682,000, respectively.

The Company also has direct policies and reinsurance agreements with General
American and its subsidiaries. Under these agreements, the Company reflected
earned premiums of approximately $20,640,000, $32,107,000, and $24,322,000,
in 1996, 1995, and 1994, respectively. Underwriting gain on this business was
approximately $1,162,000, $183,000, and $509,000 in 1996, 1995, and 1994,
respectively. In 1996, 1995, and 1994 this business reflected positive net
cash flows of approximately $1,528,000, $26,645,000, and $5,415,000
respectively.

Note 10 LEASE COMMITMENTS       The Company leases office space and furniture
and equipment under non-cancelable operating lease agreements which expire at
various dates.

Future minimum office space annual rentals under non-cancelable operating
leases at December 31, 1996 are as follows:

                     1997              $2,453,306
                     1998               1,610,201
                     1999                 339,162
                     2000                 316,163
                     2001                 316,163

Rent expenses amount to approximately $2,551,000, $1,630,000, and $1,229,000
for the years ended December 31, 1996, 1995, and 1994, respectively.

Note 11 FINANCIAL CONDITION AND NET INCOME ON A STATUTORY BASIS-SUBSIDIARIES
The statutory basis financial condition of RGA Reinsurance and RGA Canada as
of December 31, 1996 and 1995, was as follows (in thousands):



                                                 RGA Reinsurance                  RGA Canada
                                                  1996           1995           1996           1995
                                                                               
Admitted assets                             $1,972,598     $1,364,546       $187,908       $149,196
Liabilities                                  1,766,731      1,186,168        151,540        116,988
- ---------------------------------------------------------------------------------------------------
Total capital and surplus                   $  205,867     $  178,378       $ 36,368       $ 32,208
===================================================================================================


                              N O T E S  to  C O N S O L I D A T E D  41
                                  F I N A N C I A L  S T A T E M E N T S


 30

The statutory basis net income of RGA Reinsurance and RGA Canada for the
periods indicated was as follows (in thousands):



                                            RGA Reinsurance                               RGA Canada
                                  1996            1995           1994           1996           1995           1994
                                                                                        
Net income                   $  25,988       $  25,422      $  19,973       $  4,389       $  3,464       $  2,412
==================================================================================================================


RGA Reinsurance is subject to statutory regulations that restrict the payment
of dividends. It may not pay dividends in any 12-month period in excess of
the greater of the prior year's statutory operating income or 10% of capital
and surplus at the preceding year-end, without regulatory approval.
Accordingly, dividends from RGA Reinsurance to its parent in 1997 are limited
to $25,988,000 without such regulatory approval. RGA Reinsurance has made no
dividend payments to RGA to date. The maximum amount available for dividends
by RGA Canada under the Canadian Minimum Continuing Capital and Surplus
Requirements (MCCSR) is $7.2 million.

Note 12 COMMITMENTS AND CONTINGENT LIABILITIES         From time to time, the
Company is subject to reinsurance-related litigation and arbitration in the
normal course of its business. Management does not believe that the Company
is a party to any such pending litigation or arbitration which would have a
material adverse effect on its future operations.

The Company has obtained letters of credit in favor of various unaffiliated
insurance companies from which the Company assumes business. This allows the
ceding company to take statutory reserve credit. The letters of credit issued
by banks represent a guarantee of performance under the reinsurance
agreements. At December 31, 1996, there was approximately $12,980,000 of
outstanding bank letters of credit to the favor of unaffiliated entities.

Note 13 SEGMENT INFORMATION         The following summarizes the Company's
principal operations (in thousands):



Years Ended December 31                                             1996              1995              1994
                                                                                         
U.S. ordinary life:
   Revenues                                                   $  618,571        $  497,368        $  402,184
   Income before income taxes and minority interest               80,011            62,646            63,099
   Total assets                                                2,353,778         1,588,824         1,129,909
   Aggregate depreciation and amortization                        34,582            32,793            25,625
Canadian ordinary life:
   Revenues                                                   $   78,549        $   60,315        $   50,162
   Income before income taxes and minority interest               13,436            10,880             6,817
   Total assets                                                  321,314           247,432           177,182
   Aggregate depreciation and amortization                         1,969             2,463             3,462
Accident and Health:
   Revenues                                                   $   58,869        $   48,852        $   49,751
   Income/(loss) before income taxes and minority interest        (4,120)             (698)           (5,420)
   Total assets                                                   48,818            53,656            49,399
   Aggregate depreciation and amortization                        15,888             6,827             6,836
Other International:
   Revenues                                                   $   74,040        $   61,597        $   23,698
   Income/(loss) before income taxes and minority interest        (2,266)            1,791              (122)
   Total assets                                                  169,744           100,022            37,803
   Aggregate depreciation and amortization                           578               454               758



Capital expenditures of each reporting segment were insignificant in the
periods noted.


                                    42
 31

Note 14 STOCK OPTIONS       The Company adopted the RGA Flexible Stock Plan
(the "Plan") in February 1993. The Plan provides for the award of benefits
(collectively "Benefits") of various types, including stock options, stock
appreciation rights ("SARs"), restricted stock, performance shares, cash
awards, and other stock based awards. Options are granted with an exercise
price equal to the stock's fair value at the date of grant. Information with
respect to grants follows.



                                                Shares               Options Outstanding           Weighted-Average
                                             Available            Shares           Options Price    Exercise Price
                                                                                              
Balance at December 31, 1993                   490,000           335,000           $26.00
Additional authorized                           41,250
Granted                                       (184,700)          184,700            27.50
- ---------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1994                   346,550           519,700            26.00-27.50
Additional authorized                           43,313
Granted                                        (32,154)           32,154            27.50                   $ 27.50
Exercised                                                         (7,500)           26.00                     26.00
Forfeited                                       13,600           (13,600)           26.00-27.50               26.84
- ---------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1995                   371,309           530,754            26.00-27.50               26.59
Additional authorized                           45,478
Granted                                       (119,588)          119,588            35.125-45.50             44.278
Exercised                                                       (155,000)           26.00                     26.00
Forfeited                                       13,709           (13,709)           26.00-27.50               27.23
- ---------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1996                   310,908           481,633           $26.00-$45.50            $ 31.16
=====================================================================================================================


Options granted in May 1993 are currently exercisable with respect to 100% of
the shares covered. The January 1994 and 1995 options represent multiple-year
block grants which vest over a period of two to eight years. The options are
exercisable for a period of up to ten years after date of grant. Options
granted in December 1996 totaling 105,500, vest in December 1999 and are
exercisable until May 2003. These options were granted in connection with the
exercise of some of the May 1993 options. Options granted in January 1996
totaling 14,088, represent a block grant which vests over a period of one to
six years. The January 1996 options are exercisable for a period of up to ten
years after date of grant.

At December 31, 1996, there were 310,908 additional shares available for
grant under the Plan. The per share weighted-average fair value of stock
options granted during 1996 and 1995 was $11.10 and $7.91 on the date of
grant using the Black-Scholes option-pricing model with the following
weighted-average assumptions: 1996-expected dividend yield of 0.7%, risk-free
interest rate of 5.90%, expected life of 3.3 years, and an expected rate of
volatility of the stock of 26% over the expected life of the options;
1995-expected dividend yield of 0.7%, risk-free interest rate of 7.72%,
expected life of 5.5 years, and an expected rate of volatility of the stock of
26% over the expected life of the options.

The Company applies APB Opinion No. 25 in accounting for its Plan and,
accordingly, no compensation cost has been recognized for its stock options
in the financial statements. Had the Company determined compensation cost
based on the fair value at the grant date for its stock options under
Statement of Financial Accounting Standards No. 123, the Company's net income
and earnings per share would have been reduced to the pro forma amounts
indicated below. The effects of applying Statement of Financial Accounting
Standards No. 123 may not be representative of the effects on reported net
income for future years.

                              N O T E S  to  C O N S O L I D A T E D  43
                                  F I N A N C I A L  S T A T E M E N T S


 32



                                                                    1996                1995
                                                                            
Net income (in thousands)                       As reported      $55,072             $47,291
                                                Pro forma        $54,999             $47,259
Primary earnings per share                      As reported      $  3.24             $  2.80
                                                Pro forma        $  3.23             $  2.80


At December 31, 1996 and 1995, the number of options exercisable was 181,492
and 334,827 respectively, and the weighted-average exercise price of those
options was $26.25 and $26.06 respectively. At December 31, 1996 and 1995,
the range of exercise prices and weighted-average remaining contractual life
of exercisable options was $26.00 to $35.125 and 6.77 years, and $26.00 to
$27.50 and 7.71 years, respectively. The weighted-average remaining
contractual life of outstanding options at December 31, 1996 and 1995, was
6.95 years and 7.89 years, respectively.

In January 1997, the Board approved the grant of an additional 123,800 stock
options at $45.625 per share under the Company's Flexible Stock Plan. The
options vest in 20% annual increments beginning January 1998.

Note 15 FINANCING ACTIVITIES       On March 19, 1996, RGA issued 7 1/4%
Senior Notes with a face value of $100,000,000 in accordance with Rule 144A
of the Securities Act of 1933, as amended. The net proceeds from the offering
were approximately $98,943,000, and interest is payable semiannually on April
1 and October 1, with the principal amount due April 1, 2006. The estimated
fair market value of the debt as of December 31, 1996, was approximately
$100,367,000. The ability of the Company to make debt principal and interest
payments as well as to make dividend payments to shareholders is ultimately
dependent on the earnings and surplus of subsidiaries and the investment
earnings on the undeployed debt proceeds. The transfer of funds from the
insurance subsidiaries to RGA is subject to applicable insurance laws and
regulations. In addition, the debt agreement contains certain restrictions
related to liens and the issuance and disposition of stock of restricted
subsidiaries. The Company must also comply with specific reporting
requirements with notices given to the fiscal agent at prescribed dates. As
of December 31, 1996, the Company was in compliance with all covenants under
its debt agreement.

On January 8, 1996, Australian Holdings established a $15,894,000 unsecured,
three month, revolving line of credit. The debt is guaranteed by the Company
and is utilized to provide operating capital to RGA Australia. The
outstanding balance at December 31, 1996, was $7,550,000, representing
drawdowns of $5,563,000 in January 1996 and $1,987,000 in July 1996.
Principal repayments are due in April 1997 and are expected to be renewed
under the terms of the line of credit. Interest is paid every three months at
a current rate between 7.03% and 7.08%. This agreement contains various
restrictive covenants which primarily pertain to limitations on the quality
and types of investments, minimum requirements of net worth, and minimum
rating requirements. Additionally, the Company must comply with several
financial covenant restrictions under the revolving credit agreement which
include defined ratios of consolidated funded debt to total capitalization
for RGA and for Australian Holdings. As of December 31, 1996, the Company was
in compliance with all covenants under this debt agreement.

Interest paid on debt during 1996 was $6,169,000.


                                    44
 33

Note 16 PARENT COMPANY FINANCIAL INFORMATION         The following are the
condensed balance sheets as of December 31, 1996, 1995 and 1994, and the
condensed statements of income and cash flows for the periods ended December
31, 1996, 1995, and 1994, for Reinsurance Group of America, Incorporated
(parent company only)(in thousands of dollars):



Years Ended December 31                                          1996           1995           1994
                                                                                  
Condensed Balance Sheets
Assets:
  Fixed maturity securities (available for sale)             $ 82,571       $ 11,518       $ 33,731
  Short-term investments                                       14,979         10,823            465
  Cash                                                            (44)            32             10
  Investment in subsidiaries                                  423,278        352,055        238,778
  Other assets                                                  4,706          2,246          3,282
  ----------------------------------------------------------------------------------------------------
    Total assets                                             $525,490       $376,674       $276,266
    ==================================================================================================
Liabilities and stockholders' equity:
  Long-term debt                                             $ 98,943       $      -       $      -
  Other liabilities                                               989           (255)          (522)
  Stockholders' equity                                        425,558        376,929        276,788
  ----------------------------------------------------------------------------------------------------
    Total liabilities and stockholders' equity               $525,490       $376,674       $276,266
    ==================================================================================================

Condensed Statements of Income
  Interest income                                            $  5,151       $  1,559       $  2,346
  Realized investments losses, net                               (150)          (409)          (494)
  Operating expenses                                           (2,051)        (2,037)          (896)
  Interest expense                                             (5,685)             -              -
  ----------------------------------------------------------------------------------------------------
    Income before income tax and undistributed
    earnings of subsidiaries                                   (2,735)          (887)           956
  Income tax expense (benefit)                                 (1,003)          (344)           342
  ----------------------------------------------------------------------------------------------------
    Net income before undistributed earnings of subsidiaries   (1,732)          (543)           614
  Equity in undistributed earnings of subsidiaries             56,804         47,834         39,811
  ----------------------------------------------------------------------------------------------------
    Net income                                               $ 55,072       $ 47,291       $ 40,425
    ==================================================================================================

Condensed Statements of Cash Flows
Operating activities:
  Net income                                                 $ 55,072       $ 47,291       $ 40,425
  Equity in earnings of subsidiaries                          (56,804)       (47,834)       (39,811)
  Other, net                                                    1,939          1,161            149
  ----------------------------------------------------------------------------------------------------
    Net cash provided by operating activities                     207            618            763
    ==================================================================================================
Investing activities:
  Sales of fixed maturity securities available for sale        24,444         23,623         26,465
  Purchases of fixed maturity securities available for sale   (95,959)             -         (4,138)
  Change in short-term investments                             (4,156)       (10,358)          (240)
  Payment for purchase of stock in subsidiaries                (4,482)        (5,259)        (8,277)
  Capital contributions to subsidiaries                       (18,054)        (2,000)             -
  ----------------------------------------------------------------------------------------------------
    Net cash provided by (used in) investing activities       (98,207)         6,006         13,810
    ==================================================================================================
Financing activities:
  Dividends to stockholders                                    (5,050)        (4,376)        (4,124)
  Acquisition of treasury stock                                     -         (2,422)       (11,265)
  Reissuance of treasury stock                                  4,031            196              -
  Proceeds from long-term debt issuance, net                   98,943              -              -
  ----------------------------------------------------------------------------------------------------
    Net cash provided by (used in) financing activities        97,924         (6,602)       (15,389)
    Net change in cash and cash equivalents                       (76)            22           (816)
  Cash and cash equivalents at beginning of year                   32             10            826
  ----------------------------------------------------------------------------------------------------
  Cash and cash equivalents at end of year                   $    (44)      $     32       $     10
  ====================================================================================================


                              N O T E S  to  C O N S O L I D A T E D  45
                                  F I N A N C I A L  S T A T E M E N T S


 34

INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholders
Reinsurance Group of America, Incorporated:

We have audited the accompanying consolidated balance sheets of Reinsurance
Group of America, Incorporated and subsidiaries (the Company) as of December
31, 1996 and 1995, and the related consolidated statements of income,
stockholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1996. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
Reinsurance Group of America, Incorporated and subsidiaries as of December
31, 1996 and 1995, and the results of their operations and their cash flows
for each of the years in the three-year period ended December 31, 1996, in
conformity with generally accepted accounting principles.




                                             /s/ KPMG Peat Marwick LLP

                                               KPMG Peat Marwick LLP

St. Louis, Missouri
February 7, 1997



                                    46
 35

REPORT OF MANAGEMENT RESPONSIBILITY FOR FINANCIAL STATEMENTS

The consolidated balance sheets of Reinsurance Group of America, Incorporated
and subsidiaries as of December 31, 1996 and 1995, and the related
consolidated statements of income, cash flows and stockholders' equity for
the years ended December 31, 1996, 1995, and 1994, have been prepared by
management, which is responsible for their integrity and objectivity. The
statements have been prepared in accordance with generally accepted
accounting principles and include some amounts that are based upon
management's best estimates and judgments. The financial information
contained elsewhere in this annual report is consistent with that contained
in the financial statements.

Management is responsible for establishing and maintaining a system of
internal control designed to provide reasonable assurance as to the integrity
and reliability of financial reporting. The concept of reasonable assurance
is based on the recognition that there are inherent limitations in all
systems of internal control, and that the cost of such systems should not
exceed the benefits derived therefrom. A professional staff of internal
auditors reviews, on an ongoing basis, the related internal control system
design, the accounting policies and procedures supporting this system, and
compliance therewith. Management believes this system of internal control
effectively meets its objective of reliable financial reporting.

In connection with annual audits, independent certified public accountants
perform an examination in accordance with generally accepted auditing
standards, which includes the consideration of the system of internal control
to the extent necessary to form an independent opinion on the financial
statements prepared by management.

The Board of Directors, through its Audit Committee, which is composed solely
of directors who are not employees of the Company, is responsible for
overseeing the integrity and reliability of the Company's accounting and
financial reporting practices and the effectiveness of its system of internal
controls. The independent certified public accountants and internal auditors
meet regularly with, and have access to, this committee, with and without
management present, to discuss the results of their audit work.




/s/ Richard A. Liddy                  /s/ A. Greig Woodring
Richard A. Liddy                      A. Greig Woodring
Chairman of the Board of Directors    President and Chief Executive Officer




/s/ Jack B. Lay                       /s/ Todd C. Larson
Jack B. Lay                           Todd C. Larson
Executive Vice President and          Vice President and Controller
Chief Financial Officer


                                    47
 36

SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

The consolidated selected financial data presented below for, and as of the
end of, each of the years in the five-year period ended December 31, 1996,
have been prepared in accordance with generally accepted accounting
principles prescribed for stock life companies. The consolidated financial
statements represent the reinsurance operations of General American as if
those operations were consolidated with RGA in 1992. In 1993, the reinsurance
operations were transferred or contributed to RGA from General American along
with the related assets and liabilities of the reinsurance operations. All
amounts shown are in millions, except per share and operating data. The
following selected financial data should be read in conjunction with the
Notes to the Consolidated Financial Statements.



Years Ended December 31,                                1996          1995        1994        1993       1992
                                                                                       
Operating data
Revenues:
  Net premiums                                      $  674.9      $  570.0    $  451.7    $  379.9    $ 369.4
  Net investment income                                136.8          90.1        71.3        60.3       46.6
  Realized investment gains, net                         0.9             -         0.8         3.6        1.9
  Other revenue                                         17.4           8.0         1.9         2.7        2.6
  --------------------------------------------------------------------------------------------------------------
   Total revenues                                      830.0         668.1       525.7       446.5      420.5
   =============================================================================================================
Benefits and Expenses:
  Claims and other policy benefits                     560.4         463.8       358.2       301.1      287.6
  Policy acquisition costs
   and other insurance expenses                        136.5          98.1        78.6        70.9       74.8
  Other operating expenses                              39.8          31.6        24.5        19.6       15.9
  Interest expense                                       6.2             -           -           -          -
  --------------------------------------------------------------------------------------------------------------
   Total benefits and expenses                         742.9         593.5       461.3       391.6      378.3
   =============================================================================================================
  Income before income taxes
   and minority interest                                87.1          74.6        64.4        54.9       42.2
  Income tax expense                                    31.7          27.1        23.7        20.2       15.4
  Minority interest                                      0.3           0.2         0.3         0.6        1.0
  --------------------------------------------------------------------------------------------------------------
  Net income                                        $   55.1      $   47.3    $   40.4    $   34.1    $  25.8
  --------------------------------------------------------------------------------------------------------------
Earnings per share                                  $   3.24      $   2.80    $   2.36    $   2.24    $  2.41
Cash dividends per share                            $   0.30      $   0.26    $   0.24    $   0.12          -
- ----------------------------------------------------------------------------------------------------------------
  Weighted average common shares,
   in thousands                                       17,004        16,883      17,152      15,157     10,725
   =============================================================================================================

Balance Sheet Data
Total investments                                   $2,272.0      $1,405.5    $1,016.6    $  920.6    $ 608.4
Total assets                                         2,893.7       1,989.9     1,394.3     1,249.6      865.4
Policy liabilities                                   2,068.6       1,408.3     1,043.9       886.5      709.8
Total debt                                             106.5             -           -           -          -
Stockholders' equity                                   425.6         376.9       276.8       279.4      101.0
Stockholders' equity per share                         25.03         22.41       16.37       16.09       9.42

Operating Data (in billions)
Assumed ordinary life reinsurance
  business in force                                 $  168.3      $  153.9    $  142.4    $  114.7    $ 104.9
Assumed new business production                         37.9          36.0        43.2        24.7       26.0



                                    48
 37

Quarterly Data (unaudited)



Years Ended December 31
(dollars in thousands, except per share data)
                                                              First           Second            Third          Fourth
                                                                                              
1996
Total revenues                                          $   200,422      $   201,491      $   192,038     $   236,078
Income before income taxes and minority interest             17,028           21,608           20,679          27,746
Net income                                              $    10,536      $    13,460      $    12,617     $    18,459
Outstanding common shares                                16,824,396       16,829,796       16,833,896      16,976,896
Net income per share                                    $       .62      $       .79      $       .74     $      1.08
Market price of common stock:
   Quarter end                                               36 5/8           37 3/4           43 7/8          47 1/8
   Common stock price, high                                  41 1/8           41 5/8           44 1/4          49 1/2
   Common stock price, low                                   33 7/8           36 5/8           36 7/8          43 1/4

1995
Total revenues                                          $   160,509      $   151,199      $   163,693     $   192,731
Income before income taxes and minority interest             14,547           18,157           17,432          24,483
Net income                                              $     8,888      $    11,550      $    11,216     $    15,637
Outstanding common shares                                16,820,396       16,820,396       16,820,396      16,821,896
Net income per share                                    $      0.53      $      0.69      $      0.66     $      0.92
Market price of common stock:
   Quarter end                                               27 1/8           28 5/8           35 1/4          36 5/8
   Common stock price, high                                  27 7/8           29               35 1/4          36 5/8
   Common stock price, low                                   23 7/8           24 7/8           28              30 1/4


Reinsurance Group of America, Incorporated common stock is traded on the New
York Stock Exchange (NYSE) under the symbol "RGA." There were 147
stockholders of record of RGA's common stock on March 3, 1997.


                                    49
 38

MANAGEMENT AND SHAREHOLDERS' INFORMATION

Directors and Executive Officers

J. Cliff Eason
Director
President and CEO,
Southwestern Bell Communications, Inc.

Bernard A. Edison
Former President,
Edison Brothers Stores, Inc.

Dennis F. Hardcastle
Director
Retired President, Group America Insurance

Richard A. Liddy
Chairman of the Board and Director

William A. Peck, M.D.
Director
Executive Vice Chancellor for Medical Affairs
and Dean of the School of Medicine,
Washington University in St. Louis

Leonard M. Rubenstein
Treasurer and Director
Chairman, CEO and CIO, Conning Corporation

William P. Stiritz
Director
Chairman of the Board, President and Chief
Executive Officer, Ralston Purina Company

H. Edwin Trusheim
Director
Retired Chairman of the Board,
General American Life Insurance Company

A. Greig Woodring
President, Chief Executive Officer and Director

David B. Atkinson
Executive Vice President
and Chief Operating Officer

Bruce E. Counce
Executive Vice President and
Chief Corporate Operating Officer

Jack B. Lay
Executive Vice President and
Chief Financial Officer

Graham S. Watson
Executive Vice President and
Chief Marketing Officer

Brendan J. Galligan
Senior Vice President
Asia Pacific Division

Joel S. Iskiwitch
Senior Vice President
Accident and Health Division

Paul Nitsou
Senior Vice President
Market Development Division

Paul A. Schuster
Senior Vice President
U.S. Division

Kenneth D. Sloan
Senior Vice President
U.S. Facultative Division

Matthew P. McCauley
General Counsel and Secretary



Shareholder Information

Annual Meeting:
The annual meeting of the shareholders will be held
Thursday, May 15, 1997 at 4:00 p.m.
at the Ritz-Carlton Hotel
100 Carondelet Plaza
St. Louis, MO

Transfer Agent:
Boatmen's Trust Company
St. Louis, Missouri

Independent Auditors:
KPMG Peat Marwick LLP


Annual Report Form 10-K:
Reinsurance Group of America, Incorporated
files with the Securities and Exchange Commission
an Annual Report (Form 10-K). Shareholders may obtain
a copy of the Form 10-K report without charge by writing to:

      Jack B. Lay
      Chief Financial Officer
      660 Mason Ridge Center Drive
      St. Louis, MO 63141

Or, shareholders may request financial reports through
our Internet site at http://www.rgare.com.


                                    50

 1
                                                          Exhibit 21.1

                           SUBSIDIARIES OF
              REINSURANCE GROUP OF AMERICA, INCORPORATED



G.A. Canadian Holdings, Limited, New Brunswick corporation
      RGA Canada Management Company, Ltd., New Brunswick corporation
      RGA Life Reinsurance Company of Canada, Quebec corporation

Manantial Seguros de Vida, S.A., Argentine corporation

RGA Australian Holding PTY, Limited, Australian corporation
      RGA Reinsurance Company of Australia Limited,  Australian
       corporation

RGA Holdings Limited (U.K.), United Kingdom corporation
      RGA Managing Agency Limited U.K., United Kingdom corporation
      RGA Capital Limited U.K., United Kingdom corporation

RGA Reinsurance Company, Missouri corporation
      Fairfield Management Group, Inc., Missouri corporation
            Great Rivers Reinsurance Management, Inc., Missouri
             corporation
            Reinsurance Partners, Inc., Missouri corporation
            RGA (U.K.) Underwriting Agency Ltd., United Kingdom
             corporation

RGA Reinsurance Company (Barbados) Ltd., Barbados corporation

RGA Reinsurance Company (Bermuda) Ltd., Bermuda corporation

RGA Sudamerica, S.A., Chilean corporation
      RGA Reinsurance Company Chile S.A., Chilean corporation
      BHIF America Seguros de Vida S.A., Chilean corporation


                                    58

 1
                                                          Exhibit 23.1




      The Board of Directors and Stockholders
      Reinsurance Group of America, Incorporated:

      We consent to incorporation by reference in registration
      statement (No. 33-62274) on Form S-8 of Reinsurance Group
      of America, Incorporated of our report dated February 7,
      1997, relating to the consolidated balance sheets of
      Reinsurance Group of America, Incorporated and
      subsidiaries as of December 31, 1996 and 1995, and the
      related consolidated statements of income, stockholders'
      equity, and cash flows for each of the years in the
      three-year period ended December 31, 1996, and all
      related schedules, which report appears in the December
      31, 1996, annual report on Form 10-K of Reinsurance Group
      of America, Incorporated.


                                 /s/ KPMG Peat Marwick LLP









      St. Louis, Missouri
      March 24, 1997


                                    59

 1
                                                          Exhibit 24.1

              REINSURANCE GROUP OF AMERICA, INCORPORATED


                          POWER  OF ATTORNEY
                          ------------------


I, the undersigned, as a director or officer of Reinsurance
Company of America, Incorporated hereby constitute David B.
Atkinson, Jack B. Lay and Matthew P. McCauley, and each of them
singly, with full power to sign for me, in my name and in the
capacity checked below, the annual report of Reinsurance Group of
America, Incorporated for 1996 on Form 10-K and any and all
amendments to this report with the Securities and Exchange
Commission and I hereby ratify and confirm my signature as it may
be signed by the above-mentioned people to said Form 10-K and to
any and all amendments thereto.

Witness my hand on the date set forth below.




Signature
- ---------


                                                 ---------             ---------
   /s/ H. Edwin Trusheim                Director     X        Officer
- --------------------------------                 ---------             ---------


  H. Edwin Trusheim
- ------------------------------------
Name (Typed or printed)


Date            2/26/97
      ------------------------------






                                    60
 2

                                                          Exhibit 24.1

              REINSURANCE GROUP OF AMERICA, INCORPORATED


                          POWER  OF ATTORNEY
                          ------------------


I, the undersigned, as a director or officer of Reinsurance Company
of America, Incorporated hereby constitute David B. Atkinson, Jack
B. Lay and Matthew P. McCauley, and each of them singly, with full
power to sign for me, in my name and in the capacity checked below,
the annual report of Reinsurance Group of America, Incorporated for
1996 on Form 10-K and any and all amendments to this report with
the Securities and Exchange Commission and I hereby ratify and
confirm my signature as it may be signed by the above-mentioned
people to said Form 10-K and to any and all amendments thereto.

Witness my hand on the date set forth below.




Signature
- ---------


                                                 ---------             ---------
   /s/ William P. Stiritz               Director     X        Officer
- --------------------------------                 ---------             ---------


  William P. Stiritz
- ------------------------------------
Name (Typed or printed)


Date            2/10/97
      ------------------------------






                                    61
 3

                                                          Exhibit 24.1

              REINSURANCE GROUP OF AMERICA, INCORPORATED


                          POWER  OF ATTORNEY
                          ------------------


I, the undersigned, as a director or officer of Reinsurance Company
of America, Incorporated hereby constitute David B. Atkinson, Jack
B. Lay and Matthew P. McCauley, and each of them singly, with full
power to sign for me, in my name and in the capacity checked below,
the annual report of Reinsurance Group of America, Incorporated for
1996 on Form 10-K and any and all amendments to this report with
the Securities and Exchange Commission and I hereby ratify and
confirm my signature as it may be signed by the above-mentioned
people to said Form 10-K and to any and all amendments thereto.

Witness my hand on the date set forth below.




Signature
- ---------


                                                 ---------             ---------
   /s/ Leonard M. Rubenstein            Director     X        Officer
- --------------------------------                 ---------             ---------


  Leonard M. Rubenstein
- ------------------------------------
Name (Typed or printed)


Date            2/9/97
      ------------------------------






                                    62
 4

                                                          Exhibit 24.1

              REINSURANCE GROUP OF AMERICA, INCORPORATED


                          POWER  OF ATTORNEY
                          ------------------


I, the undersigned, as a director or officer of Reinsurance Company
of America, Incorporated hereby constitute David B. Atkinson, Jack
B. Lay and Matthew P. McCauley, and each of them singly, with full
power to sign for me, in my name and in the capacity checked below,
the annual report of Reinsurance Group of America, Incorporated for
1996 on Form 10-K and any and all amendments to this report with
the Securities and Exchange Commission and I hereby ratify and
confirm my signature as it may be signed by the above-mentioned
people to said Form 10-K and to any and all amendments thereto.

Witness my hand on the date set forth below.




Signature
- ---------


                                                 ---------             ---------
   /s/ William A. Peck                  Director     X        Officer
- --------------------------------                 ---------             ---------


     William A. Peck
- ------------------------------------
Name (Typed or printed)


Date            2/10/97
      ------------------------------






                                    63
 5

                                                          Exhibit 24.1

              REINSURANCE GROUP OF AMERICA, INCORPORATED


                          POWER  OF ATTORNEY
                          ------------------


I, the undersigned, as a director or officer of Reinsurance Company
of America, Incorporated hereby constitute David B. Atkinson, Jack
B. Lay and Matthew P. McCauley, and each of them singly, with full
power to sign for me, in my name and in the capacity checked below,
the annual report of Reinsurance Group of America, Incorporated for
1996 on Form 10-K and any and all amendments to this report with
the Securities and Exchange Commission and I hereby ratify and
confirm my signature as it may be signed by the above-mentioned
people to said Form 10-K and to any and all amendments thereto.

Witness my hand on the date set forth below.




Signature
- ---------


                                                 ---------             ---------
   /s/ Richard A. Liddy                 Director     X        Officer
- --------------------------------                 ---------             ---------


     Richard A. Liddy
- ------------------------------------
Name (Typed or printed)


Date            2/7/97
      ------------------------------






                                    64
 6

                                                          Exhibit 24.1

              REINSURANCE GROUP OF AMERICA, INCORPORATED


                          POWER  OF ATTORNEY
                          ------------------


I, the undersigned, as a director or officer of Reinsurance Company
of America, Incorporated hereby constitute David B. Atkinson, Jack
B. Lay and Matthew P. McCauley, and each of them singly, with full
power to sign for me, in my name and in the capacity checked below,
the annual report of Reinsurance Group of America, Incorporated for
1996 on Form 10-K and any and all amendments to this report with
the Securities and Exchange Commission and I hereby ratify and
confirm my signature as it may be signed by the above-mentioned
people to said Form 10-K and to any and all amendments thereto.

Witness my hand on the date set forth below.




Signature
- ---------


                                                 ---------             ---------
   /s/ Dennis F. Hardcastle             Director     X        Officer
- --------------------------------                 ---------             ---------


     Dennis F. Hardcastle
- ------------------------------------
Name (Typed or printed)


Date            2/11/97
      ------------------------------






                                    65
 7

                                                          Exhibit 24.1

              REINSURANCE GROUP OF AMERICA, INCORPORATED


                          POWER  OF ATTORNEY
                          ------------------


I, the undersigned, as a director or officer of Reinsurance Company
of America, Incorporated hereby constitute David B. Atkinson, Jack
B. Lay and Matthew P. McCauley, and each of them singly, with full
power to sign for me, in my name and in the capacity checked below,
the annual report of Reinsurance Group of America, Incorporated for
1996 on Form 10-K and any and all amendments to this report with
the Securities and Exchange Commission and I hereby ratify and
confirm my signature as it may be signed by the above-mentioned
people to said Form 10-K and to any and all amendments thereto.

Witness my hand on the date set forth below.




Signature
- ---------


                                                 ---------             ---------
   /s/ Bernard Edison                   Director     X        Officer
- --------------------------------                 ---------             ---------


     Bernard Edison
- ------------------------------------
Name (Typed or printed)


Date            2/17/97
      ------------------------------






                                    66
 8

                                                          Exhibit 24.1

              REINSURANCE GROUP OF AMERICA, INCORPORATED


                          POWER  OF ATTORNEY
                          ------------------

I, the undersigned, as a director or officer of Reinsurance Company
of America, Incorporated hereby constitute David B. Atkinson, Jack
B. Lay and Matthew P. McCauley, and each of them singly, with full
power to sign for me, in my name and in the capacity checked below,
the annual report of Reinsurance Group of America, Incorporated for
1996 on Form 10-K and any and all amendments to this report with
the Securities and Exchange Commission and I hereby ratify and
confirm my signature as it may be signed by the above-mentioned
people to said Form 10-K and to any and all amendments thereto.

Witness my hand on the date set forth below.




Signature
- ---------


                                                 ---------             ---------
   /s/ J. C. Eason                      Director     X        Officer
- --------------------------------                 ---------             ---------


       J. C. Eason
- ------------------------------------
Name (Typed or printed)


Date            2/10/97
      ------------------------------


                                    67

 

            7

THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE CONSOLIDATED FINANCIAL
STATEMENTS OF THE REGISTRANT AND IS QUALIFED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS


         1,000
       
                                
                            12-MOS
                   DEC-31-1996
                      JAN-01-1996
                        DEC-31-1996
                  1,517,264
                         0
                           0
                                5,997
                               98,262
                                 0
                        2,272,048
                                   13,145
                       59,618
                  233,565
                        2,893,654
                       1,862,284
                           0
                          206,284
                         0
                         106,493
                         0
                                   0
                                    174
                              425,384
          2,893,654
                              674,885
                     136,828
                          930
                           17,386
                              560,445
              51,987
                     84,522
                          87,061
                                  0
                      55,374
                                0
                               0
                                     0
                             55,072
                              3.24
                              3.24
                                0
                           0
                             0
                            0
                              0
                               0
                       0