SEC Filing | Reinsurance Group of America, Inc

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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of
the Commission Only
(as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

Reinsurance Group of America, Incorporated
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(Name of Registrant as Specified in Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the
date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(4) Dated Filed:

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Reinsurance
-------------------------
[RGA logo] Group of America,
-------------------------
Incorporated
-------------------------

NOTICE OF THE ANNUAL MEETING OF
THE STOCKHOLDERS OF
REINSURANCE GROUP OF AMERICA, INCORPORATED

St. Louis, Missouri
April 11, 1997

TO THE STOCKHOLDERS OF
REINSURANCE GROUP OF AMERICA, INCORPORATED

The Annual Meeting of the Stockholders of Reinsurance Group of America,
Incorporated will be held at the Ritz-Carlton Hotel, Consulate Room,
100 Carondelet Plaza, Clayton, Missouri on Thursday, May 15, 1997, commencing
at 4:00 p.m., at which meeting only holders of record of the Company's Common
Stock at the close of business on March 31, 1997 will be entitled to vote, for
the following purposes:

1. To elect three directors;

2. To transact such other and further business, if
any, as properly may be brought before the meeting.

REINSURANCE GROUP OF AMERICA,
INCORPORATED

By /s/ Richard A. Liddy

Chairman of the Board

/s/ Matthew P. McCauley
Secretary

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

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Reinsurance
-------------------------
[RGA logo] Group of America,
-------------------------
Incorporated
-------------------------

REINSURANCE GROUP OF AMERICA, INCORPORATED
660 Mason Ridge Drive, St. Louis, Missouri 63141

PROXY STATEMENT

FOR THE
ANNUAL MEETING OF THE STOCKHOLDERS
TO BE HELD MAY 15, 1997
RITZ-CARLTON HOTEL, CLAYTON, MISSOURI

This proxy statement is furnished to the holders of Common Stock of
Reinsurance Group of America, Incorporated (the "Company" or "RGA") in
connection with the solicitation of proxies for use in connection with the
Annual Meeting of the Stockholders to be held May 15, 1997, and all
adjournments and postponements thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting of the Stockholders. Such holders are
hereinafter referred to as the "Stockholders." The Company is first mailing
this proxy statement and the enclosed form of proxy to Stockholders on or
about April 11, 1997.

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

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

The close of business on March 31, 1997 has been fixed as the record
date for the determination of the Stockholders entitled to vote at the Annual
Meeting of the Stockholders. As of the record date, 16,978,896 shares of
Common Stock were outstanding and entitled to be voted at such meeting, with
145 holders of record. Stockholders will be entitled to cast one vote on each
matter for each share of Common Stock held of record on the record date.

A copy of the Company's Annual Report to Stockholders for the fiscal
year ended December 31, 1996 accompanies this proxy statement.

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

ELECTION OF DIRECTORS

Nominees and Continuing Directors

The Board of Directors is divided into three classes, with the terms of
office of each class ending in successive years. At the Annual Meeting, three
directors of the Company are to be elected for terms expiring at the Annual
Meeting in 2000, or until their respective successors have been elected and
have qualified. Certain information with respect to the nominees for election
as directors proposed by the Company and the other directors whose terms of
office as directors will continue after the Annual Meeting is set forth below.
Each of the nominees and directors has served in his principal occupation for
the last five fiscal years, unless otherwise indicated. Should any one or more
of the nominees be unable or unwilling to serve (which is not expected), the
proxies (except proxies marked to the contrary) will be voted for such other
person or persons as the Board of Directors of the Company may recommend. With
the exception of Stuart I. Greenbaum, all nominees are currently directors of
the Company. Mr. Greenbaum has been nominated by the Nominating Committee of
the Board of Directors to replace Dennis F. Hardcastle, who has notified the
Company of his intent to resign on the date of the Annual Meeting, subject to
the election and qualification of his successor. All of the nominees for
director have agreed to serve if elected.

Served as
Director
Name, Age, Principal Occupation or Position, Other Directorships Since
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TO BE ELECTED FOR TERMS ENDING IN 2000:

Bernard A. Edison, 69
President of Edison Brothers Stores, Inc. ("Edison Brothers") from 1968 1993
through his retirement in 1987; director and Chairman of the Finance Committee
of the Board of Directors of Edison Brothers until 1989, and director emeritus
from 1989 through 1996. He is a director of General American Life Insurance
Company and Anheuser-Busch Companies, Inc. and an advisory director of
Mercantile Bancorporation.

Stuart I. Greenbaum, 60
Dean of the John M. Olin School of Business at Washington University since --
July 1995. Prior to such time, he spent 20 years at the Kellogg Graduate
School of Management at Northwestern University where he was Director of the
Banking Research Center and Norman Strunk Distinguished Professor of Financial
Institutions. From 1988 to 1992, he served as Kellogg's Associate Dean for
Academic Affairs. Mr. Greenbaum has served on the Federal Savings and Loan
Advisory Council and the Illinois Task Force on Financial Services, and has
been a consultant for the American Bankers Association, the Bank
Administration Institute, the Comptroller of the Currency, the Federal Reserve
System, and the Federal Home Loan Bank System, among others. From 1985 to
1990, he was an outside director of Imperial Corporation of America and its
subsidiary, Imperial Savings Association, a savings and loan association that
became subject to control of the Office of Thrift Supervision in 1990.

Richard A. Liddy, 61
Chairman of the Board of the Company. Also President, Chief Executive Officer 1993
and Chairman of the Board of General American Life Insurance Company. From
1982 through 1988, he was Senior Vice President and Executive Vice President
of Continental Corporation, and President, Financial Services Group of
Continental Insurance Company. He is also Chairman of the Board of General
American Capital Company and The Walnut Street Funds, Inc., each a registered
investment company, Chairman of Paragon Life Insurance Company, Chairman of
Security Equity Life Insurance Company, Chairman of Security Mutual Life
Insurance Company of New York and a director of Brown Group, Inc., Union
Electric Company, and Ralston Purina Company.

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Served as
Director
Name, Age, Principal Occupation or Position, Other Directorships Since
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TO CONTINUE IN OFFICE UNTIL 1998:

William A. Peck, M.D., 63
Executive Vice Chancellor for Medical Affairs and Dean of the School of 1993
Medicine of Washington University since 1989. From 1976 to 1989, he was
Physician in Chief of The Jewish Hospital of St. Louis. He is a director of
Hologic, Inc., Boatmen's Trust Company, and Allied Health Care Products, Inc.

William P. Stiritz, 62
Chairman of the Board and Chief Executive Officer of Ralston Purina Company 1993
since 1981 and currently President of Ralston Purina Company. He has held
various other positions with Ralston Purina Company since 1964. He is a
director of General American Life Insurance Company, Angelica Corporation,
Ball Corporation, The May Department Stores Company, Ralcorp Holdings, Inc.,
and Interstate Bakeries Corporation.

A. Greig Woodring, 45
President and Chief Executive Officer of the Company. Mr. Woodring is also an 1993
executive officer of General American Life Insurance Company, in charge of all
reinsurance business. He has headed General American's reinsurance business
since 1986. He also serves as a director and officer of a number of the
Company's subsidiaries.

TO CONTINUE IN OFFICE UNTIL 1999:

J. Cliff Eason, 49
President and Chief Executive Officer of Southwestern Bell Communications, 1993
Inc. since January 1996. President and Chief Executive Officer of Southwestern
Bell Services from July 1995 through December 1995. President of Network
Services of Southwestern Bell Telephone Company from July 1993 through June
1995. From July 1992 through July 1993, Mr. Eason was President of
Southwestern Bell Telephone Company of the Midwest ("Telephone Company"). From
May 1991 through June 1992, he was President of Metromedia Paging Services, a
subsidiary of Southwestern Bell Corporation (currently called SBC
Communications, Inc.). He was Senior Vice President - Strategic Planning for
Southwestern Bell Corporation from October 1990 through April 1991. From 1989
to 1990, he served as Vice President of Network Distribution Services for the
Telephone Company's Texas Division. Prior to 1989, Mr. Eason held various
other positions with Southwestern Bell Corporation.

Leonard M. Rubenstein, 51
Chief Executive Officer and Chairman of Conning Corporation and its 1993
subsidiary, Conning Asset Management Company, a registered investment advisor.
Conning Corporation is a subsidiary of General American. He served as
Executive Vice President of Investments for General American Life Insurance
Company from 1991 to January 1997 and as Treasurer from 1991 to 1995. From
1984 to 1991, he served as Vice President of General American Life Insurance
Company. He is Treasurer of General American Capital Company, a registered
investment company.

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Served as
Director
Name, Age, Principal Occupation or Position, Other Directorships Since
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H. Edwin Trusheim, 69
In 1995, he retired as Chairman of the Board of General American Life 1993
Insurance Company, where he was Chief Executive Officer until his retirement
in 1992. He served as President of General American Life Insurance Company
from 1979 to 1988 and was elected Chief Executive Officer in 1981 and Chairman
of the Board in 1986. He is also a director of Angelica Corporation, General
American Life Insurance Company, Laclede Gas Company, RehabCare Corporation,
and Venture Stores Inc.

Committees and Meetings of the Board of Directors

The Board of Directors met five times during 1996. Each incumbent
director attended at least 75% of the meetings of the Board and committees on
which he served during 1996.

The Board of Directors has an Audit Committee, a Nominating Committee,
and a Compensation Committee. The Audit Committee, of which Messrs. Eason
(Chairman), Hardcastle, and Peck are members, met three times in 1996. This
Committee is responsible for overseeing the integrity and reliability of the
Company's accounting and financial reporting practices and the effectiveness
of its system of controls. It also recommends a public accounting firm to be
retained for the coming year and reviews the work to be done by such firm. The
Compensation Committee establishes and oversees the compensation policies of
the Company's operating subsidiaries and determines executive compensation.
The Committee, which consists of Messrs. Edison (Chairman), Eason, Hardcastle,
Peck, and Stiritz, held five meetings in 1996. See "Executive Compensation --
Compensation Committee Report on Executive Compensation." It is expected that
Mr. Greenbaum will replace Mr. Hardcastle on the Audit Committee and
Compensation Committee. The Nominating Committee, of which Messrs. Peck
(Chairman), Eason, Edison, Stiritz, and Trusheim are members, did not meet
during 1996. This Committee nominates directors and will accept
recommendations for nominations as directors from Stockholders. Stockholders
wishing to propose nominees to the Nominating Committee for consideration
should, by the first week of January, notify in writing the Secretary of the
Company, who will inform the members of the Nominating Committee of such
nominees.

Director Compensation

Officers of the Company, General American Life Insurance Company
("General American"), or any subsidiary of General American do not receive any
additional compensation for serving the Company as members of the Board of
Directors or any of its committees. During 1996, directors who are not
employees of the Company, General American, or any of its subsidiaries
("Non-Employee Directors") were paid an annual retainer fee of $12,000, and
were paid $1,000 for each Board meeting attended in person, $500 for each
telephonic Board meeting attended, $500 for each committee meeting attended in
person (except the committee chairman, who was paid $750) and $250 for each
telephonic committee meeting attended (except the committee chairman, who was
paid $375). Effective January 1, 1997, the annual retainer was increased to
$20,000 and the committee meeting attendance fee was increased to $750 ($1,000
for the committee chairman). In addition, the Company also reimburses
directors for out-of-pocket expenses incurred in connection with attending
Board and committee meetings. Of the $20,000 annual retainer for 1997, $8,000
is payable in shares of the Company's Common Stock at the Annual Meeting.
Also on the date of the Annual Meeting, each Non-Employee Director will be
granted an option to purchase 1,000 shares of Common Stock with an exercise
price equal to the closing price of the Common Stock on such date.

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Non-Employee Directors also received 100 performance units last year and
had the option to receive an additional grant of performance units in lieu of
their retainer and meeting fees. A performance unit is a hypothetical share of
Common Stock of the Company based upon the fair market value of the Common
Stock at the time of the grant. Performance units are not transferable and are
subject to forfeiture unless held until the director ceases to be a director
by reason of retirement, death, or disability. Upon such an event, the Company
will issue cash or shares of Common Stock in an amount equal to the value of
the performance units. Effective January 1, 1997, Non-Employee Directors will
no longer receive 100 performance units annually, although they may continue
to elect to receive performance units in lieu of their retainer and meeting
fees (including any stock portion).

All such stock, options and performance units will be issued pursuant to
the Flexible Stock Plan for Directors, which was adopted effective January 1,
1997. Performance units granted prior to such time were issued under the
Phantom Stock Plan for Directors.

In January 1997, Richard A. Liddy, Chairman of the Board, was granted a
three-year block grant to purchase 25,000 shares of Common Stock at an
exercise price equal to the closing price of the Common Stock on the date of
grant. See "Compensation Committee Report on Executive Compensation."

Common Stock Ownership of Management and Certain Beneficial Owners

The following table sets forth certain stock ownership information, as
of March 1, 1997, with respect to (i) each person known to the Company to be
the beneficial owner of 5% or more of the Company's outstanding Common Stock,
(ii) each director and nominee for director of the Company, (iii) each
executive officer of the Company named in the Summary Compensation Table and
(iv) all directors, nominees and executive officers as a group.

Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
---------------- -------------------- --------

Principal Stockholders:

General American Life Insurance Company 10,725,000 63.2%
700 Market Street
St. Louis, Missouri 63101

The Prudential Insurance Company of America 1,329,500 7.8%
Prudential Plaza
Newark, New Jersey 07102-3777

Directors, Nominees and Named Executive Officers:

A. Greig Woodring, Director, President, and Chief
Executive Officer 12,274

J. Cliff Eason, Director 1,000

Bernard A. Edison, Director 5,000

Richard A. Liddy, Chairman 45,000

William A. Peck, Director 300

Leonard M. Rubenstein, Director 30,000

William P. Stiritz, Director 304,200 1.8

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Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
--------------- -------------------- --------

H. Edwin Trusheim, Director 3,000

Stuart I. Greenbaum, Director Nominee 0 --

David B. Atkinson, Executive Vice President and
Chief Operating Officer 12,420

Bruce E. Counce, Executive Vice President and
Chief Corporate Operating Officer 8,134

Andre St-Amour, President, RGA Life Reinsurance
Company of Canada 8,050

Graham Watson, Executive Vice President and Chief
Marketing Officer 2,750

All directors and executive officers as a group
(21 persons) 462,799 2.7

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

Less than one percent.

Shares beneficially owned indirectly through Equity Intermediary
Company, a wholly-owned subsidiary of General American. Mr. Liddy is
also a director and executive officer of General American. Mr. Woodring
is also an executive officer of General American. Mr. Rubenstein is an
executive officer and director of Conning Corporation, a wholly-owned
subsidiary of General American. Messrs. Edison, Stiritz, and Trusheim
are directors of General American. These individuals disclaim beneficial
ownership of the shares beneficially owned by General American.

Sole voting and dispositive power over up to 929,500 shares. Based on
information provided to the registrant by the security holder.

Includes 35,000 shares of Common Stock subject to stock options that are
exercisable within 60 days.

Represents shares of Common Stock subject to stock options that are
exercisable within 60 days.

Mr. Stiritz disclaims beneficial ownership of a total of 97,000 shares
which are held by his wife, daughter, and son.

Includes 1,000 shares of Common Stock held by Mr. Atkinson's children.

Represents shares held in the Bruce E. Counce Revocable Trust, of which
Mr. Counce is the sole trustee and his children are the beneficiaries.

Includes 7,050 shares of Common Stock subject to stock options that are
exercisable within 60 days.

Represents shares owned by Intercedent Limited, a Canadian corporation
of which Mr. Watson has a 75% ownership interest.

Includes a total of 96,749 shares subject to stock options that are
exercisable within 60 days.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 ("Exchange Act")
requires the Company's directors, executive officers, and persons who
beneficially own more than ten percent of a registered class of the Company's
equity securities, to file reports of ownership and changes in ownership on
Forms 3, 4 and 5 with the Securities and Exchange Commission (the "SEC") and
the New York Stock Exchange. Directors, executive officers, and greater than
10 percent shareholders are required by SEC regulation to furnish the Company
with copies of all Forms 3, 4, and 5 they file.

Based solely on the Company's review of the copies of such forms it has
received, or written representations from certain reporting persons that no
Forms 5 were required for these persons, the Company believes that all its
directors, executive officers, and greater than ten percent beneficial owners
complied with all filing requirements applicable to them with respect to
transactions during 1996. However, the following executive officers each filed
one late report in 1997 covering performance units granted in

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1995: David Atkinson, Bruce Counce, Brendan Galligan, Jack Lay, Paul
Schuster, Ken Sloan, Andre St-Amour and Greig Woodring.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Company's Compensation Committee, composed of five non-employee
directors, oversees the compensation policies of the Company's operating
subsidiaries (RGA is a holding company with no employees). RGA Reinsurance
Company ("RGA Re"), a wholly-owned subsidiary of the Company, employs all of
the executive officers of the Company except for Mr. St-Amour, who is
President of RGA Life Reinsurance Company of Canada.. All Compensation
Committee decisions are also approved by the entire Board of Directors.

Base Salaries
-------------

In forming its recommendations on the overall salary program for
executive officers, the Company employed the services of an independent
consulting firm in 1995 and again in 1996 to learn how the Company's executive
compensation compared to those paid by other publicly held insurance and
reinsurance companies. Results of the study in 1995 showed that the Company's
executives were paid significantly less than executives at comparable
companies. In light of these findings the Compensation Committee, in January
1996, approved increases in officers' 1996 base salaries to make them more
competitive. The average increase in executive officers' base salaries for
1996 was approximately 13%, and such salaries represented on average
approximately 90% of the median level of base pay for comparable officers of
the comparison companies. In January 1997, the Committee approved an average
increase of approximately 4.0% in executive officers' 1997 base salaries. The
decision to increase 1997 base salaries was based on an updated survey using
the same comparison group. The percentage increase excludes the CEO, as well
as the Chief Operating Officer, the head of the Company's Canadian operations,
and one other executive officer whose salaries were increased approximately
10%, 11%, and 14% to more accurately reflect such officers' responsibilities.
Overall, the established 1997 base salaries for executives represent
approximately 91% of the median level of base pay for comparable officers
based on the survey.

The 1996 base salary of Mr. Woodring, the Company's Chief Executive
Officer, was $300,000. This level, which was set in January 1996, was intended
to make Mr. Woodring's compensation approximate that of the
second-highest-paid executive at a comparable public company, reflecting the
level of involvement of General American's management at RGA. Based in part on
the results of the consultant's most recent survey, in January 1997 the
Committee set Mr. Woodring's 1997 base salary at $337,000, which represents an
increase of approximately 12% over his 1996 base salary. As a result of the
increase, Mr. Woodring's base salary for 1997 is 100% of the median for the
second-highest-paid executives in the comparison group.

Executive Stock Ownership Guidelines
------------------------------------

In order to further align the interests of the Company's management and
its shareholders, the Committee adopted executive stock ownership guidelines
in October 1996. Based upon the recommendation of the independent consulting
firm, which obtained stock ownership information for 350 public companies, the
Committee established specific guidelines for the top three tiers of
management -- the CEO (22,500 shares), Executive Vice Presidents (8,500
shares), and Senior Vice Presidents (3,750 shares). Although the guidelines
are not mandatory, they are intended to increase Company stock ownership by
executive officers, which, in addition to stock options, provides the officers
with a direct economic interest in the Company.

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To facilitate the executive stock ownership contemplated by the
guidelines, the Committee approved a one-time program to enable top executives
to convert the value of their vested options which were granted at the
Company's initial public offering in 1993 into shares of the Company's Common
Stock. This program allowed such officers the ability to exercise their 1993
stock options and receive new options to replace the shares used to finance
such exercise, provided the officers agreed to hold a number of shares equal
to the estimated after-tax profit resulting from the exercise. The CEO and
three other top executives participated in this program. These officers
exercised a total of 138,000 stock options with a strike price of $26.00 per
share and received an aggregate of 105,500 options to purchase Common Stock at
$45.50 per share. As a result, the officers own an additional 32,500 shares
of Common Stock. Mr. Woodring, in particular, exercised 50,000 options,
received 38,226 new options, and acquired an additional 11,774 shares, which
represents approximately 52% of his stock ownership guideline.

Flexible Stock Option Plan
--------------------------

The Company's stock option plan (the "Flexible Stock Plan") was
established in 1993. The exercise price of each option has been no less than
the market price of the Common Stock on the date of grant. Option awards were
first made to 45 persons in 1993 in connection with the Company's initial
public offering of stock (the "IPO"). These options became fully vested in May
1996. A second grant of options was made in 1994 to the Company's five highest
officers, its chief accounting officer, and the four sales vice presidents.
These options vest in increasing increments over an eight-year period. In
1995, three officers who joined the Company after the 1994 awards were made
each received a three-year block grant of options vesting in seven years. In
January 1995, two officers who joined the Company during the year received
options that vest over six years, and one officer who was promoted during the
year received options that vest on a modified IPO vesting schedule.

In October 1996, the Committee for the first time adopted annual stock
option grant guidelines in order to help attract and retain key employees.
Pursuant to these guidelines, in January 1997, the Committee approved the
grant of options to purchase a total of 123,800 shares of Common Stock at an
exercise price of $45 5/8 (the closing price of the Common Stock on the date
of grant) to 23 key officers, including the CEO and Chairman and all of the
executive vice presidents, senior vice presidents, and sales vice presidents.
The options vest annually in 20% increments, beginning in January 1998. The
Company's 12 salaried executive officers received options to purchase a total
of 76,500 shares, including an option to purchase 18,400 shares granted to Mr.
Woodring. The number of options granted was related to base compensation,
using a multiple ranging from 1.0 times to 2.5 times salary divided by the
strike price of the options. The salary multiples correspond to summary data
obtained by the consulting firm for 350 public companies. The Committee used
the range of multiples for CEOs as a benchmark in granting Mr. Woodring's
option. The Committee also approved a three-year block grant of options to
purchase 25,000 shares to the Chairman, Richard A. Liddy, based on his
continuing leadership of the Company. The 1997 option grants are intended to
reflect management's involvement in the Company's performance and to encourage
their continued contribution to the future of the Company. The Company views
stock options as an important means of aligning the economic interests of
management and shareholders.

Profit Sharing Plan
-------------------

All employees of RGA Re who meet the eligibility requirements
participate in the profit sharing plan. Awards represent a percentage of cash
compensation based on the achievement by the Company of specified thresholds
and targeted levels of growth in consolidated earnings per share and revenues.
Participants in the Company's 401(k) plan are eligible to receive a guaranteed
Company match of up to 2% of compensation, plus a discretionary match of up to
2%. In addition, all eligible employees are

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entitled to receive a profit sharing award ranging from 0% to 6% of
compensation depending on whether the Company meets or exceeds its thresholds
and targets. A threshold of performance must be met before any award other
than the guaranteed match can be made. The thresholds and targets for each
year are established before the beginning of the year. Although a participant
may elect to receive a portion of his profit sharing award in cash, a
significant portion of the award is deferred.

Based on the Company's 15% increase in earnings per share and the 24%
growth in revenues for 1996, the Company met or exceeded its targets,
resulting in a profit sharing award of 4.75% and a discretionary match of 2%.
The discretionary profit sharing awards for executives who participate in the
stock option and incentive programs are reduced by one half. Mr. Woodring, who
participates in such programs, received a profit sharing award of $12,835 for
1996, representing approximately 2.8% of his salary and cash bonus for the
year.

Management Incentive Plan
-------------------------

RGA executives also participate in the Management Incentive Plan
("MIP"), which provides incentive compensation based on a participant's
individual performance as well as the division's and the Company's financial
results. Based on these criteria, the Committee approves a schedule of
specific incentives set for each participant, with a threshold of performance
that must be met before any payment to the individual can be made, a target
that is twice the threshold, and a maximum that is twice the target. The
Company's performance must meet a certain trigger level before any awards
under the plan are made. There were 48 participants in the MIP in 1996.
Determination of MIP awards for 1996 was made in January 1997. The average
cash payout to executive officers was approximately 43% of salary. Mr.
Woodring's MIP award, which is based on overall Company results, was $227,813,
or approximately 78% of his salary for 1996, which represented 78% of his
maximum possible award. This amount includes the value of performance shares
awarded under the Executive Performance Share Plan.

Executive Performance Share Plan
--------------------------------

Approximately 31% of the incentive pay for RGA Re executives and sales
officers is paid in the form of performance shares rather than cash pursuant
to the Executive Performance Share Plan. A performance share is a hypothetical
share of Common Stock of the Company based upon the fair market value of the
Common Stock at the time of grant. Performance shares are not transferable and
are subject to forfeiture if the participant does not remain employed by RGA
or one of its subsidiaries for three years after the grant or until normal
retirement, death or total disability.

Normally, the value of each performance share will be the current fair
market value of a share of the Company's Common Stock. By making part of the
pay of the Company's top executives take this form the Committee has sought to
give these officers further incentives to increase the value of the Company.
The average payout in the form of performance shares to executive officers was
approximately 20% of salary. Mr. Woodring received 1,498 performance shares
valued at $68,344 for 1996.

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Section 162(m)
--------------

The Committee endeavors to maximize the deductibility of compensation
under Section 162(m) of the Internal Revenue Code while maintaining
competitive compensation. During 1996, the Company's Board of Directors and
shareholders adopted amendments to the Flexible Stock Plan, Executive
Performance Share Plan and Management Incentive Plan, in each case, among
other things, in order to comply with Section 162(m) with respect to certain
awards.

The Compensation Committee

Bernard A. Edison, Chairman
J. Cliff Eason Dennis F. Hardcastle
William A. Peck, M.D. William P. Stiritz

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 1996, the Compensation Committee was comprised of Messrs. Edison
(Chairman), Eason, Hardcastle, Peck, and Stiritz. None of such directors has
been an officer or employee of the Company or any of its subsidiaries.
Richard A. Liddy, who is Chairman of the Board, serves as a director (but not
on the compensation committee) of Ralston Purina Company, of which Mr. Stiritz
is an executive officer. Although Mr. Liddy is not paid any compensation by
the Company, he holds options to purchase shares of the Company's Common
Stock.

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EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth certain summary information concerning
the compensation awarded or paid to, or earned by, the Chief Executive Officer
and each of the other four most highly compensated executive officers of the
Company during 1996.

Long Term
Compensation
Annual Compensation Awards
--------------------------------- ------

Securities All Other
Other Annual Underlying Compensation
Name and Principal Position Year Salary ($) Bonus ($) Compensation Options ($)
- --------------------------- ---- -------------- ----------------- ---------------- ------------ ------------

A. Greig Woodring 1996 $291,600 $229,594 $ -- 38,226 $11,054
President and Chief 1995 239,538 199,495 -- 0 14,419
Executive Officer 1994 212,500 129,094 -- 42,900 7,438

David B. Atkinson 1996 $194,123 $146,888 $ -- 30,580 $8,744
Executive Vice President 1995 160,392 129,094 -- 0 8,548
and Chief Operating Officer 1994 151,552 86,319 -- 23,500 5,082

Bruce E. Counce 1996 $152,423 $113,093 $ -- 24,466 $7,584
Executive Vice President 1995 142,696 106,541 -- 0 5,264
and Chief Corporate 1994 135,896 96,519 -- 14,000 4,385
Operating Officer

Andre St-Amour 1996 $164,025 $125,506 $ -- 0 $4,921
President, RGA Life 1995 149,139 74,570 -- 0 5,650
Reinsurance Company of 1994 127,143 36,236 -- 14,100 5,285
Canada

Graham Watson 1996 $150,174 $303,666 $177,842 0 $ 0
Executive Vice President 1995 -- -- -- -- --
and Chief Marketing Officer 1994 -- -- -- -- --

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

For Messrs. Woodring, Atkinson and Counce, includes any amounts deferred
at the election of the executive officers under the RGA Re Executive
Deferred Savings Plan. Messrs. St-Amour and Watson, as non-U.S.
citizens, are not eligible to participate in such plan. Amounts for Mr.
St-Amour include amounts deferred under the Retirement Plan of RGA Life
Reinsurance Company of Canada. Amount for Mr. Watson also includes an
adjustment to be paid in 1997 to reflect the cost of living difference
between Australia and Canada during 1996, which adjustment has been
estimated to be $11,424.

Includes, among other things, cash bonuses earned for each year
(including any bonuses deferred at the election of the executive
officers) under the Company's Management Incentive Plan (for all named
executives) and the RGA Re Profit Sharing Plan (for Messrs. Woodring,
Atkinson and Counce). The amount shown for Mr. Watson for 1996 also
includes (i) a production bonus of $183,360 earned since April 1, 1996
with respect to the Company's Canadian business (this amount was paid in
Canadian dollars, but is shown in U.S. dollars) (see "Certain
Relationships and Related Transactions") and (ii) $4,681 paid to Mr.
Watson in lieu of an award under the RGA Re Profit Sharing Plan, in
which he is not eligible to participate (see Note 5).

Includes, in 1996, 1995 and 1994, the value of the following number of
performance shares awarded in January 1997, January 1996 and January
1995, respectively, pursuant to the Executive Performance Share Plan,
based on the closing price of the Common Stock on the date of award
($45 5/8): Mr. Woodring, 1,498 performance shares; Mr. Atkinson, 994
performance shares; Mr. Counce, 762 performance shares; Mr. St-Amour,
859 performance shares (to be awarded in 1997); and Mr. Watson, 792
performance shares. Each performance share represents the equivalent of
one share of Common Stock. Performance shares become nonforfeitable in
one-third increments on the last day of the calendar year after the
grant and on the last day of the next two calendar years. Payment with
respect to nonforfeitable performance shares is made in the form of cash
or shares of Common Stock, as determined by the Compensation Committee,
(i) 24 months after termination of employment; (ii) immediately upon
termination of employment if termination is as a

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result of death, disability, or retirement or within six months of a
change in control (as defined); (iii) at the time the participant
exercises any options under the Flexible Stock Plan (or any other stock
option plan adopted by RGA or its subsidiaries); or (iv) after the last
day of any calendar year in which the value of the participant's
nonforfeitable performance units exceeds 500% of the participant's
target bonus that is payable with respect to that year under the RGA
Management Incentive Plan.

Amount for Mr. Watson represents personal benefits primarily related
to his temporary assignment in Australia during 1996, including
approximately $96,000 for housing expenses. Perquisites for each of the
other named executive officers did not exceed the lesser of $50,000 or
10% of such officer's salary and bonus for any year reported.

For Messrs. Woodring, Atkinson and Counce, amounts represent
contributions made by RGA Re in 1996, 1995 and 1994 to the officers'
accounts in the RGA Re Profit Sharing Plan and the RGA Re Augmented
Benefit Plan. Contributions for 1996 to the accounts of Messrs.
Woodring, Atkinson, and Counce totaled $5,344, $6,281, and $6,281,
respectively, under the RGA Re Profit Sharing Plan; and $5,710, $2,463,
and $1,303, respectively, under the RGA Re Augmented Benefit Plan.
Amounts for Mr. St-Amour represent contributions made to the account of
Mr. St-Amour by RGA Life Reinsurance Company of Canada under its
Retirement Plan. Mr. Watson does not participate in any defined
contribution plan.

Amounts for Mr. St-Amour were paid in Canadian dollars, but are shown in
U.S. dollars.

Mr. Watson was not employed by the Company until April 1, 1996. Mr.
Watson is a principal of Intercedent Limited, which received payments
from the Company for certain marketing services prior to April 1, 1996
and which continues to receive a portion of payments made to Insource
Limited for such services following April 1, 1996. See "Certain
Relationships and Related Transactions."

Retirement Plans

Certain of the Company's employees participate in the General American
Life Insurance Company Pension Plan and Trust (the "Pension Plan"), a
qualified defined benefit plan which became a multiple employer plan as of
June 1, 1993. Certain of the Company's employees participate in the RGA Re
Augmented Plan (the "RGA Augmented Plan"), a non-qualified defined benefit
plan under which eligible employees are entitled to additional retirement
benefits not paid under the Pension Plan due to Internal Revenue Code limits
on the amount of benefits that may be paid under the Pension Plan. The Company
also maintained, until January 1, 1994, an Executive Supplemental Retirement
Plan (the "RGA Supplemental Plan"), a non-qualified defined benefit plan
pursuant to which eligible executive officers are entitled to receive
additional retirement benefits.

The following table shows the annual benefits payable upon retirement at
age 65 for various remuneration and years of service combinations under the
Pension Plan and the RGA Augmented Plan as of January 1, 1997.

Years of Service
----------------

Remuneration 5 10 15 20 25 30 35
------------ - -- -- -- -- -- --

$ 100,000 $ 10,000 $ 15,524 $ 23,285 $ 31,047 $ 38,808 $ 46,750 $ 54,332

125,000 12,507 19,774 29,660 39,547 49,434 59,320 69,207

150,000 15,009 24,024 36,035 48,047 60,059 72,070 84,082

175,000 17,510 28,274 42,410 56,547 70,684 84,820 98,957

200,000 20,012 32,524 48,785 65,047 81,309 97,570 113,832

225,000 22,500 36,774 55,160 73,547 91,934 110,321 128,707

250,000 25,015 41,024 61,535 82,047 102,559 123,070 143,582

275,000 27,516 45,116 67,672 90,230 112,788 135,344 157,902

300,000 30,014 49,217 73,824 98,432 123,041 147,648 172,256

325,000 32,519 53,319 79,976 106,635 133,294 159,952 186,611

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15

Messrs. Woodring, Atkinson and Counce participate in the Pension Plan
and the RGA Augmented Plan and have been credited with the following years of
service under such plans: Mr. Woodring, 17 years; Mr. Atkinson, 9 years; and
Mr. Counce, 27 years. Remuneration under the Pension Plan and the RGA
Augmented Plan is the highest average Benefit Salary for five consecutive
years during the preceding 10 years, where "Benefit Salary" for a given year
means an officer's base salary for such year plus the average bonus awarded
such officer under the RGA Management Incentive Plan for the preceding three
years. The current remuneration covered by the plans for each of the
participating named executives is: for Mr. Woodring, $282,663; for Mr.
Atkinson, $183,793; and for Mr. Counce, $160,485. Messrs. St-Amour and Watson,
as non-U.S. citizens, are not eligible to participate in the Pension Plan or
the RGA Augmented Plan. Mr. St-Amour and Mr. Watson participate in pension
plans sponsored by the governments of Quebec and Canada, respectively.

The following table shows the annual benefits payable upon retirement at
age 65 for various remuneration and years of service combinations under the
RGA Supplemental Plan as of January 1, 1997.

Years of Service
----------------
Remuneration 5 10
------------ --- --

$ 100,000 $ 10,000 $ 20,000

125,000 12,500 25,000

150,000 15,000 30,000

175,000 17,500 35,000

200,000 20,000 40,000

225,000 22,500 45,000

250,000 25,000 50,000

275,000 27,500 55,000

The participating named executive officers have been credited with the
following years of service under the RGA Supplemental Plan: Mr. Woodring, 8
years; Mr. Atkinson, 3 years; and Mr. Counce, 7 years. The maximum years of
service that may be accrued under the plan is 10. Remuneration under the RGA
Supplemental Plan was the highest average Benefit Salary for three consecutive
years during the preceding five years. The remuneration covered by the plan
for each of the named executive officers is: for Mr. Woodring, $245,860; for
Mr. Atkinson, $145,407; and for Mr. Counce, $130,315.

Retirement benefits shown under the Pension Plan, the RGA Augmented
Plan, and the RGA Supplemental Plan are payable at age 65 in the form of a
single life annuity to the employee using the maximum offset allowance
currently in effect under Section 401(1) of the Internal Revenue Code of 1986,
as amended, to compute the offset for such benefits under the plans. Payment
of the specified retirement benefits is contingent upon continuation of the
plans in their present form until the employee retires.

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Option Grants in Last Fiscal Year

The Company has a Flexible Stock Plan, which provides for the award of
various types of benefits, including stock options, stock appreciation rights
("SARs"), restricted stock, performance shares, cash awards, and other
stock-based awards. The following table sets forth certain information
concerning options granted pursuant to the Flexible Stock Plan during 1996. No
SARs were awarded during 1996.

Individual Grants
--------------------

% of Total
Options Potential Realizable Value
Number of Securities Granted to Exercise or at Assumed Annual Rates
Underlying Options Employees in Base Price Expiration of Stock Price Appreciation
Name Granted (#) Fiscal Year ($/Sh) Date for Option Term
---- -------------------- ------------ ----------- ---------- ---------------------------
5% ($) 10% ($)
-------- -------

A. Greig Woodring 38,226 32% $45.50 5/4/2003 $708,063 $1,650,088

David B. Atkinson 30,580 25% $45.50 5/4/2003 $566,435 $1,320,035

Bruce E. Counce 24,466 20% $45.50 5/4/2003 $453,185 $1,056,115

Andre St-Amour 0 --- --- --- --- ---

Graham Watson 0 --- --- --- --- ---

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

The dollar amounts under these columns are the result of calculations at
the 5% and 10% rates set by the SEC and therefore are not intended to
forecast possible future appreciation, if any, of the Company's stock
price.

All options were granted on December 20, 1996 following the exercise of
all of the executives' options granted at the time of the Company's
initial public offering in 1993. See "Aggregated Option Exercises and
Fiscal Year-End Option Values" and "Compensation Committee Report on
Executive Compensation." The options become exercisable in full on
December 20, 1999 and expire May 4, 2003, the expiration date of the
1993 options. Vesting is contingent on the officer holding a specified
number of shares of Common Stock, as follows: Mr. Woodring, 11,774
shares; Mr. Atkinson, 9,420 shares; and Mr. Counce, 7,534. If an officer's
stock ownership level is reduced below such amounts, the shares subject
to his stock option will be reduced proportionately. Vesting will be
accelerated upon a change in control of the Company (as such term is
defined in the Flexible Stock Plan). The Company granted stock options to
senior management, including each of the named executive officers, in
January 1997, which are not reflected in the table. See "Compensation
Committee Report on Executive Compensation."

Aggregated Option Exercises and Fiscal Year-End Option Values

The table below provides certain information for each of the named
executive officers concerning exercises of options during 1996 and the value
of unexercised options at December 31, 1996.

Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Shares Acquired Value Options at 12/31/96 at 12/31/96
on Exercise (#) Realized($)

Name Exercisable/Unexercisable Exercisable/Unexercisable
---- ------------------------- -------------------------

A. Greig Woodring 50,000 $975,379 0/81,126 options $0/$904,030

David B. Atkinson 40,000 $780,444 0/54,080 options $0/$510,880

Bruce E. Counce 32,000 $624,213 0/38,466 options $0/$314,507

Andre St-Amour 0 --- 7,050/7,050 options $138,356/$138,356

Graham Watson 0 --- 0/0 options $0/$0

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

All option exercises were made in November and December 1996 to
facilitate the executive stock ownership guidelines adopted by the
Compensation Committee and the Board of Directors in October 1996. See
"Compensation Committee Report on Executive Compensation." Each of the
officers retained the following number of shares acquired upon exercise
of the options: Mr. Woodring, 11,774 shares; Mr. Atkinson, 9,420 shares;
and Mr. Counce, 7,534 shares.

The Company granted stock options to senior management, including each
of the named executive officers, in January 1997. The 1997 options,
which are not currently exercisable, are not reflected in the table. See
"Compensation Committee Report on Executive Compensation."

Represents the difference between the December 31, 1996 closing price of
the Company's Common Stock ($47 1/8) and the exercise price of the
options.

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PERFORMANCE GRAPH

Set forth below is a graph for the period beginning May 4, 1993 (the
date the Company's Common Stock began trading on the New York Stock Exchange)
and ending December 31, 1996, comparing the cumulative total return on the
Company's Common Stock, based on the market price of the Common Stock and
assuming reinvestment of dividends, with the cumulative total return of
companies in the Standard & Poor's 500 Stock Index and the Standard & Poor's
Insurance (Life/Health) Index. The indices are included for comparative
purposes only. They do not necessarily reflect management's opinion that such
indices are an appropriate measure of the relative performance of the
Company's Common Stock, and are not intended to forecast or be indicative of
future performance of the Common Stock.

[GRAPH]

05/04/93 12/93 12/94 12/95 12/96

REINSURANCE GROUP OF AMERICA INCORPORATED 100 107 96 144 187
S & P 500 100 108 110 151 185
S & P INSURANCE (LIFE/HEALTH) 100 96 79 114 139

$100 INVESTED ON 05/04/93 IN STOCK OR ON 4/31/93 IN INDEX - INCLUDING
REINVESTMENT OF DIVIDENDS. FISCAL YEAR ENDING DECEMBER 31.

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18

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company was incorporated in December 1992, at which time it was
owned 100% by General American Life Insurance Company ("General American"). In
May 1993, the Company completed an initial public offering of its Common
Stock. General American retains beneficial ownership of approximately 63% of
the Company's Common Stock.

The Company, through its subsidiaries, RGA Reinsurance Company ("RGA
Re"), RGA Life Reinsurance Company of Canada ("RGA Canada"), BHIF America
Seguros de Vida S.A., Manantial Seguros de Vida S.A., RGA Reinsurance Company
Chile S.A., and RGA Reinsurance Company (Barbados) Ltd., is engaged primarily
in ordinary life reinsurance, accident and health reinsurance, and
international life and disability on a direct and reinsurance basis. RGA was
organized as a Missouri corporation in 1992 to serve as a holding company for
reinsurance operations formerly conducted by General American through its
Reinsurance Division. RGA and its predecessor, the Reinsurance Division of
General American, have been engaged in the business of life reinsurance since
1973. Initially, all reinsurance agreements were with General American, which
retroceded to RGA Re in 1993 all of its U.S. life reinsurance. Since the IPO,
the majority of all reinsurance agreements between General American and the
underlying ceding companies have been transferred to RGA Re. Additionally, RGA
Re has established its own client base and assumes reinsurance directly.

The Company beneficially owns 100% of RGA Canada. RGA Canada directly
reinsures or administers all of the Company's Canadian reinsurance business.
Amounts in excess of RGA Canada's retention limit are retroceded to General
American pursuant to a retrocession agreement and then retroceded by General
American to RGA Re.

General American and RGA Re entered into a marketing agreement effective
January 1, 1993 whereby General American agreed to amend and terminate its
assumed and retrocession reinsurance agreements only at RGA Re's direction,
thus giving RGA Re the contractual right to direct future changes to existing
reinsurance agreements. Under the terms of the marketing agreement, General
American further agreed to enter into additional reinsurance agreements as a
reinsurer only at RGA Re's direction. In consideration of its services under
the marketing agreement and in recognition of its continuing liability under
the reinsurance agreements retroceded to RGA Re pursuant to the retrocession
agreement, General American charges RGA Re an annual amount, payable in
quarterly installments, equal to 0.25% of specified policy-related liabilities
that are associated with existing and future treaties written by General
American for the benefit of RGA Re. The specified policy-related liabilities
on which the marketing fee is based consist of gross reserves for reinsurance
assumed by General American plus gross policy and contract claim liabilities
related thereto, less (i) reserve credits taken for reinsurance retroceded,
(ii) the reinsurance-retroceded component of policy and contract claims, and
(iii) total policy loans outstanding for reinsurance assumed by General
American, as such items are reflected on the statutory financial statements.
The marketing agreement expires on January 1, 2000. The Company may, at its
sole option, terminate the marketing agreement at any time. The Company paid
General American approximately $186,200 for its services under the marketing
agreement in 1996.

General American entered into a tax allocation agreement with RGA Re in
October 1992, a tax allocation agreement with RGA in January 1993, and a tax
sharing agreement with RGA and RGA Re in January 1993. The tax allocation
agreements, among other things, generally provide that the tax liability of
the General American federal consolidated tax return group, during the period
that RGA or RGA Re were members of that group, will be allocated among the
members of the group in proportion to their separately calculated tax
liability. The agreements also provide that any savings resulting from the tax
benefits of a

16
19

particular member will be paid to that member, rather than accruing to the
benefit of the other members. The tax sharing agreement, among other things,
requires that certain payments be made between RGA or RGA Re and General
American in the event there is a change in pre-IPO tax liabilities of
RGA or RGA Re and provides that General American may settle any number of
individual proposed adjustments in an amount less than or equal to $50,000
without the consent of the other party. In addition, under the tax sharing
agreement, General American indemnifies RGA and RGA Re against any tax
liabilities of the General American federal consolidated tax return group that
are not attributable to either RGA or RGA Re; and RGA Re and RGA will
indemnify General American against any tax liabilities of RGA or RGA Re.

Under two administrative services agreements entered into as of January
1, 1993, General American has agreed to provide RGA and RGA Re, respectively,
with certain management and administrative services, at their request. Such
services include legal, treasury, employee benefit, payroll, personnel, and
other services. As consideration for these services, RGA or RGA Re, as the
case may be, pays General American a monthly fee based on General American's
actual cost, computed in accordance with General American's current cost
accounting system. Each of the services agreements is terminable by either
party on 90 days' written notice. General American has agreed to provide
similar services to RGA Canada pursuant to a management agreement effective
January 1, 1993. The cost of services provided by General American under these
agreements in 1996 was approximately $1,786,000.

Under separate investment advisory agreements, Conning Asset Management
Company ("Conning") (formerly known as General American Investment Management
Company), a wholly-owned subsidiary of General American, manages the U.S.
investment portfolios of RGA, RGA Re, RGA Reinsurance Company of Australia,
Limited and RGA Reinsurance Company (Barbados) Ltd. During 1996, the
investment professionals associated with Conning were employees of General
American. Each of the investment advisory agreements is terminable by either
party at the end of any calendar year on 90 days' written notice. For its
services, Conning receives an annual fee of 0.09%, payable quarterly in
arrears based on the book value of the portfolio managed at the end of each
calendar quarter. The Company made payments to Conning of approximately
$1,160,000 for investment advisory services in 1996.

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

The Company has direct policies and reinsurance agreements with General
American and its subsidiaries. These agreements are terminable by either party
on 90 days' written notice with respect to new business only. The Company
received gross premiums from these agreements with General American and its
subsidiaries of approximately $20,640,000 in 1996.

Pursuant to a marketing agreement, the Company engaged the services of
the consulting firm Insource Limited ("Insource") (formerly known as
Intercedent Actuaries and Consultants, Ltd.) to conduct certain
marketing-related services in particular geographic regions. Graham Watson, an
executive officer of the Company and an officer and director of certain
Canadian subsidiaries, is a principal of and has an approximate 75% equity
interest in Intercedent Limited, which, prior to April 1, 1996, owned 50% of
the common stock of Insource. Effective April 1, 1996, Intercedent Limited no
longer owns any common stock of Insource, but is entitled to receive up to 50%
of Insource's revenues relating to business generated on behalf of RGA, among
others. The Company paid Insource approximately $455,200 during 1996 pursuant
to this agreement. The agreement was terminated with respect to new business
effective December 31, 1996, although the Company will continue to pay
Insource for certain business generated prior to such date. In addition, prior
to April 1, 1996, the Company paid Intercedent Limited a production bonus
based on premiums generated through its Canadian subsidiaries. Effective April
1, 1996, this bonus is now paid

17
20

directly to Mr. Watson, who became an employee of RGA Re on such date. The
amount of the production bonus paid to Intercedent from January 1, 1996
through April 1, 1996 was approximately $132,800.

General American, RGA and RGA Re are parties to a stockholders'
agreement with the minority stockholders of Fairfield Management Group, Inc.
("Fairfield") (formerly known as Great Rivers Holding Company), a subsidiary
of RGA Re. Pursuant to the agreement, super-majority approval of the Board of
Directors of Fairfield is required for the declaration of dividends and
certain related-party transactions and super-majority approval by the Board
and the unanimous approval of the stockholders of Fairfield is required for
certain extraordinary transactions. The agreement provides that, upon the
proposed direct or indirect sale by RGA of more than 25% of the stock of
Fairfield to an unrelated third party, the minority stockholders can require
the proposed purchaser to acquire all of such stockholders' shares in
Fairfield on the same terms and conditions. The agreement also prohibits any
transaction as a result of which General American, RGA, or RGA Re would own,
directly or indirectly, less than 50% of the stock of Fairfield without the
prior consent of the minority stockholders. In addition, in the event RGA
proposes to enter into a transaction with an unrelated third party prior to
January 1, 1998 pursuant to which RGA will own less than 50% of the equity and
voting power of RGA Re, the minority stockholders can require RGA or the
proposed purchaser to purchase any or all of the stockholders' shares in
Fairfield at a price equal to the greater of $504.40 per share and the then
current adjusted book value per share of Fairfield (the "Modified Book Value
Price"). The agreement also provides for certain rights of first refusal in
the event any stockholder desires to transfer shares in Fairfield after
January 1, 1998. The agreement further provides that RGA has the right to
purchase the shares of a minority stockholder upon such stockholder's
attaining age 65 or upon such stockholder's voluntary termination of
employment or termination for cause prior to January 1, 1998; that RGA is
obligated to purchase such minority stockholder's shares upon such
stockholder's death or incapacity prior to January 1, 1998; and that each
minority stockholder can require RGA to purchase all of such stockholder's
shares upon the termination of employment of such stockholder without cause
prior to January 1, 1998. Any time after December 31, 1997, the minority
stockholders (who collectively own 4,900 shares of Fairfield) have the right
to put all of their shares in Fairfield to RGA at the greater of $504.40 per
share or the Modified Book Value Price, or to convert all of their shares into
Common Stock of RGA at a conversion ratio based on the aforementioned price
and the then-current value of RGA Common Stock, provided that such conversion
shall not reduce General American's ownership interest in RGA below 51%. Had
such conversion rights been exercised on December 31, 1996, RGA would have
been required to issue not more than 52,450 shares of Common Stock (using a
conversion ratio based on the price of the RGA Common Stock at December 31,
1996 of $47 1/8 per share).

VOTING

The affirmative vote of the holders of a majority of the shares of the
Company's Common Stock entitled to vote which are present in person or
represented by proxy at the 1997 Annual Meeting is required to elect directors
and to act on any other matters properly brought before the meeting. Shares
represented by proxies which are marked "withhold authority" with respect to
the election of any one or more nominees for election as directors and proxies
which are marked to deny discretionary authority on other matters will be
counted for the purpose of determining the number of shares represented by
proxy at the meeting. Such proxies will thus have the same effect as if the
shares represented thereby were voted against such nominee or nominees and
against such other matters, respectively. If a broker indicates on the proxy
that it does not have discretionary authority as to certain shares to vote on
a particular matter, those shares will not be considered as present and
entitled to vote with respect to that matter. If no specification is made on a
duly executed proxy, the proxy will be voted FOR the election of the directors
nominated by the Board of Directors and in the discretion of the persons named
as proxies on such other business as may properly come before the meeting.

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As of March 31, 1997, General American beneficially owned approximately
63.2% of the shares of Common Stock entitled to vote at the meeting. General
American has indicated its intention to vote its shares FOR the election of
directors nominated by the Board of Directors, its vote would be sufficient to
elect the nominees.

The Company knows of no other matters to come before the meeting. If any
other matters properly come before the meeting, the proxies solicited hereby
will be voted on such matters in accordance with the judgment of the persons
voting such proxies.

INDEPENDENT AUDITORS

KPMG Peat Marwick LLP was the auditing firm for the fiscal year ended
December 31, 1996, and the Company has selected this firm as auditors for the
year ending December 31, 1997. A representative of KPMG Peat Marwick LLP is
expected to be present at the 1997 Annual Meeting to respond to appropriate
questions and to make a statement if he so desires.

STOCKHOLDER PROPOSALS

Proposals of Stockholders intended to be presented at the 1998 Annual
Meeting must be received by the Company by December 12, 1997 for inclusion in
the Company's proxy statement and proxy relating to that meeting. Upon receipt
of any such proposal, the Company will determine whether or not to include
such proposal in the proxy statement and proxy in accordance with regulations
governing the solicitation of proxies.

In order for a Stockholder to nominate a candidate for director, under
the Company's Restated Articles of Incorporation, timely notice of the
nomination must be given to the Company in advance of the meeting. Ordinarily,
such notice must be given not less than 60 nor more than 90 days before the
meeting (but if the Company gives less than 70 days' notice of the meeting, or
prior public disclosure of the date of the meeting, then the Stockholder must
give such notice within 10 days after notice of the meeting is mailed or other
public disclosure of the meeting is made, whichever occurs first). The
Stockholder filing the notice of nomination must describe various matters as
specified in the Company's Restated Articles of Incorporation, including such
information as name, address, occupation, and number of shares held.

In order for a Stockholder to bring other business before a Stockholder
meeting, timely notice must be given to the Company within the time limits
described above. Such notice must include a description of the proposed
business, the reasons therefor, and other matters specified in the Company's
Restated Articles of Incorporation. The Board or the presiding officer at the
Annual Meeting may reject any such proposals that are not made in accordance
with these procedures or that are not a proper subject for Stockholder action
in accordance with applicable law. These requirements are separate from and in
addition to the requirements a Stockholder must meet to have a proposal
included in the Company's proxy statement.

In each case the notice must be given to the Secretary of the Company,
whose address is 700 Market Street, St. Louis, Missouri 63101. Any Stockholder
desiring a copy of the Company's Restated Articles of Incorporation or Bylaws
will be furnished a copy without charge upon written request to the Secretary.

19
22

April 11, 1997

Dear Stockholder:

We invite you to attend the 1997 Annual Meeting of
Stockholders of Reinsurance Group of America, Incorporated, to be
held on May 15, 1997 in the Ritz-Carlton Hotel, 100 Carondelet
Plaza, Clayton, Missouri at 4:00 p.m.

It is important that your shares are represented at this
meeting. Whether or not you plan to attend the meeting, please
review the enclosed proxy materials, complete the proxy form
below, detach it, and return it promptly in the envelope provided.

(Detach Proxy Form Here)
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The undersigned hereby acknowledges receipt of Notice of the
1997 Annual Meeting of Stockholders and the accompanying Proxy
Statement.

This proxy will be voted as specified. If no specification
is made, this proxy will be voted FOR Proposal 1.

Dated this ----- day of -------------, 1997.

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

(If Stock is owned in joint names, both owners
must sign.) If address at left is incorrect,
please write in the correct information.

Please sign as registered and return promptly to:
Boatmen's Trust Co., P.O. Box 14768, St. Louis, MO 63178-9975.

(Detach Proxy Form Here)
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REINSURANCE GROUP OF AMERICA, INCORPORATED

This Proxy is Solicited on Behalf of the Board of Directors

The undersigned does hereby appoint Jack B. Lay and Matthew
P. McCauley, or either of them, the true and lawful attorneys in
fact, agents, and proxies of the undersigned to represent the
undersigned at the Annual Meeting of the Stockholders of
REINSURANCE GROUP OF AMERICA, INCORPORATED to be held May 15,
1997, commencing at 4 p.m., St. Louis time, at the Ritz-Carlton
Hotel, 100 Carondelet Plaza, Clayton, Missouri, and at any and all
adjournments and postponements of said meeting, and to vote all
the shares of Common Stock of the Company standing on the books of
the Company in the name of the undersigned as specified and in
their discretion on such other business as may properly come
before the meeting.

MANAGEMENT RECOMMENDS A VOTE FOR THE FOLLOWING:
---

1. Election of Directors
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nominees
listed below

(INSTRUCTION: To withhold authority to vote for any individual
nominee, strike a line through the nominee's name on the list below.)

Bernard A. Edison, Stuart I. Greenbaum, Richard A. Liddy

Please complete, sign and date other side and return promptly.

Appendix

Page 15 of the printed proxy contains a Performance Graph. The information
in the graph has been presented in a tabular format that may be processed
by EDGAR.