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

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


                 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997
                                       OR


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

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

                         COMMISSION FILE NUMBER 1-11848

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

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

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

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


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


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

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

COMMON STOCK OUTSTANDING ($.01 PAR VALUE) AS OF APRIL 30, 1997:  16,978,896
SHARES



 2

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

                            TABLE OF CONTENTS


ITEM                                                                  PAGE
- ----                                                                  ----
                                                                   
6     Exhibits and Reports on Form 8-K.............................     2

      Signatures...................................................     3

      Index to Exhibits............................................     4




                                    1
 3


ITEM 6
- ------

EXHIBITS AND REPORTS ON FORM 8-K
- --------------------------------

(a)   See index to exhibits.

(b)   None.


                                    2
 4


                              SIGNATURES
                              ----------

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



                              Reinsurance Group of America, Incorporated



Date: May 19, 1997            By:      /s/ A. Greig Woodring
                                  -------------------------------
                                  A. Greig Woodring
                                  President & Chief Executive Officer
                                  (Principal Executive Officer)




Date: May 19, 1997                     /s/ Jack B. Lay
                                  -------------------------------
                                  Jack B. Lay
                                  Executive Vice President &
                                  Chief Financial Officer
                                  (Principal Financial and Accounting Officer)


                                    3
 5


                              INDEX TO EXHIBITS

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

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

 3.3        Certificate of Designations for Series A Junior Participating
            Preferred Stock

 4.2        Rights Agreement dated as of May 4, 1993, as amended, between RGA
            and Boatmen's Trust Company, as Rights Agent

10.25   RGA Flexible Stock Plan for Directors effective January 1, 1997
            incorporated by reference to Exhibit 10.25 to Registration
            Statement on Form S-8 (File No. 333-27167) filed on May 15,
            1997

27.1   Financial Data Schedule
- -------------------

  Represents a management contract or compensatory plan or arrangement.
 Previously filed.




                                    4

 1


                  REINSURANCE GROUP OF AMERICA, INCORPORATED

                        CERTIFICATE OF DESIGNATIONS

                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                        (Pursuant to Section 351.180 of the
                  Missouri General and Business Corporation Law)

            REINSURANCE GROUP OF AMERICA, INCORPORATED (the "Company"), a
corporation organized and existing under the General and Business Corporation
Law of the State of Missouri,  in accordance with Section 351.180 thereof,
hereby certifies:

            That the Board of Directors of the Company, at a meeting duly
convened and held on April 13, 1993, pursuant to authority expressly vested
in the Board of Directors by the Company's Articles of Incorporation, adopted
the following resolution creating a series of Five Hundred Thousand (500,000)
shares of the Company's Preferred Stock, par value $.01 per share, designated
as Series A Junior Participating Preferred Stock:

            RESOLVED, that pursuant to the authority granted to and vested in
the Board of Directors (the "Board") by the Company's Articles of
Incorporation, the Board hereby creates a series of the Preferred Stock, par
value $.01 per share, of the Company (the "Preferred Stock") and hereby
states that the designation and number of shares thereof, and the relative,
participating, optional and other rights of the shares of such series and the
qualifications, limitations or restrictions thereof, are as follows:


            Section 1.  Designation and Amount.
                        ----------------------

            There shall be a series of the Preferred Stock which shall be
designated as the "Series A Junior Participating Preferred Stock," par value
$.01 per share, and the number of shares constituting such series shall be
Five Hundred Thousand (500,000).  Such number of shares may be increased or
decreased by resolution of the Board of Directors; provided, that no decrease
shall reduce the number of shares of Series A Junior Participating Preferred
Stock to a number less than that of the shares then outstanding plus the
number of shares issuable upon exercise of outstanding rights, options or
warrants or upon conversion of outstanding securities issued by the Company.

            Section 2.  Dividends and Distributions.
                        ---------------------------

            (A)   Subject to the rights of the holders of any shares of any
series of preferred stock of the Company ranking prior and


 2
superior to the Series A Junior Participating Preferred Stock with respect
to dividends, the holders of shares of Series A Junior Participating
Preferred Stock, in preference to the holders of shares of Common Stock, par
value $.01 per share of the Company (the "Common Stock"), and of any other
junior stock, shall be entitled to receive, when, as and if declared by the
Board of Directors out of funds legally available for the purpose, quarterly
dividends payable in cash on any regular quarterly dividend payment date as
shall be established by the Board of Directors (each such date being referred
to herein as a "Quarterly Dividend Payment Date"), commencing on the first
Quarterly Dividend Payment Date after the first issuance of a share or
fraction of a share of Series A Junior Participating Preferred Stock, in an
amount per share (rounded to the nearest cent) equal to the greater of (a)
$l.00 or (b) subject to the provision for adjustment hereinafter set forth,
l00 times the aggregate per share amount of all cash dividends, and l00 times
the aggregate per share amount (payable in kind) of all non-cash dividends or
other distributions, other than a dividend payable in shares of Common Stock
or a subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise), declared on the Common Stock since the
immediately preceding Quarterly Dividend Payment Date or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance of any share
or fraction of a share of Series A Junior Participating Preferred Stock.  In
the event the Company shall at any time after April 13, 1993 (the "Rights
Declaration Date") declare or pay any dividend on the Common Stock payable in
shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification
or otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case
the amount to which holders of shares of Series A Junior Participating
Preferred Stock were entitled immediately prior to such event under clause
(b) of the preceding sentence shall be adjusted by multiplying such amount by
a fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to
such event.

            (B)   The Company shall declare a dividend or distribution on the
Series A Preferred Stock as provided in paragraph (A) of this Section
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock); provided that, in
the event no dividend or distribution shall have been declared on the Common
Stock during the period between any Quarterly Dividend Payment Date and the
next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per
share on the Series A Junior Participating Preferred Stock shall nevertheless
be payable on such subsequent Quarterly Dividend Payment Date.

            (C)   Dividends shall begin to accrue and be cumulative

                                    2
 3
on outstanding shares of Series A Junior Participating Preferred Stock from
the Quarterly Dividend Payment Date next preceding the date of issue of such
shares, unless the date of issue of such shares is prior to the record date
for the first Quarterly Dividend Payment Date, in which case dividends on
such shares shall begin to accrue from the date of issue of such shares, or
unless the date of issue is a Quarterly Dividend Payment Date or is a date
after the record date for the determination of holders of shares of Series A
Junior Participating Preferred Stock entitled to receive a quarterly dividend
and before such Quarterly Dividend Payment Date, in either of which events
such dividends shall begin to accrue and be cumulative from such Quarterly
Dividend Payment Date.  Accrued but unpaid dividends shall not bear interest.
Dividends paid on the shares of Series A Junior Participating Preferred Stock
in an amount less than the total amount of such dividends at the time accrued
and payable on such shares shall be allocated pro rata on a share-by-share
basis among all such shares at the time outstanding.  The Board of Directors
may, in accordance with applicable law, fix a record date for the
determination of holders of shares of Series A Junior Participating Preferred
Stock entitled to receive payment of a dividend or distribution declared
thereon, which record date shall be not more than such number of days prior
to the date fixed for the payment thereof as may be allowed by applicable
law.

            Section 3.  Voting Rights.
                        -------------

            The holders of shares of Series A Junior Participating Preferred
Stock shall have the following voting rights:

            (A)   Each share of Series A Junior Participating Preferred Stock
shall entitle the holder thereof to 100 votes on all matters submitted to a
vote of the stockholders of the Company.  In the event the Company shall at
any time after the Rights Declaration Date declare or pay any dividend on the
Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of
Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the number of votes to which holders of shares of Series A
Junior Participating Preferred Stock were entitled immediately prior to such
event under the preceding sentence shall be adjusted by multiplying such
amount by a fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding
immediately prior to such event.

            (B)   Except as otherwise provided herein, in the Company's
Articles of Restatement or by law, the holders of shares of Series A Junior
Participating Preferred Stock, the holders of shares of Common Stock, and the
holders of shares of

                                    3
 4
any other capital stock of the Company having general voting rights, shall
vote together as one class on all matters submitted to a vote of stockholders
of the Company.

            (C)   Except as otherwise set forth herein or in the Company's
Articles of Restatement, and except as otherwise provided by law, holders of
Series A Junior Participating Preferred Stock shall have no special voting
rights and their consent shall not be required (except to the extent they are
entitled to vote with holders of Common Stock as set forth herein) for taking
any corporate action.

            Section 4.  Certain Restrictions.
                        --------------------

            (A)   Whenever dividends or distributions payable on the Series A
Junior Participating Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions,
whether or not declared, on shares of Series A Junior Participating Preferred
Stock outstanding shall have been paid in full, the Company shall not:

                  (i)   declare or pay dividends on, make any other
     distributions on, or redeem or purchase or otherwise acquire for
     consideration any shares of stock ranking junior (either as to
     dividends or upon liquidation, dissolution or winding up) to the
     Series A Junior Participating Preferred Stock;

                 (ii)   declare or pay dividends on or make any other
     distributions on any shares of stock ranking on a parity (either as
     to dividends or upon liquidation, dissolution or winding up) with
     the Series A Junior Participating Preferred Stock, except dividends
     paid ratably on the Series A Junior Participating Preferred Stock
     and all such parity stock on which dividends are payable or in
     arrears in proportion to the total amounts to which the holders of
     all such shares are then entitled;

                (iii)   except as permitted in Section 4(A)(iv) below,
     redeem or purchase or otherwise acquire for consideration shares of
     any stock ranking on a parity (either as to dividends or upon
     liquidation, dissolution or winding up) with the Series A Junior
     Participating Preferred Stock, provided that the Company may at any
     time redeem, purchase or otherwise acquire shares of any such parity
     stock in exchange for shares of any stock of the Company ranking
     junior (either as to dividends or upon dissolution, liquidation or
     winding up) to the Series A Junior Participating Preferred Stock;
     and

                 (iv)   purchase or otherwise acquire for consideration any
     shares of Series A Junior Participating Preferred Stock, or any
     shares of stock ranking on a parity with the Series A Junior
     Participating Preferred Stock, except in accordance with a purchase
     offer made in writing

                                    4
 5
     or by publication (as determined by the Board of Directors) to all
     holders of such shares upon such terms as the Board of Directors,
     after consideration of the respective annual dividend rates and
     other relative rights and preferences of the respective series and
     classes, shall determine in good faith will result in fair and
     equitable treatment among the respective series or classes.

            (B)   The Company shall not permit any subsidiary of the Company
to purchase or otherwise acquire for consideration any shares of stock of the
Company unless the Company could, under paragraph (A) of this Section 4,
purchase or otherwise acquire such shares at such time and in such manner.

            Section 5.  Reacquired Shares.
                        -----------------

            Any shares of Series A Junior Participating Preferred Stock
purchased or otherwise acquired by the Company in any manner whatsoever shall
be retired and cancelled promptly after the acquisition thereof.  The Company
shall cause all such shares upon their cancellation to be authorized but
unissued shares of Preferred Stock which may be reissued as part of a new
series of Preferred Stock, subject to the conditions and restrictions on
issuance set forth herein.

            Section 6.  Liquidation, Dissolution or Winding Up.
                        --------------------------------------

            (A)  Upon any liquidation (voluntary or otherwise), dissolution
or winding up of the Company, no distribution shall be made to the holders of
shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Junior Participating Preferred
Stock unless, prior thereto, the holders of shares of Series A Junior
Participating Preferred Stock shall have received $100.00 per share, plus an
amount equal to accrued and unpaid dividends and distributions thereon,
whether or not declared, to the date of such payment (the "Series A
Liquidation Preference").  Following the payment of the full amount of the
Series A Liquidation Preference, no additional distributions shall be made to
the holders of shares of Series A Junior Participating Preferred Stock,
unless, prior thereto, the holders of shares of Common Stock shall have
received an amount per share (the "Common Adjustment") equal to the quotient
obtained by dividing (i) the Series A Liquidation Preference by (ii) 100 (as
appropriately adjusted as set forth in subparagraph C below to reflect such
events as stock dividends, and subdivisions, combinations and consolidations
with respect to the Common Stock) (such number in clause (ii) being referred
to as the "Adjustment Number").  Following the payment of the full amount of
the Series A Liquidation Preference and the  Common Adjustment in respect of
all outstanding shares of Series A Junior Participating Preferred Stock and
Common Stock, respectively, holders of Series A Junior Participating
Preferred Stock and holders of shares of Common Stock shall receive their
ratable and proportionate share of the

                                    5
 6
remaining assets to be distributed in the ratio of the Adjustment Number to 1
with respect to such Series A Junior Participating Preferred Stock and Common
Stock, on a per share basis, respectively.

            (B)   In the event there are not sufficient assets available to
permit payment in full of the Series A Liquidation Preference and the
liquidation preferences of all other series of preferred stock, if any, which
rank on a parity with the Series A Junior Participating Preferred Stock, then
such remaining assets shall be distributed ratably to the holders of such
parity shares in proportion to their respective liquidation preferences.  In
the event there are not sufficient assets available to permit payment in full
of the Common Adjustment, then such remaining assets shall be distributed
ratably to the holders of Common Stock.

            (C)   In the event the Company shall at any time after the Rights
Declaration Date declare or pay any dividend on Common Stock payable in
shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification
or otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case
the Adjustment Number in effect immediately prior to such event shall be
adjusted by multiplying such Adjustment Number by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of shares of Common
Stock that were outstanding immediately prior to such event.

            Section 7.  Consolidation, Merger, etc.
                        --------------------------

            In case the Company shall enter into any consolidation, merger,
combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash and/or any
other property, then in any such case the shares of Series A Junior
Participating Preferred Stock shall at the same time be similarly exchanged
or changed in an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or
exchanged.  In the event the Company shall at any  time after the Rights
Declaration Date declare or pay any dividend on Common Stock payable in
shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification
or otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case
the amount set forth in the preceding sentence with respect to the exchange
or change of shares of Series A Junior Participating Preferred Stock shall be
adjusted by multiplying such amount by a fraction the numerator of which

                                    6
 7
by multiplying such amount by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that are
outstanding immediately prior to such event.

            Section 8.  Redemption.
                        ----------

            The shares of Series A Junior Participating Preferred Stock shall
not be redeemable.

            Section 9.  Ranking.
                        -------

            The Series A Junior Participating Preferred Stock shall rank
junior to all other series of the Company's Preferred Stock as to the payment
of dividends and the distribution of assets, unless the terms of any such
series shall provide otherwise.

            Section 10. Fractional Shares.
                        -----------------

            Series A Junior Participating Preferred Stock may be issued in
fractions of a share which shall entitle the holder, in proportion to such
holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series A Junior Participating Preferred Stock.

            IN WITNESS WHEREOF, this Certificate of Designations is executed
on behalf of the Company by its Vice President and attested by its Secretary
this 27th day of April, 1993.


WITNESS:                                  REINSURANCE GROUP OF AMERICA,
                                          INCORPORATED


 /s/ Matthew P. McCauley                   /s/ Terry M. Lynch
- -----------------------------             -----------------------------
Name:   Matthew P. McCauley               Name:   Terry M. Lynch
Title:  Secretary                         Title:  Vice President


                                    7
 8

STATE OF MISSOURI     )
                      )    SS.
CITY OF ST. LOUIS     )


            On this  27th  day of   April  , 1993, before me,
                    ------        ---------
Donna J. Holsten, a Notary Public in and for the State of Missouri,
- ----------------
personally appeared Terry M. Lynch and Matthew P. McCauley, the Vice
President and Secretary of Reinsurance Group of America, Incorporated,
respectively, known to me to be the persons who executed the foregoing
Certificate of Designations and acknowledged to me that they executed the
same pursuant to authority given by the Board of Directors of such
corporation as their free and voluntary act, and as the free and voluntary
act and deed of such corporation, for the uses and purposes therein set
forth.



                                                /s/ Donna J. Holsten
                                             --------------------------

My commission expires:

            DONNA J. HOLSTEN
   NOTARY PUBLIC - STATE OF MISSOURI
             ST. LOUIS CITY
  MY COMMISSION EXPIRES APRIL 28, 1995
- ----------------------------------------




                                    8

 1



                                RIGHTS AGREEMENT


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


                   REINSURANCE GROUP OF AMERICA, INCORPORATED


                                      and


                            BOATMEN'S TRUST COMPANY

                                  Rights Agent




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




                            Dated as of May 4, 1993




 2

                                             INDEX
                                             -----

                                                                                            Page
                                                                                            ----
                                                                                         
Section 1.  Certain Definitions                                                                1

Section 2.  Appointment of Rights Agent                                                        5

Section 3.  Issue of Right Certificates                                                        5

Section 4.  Form of Right Certificates                                                         7

Section 5.  Countersignature and Registration                                                  8

Section 6.  Transfer, Split Up, Combination and Exchange of Right
               Certificates; Mutilated, Destroyed, Lost or Stolen
               Right Certificates                                                              8

Section 7.  Exercise of Rights; Purchase Price; Expiration Date of Rights                      9

Section 8.  Cancellation and Destruction of Right Certificates                                11

Section 9.  Reservation and Availability of Shares of Preferred Stock                         11

Section 10.  Preferred Stock Record Date                                                      12

Section 11.  Adjustment of Purchase Price, Number of Shares or Number of Rights               13

Section 12.  Certificate of Adjusted Purchase Price or Number of Shares                       21

Section 13.  Consolidation, Merger or Sale or Transfer of Assets or Earning Power             21

Section 14.  Fractional Rights and Fractional Shares                                          24

Section 15.  Rights of Action                                                                 25

Section 16.  Agreement of Right Holders                                                       26

Section 17.  Right Certificate Holder Not Deemed a Stockholder                                26

Section 18.  Concerning the Rights Agent                                                      27

Section 19.  Merger or Consolidation or Change of Name of Rights Agent                        27

Section 20.  Duties of Rights Agent                                                           28


                                    -i-
 3
                                                                                            Page
                                                                                            ----

Section 21.  Change of Rights Agent                                                           30

Section 22.  Issuance of New Right Certificates                                               31

Section 23.  Redemption and Termination                                                       31

Section 24.  Exchange                                                                         32

Section 25.  Notice of Proposed Actions                                                       33

Section 26.  Notices                                                                          34

Section 27.  Supplements and Amendments                                                       35

Section 28.  Successors                                                                       35

Section 29.  Benefits of This Agreement                                                       35

Section 30.  Severability                                                                     35

Section 31.  Governing Law                                                                    36

Section 32.  Counterparts                                                                     36

Section 33.  Descriptive Headings                                                             36

Signatures                                                                                    36

Exhibit A -  Form of Articles Supplementary for
                Series A Junior Participating
                Preferred Stock

Exhibit B -  Form of Right Certificate




                                    -ii-
 4

                                RIGHTS AGREEMENT
                                ----------------

            This Agreement, dated as of May 4, 1993 is entered into between
REINSURANCE GROUP OF AMERICA, INCORPORATED, a Missouri corporation (the
"Company") and BOATMEN'S TRUST COMPANY (the "Rights Agent").

                              W I T N E S S E T H
                              - - - - - - - - - -

            WHEREAS, on April 13, 1993 the Board of Directors of the Company
authorized and declared a dividend distribution of one right (hereinafter
referred to as a "Right") for each share of Common Stock, par value $.01 per
share, of the Company outstanding at the close of business on April 15, 1993
(the "Record Date"), (other than shares of such Common Stock held in the
Company's treasury on such date) and has authorized the issuance of one Right
in respect of each share of Common Stock of the Company issued between the
Record Date (whether originally issued or issued from the Company's treasury)
and the Distribution Date (as such term is defined in Section 3 hereof), each
Right representing the right to purchase one one-hundredth of a share of
Series A Junior Participating Preferred Stock of the Company having the
rights, powers and preferences set forth in the form of Certificate of
Designation attached hereto as Exhibit A, upon the terms and subject to the
conditions hereinafter set forth (the "Rights"); and

            WHEREAS, the Company desires to appoint the Rights Agent to act
as provided herein, and the Rights Agent is willing to so act;

            NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:

            Section 1.  Certain Definitions.  For purposes of this Agreement,
                        -------------------
the following terms have the meanings indicated:

            (a)   "Acquiring Person" shall mean any Person (as hereinafter
defined) who or which, together with all Affiliates (as hereinafter defined)
and Associates (as hereinafter defined) of such Person, without the prior
written approval of a majority of the Board of Directors, shall be the
Beneficial Owner (as hereinafter defined) of securities of the Company
constituting 20% or more of the Voting Power (as hereinafter defined) of the
Company or was such a Beneficial Owner at any time after the date hereof,
whether or not such Person continues to be the Beneficial Owner of securities
representing 20% or more of the Voting Power of the Company, but shall not
include (i) General American Life Insurance Company ("General American"), the
Company, any Subsidiary of the Company, any employee benefit plan or
compensation arrangement of the Company or any Subsidiary of the Company, or
any entity holding securities of the Company to the


 5
extent organized, appointed or established by the Company or any Subsidiary of
the Company for or pursuant to the terms of any such employee benefit plan or
compensation arrangement or (ii) any Person who or which, together with all
Affiliates and Associates of such Person, inadvertently may become the
Beneficial Owner of securities of the Company representing 20% or more of the
Voting Power of the Company or otherwise becomes such a Beneficial Owner
without a plan or intention to acquire control of the Company, so long as such
Person, individually or together with the Affiliates and Associates of such
Person, promptly enters into an irrevocable commitment promptly to divest, and
thereafter promptly divests (without exercising or retaining any power,
including voting, with respect to such securities), sufficient securities of
the Company so that such Person, together with all Affiliates and Associates
of such Person, ceases to be the Beneficial Owner of 20% or more of the
Voting Power of the Company.  Notwithstanding the foregoing, no Person shall
become an "Acquiring Person" as the result of an acquisition of voting
securities of the Company by the Company which, by reducing the amount of
such securities outstanding, increases the proportionate voting power of such
securities beneficially owned by such Person to 20% or more of the Voting
Power; provided, however, that if a Person becomes the Beneficial Owner of
       --------  -------
securities constituting 20% or more of the Voting Power by reason of
purchases by the Company and shall, after such purchases by the Company,
become the Beneficial Owner of any additional voting securities of the
Company without the prior written approval of a majority of the Board of
Directors, then such Person shall be deemed to be an Acquiring Person.

            (b)   "Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), as in effect on the date hereof.

            (c)   A Person shall be deemed the "Beneficial Owner" of, and
shall be deemed to "beneficially own," any securities:

                  (i)   which such Person or any of such Person's Affiliates
or Associates beneficially owns, directly or indirectly as determined
pursuant to Rule 13d-3 of the General Rules and Regulations under the
Exchange Act, as in effect on the date hereof;

                 (ii)   which such Person or any of such Person's Affiliates
or Associates has (A) the right to acquire (whether such right is exercisable
immediately or only after the passage of time) pursuant to any agreement,
arrangement or understanding (other than customary agreements with and
between underwriters and selling group members with respect to a bona fide
public offering of securities), or upon the exercise of conversion rights,
exchange rights, rights (other than these Rights), warrants or options, or
otherwise, provided, however, that a
           --------  -------

                                    2
 6
Person shall not be deemed the "Beneficial Owner" of securities tendered
pursuant to a tender or exchange offer made by or on behalf of such Person or
any of such Person's Affiliates or Associates until such tendered securities
are accepted for payment or exchange; or (B) the right to vote pursuant to
any agreement, arrangement or understanding, provided, however, that a Person
                                             --------  -------
shall not be deemed the  "Beneficial Owner" of any security under this clause
(B) if the agreement, arrangement or understanding to vote such security (1)
arises solely from a revocable proxy or consent given in response to a public
proxy or consent solicitation made pursuant to, and in accordance with, the
applicable rules and regulations under the Exchange Act and (2) is not also
then reportable by such person on Schedule 13D under the Exchange Act (or any
comparable or successor report); or

                (iii)   which are beneficially owned, directly or indirectly,
by any other Person with which such Person or any of such Person's Affiliates
or Associates has any agreement, arrangement or understanding (other than
customary agreements with and between underwriters and selling group members
with respect to a bona fide public offering of securities) for the purpose of
acquiring, holding, voting (except pursuant to a revocable proxy or consent
as described in clause (B) of subparagraph (ii) of this paragraph (c)) or
disposing of any securities of the Company.

            Notwithstanding anything in this definition of Beneficial
Ownership to the contrary, the phrase "then outstanding," when used with
reference to a Person's Beneficial Ownership of securities of the Company,
shall mean the number of such securities then issued and outstanding together
with the number of such securities not then actually issued and outstanding
which such Person would be deemed to own beneficially hereunder.

            (d)   "Board of Directors" shall mean the Board of Directors of
the Company as constituted from time to time.

            (e)   "Business Day" shall mean any day other than a Saturday,
Sunday, or a day on which banking institutions in the State of Missouri are
authorized or obligated by law or executive order to close.

            (f)   "Close of business" on any given date shall mean 5:00 P.M.,
St. Louis, Missouri time, on such date; provided, however, that if such date
                                        --------  -------
is not a Business Day it shall mean 5:00 P.M., St. Louis, Missouri time, on
the next succeeding Business Day.

            (g)   "Common Stock" shall mean the Common Stock, par value $.01
per share, of the Company, except that "Common Stock" when used with
reference to any Person other than the Company shall mean the capital stock
with the greatest Voting Power of

                                    3
 7
such Person or the equity securities or other equity interest having power to
control or direct the management of such Person or, if such Person is a
Subsidiary (as hereinafter defined) of another Person, of the Person which
ultimately  controls such first-mentioned Person and which has issued and
outstanding such capital stock, equity securities or equity interests.

            (h)   "Distribution Date" shall have the meaning set forth in
Section 3 hereof.

            (i)   "Expiration Date" shall have the meaning set forth in
Section 7(a) hereof.

            (j)   "Final Expiration Date" shall have the meaning set forth in
Section 7(a) hereof.

            (k)   "Person" shall mean any individual, firm, corporation,
partnership or other entity, and shall include any successor (by merger or
otherwise) of any such entity.

            (l)   "Preferred Stock" shall mean the Series A Junior
Participating Preferred Stock, par value $.01 per share, of the Company.

            (m)   "Purchase Price" shall have the meaning set forth in
Section 4 hereof.

            (n)   "Redemption Price" shall have the meaning set forth in
Section 23(a) hereof.

            (o)   "Section 11(b) Event" shall have the meaning set forth in
Section 11(b) hereof.

            (p)   "Section 13 Event" shall mean an event described in clauses
(x), (y) or (z) of Section 13(a) hereof.

            (q)   "Stock Acquisition Date" shall mean the earlier of (i) the
first date of public announcement by the Company or an Acquiring Person that
an Acquiring Person has become an Acquiring Person, or (ii) the date on which
the Company first has notice, direct or indirect, or otherwise determines
that a Person has become an Acquiring Person.

            (r)   "Subsidiary" shall mean, with respect to any Person, any
other Person of which securities or other ownership interests having ordinary
Voting Power, in the absence of contingencies, to elect a majority of the
board of directors (or other persons performing similar functions) of such
other Person are at the time directly or indirectly owned by such Person or
one or more of such Person's Subsidiaries, except that "Subsidiary" when used
with reference to the Company shall mean any Person of which either a
majority of the Voting Power of the voting equity securities or a majority of
the equity interests is owned, directly or indirectly, by the Company.

                                    4
 8

            (s)   "Voting Power" shall mean the voting power of all
securities of a Person then outstanding generally entitled to vote for the
election of directors of the Person (or, where appropriate, for the election
of persons performing similar functions).

            Section 2.  Appointment of Rights Agent.  The Company hereby
                        ---------------------------
appoints the Rights Agent to act as agent for the Company and the holders of
the Rights (who, in accordance with Section 3 hereof, shall prior to the
Distribution Date also be the holders of the Common Stock) in accordance with
the terms and conditions hereof, and the Rights Agent hereby accepts such
appointment.  The Company may from time to time appoint such Co-Rights Agents
as it may deem necessary or desirable.  In the event the Company appoints one
or more Co-Rights Agents, the respective duties of the Rights Agents and any
Co-Rights Agents shall be as the Company shall determine.

            Section 3.  Issue of Right Certificates.
                        ---------------------------

            (a)   Until the earlier of (i) the close of business on the tenth
Business Day after the Stock Acquisition Date or (ii) the close of business
on the tenth Business Day (or such later date as may be determined by action
of the Board of Directors but in no event later than such time as any Person
becomes an Acquiring Person) after the date that a tender or exchange offer
by any Person (other than General American, the Company, any Subsidiary of
the Company, any employee benefit plan or compensation arrangement of the
Company or of any Subsidiary of the Company, or any entity holding securities
of the Company to the extent organized, appointed or established by the
Company or any Subsidiary of the Company for or pursuant to the terms of any
such employee benefit plan or compensation arrangement) is first published or
sent or given within the meaning of Rule l4d-2(a) of the General Rules and
Regulations under the Exchange Act, without the prior written approval of a
majority of the Board of Directors, which tender or exchange offer would
result in any Person becoming the Beneficial Owner of Voting Power
aggregating 20% or more of the outstanding Voting Power (including any such
date which is after the date of this Agreement and prior to the issuance of
the Rights; the earlier of such dates being herein referred to as the
"Distribution Date"), (y) the Rights will be evidenced (subject to the
provisions of paragraph (b) of this Section 3) by the certificates for the
Common Stock registered in the names of the holders of the Common Stock
(which certificates for Common Stock shall be deemed also to be Right
Certificates) and not by separate Right Certificates, as more fully set forth
below, and (z) the Rights (and the right to receive certificates therefor)
will be transferable only in connection with the transfer of the underlying
shares of Common Stock, as more fully set forth  below.  As soon as
practicable after the Company has notified the Rights Agent of the occurrence
of the Distribution Date, the Company shall prepare and execute, and the
Rights Agent shall countersign and send, by first-class,

                                    5
 9
insured, postage prepaid mail, to each record holder of the Common Stock as
of the close of business on the Distribution Date, at the address of such
holder shown on the records of the Company, a right certificate, in
substantially the form of Exhibit B hereto (the "Right Certificate"),
evidencing one Right for each share of Common Stock so held.  As of and after
the Distribution Date, the Rights will be evidenced solely by such Right
Certificates.

            (b)   With respect to certificates for the Common Stock
outstanding as of the Record Date, until the Distribution Date (or the
earlier redemption, expiration or termination of the Rights), the Rights will
be evidenced by such certificates for the Common Stock registered in the
names of the holders of the Common Stock and the registered holders of the
Common Stock shall also be registered holders of the associated Rights.
Until the Distribution Date (or the earlier redemption, expiration or
termination of the Rights), the surrender for transfer of any of the
certificates for the Common Stock outstanding in respect of which Rights have
been issued shall also constitute the transfer of the Rights associated with
the Common Stock represented by such certificate.

            (c)   Certificates for the Common Stock issued after the Record
Date but prior to the earlier of the Distribution Date or the redemption,
expiration or termination of the Rights shall be deemed also to be
certificates for Rights and shall have impressed, printed or written on, or
otherwise affixed to them the following legend:

            This certificate also evidences and entitles the holder hereof to
            certain Rights as set forth in a Rights Agreement between
            Reinsurance Group of America, Incorporated (the "Company") and
            Boatmen's Trust Company (the "Rights Agreement"), as it may
            from time to time be supplemented or amended, the terms of
            which are incorporated herein by reference and a copy of which
            is on file at the principal executive offices of the Company.
            Under certain circumstances, as set forth in the Rights
            Agreement, such Rights may be redeemed, expire, exchanged or
            be evidenced by separate certificates and no longer be
            evidenced by this certificate.  The Company will mail to the
            holder of this certificate a copy of the Rights Agreement
            without charge within five days after receipt of a written
            request therefor.  Under certain circumstances, Rights issued
            to or held by Acquiring Persons or their Affiliates or
            Associates (as defined in the Rights Agreement) and any
            subsequent holder of such Rights may become null and void.

With respect to such certificates containing the foregoing legend, until the
Distribution Date (or the earlier redemption, expiration or termination of
the Rights), the Rights associated

                                    6
 10
with the Common Stock represented by such certificates shall be evidenced by
such certificates alone, and the surrender for transfer of any of such
certificates shall also constitute the transfer of the Rights associated with
the Common Stock represented by such certificates.

            In the event that the Company purchases or acquires any Common
Stock after the Record Date but prior to the Distribution Date, any Rights
associated with such Common Stock shall be deemed cancelled and retired so
that the Company shall not be entitled to exercise any Rights associated with
shares of Common Stock which are no longer outstanding.

            Section 4.  Form of Right Certificates.
                        --------------------------

            (a)   The Right Certificates (and the forms of election to
purchase shares and of assignment to be printed on the reverse thereof) shall
be in substantially the same form as Exhibit B hereto and may have such marks
of identification or designation and such legends, summaries or endorsements
printed thereon as the Company may deem appropriate and as are not
inconsistent with the provisions of this Agreement, or as may be required to
comply with any applicable law, rule or regulation or with any rule or
regulation of any stock exchange on which the Rights may from time to time be
listed, or to conform to customary usage.  Subject to the provisions of
Section 11 and Section 22 hereof, the Right Certificates, whenever issued,
shall be dated as of the Record Date, and on their face shall entitle the
holders thereof to purchase such number of one one-hundredths of a share of
Preferred Stock as shall be set forth therein at the price per one
one-hundredth of a share as set forth therein (the  "Purchase Price"), but the
number and identity of such shares and the Purchase Price shall be and remain
subject to adjustment as provided in Sections 11, 13 and 22 hereof.

            (b)   Any Right Certificate issued pursuant to Section 3(a)
hereof that represents Rights beneficially owned by an Acquiring Person or
any Associate or Affiliate thereof and any Right Certificate issued at any
time upon the transfer of any Rights to an Acquiring Person or any Associate
or Affiliate thereof or to any nominee of such Acquiring Person, Associate or
Affiliate, and any Right Certificate issued pursuant to Section 6 hereof,
Section 11 hereof or Section 22 hereof upon transfer, exchange, replacement
or adjustment of any other Right Certificate referred to in this sentence,
shall contain (to the extent feasible) the following legend:

            The Rights represented by this Right Certificate were issued to a
            Person who was an Acquiring Person or an Affiliate or an
            Associate of an Acquiring Person.  This Right Certificate and
            the Rights represented hereby are void in the circumstances
            specified in Section 7(e) of the Rights Agreement.


                                    7
 11

The failure to print the foregoing legend on any such Right Certificate or any
defect therein shall not affect in any manner whatsoever the application or
interpretation of the provisions of Section 7(e) hereof.

            Section 5.  Countersignature and Registration.
                        ---------------------------------

            (a)   The Right Certificates shall be executed on behalf of the
Company by its Chairman of the Board, its President or any Vice President,
either manually or by facsimile signature, and shall have affixed thereto the
Company's seal or a facsimile thereof which shall be attested by the
Secretary or an Assistant Secretary of the Company, either manually or by
facsimile signature.  The Right Certificates shall be countersigned manually
or by facsimile signature by the Rights Agent or the Registrar and shall not
be valid for any purpose unless so countersigned.  In case any officer of the
Company whose manual or facsimile signature is affixed to the Right
Certificates shall cease to be such officer of the Company before
countersignature by the Rights Agent or the Registrar and issuance and
delivery by the Company, such Right Certificates, nevertheless, may be
countersigned by the Rights Agent or the Registrar, issued and delivered with
the same force and effect as though the person who signed such Right
Certificates had not ceased to be such  officer of the Company.  Any Right
Certificate may be signed on behalf of the Company by any person who, at the
actual date of the execution of such Right Certificate, shall be a proper
officer of the Company to sign such Right Certificate, although at the date
of the execution of this Rights Agreement any such person was not such an
officer.

            (b)   Following the Distribution Date, the Rights Agent will keep
or cause to be kept, at its shareholder services office or such other office
designated for such purpose, books for registration and transfer of the Right
Certificates issued hereunder.  Such books shall show the names and addresses
of the respective holders of the Right Certificates, the number of Rights
evidenced on its face by each of the Right Certificates, the certificate
number of each of the Right Certificates and the date of each of the Right
Certificates.

            Section 6.  Transfer, Split Up, Combination and Exchange of Right
                        -----------------------------------------------------
Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates.
- ---------------------------------------------------------------------
Subject to the provisions of Section 14 hereof, at any time after the close
of business on the Distribution Date, and at or prior to the close of
business on the Expiration Date (as such term is defined in Section 7(a)
hereof), any Right Certificate or Right Certificates (other than Right
Certificates representing Rights that have become void pursuant to Section
7(e) hereof) may be transferred, split up, combined or exchanged for another
Right Certificate or Right Certificates, entitling the registered holder to
purchase a like number of shares of Preferred Stock as the Right Certificate
or Right Certificates surrendered then entitled such holder to

                                    8
 12
purchase.  Any registered holder desiring to transfer, split up, combine or
exchange any Right Certificate shall make such request in writing delivered
to the Rights Agent, and shall surrender the Right Certificate or Right
Certificates to be transferred, split up, combined or exchanged at the
principal office of the Rights Agent.  Thereupon, the Rights Agent shall
countersign and deliver to the person entitled thereto a Right Certificate or
Right Certificates, as the case may be, as so requested.  The Company may
require payment of a sum sufficient to cover any tax or governmental charge
that may be imposed in connection with any transfer, split up, combination or
exchange of Right Certificates.

            Upon receipt by the Company and the Rights Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction or mutilation
of a Right Certificate, and, in case of loss, theft or destruction, of
indemnity  or security reasonably satisfactory to them, and reimbursement to
the Company and the Rights Agent of all reasonable expenses incidental
thereto, and upon surrender to the Rights Agent and cancellation of the Right
Certificate if mutilated, the Company will make and deliver a new Right
Certificate of like tenor to the Rights Agent for countersignature and
delivery to the registered owner in lieu of the Right Certificate so lost,
stolen, destroyed or mutilated.

            Section 7.  Exercise of Rights; Purchase Price; Expiration Date
of Rights.              ---------------------------------------------------
- ---------

            (a)   The registered holder of any Right Certificate may exercise
the Rights evidenced thereby (except as otherwise provided herein) in whole
or in part at any time after the Distribution Date upon surrender of the
Right Certificate, with the form of election to purchase on the reverse side
thereof duly executed, to the Rights Agent at the shareholder services office
of the Rights Agent or such office designated for such purpose, together with
payment of the Purchase Price for each one-one hundredth of a share of
Preferred Stock as to which the Rights are exercised, at or prior to the
close of business on the Expiration Date.  The "Expiration Date", as used in
this Agreement, shall be the earliest of (i) the Final Expiration Date (as
defined below), (ii) the time at which the Rights are redeemed as provided in
Section 23 hereof, or (iii) the time at which such Rights are exchanged as
provided in Section 24 hereof.  The "Final Expiration Date", as used in this
Agreement, shall be April 15, 2003.

            (b)   The Purchase Price for each one one-hundredth of a share of
Preferred Stock pursuant to the exercise of a Right shall initially be
$130.00, shall be subject to adjustment from time to time as provided in
Sections 11 and 13 hereof and shall be payable in lawful money of the United
States of America in accordance with paragraph (c) below.


                                    9
 13

            (c)   Upon receipt of a Right Certificate, with the form of
election to purchase duly executed, accompanied by payment of the Purchase
Price for each one one-hundredth of a share of Preferred Stock to be
purchased and an amount equal to any applicable transfer tax required to be
paid by the holder of the Rights pursuant hereto in accordance with Section 9
hereof by certified check, bank draft or money order payable to the order of
the Company or the Rights Agent, the Rights Agent shall, subject to Section
20(k) hereof, thereupon promptly (i) either (A) requisition from any transfer
agent of the  shares of Preferred Stock (or make available, if the Rights
Agent is the transfer agent) certificates for the number of shares of
Preferred Stock to be purchased and the Company hereby irrevocably authorizes
its transfer agent to comply with all such requests, or (B) if the Company,
in its sole discretion, shall have elected to deposit the shares of Preferred
Stock issuable upon exercise of the Rights hereunder into a depositary,
requisition from the depositary agent depositary receipts representing such
number of one one-hundredths of a share of Preferred Stock as are to be
purchased (in which case certificates for the shares of Preferred Stock
represented by such receipts shall be deposited by the transfer agent with
the depositary agent) and the Company will direct the depositary agent to
comply with all such requests, (ii) promptly after receipt of such
certificates or depositary receipts cause the same to be delivered to or upon
the order of the registered holder of such Right Certificate, registered in
such name or names as may be designated by such holder, (iii) when
appropriate, requisition from the Company the amount of cash to be paid in
lieu of issuance of fractional shares in accordance with Section 14 hereof,
(iv) after receipt of any such cash, promptly deliver such cash to or upon
the order of the registered holder of such Right Certificate, (v) when
appropriate, requisition from the Company the amount of cash or securities
issuable upon exercise of a Right pursuant to the adjustment provisions of
Section 11 or the exchange provisions of Section 24, and (vi) after receipt
of any such cash or securities, promptly deliver such cash or securities to
or upon the order of the registered holder of such Right Certificate, of any
such cash or securities.

            (d)   In case the registered holder of any Right Certificate
shall exercise less than all the Rights evidenced thereby, a new Right
Certificate evidencing Rights equivalent to the Rights remaining unexercised
shall be issued by the Rights Agent to the registered holder of such Right
Certificate or to his duly authorized assigns, subject to the provisions of
Section 14 hereof.

            (e)   Notwithstanding anything in this Agreement to the contrary,
upon the first occurrence of a Section 11(b) Event or a Section 13 Event, any
Rights that are or were at any time on or after the earlier of the Stock
Acquisition Date or the Distribution Date beneficially owned by an Acquiring
Person or

                                    10
 14
any Associate or Affiliate of an Acquiring Person shall become void with
respect to the rights provided under Section 11(b), Section 13(a) and Section
24 hereof and any holder of such Rights shall thereafter have no right to
exercise such Rights under the provisions of Section 11(b) and Section 13(a)
hereof, or to receive any Common Stock in exchange therefor pursuant to the
provisions of Section 24 hereof.

            (f)   Notwithstanding anything in this Agreement to the contrary,
neither the Rights Agent nor the Company shall be obligated to undertake any
action with respect to  a registered holder upon the occurrence of any
purported exercise as set forth in this Section 7 unless the certificate
contained in the appropriate form of election to purchase set forth on the
reverse side of the Right Certificate surrendered for such exercise shall
have been properly completed and duly executed by the registered holder
thereof and the Company shall have been provided with such additional
evidence of the identity of the Beneficial Owner (or former Beneficial Owner)
or Affiliates or Associates thereof as the Company shall reasonably request.

            Section 8.  Cancellation and Destruction of Right Certificates.
                        --------------------------------------------------
All Right Certificates surrendered for the purpose of exercise, transfer,
split up, combination or exchange shall, if surrendered to the Company or to
any of its agents, be delivered to the Rights Agent for cancellation or in
cancelled form, or, if surrendered to the Rights Agent, shall be cancelled by
it, and no Right Certificates shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Rights Agreement.  The
Company shall deliver to the Rights Agent for cancellation and retirement,
and the Rights Agent shall so cancel and retire, any other Right Certificate
purchased or acquired by the Company otherwise than upon the exercise
thereof.  The Rights Agent shall deliver all cancelled Right Certificates to
the Company, or shall, at the written request of the Company, destroy such
cancelled Right Certificates, and in such case shall deliver a certificate of
destruction thereof to the Company.

            Section 9.  Reservation and Availability of Shares of Preferred
Stock.                  ---------------------------------------------------
- -----

            (a)   The Company covenants and agrees that it will cause to be
reserved and kept available out of its authorized and unissued shares of
Preferred Stock or its authorized and issued shares of Preferred Stock held
in its treasury, the number of shares of Preferred Stock that will be
sufficient to permit the exercise in full of all outstanding Rights and,
after the occurrence of a Section 11(b) Event or a Section 13 Event, shall so
reserve and keep available a sufficient number of shares of Preferred Stock,
Common Stock and/or other securities which may be required to permit the
exercise in full of the Rights pursuant to this Agreement.


                                    11
 15

            (b)   The Company covenants and agrees that it will take all such
action as may be necessary to ensure that all shares of Preferred Stock
and/or other securities  delivered upon exercise of Rights shall, at the time
of delivery of the certificates for such shares or other securities (subject
to payment of the Purchase Price), be duly and validly authorized and issued
and fully paid and nonassessable shares or securities.

            (c)   The Company shall use its best efforts to (i) file, as soon
as practicable following the first occurrence of an event which would
establish the Distribution Date, a registration statement under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to
the securities purchasable upon exercise of the Rights on an appropriate
form, (ii) cause such registration statement to become effective as soon as
practicable after such filing, and (iii) cause such registration statement to
remain effective (with a prospectus at all times meeting the requirements of
the Securities Act) until the Expiration Date.  The Company will also take
such action as may be appropriate under the "Blue Sky Laws" of the various
states.

            (d)   The Company further covenants and agrees that it will pay
when due and payable any and all federal and state transfer taxes and charges
which may be payable in respect of the issuance or delivery of the Right
Certificates or of any shares of Preferred Stock and/or other securities upon
the exercise of Rights.  The Company shall not, however, be required to pay
any transfer tax which may be payable in respect of any transfer involved in
the transfer or delivery of Right Certificates or the issuance or delivery of
certificates or depositary receipts for Preferred Stock and/or other
securities in a name other than that of the registered holder of the Right
Certificate evidencing Rights surrendered for exercise, nor shall the Company
be required to issue or deliver any certificates or depositary receipts for
shares of Preferred Stock and/or other securities upon the exercise of any
Rights until any such tax shall have been paid (any such tax being payable by
the holder of such Right Certificate at the time of surrender) or until it
has been established to the Company's satisfaction that no such tax is due.

            Section 10.  Preferred Stock Record Date.  Each person (other
                         ---------------------------
than the Company) in whose name any certificate for shares of Preferred Stock
(or other securities) is issued upon the exercise of Rights shall for all
purposes be deemed to have become the holder of record of the Preferred Stock
(or other securities) represented thereby on, and such certificate shall be
dated, the date upon which the Right Certificate  evidencing such Rights was
duly surrendered and payment of the Purchase Price (and any applicable
transfer taxes) was made; provided, however, that if the date of such
                          --------  -------
surrender and payment is a date upon which the Preferred Stock (or other
securities) transfer books of the Company are closed, such person shall be
deemed to have

                                    12
 16
become the record holder of such shares on, and such certificate shall be
dated, the next succeeding Business Day on which the Preferred Stock (or
other securities) transfer books of the Company are open.  Prior to the
exercise of the Rights evidenced thereby, the holder of a Right Certificate
shall not be entitled to any rights of a stockholder of the Company with
respect to shares for which the Rights shall be exercisable, including,
without limitation, the right to vote, to receive dividends or other
distributions or to exercise any preemptive rights, and shall not be entitled
to receive any notice of any proceedings of the Company, except as provided
herein.

            Section 11.  Adjustment of Purchase Price, Number of Shares or
                         -------------------------------------------------
Number of Rights.  The Purchase Price, the number and identity of shares
- ----------------
covered by each Right and the number of Rights outstanding are subject to
adjustment from time to time as provided in this Section 11.

            (a)   In the event the Company shall at any time after the date
of this Agreement (i) declare a dividend on the Preferred Stock payable in
shares of Preferred Stock, (ii) subdivide the outstanding Preferred Stock,
(iii) combine the outstanding Preferred Stock into a smaller number of shares
or (iv) issue any shares of its capital stock in a reclassification of the
Preferred Stock (including any such reclassification in connection with a
consolidation or merger in which the Company is the continuing or surviving
corporation), except as otherwise provided in this Section 11, the Purchase
Price in effect at the time of the record date for such dividend or the time
of the effective date of such subdivision, combination or reclassification,
and the number and kind of shares of capital stock, including Preferred
Stock, issuable upon exercise of a Right, shall be proportionately adjusted
so that the holder of any Right exercised after such time, upon payment of
the aggregate consideration such holder would have had to pay to exercise
such Right prior to such time, shall be entitled to receive the aggregate
number and kind of shares of capital stock, including Preferred Stock,
which, if such Right had been exercised immediately prior to such date and at
a time when the Preferred Stock transfer books of the Company were open, he
would have owned upon such exercise and been entitled to receive by virtue of
such dividend, subdivision, combination or reclassification.

            (b)   In the event any Person shall become an Acquiring Person
("Section 11(b) Event"), then proper provision shall be made so that each
holder of a Right, subject to Section 7(e) and Section 24 hereof and except
as provided below, shall after the later of the occurrence of such event and
the effective date of an appropriate registration statement pursuant to
Section 9 hereof, have a right to receive, upon exercise thereof at the then
current Purchase Price multiplied by the then number of one-one hundredths of
a share of Preferred Stock for which a Right is then exercisable in
accordance with the terms of this Agreement,

                                    13
 17
in lieu of shares of Preferred Stock, such number of shares of Common Stock
of the Company as shall equal the result obtained by (y) multiplying the then
current Purchase Price by the then number of one one-hundredths of a share of
Preferred Stock for which a Right is then exercisable and dividing that
product by (z) 50% of the current market price per one share of Common Stock
(determined pursuant to Section 11(f) hereof on the date of the occurrence of
the Section 11(b) Event) (such number of shares being referred to as the
"number of Adjustment Shares").

            (c)   In the event that there shall not be sufficient Treasury
shares or authorized but unissued shares of Common Stock to permit the
exercise in full of the Rights in accordance with the foregoing Section
11(b), and the Rights become so exercisable, notwithstanding any other
provision of this Agreement, to the extent necessary and permitted by
applicable law and any agreements in effect on the date hereof to which the
Company is a party, each Right shall thereafter represent the right to
receive, upon exercise thereof at the then current Purchase Price multiplied
by the then number of one-one hundredths of a share of Preferred Stock for
which a Right is then exercisable in accordance with the terms of this
Agreement, a number of shares, or units of shares, of (y) Common Stock, and
(z) preferred stock (or other equity securities) of the Company, including,
but not limited to Preferred Stock, equal in the aggregate to the number of
Adjustment Shares where the Board of Directors shall have in good faith
deemed such shares or units, other than the shares of Common Stock, to have
at least the same value and voting rights as the Common Stock (a "common
stock equivalent"); provided, however, if there are unavailable sufficient
                    --------  -------
shares (or fractions of shares) of Common Stock and/or common stock
equivalents, then the Company shall take all such action as may be necessary
to authorize additional shares of Common Stock or common stock equivalents
for issuance upon exercise of the Rights, including the calling of a meeting
of shareholders; and provided, further, that if the Company is unable to
                 ------------  -------
cause sufficient shares of Common Stock and/or common stock equivalents to be
available for issuance upon exercise in full of the Rights, then the Company,
to the extent necessary and permitted by applicable law and any agreements or
instruments in effect on the date thereof to which it is a party, shall make
provision to pay an amount in cash equal to twice the Purchase Price (as
adjusted pursuant to this Section 11), in lieu of issuing shares of Common
Stock and/or common stock equivalents.  To the extent that the Company
determines that some action needs to be taken pursuant to this Section 11(c),
a majority of the Board of Directors may suspend the exercisability of the
Rights for a period of up to sixty (60) days following the date on which the
Section 11(b) Event shall have occurred, in order to decide the appropriate
form of distribution to be made pursuant to this Section 11(c) and to
determine the value thereof.  In the event of any such suspension, the
Company shall issue a public announcement stating that the exercisability of
the Rights has been temporarily suspended.  The Board of Directors may, but

                                    14
 18
shall not be required to, establish procedures to allocate the right to
receive Common Stock and common stock equivalents upon exercise of the Rights
among holders of Rights, which such allocation may be, but is not required to
be, pro-rata.

            (d)   If the Company shall fix a record date for the issuance of
rights or warrants to all holders of Preferred Stock entitling them (for a
period expiring within 90 calendar days after such record date) to subscribe
for or purchase Preferred Stock (or securities having the same or more
favorable rights, privileges and preferences as the Preferred Stock
("equivalent preferred stock")) or securities convertible into Preferred
Stock or equivalent preferred stock, at a price per share of Preferred Stock
or per share of equivalent preferred stock or having a conversion or exercise
price per share, as the case may be, less than the current market price per
share of Preferred Stock (as defined in Section 11(f) hereof) on such record
date, the Purchase Price to be in effect after such record date shall be
determined by multiplying the Purchase Price in effect immediately prior to
such date by a fraction, the numerator of which shall be the number of shares
of Preferred Stock outstanding on such record date plus the number of shares
of Preferred Stock which the aggregate offering price of the total number of
shares of Preferred Stock or equivalent preferred stock to be offered (and/or
the aggregate initial conversion price of the convertible securities so to be
offered) would purchase at such current market price, and the denominator of
which shall be the number of shares of Preferred Stock outstanding on such
record date plus the number of additional shares of Preferred Stock and/or
equivalent preferred stock to be offered for subscription or purchase  (or
into which the convertible securities so to be offered are initially
convertible).  In case such subscription price may be paid in a
consideration, part or all of which shall be in a form other than cash, the
value of such consideration shall be as determined in good faith by a
majority of the Board of Directors, whose determination shall be described in
a statement filed with the Rights Agent.  Shares of Preferred Stock owned by
or held for the account of the Company shall not be deemed outstanding for
the purpose of any such computation.  Such adjustment shall be made
successively whenever such a record date is fixed; and in the event that such
rights or warrants are not so issued, the Purchase Price shall be adjusted to
be the Purchase Price which would then be in effect if such record date had
not been fixed.

            (e)   If the Company shall fix a record date for the making of a
distribution to all holders of Preferred Stock (including any such
distribution made in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation) of evidences of
indebtedness, cash (other than a regular periodic cash dividend out of
earnings or retained earnings of the Company), assets (other than a dividend
payable in Preferred Stock, but including any dividend payable in stock other
than Preferred Stock) or convertible securities,

                                    15
 19
subscription rights or warrants (excluding those referred to in Section 11(d)
hereof), the Purchase Price to be in effect after such record date shall be
determined by multiplying the Purchase Price in effect immediately prior to
such record date by a fraction, the numerator of which shall be the current
market price for one share of Preferred Stock (as defined in Section 11(f)
hereof) on such record date less the fair market value (as determined in good
faith by a majority of the Board of Directors, whose determination shall be
described in a statement filed with the Rights Agent) of the portion of the
assets or evidences of indebtedness so to be distributed or of such
convertible securities, subscription rights or warrants applicable to one
share of Preferred Stock, and the denominator of which shall be such current
market price for one share of Preferred Stock.  Such adjustments shall be
made successively whenever such a record date is fixed; and in the event that
such distribution is not so made, the Purchase Price shall again be adjusted
to be the Purchase Price which would then be in effect if such record date
had not been fixed.

            (f)   (i) For the purpose of any computation hereunder, the
"current market price" of any security (a  "Security" for purposes of this
Section 11(f)(i)) on any date shall be deemed to be the average of the daily
closing prices per share of such Security for the 30 consecutive Trading Days
(as hereinafter defined) immediately prior to such date; provided, however,
                                                         --------  -------
that in the event that the current market price per share of such Security is
determined during a period following the announcement by the issuer of such
Security of (A) a dividend or distribution on such Security payable in shares
of such Security or securities convertible into shares of such Security or
(B) any subdivision, combination or reclassification of such Security, and
prior to the expiration of 30 Trading Days after the ex-dividend date for
such dividend or distribution or the record date for such subdivision,
combination or reclassification, then, and in each such case, the "current
market price" shall be appropriately adjusted to reflect the current market
price per share equivalent of such Security.  The closing price for each day
shall be the last sale price, regular way, or, in case no such sale takes
place on such day, the average of the closing bid and asked prices, regular
way, in either case as reported in the principal consolidated transaction
reporting system with respect to securities listed or admitted to trading on
the New York Stock Exchange or, if the Security is not listed or admitted to
trading on the New York Stock Exchange, as reported in the principal
consolidated transaction reporting system with respect to securities listed
on the principal national securities exchange on which the Security is listed
or admitted to trading or, if the Security is not listed or admitted to
trading on any national securities exchange, the average of the high bid and
low asked prices in the over-the-counter market, as reported by the National
Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ")
or such other system then in use, or, if on any such date the Security is not
quoted by any such

                                    16
 20
organization, the average of the closing bid and asked prices as furnished by
a professional market maker making a market in the Security selected by a
majority of the Board of Directors.  If on any such date no market maker is
making a market in the Security, the fair value of such Security on such date
as determined in good faith by a majority of the Board of Directors shall be
used.  The term "Trading Day" shall mean a day on which the principal
national securities exchange on which the Security is listed or admitted to
trading is open for the transaction of business or, if the Security is not
listed or admitted to trading on any national securities exchange, a Business
Day.  If the Security is not publicly held or not so listed or traded,
"current market price" shall mean the  fair value as determined in good faith
by a majority of the Board of Directors, whose determination shall be
described in a statement filed with the Rights Agent.

                 (ii)   For the purpose of any computation hereunder, the
"current market price" per share (or one one-hundredth of a share) of
Preferred Stock shall be determined in the same manner as set forth above for
the Common Stock in clause (i) of this Section 11(f) (other than the last
sentence thereof).  If the current market price per share (or one
one-hundredth of a share) of Preferred Stock cannot be determined in the manner
provided above or if the Preferred Stock is not publicly held or listed or
traded in a manner described in clause (i) of this Section 11(f), the
"current market price" per share of Preferred Stock shall be conclusively
deemed to be an amount equal to 100 (as such number may be appropriately
adjusted for such events as stock splits, stock dividends and
recapitalizations with respect to the Common Stock occurring after the date
of this Agreement) multiplied by the current market price per share of the
Common Stock and the "current market price" per one one-hundredth of a share
of Preferred Stock shall be equal to the current market price per share of
the Common Stock (as appropriately adjusted).  If neither the Common Stock
nor the Preferred Stock is publicly held or so listed or traded, "current
market price" per share shall mean the fair value per share as determined in
good faith by the Board of Directors, whose determination shall be described
in a statement filed with the Rights Agent and shall be conclusive for all
purposes.

            (g)   No adjustment in the Purchase Price shall be required
unless such adjustment would require an increase or decrease of at least 1%
in the Purchase Price; provided, however, that any adjustments which by
reason of this Section 11(g) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment.  All
calculations under this Section 11 shall be made to the nearest cent or to
the nearest ten-thousandth of a share, as the case may be.  Notwithstanding
the first sentence of this Section 11(g), any adjustment required by this
Section 11 shall be made no later than the earlier of (i) three years from
the date of the transaction which mandates such adjustment or (ii) the
Expiration Date.


                                    17
 21

            (h)   In the event that at any time, as a result of an adjustment
made pursuant to Section 11(a) or (b) hereof, the holder of any Right shall
be entitled to receive upon exercise of such Right any shares of capital
stock of the Company other than shares of Preferred Stock, thereafter the
number of such other shares so receivable upon exercise of any Right shall be
subject to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the shares
contained in Section 11(a) through (e) hereof, inclusive, and the provisions
of Sections 7, 9, 10, 13 and 14 hereof with respect to the shares of
Preferred Stock shall apply on like terms to any such other shares.

            (i)   All Rights originally issued by the Company subsequent to
any adjustment made to the Purchase Price hereunder shall evidence the right
to purchase, at the adjusted Purchase Price, the number of one one-hundredths
of a share of Preferred Stock or other capital stock of the Company
purchasable from time to time hereunder upon exercise of the Rights, all
subject to further adjustment of the Purchase Price.

            (j)   Unless the Company shall have exercised its election as
provided in Section 11(k) hereof, upon each adjustment of the Purchase Price
as a result of the calculations made in Section 11(d) and (e) hereof, each
Right outstanding immediately prior to the making of such adjustment shall
thereafter evidence the right to purchase, at the adjusted Purchase Price,
that number of one one-hundredths of a share of Preferred Stock (calculated
to the nearest ten-thousandth) obtained by (i) multiplying (A) the number of
one one-hundredths of a share of Preferred Stock covered by a Right
immediately prior to the adjustment by (B) the Purchase Price in effect
immediately prior to such adjustment of the Purchase Price and (ii) dividing
the product so obtained by the Purchase Price in effect immediately after
such adjustment of the Purchase Price.

            (k)   The Company may elect on or after the date of any
adjustment of the Purchase Price to adjust the number of Rights, in
substitution for any adjustment in the number of shares of Preferred Stock
purchasable upon the exercise of a Right.  Each of the Rights outstanding
after such adjustment of the number of Rights shall be exercisable for the
number of one one-hundredths of a share of Preferred Stock for which such
Right was exercisable immediately prior to such adjustment.  Each Right held
of record prior to such adjustment of the number of Rights shall become that
number of Rights (calculated to the nearest ten-thousandth) obtained by
dividing the Purchase Price in effect immediately prior to adjustment of the
Purchase Price by the Purchase Price in  effect immediately after adjustment
of the Purchase Price.  The Company shall make a public announcement of its
election to adjust the number of Rights, indicating the record date for the
adjustment, and, if known at the time, the amount of the adjustment to be
made.  This record date may be the date on which the Purchase Price is
adjusted or any day

                                    18
 22
thereafter, but, if the Right Certificates have been issued, shall be at
least 10 days later than the date of the public announcement.  If Right
Certificates have been issued, upon each adjustment of the number of Rights
pursuant to this Section 11(k), the Company shall, as promptly as
practicable, cause to be distributed to holders of record of Right
Certificates on such record date Right Certificates evidencing, subject to
Section 14 hereof, the additional Rights to which such holders shall be
entitled as a result of such adjustment, or, at the option of the Company,
shall cause to be distributed to such holders of record in substitution and
replacement for the Right Certificates held by such holders prior to the date
of adjustment, and upon surrender thereof, if required by the Company, new
Right Certificates evidencing all the Rights to which such holders shall be
entitled after such adjustment.  Right Certificates so to be distributed
shall be issued, executed and countersigned in the manner provided for herein
(and may bear, at the option of the Company, the adjusted Purchase Price) and
shall be registered in the names of the holders of record of Right
Certificates on the record date specified in the public announcement.

            (l)   Irrespective of any adjustment or change in the Purchase
Price or the number of shares of Preferred Stock issuable upon the exercise
of the Rights, the Right Certificates theretofore and thereafter issued may
continue to express the Purchase Price and the number of shares which were
expressed in the initial Right Certificates issued hereunder.

            (m)   Before taking any action that would cause an adjustment
reducing the Purchase Price below the then par value, if any, of the shares
of Common Stock or other securities and below one one-hundredth of the then
par value, if any, of the Preferred Stock, issuable upon exercise of the
Rights, the Company shall take any corporate action which may, in the opinion
of its counsel, be necessary in order that the Company may validly and
legally issue fully paid and nonassessable shares of such Preferred Stock,
Common Stock or other securities at such adjusted Purchase Price.  If upon
any exercise of the Rights, a holder is to receive a combination of Common
Stock and common stock equivalents, a portion of the  consideration paid upon
such exercise, equal to at least the then par value of a share of Common
Stock of the Company, shall be allocated as the payment for each share of
Common Stock of the Company so received.

            (n)   In any case in which this Section 11 shall require that an
adjustment in the Purchase Price be made effective as of a record date for a
specified event, the Company may elect to defer until the occurrence of such
event the issuing to the holder of any Right exercised after such record date
the shares of Preferred Stock and other capital stock or securities of the
Company, if any, issuable upon such exercise over and above the shares of
Preferred Stock and other capital stock or securities of the Company, if any,
issuable upon such exercise on the basis of the Purchase Price in effect
prior to such adjustment;

                                    19
 23
provided, however, that the Company shall deliver to such holder a due bill
- --------  -------
or other appropriate instrument evidencing such holder's right to receive
such additional shares upon the occurrence of the event requiring such
adjustment.

            (o)   Anything in this Section 11 to the contrary
notwithstanding, the Company shall be entitled to make such reductions in the
Purchase Price, in addition to those adjustments expressly required by this
Section 11, as and to the extent that in their good faith judgment a majority
of the Board of Directors shall determine to be advisable in order that any
(i) consolidation or subdivision of the Preferred Stock, (ii) issuance wholly
for cash of any Preferred Stock at less than the then current market price,
(iii) issuance wholly for cash of Preferred Stock or securities which by
their terms are convertible into or exchangeable for Preferred Stock, (iv)
stock dividends or (v) issuance of rights, options or warrants referred to
hereinabove in this Section 11, hereafter made by the Company to the holders
of its Preferred Stock, shall not be taxable to such stockholders.

            (p)   In the event that at any time after the date of this
Agreement and prior to the Distribution Date, the Company shall (i) declare
or pay any dividend on the Common Shares payable in Common Shares or (ii)
effect a subdivision, combination or consolidation of the Common Shares (by
reclassification or otherwise than by payment of dividends in Common Shares)
into a greater or lesser number of Common Shares, then in any such case (y)
the number of one one-hundredths of a Preferred Share purchasable after such
event upon proper exercise of each Right shall be determined by multiplying
the number of one one-hundredths of a Preferred Share so purchasable
immediately prior to such event by a fraction, the numerator of which is the
number of Common Shares outstanding immediately before such event and the
denominator of which is the number of Common Shares outstanding immediately
after such event, and (z) each Common Share outstanding immediately after
such event shall have issued with respect to it that number of Rights which
each Common Share outstanding immediately prior to such event had issued with
respect to it.  The adjustments provided for in this Section 11(p) shall be
made successively whenever such a dividend is declared or paid or such a
subdivision, combination or consolidation is effected.

            (q)   The Company covenants and agrees that it shall not, at any
time after the Distribution Date and so long as the Rights have not been
redeemed pursuant to Section 23 hereof or exchanged pursuant to Section 24
hereof, (i) consolidate with, (ii) merge with or into, or (iii) sell or
transfer, in one or more transactions, assets or earning power aggregating
more than 50% of the assets or earning power of the Company and its
Subsidiaries (taken as a whole) to, any other Person, if at the time of or
immediately after such consolidation, merger or sale there are any rights,
warrants or other instruments or securities

                                    20
 24
outstanding or agreements in effect which would substantially diminish or
otherwise eliminate the benefits intended to be afforded by the Rights.

            (r)   The Company covenants and agrees that, after the Stock
Acquisition Date, it will not, except as permitted by Sections 23 and 24
hereof, take any action the purpose or effect of which is to diminish
substantially or otherwise eliminate the benefits intended to be afforded by
the Rights.

            Section 12.  Certificate of Adjusted Purchase Price or Number of
                         ---------------------------------------------------
Shares.  Whenever an adjustment is made as provided in Sections 11 or 13
- ------
hereof, the Company shall (a) promptly prepare a certificate setting forth
such adjustment, and a brief statement of the facts accounting for such
adjustment, (b) promptly file with the Rights Agent and with each transfer
agent for the Preferred Stock and the Common Stock a copy of such certificate
and (c) mail a brief summary thereof to each holder of a Right Certificate in
accordance with Section 26 hereof, or prior to the Distribution Date,
disclose a brief summary in a filing under the Securities Exchange Act of
1934, as amended.  The Rights Agent shall be fully protected in relying on
any such certificate and on any adjustments therein contained.

            Section 13.  Consolidation, Merger or Sale or Transfer of Assets
or Earning Power.        ---------------------------------------------------
- ----------------

            (a)   In the event that, directly or indirectly, following the
Distribution Date, (x) the Company shall consolidate with, or merge with and
into, any other Person, (y) any Person shall consolidate with or merge with
and into the Company, and the Company shall be the continuing or surviving
corporation of such merger and, in connection with such merger, all or part
of the Common Stock shall be changed into or exchanged for stock or other
securities of any other Person or cash or any other property, or (z) the
Company shall sell, or otherwise transfer (or one or more of its Subsidiaries
shall sell or otherwise transfer), in one or more transactions, assets or
earning power aggregating 50% or more of the assets or earning power of the
Company and its Subsidiaries (taken as a whole) to any other Person other
than to the Company or one or more of its wholly-owned Subsidiaries, then,
and in each such case, proper provision shall be made so that (i) each holder
of a Right, subject to Section 7(e) hereof, shall thereafter have the right
to receive, upon the exercise thereof at the then current Purchase Price
multiplied by the then number of one-one hundredths of a share of Preferred
Stock for which a Right is then exercisable (or if a Section 11(b) Event has
occurred prior to the first occurrence of a Section 13 Event, multiplying the
number of such one one-hundredths of a share for which a Right was
exercisable immediately prior to the first occurrence of a Section 11(b)
Event by the Purchase Price in effect immediately prior to such first
occurrence) in accordance with the terms of this Agreement, in lieu of
Preferred Stock, such number of shares

                                    21
 25
of freely tradeable Common Stock of the Principal Party (as hereinafter
defined), free and clear of liens, rights of call or first refusal,
encumbrances or other adverse claims, as shall be equal to the result
obtained by (A) multiplying the then current Purchase Price by the number of
one one-hundredths of a share of Preferred Stock for which a Right is then
exercisable (or if a Section 11(b) Event has occurred prior to the first
occurrence of a Section 13 Event, multiplying the number of such one
one-hundredths of a share for which a Right was exercisable immediately prior to
the first occurrence of a Section 11(b) Event by the Purchase Price in effect
immediately prior to such first occurrence), and dividing that product by (B)
50% of the current market price per share of the Common Stock of such
Principal Party (determined in the manner described in Section 11(f) hereof)
on the date of consummation of such consolidation, merger, sale or transfer;
(ii) the Principal Party shall thereafter be liable for, and shall assume, by
virtue of such consolidation, merger, sale or transfer, all the obligations
and duties of the Company pursuant to this Agreement; (iii) the term
"Company" shall thereafter be deemed to refer to such Principal Party, it
being specifically intended that the provisions of Section 11 hereof, except
for the provisions of 11(b), shall apply to such Principal Party; and (iv)
such Principal Party shall take such steps (including, but not limited to,
the  authorization and reservation of a sufficient number of shares of its
Common Stock to permit exercise of all outstanding Rights in accordance with
this Section 13(a)) in connection with such consummation as may be necessary
to assure that the provisions hereof shall thereafter be applicable, as
nearly as reasonably may be, in relation to the shares of its Common Stock
thereafter deliverable upon the exercise of the Rights.

            (b)   "Principal Party" shall mean:

                  (i)   in the case of any transaction described in clause
(x) or (y) of the first sentence of Section 13(a) hereof, the Person that is
the issuer of any securities into which shares of Common Stock of the Company
are converted in such merger or consolidation, and if no securities are so
issued, the Person, including the Company, that is the other party to the
merger or consolidation; and

                 (ii)   in the case of any transaction described in clause
(z) of the first sentence of Section 13(a) hereof, the Person that is the
party receiving the greatest portion of the assets or earning power
transferred pursuant to such transaction or transactions; provided, however,
                                                          --------  -------
that in any case described in clause (i) or (ii) in this Section 13(b), (x)
if the Common Stock of such Person is not at such time and has not been
continuously over the preceding 12-month period registered under Section 12
of the Exchange Act, and such Person is a direct or indirect Subsidiary or
Affiliate of another Person, "Principal Party" shall refer to such other
Person; (y) in case such Person is a Subsidiary, directly or indirectly, or
Affiliate of more than one

                                    22
 26
Person, the Common Stocks of all of which are and have been so registered,
"Principal Party" shall refer to whichever of such Persons is the issuer of
the Common Stock having the greatest market value, and (z) in case such
Person is, or is owned directly or indirectly by, a partnership or joint
venture formed by two or more Persons that are not owned, directly or
indirectly, by the same Person, the rules set forth in (x) and (y) above
shall apply to each of the chains of ownership having an interest in such
joint venture as if such party were a "Subsidiary" of both or all of such
joint venturers and the Principal Parties in each such chain shall bear the
obligations set forth in this Section 13 in the same ratio as their direct or
indirect interests in such Person bear to the total of such interests.

            (c)   The Company shall not consummate any such consolidation,
merger, sale or transfer unless prior thereto the Company and each Principal
Party and each other Person who may become a Principal Party as a result of
such consolidation, merger, sale or transfer shall have executed and
delivered to the Rights Agent a supplemental agreement providing for the
terms set forth in paragraphs (a) and (b) of this Section 13 and further
providing that, as soon as practicable after the date of any consolidation,
merger, sale or transfer of assets mentioned in paragraph (a) of this Section
13, the Principal Party will:

                  (i)   prepare and file a registration statement under the
Securities Act with respect to the Rights and the securities purchasable upon
exercise of the Rights on an appropriate form, will use its best efforts to
cause such registration statement to become effective as soon as practicable
after such filing and will use its best efforts to cause such registration
statement to remain effective (with a prospectus at all times meeting the
requirements of the Securities Act) until the Expiration Date;

                 (ii)   use its best efforts to qualify or register the
Rights and the securities purchasable upon exercise of the Rights under the
blue sky laws of such jurisdictions as may be necessary or appropriate; and

                (iii)   will deliver to holders of the Rights historical
financial statements for the Principal Party and each of its Affiliates which
comply in all respects with the requirements for registration on Form 10
under the Exchange Act.

            The provisions of this Section 13 shall similarly apply to
successive mergers or consolidations or sales or other transfers.  In the
event that a Section 13 Event shall occur at any time after the occurrence of
a Section 11(b) Event, the Rights which have not theretofore been exercised
shall thereafter also become exercisable in the manner described in Section
13(a) hereof.


                                    23
 27

            Section 14.  Fractional Rights and Fractional Shares.
                         ---------------------------------------

            (a)   The Company shall not be required to issue fractions of
Rights or to distribute Right Certificates which evidence fractional Rights.
In lieu of such fractional Rights, there shall be paid to the registered
holders of the Right Certificates with regard to which such fractional Rights
would otherwise be issuable, an amount in cash equal to the same fraction of
the current  market value of a whole Right.  For the purposes of this Section
14(a), the current market value of a whole Right shall be the closing price
of the Rights for the Trading Day immediately prior to the date on which such
fractional Rights would have been otherwise issuable.  The closing price for
any day shall be the last sale price, regular way, or, in case no such sale
takes place on such day, the average of the closing bid and asked prices,
regular way, in either case as reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted to
trading on the New York Stock Exchange or, if the Rights are not listed or
admitted to trading on the New York Stock Exchange, as reported in the
principal consolidated transaction reporting system with respect to
securities listed on the principal national securities exchange on which the
Rights are listed or admitted to trading or, if the Rights are not listed or
admitted to trading on any national securities exchange, the last quoted
price, or, if not so quoted, the average of the high bid and low asked prices
in the over-the-counter market, as reported by NASDAQ or such other system
then in use or, if on any such date the Rights are not quoted by any such
organization, the average of the closing bid and asked prices as furnished by
a professional market maker making a market in the Rights selected by a
majority of the Board of Directors.  If on any such date no such market maker
is making a market in the Rights, the fair value of the Rights on such date
as determined in good faith by a majority of the Board of Directors shall be
used.

            (b)   The Company shall not be required to issue fractions of
shares of Preferred Stock (other than fractions which are integral multiples
of one one-hundredth of a share of Preferred Stock) upon exercise of the
Rights or to distribute certificates which evidence fractional shares of
Preferred Stock (other than fractions which are integral multiples of one
one-hundredth of a share of Preferred Stock).  Fractions of shares of
Preferred Stock in integral multiples of one one-hundredth of a share of
Preferred Stock may, at the election of the Company, be evidenced by
depositary receipts, pursuant to an appropriate agreement between the Company
and a depositary selected by it, provided that such agreement shall provide
that the holders of such depositary receipts shall have all the rights,
privileges and preferences to which they are entitled as beneficial owners of
the shares of Preferred Stock represented by such depositary receipts.  In
lieu of fractional shares of Preferred Stock that are not integral multiples
of one one-hundredth of a share of Preferred Stock, the Company may pay

                                    24
 28
to the registered holders of Right Certificates at the time such Right
Certificates are exercised as herein provided an amount in cash equal to the
same fraction of the current market value of one one-hundredths of a share of
Preferred Stock.  For purposes of this Section 14(b), the current market
value of one one-hundredth of a share of Preferred Stock shall be one
one-hundredth of the closing price of a share of Preferred Stock (as
determined pursuant to Section 11(f)(ii) hereof) for the Trading Day
immediately prior to the date of such exercise.

            (c)   Following the occurrence of one of the transactions or
events specified in Section 11 hereof giving rise to the right to receive
common stock equivalents (other than Preferred Stock) or other securities
upon the exercise of a Right, the Company shall not be required to issue
fractions of shares or units of such common stock equivalents or other
securities upon exercise of the Rights or to distribute certificates which
evidence fractional shares of such common stock equivalents or other
securities.  In lieu of fractional shares or units of such common stock
equivalents or other securities, the Company may pay to the registered
holders of Right Certificates at the time such Rights are exercised as herein
provided an amount in cash equal to the same fraction of the current market
value of a share or unit of such common stock equivalent or other securities.
For purposes of this Section 14(c), the current market value shall be
determined in the manner set forth in Section 11(f) hereof for the Trading
Day immediately prior to the date of such exercise and, if such common stock
equivalent is not traded, each such common stock equivalent shall have the
value of one one-hundredth of a share of Preferred Stock.

            (d)   Except as otherwise expressly provided in this Section 14,
the holder of a Right by the acceptance of the Rights expressly waives his
right to receive any fractional Rights or any fractional share upon exercise
of Rights.

            Section 15.  Rights of Action.  All rights of action in respect
                         ----------------
of this Agreement, except for rights of action given to the Rights Agent
under Section 18 or Section 20 hereof, are vested in the respective
registered holders of the Right Certificates (and, prior to the Distribution
Date, the registered holders of Common Stock); and any registered holder of
any Right Certificate (or, prior to the Distribution Date, of the Common
Stock), without the consent of the Rights Agent or of the holder of any other
Right Certificate (or, prior to the  Distribution Date, of the Common Stock),
may, in his own behalf and for his own benefit, enforce, and may institute
and maintain any suit, action or proceeding against the Company to enforce,
or otherwise act in respect of, his right to exercise the Rights evidenced by
such Right Certificate in the manner provided in such Right Certificate and
in this Agreement.  Without limiting the foregoing or any remedies available
to the holders of Rights, it is specifically acknowledged that the holders of
Rights would not

                                    25
 29
have an adequate remedy at law for any breach of this Agreement and will be
entitled to specific performance of the obligations under, and injunctive
relief against actual or threatened violations of, the obligations of any
Person subject to this Agreement.  Holders of Rights shall be entitled to
recover the reasonable costs and expenses, including attorneys' fees,
incurred by them in any action to enforce the provisions of this Agreement.

            Section 16.  Agreement of Right Holders.  Every holder of a Right
                         --------------------------
by accepting the same consents and agrees with the Company and the Rights
Agent and with every other holder of a Right that:

            (a)   prior to the Distribution Date, the Rights will be
transferable only in connection with the transfer of Common Stock;

            (b)   after the Distribution Date, the Right Certificates are
transferable only on the registry books of the Rights Agent if surrendered at
the principal office of the Rights Agent, duly endorsed or accompanied by a
proper instrument of transfer; and

            (c)   the Company and the Rights Agent may deem and treat the
person in whose name the Right Certificate (or, prior to the Distribution
Date, the associated Common Stock Certificate) is registered as the absolute
owner thereof and of the Rights evidenced thereby (notwithstanding any
notations of ownership or writing on the Right Certificates or the associated
Common Stock Certificate made by anyone other than the Company or the Rights
Agent) for all purposes whatsoever, and neither the Company nor the Rights
Agent shall be affected by any notice to the contrary.

            Section 17.  Right Certificate Holder Not Deemed a Stockholder.
                         -------------------------------------------------
No holder, as such, of any Right Certificate shall be entitled to vote,
receive dividends or be deemed for any purpose the holder of Preferred Stock,
Common Stock or any other securities of the Company  which may at any time be
issuable on the exercise of the Rights represented thereby, nor shall
anything contained herein or in any Right Certificate be construed to confer
upon the holder of any Right Certificate, as such, any of the rights of a
stockholder of the Company or any right to vote for the election of directors
or upon any matter submitted to stockholders at any meeting thereof, or to
give or withhold consent to any corporate action, or to receive notice of
meetings or other actions affecting stockholders (except as provided in
Section 25 hereof), or to receive dividends or subscription rights, or
otherwise, until the Right or Rights evidenced by such Right Certificate
shall have been exercised in accordance with the provisions hereof.


                                    26
 30

            Section 18.  Concerning the Rights Agent.  The Company agrees to
                         ---------------------------
pay to the Rights Agent reasonable compensation for all services rendered by
it hereunder and, from time to time, on demand of the Rights Agent, its
reasonable expenses and counsel fees and other disbursements incurred in the
administration and execution of this Agreement and the exercise and
performance of its duties hereunder.  The Company also agrees to indemnify
the Rights Agent for, and to hold it harmless against, any loss, liability,
or expense, incurred without negligence, bad faith or willful misconduct on
the part of the Rights Agent, for anything done or omitted by the Rights
Agent in connection with the acceptance and administration of this Agreement,
including the costs and expenses of defending against any claim of liability.

            The Rights Agent shall be protected and shall incur no liability
for or in respect of any action taken, suffered or omitted by it in
connection with its administration of this Agreement in reliance upon any
Right Certificate or certificate for Preferred Stock, Common Stock or for
other securities of the Company, instrument of assignment or transfer, power
of attorney, endorsement, affidavit, letter, notice, direction, consent,
certificate, statement, or other paper or document believed by it to be
genuine and to be signed, executed and, where necessary, verified or
acknowledged, by the proper Person or Persons.

            Section 19.  Merger or Consolidation or Change of Name of Rights
                         ---------------------------------------------------
Agent.  Any corporation into which the Rights Agent or any successor Rights
- -----
Agent may be merged or with which it may be consolidated, or any corporation
resulting from any merger or consolidation to which the Rights Agent or any
successor Rights Agent shall be a party, or any corporation succeeding to the
corporate  trust business or stock transfer business of the Rights Agent or
any successor Rights Agent, shall be the successor to the Rights Agent under
this Agreement without the execution or filing of any paper or any further
act on the part of any of the parties hereto, provided that such corporation
would be eligible for appointment as a successor Rights Agent under the
provisions of Section 21 hereof.  In case at the time such successor Rights
Agent shall succeed to the agency created by this Agreement, any of the Right
Certificates shall have been countersigned but not delivered, any such
successor Rights Agent may adopt the countersignature of the predecessor
Rights Agent and deliver such Right Certificates so countersigned; and in
case at that time any of the Right Certificates shall not have been
countersigned, any successor Rights Agent may countersign such Right
Certificates either in the name of the predecessor Rights Agent or in the
name of the successor Rights Agent; and in all such cases such Right
Certificates shall have the full force provided in the Right Certificates and
in this Agreement.

            In case at any time the name of the Rights Agent shall be changed
and at such time any of the Right Certificates shall have been countersigned
but not delivered, the Rights Agent may adopt the countersignature under its
prior name and deliver Right

                                    27
 31
Certificates so countersigned; and in case at that time any of the Right
Certificates shall not have been countersigned, the Rights Agent may
countersign such Right Certificates either in its prior name or in its
changed name; and in all such cases such Right Certificates shall have the
full force provided in the Right Certificates and in this Agreement.

            Section 20.  Duties of Rights Agent.  The Rights Agent undertakes
                         ----------------------
the duties and obligations imposed by this Agreement upon the following terms
and conditions, by all of which the Company and the holders of Right
Certificates, by their acceptance thereof, shall be bound:

            (a)   The Rights Agent may consult with legal counsel (who may be
legal counsel for the Company), and the opinion of such counsel shall be full
and complete authorization and protection to the Rights Agent as to any
action taken or omitted by it in good faith and in accordance with such
opinion.

            (b)   Whenever in the performance of its duties under this
Agreement the Rights Agent shall deem it necessary or desirable that any fact
or matter be proved or established by the Company prior to taking or
suffering any action hereunder, such fact or matter (unless other  evidence
in respect thereof be herein specifically prescribed) may be deemed to be
conclusively proved and established by a certificate signed by the Chairman
of the Board, the President or any Vice President and by the Treasurer or any
Assistant Treasurer or the Secretary or any Assistant Secretary of the
Company and delivered to the Rights Agent; and such certificate shall be full
authorization to the Rights Agent for any action taken or suffered in good
faith by it under the provisions of this Agreement in reliance upon such
certificate.

            (c)   The Rights Agent shall be liable hereunder only for its own
negligence, bad faith or willful misconduct.

            (d)   The Rights Agent shall not be liable for or by reason of
any of the statements of fact or recitals contained in this Agreement or in
the Right Certificates (except its countersignature thereof) or be required
to verify the same, but all such statements and recitals are and shall be
deemed to have been made by the Company only.

            (e)   The Rights Agent shall not be under any responsibility in
respect of the validity of this Agreement or the execution and delivery
hereof (except the due execution hereof by the Rights Agent) or in respect of
the validity or execution of any Right Certificate (except its
countersignature thereof); nor shall it be responsible for any breach by the
Company of any covenant or condition contained in this Agreement or in any
Right Certificate; nor shall it be responsible for any adjustment required
under the provisions of Sections 11 or 13 hereof or responsible for the
manner, method or amount of any

                                    28
 32
such adjustment or the ascertaining of the existence of facts that would
require any such adjustment (except with respect to the exercise of Rights
evidenced by Right Certificates after actual notice to the Rights Agent of
any such adjustment); nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of any
shares of Preferred Stock or other securities to be issued pursuant to this
Agreement or any Right Certificate or as to whether any shares of Preferred
Stock or other securities will, when issued, be validly authorized and
issued, fully paid and nonassessable.

            (f)   The Company agrees that it will perform, execute,
acknowledge and deliver or cause to be performed, executed, acknowledged and
delivered all such further and other acts, instruments and assurances as may
reasonably be required by the Rights Agent for the carrying out or
performing by the Rights Agent of the provisions of this Agreement.

            (g)   The Rights Agent is hereby authorized and directed to
accept instructions with respect to the performance of its duties hereunder
from the Chairman of the Board, the President, any Vice President, the
Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer
of the Company, and to apply to such officers for advice or instructions in
connection with its duties, and it shall not be liable for any action taken
or suffered to be taken by it in good faith in accordance with instructions
of any such officer.

            (h)   The Rights Agent and any shareholder, director, officer or
employee of the Rights Agent may buy, sell or deal in any of the Rights or
other securities of the Company or become pecuniarily interested in any
transaction in which the Company may be interested, or contract with or lend
money to the Company or otherwise act as fully and freely as though it were
not the Rights Agent under this Agreement.  Nothing herein shall preclude the
Rights Agent from acting in any other capacity for the Company or for any
other legal entity.

            (i)   The Rights Agent may execute and exercise any of the rights
or powers hereby vested in it or perform any duty hereunder either itself or
by or through its attorneys or agents, and the Rights Agent shall not be
answerable or accountable for any act, default, neglect or misconduct of any
such attorneys or agents or for any loss to the Company resulting from any
such act, default, neglect or misconduct, provided reasonable care was
exercised in the selection and continued employment thereof.

            (j)   No provision of this Agreement shall require the Rights
Agent to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder or in the
exercise of its rights if there shall be reasonable grounds for believing
that repayment of such funds or

                                    29
 33
adequate indemnification against such risk or liability is not reasonably
assured to it.

            (k)   If, with respect to any Rights Certificate surrendered to
the Rights Agent for exercise or transfer, the certificate attached to the
form of assignment or form of election to purchase, as the case may be, has
either not been completed or indicates an affirmative response to clause 1,
clause 2 and/or, in the case of the certificate  attached to the form of
election to purchase, clause 3 thereof, the Rights Agent shall not take any
further action with respect to such requested exercise of transfer without
first consulting with the Company.

            Section 21.  Change of Rights Agent.  The Rights Agent or any
                         ----------------------
successor Rights Agent may resign and be discharged from its duties under
this Agreement upon 30 days' notice in writing mailed to the Company and to
each transfer agent of the Common Stock and Preferred Stock by registered or
certified mail, and to the holders of the Right Certificates by first-class
mail.  The Company may remove the Rights Agent or any successor Rights Agent
upon 30 days' notice in writing, mailed to the Rights Agent or successor
Rights Agent, as the case may be, and to each transfer agent of the Common
Stock and Preferred Stock by registered or certified mail, and to the holders
of the Right Certificates by first-class mail or, prior to the Distribution
Date, through any filing made by the Company pursuant to the Securities
Exchange Act of 1934, as amended.  If the Rights Agent shall resign or be
removed or shall otherwise become incapable of acting, the Company shall
appoint a successor to the Rights Agent.  If the Company shall fail to make
such appointment within a period of 30 days after such removal or after it
has been notified in writing of such resignation or incapacity by the
resigning or incapacitated Rights Agent or by the holder of a Right
Certificate (who shall, with such notice, submit his Right Certificate for
inspection by the Company), then the registered holder of any Right
Certificate may apply to any court of competent jurisdiction for the
appointment of a new Rights Agent.  Any successor Rights Agent, whether
appointed by the Company or by such a court, shall be (a) a corporation
organized and doing business under the laws of the United States or of any
state, in good standing, having an office in the States of New York or
Missouri, which is authorized under such laws to exercise corporate trust or
stock transfer powers and is subject to supervision or examination by federal
or state authority and which has at the time of its appointment as Rights
Agent a combined capital and surplus of at least $25,000,000, or (b) an
affiliate of a corporation described in clause (a) of this sentence.  After
appointment, the successor Rights Agent shall be vested with the same powers,
rights, duties and responsibilities as if it had been originally named as
Rights Agent without further act or deed; but the predecessor Rights Agent
shall deliver and transfer to the successor Rights Agent any property at the
time held by it hereunder, and execute and deliver any further assurance,
conveyance, act or deed necessary for the

                                    30
 34
purpose.  Not later than the effective date of any such appointment the
Company shall file notice thereof in writing with the predecessor Rights
Agent and  each transfer agent of the Common Stock and Preferred Stock, and
70092a notice thereof in writing to the registered holders of the Right
Certificates or, prior to the Distribution Date, through any filing made by
the Company pursuant to the Securities Exchange Act of 1934, as amended.
Failure to give any notice provided for this Section 21, however, or any
defect therein, shall not affect the legality or validity of the resignation
or removal of the Rights Agent or the appointment of the successor Rights
Agent, as the case may be.

            Section 22.  Issuance of New Right Certificates.  Notwithstanding
                         ----------------------------------
any of the provisions of this Agreement or of the Rights to the contrary, the
Company may, at its option, issue new Right Certificates evidencing Rights in
such form as may be approved by a majority of the Board of Directors to
reflect any adjustment or change in the Purchase Price and the number or kind
or class of shares of stock or other securities or property purchasable under
the Right Certificates made in accordance with the provisions of this
Agreement.

            Section 23.  Redemption and Termination.
                         --------------------------

            (a)   A majority of the Board of Directors of the Company may, at
its option, at any time prior to the earlier of (i) the close of business on
the Stock Acquisition Date or (ii) the Final Expiration Date, elect to redeem
70092ut not less than all of the then outstanding Rights at a redemption
price of 1 per Right, as appropriately adjusted to reflect any stock split,
stock dividend or similar transaction occurring after the date hereof (such
redemption price being hereinafter referred to as the "Redemption Price").
[Notwithstanding anything contained in this Agreement to the contrary, the
Rights shall not be exercisable after the first occurrence of a Section 11(b)
Event until such time as the Company's right of redemption hereunder has
expired.] The redemption of the Rights by the Board of Directors may be made
effective at such time, on such basis and with such conditions as the Board
of Directors in its sole discretion may establish.

            (b)   Immediately upon the action of a majority of the Board of
Directors electing to redeem the Rights, evidence of which shall be promptly
filed with the Rights Agent, or, when appropriate, immediately upon the time
or satisfaction of such conditions as the Board of Directors may have
established, and without any further action and without any notice, the right
to exercise the Rights will terminate and the only right thereafter of the
holders of Rights shall be to receive the Redemption Price.  The Company
shall promptly give public disclosure of any such redemption; provided,
                                                              --------
however, that the failure to give, or any defect in, any such disclosure
- -------
shall not affect the validity of such redemption.  Within 10 days after the
action of the Board

                                    31
 35
of Directors ordering the redemption of the Rights, the Company shall give
notice of such  redemption to the holders of the then outstanding Rights by
mailing such notice to all such holders at their last addresses as they
appear upon the registry books of the Rights Agent or, prior to the
Distribution Date, on the registry books of the Transfer Agent for the Common
Stock.  Any notice which is mailed in the manner herein provided shall be
deemed given, whether or not the holder receives the notice.  Each such
notice of redemption will state the method by which the payment of the
Redemption Price will be made.

            (c)   Neither the Company nor any of its Affiliates or Associates
may redeem, acquire or purchase for value any Rights at any time in any
manner other than that specifically set forth in this Section 23, Section 24
hereof and other than in connection with the purchase of Common Shares prior
to the Distribution Date.

            Section 24.  Exchange.
                         --------

            (a)   The Board of Directors of the Company may, at its option,
at any time after any Person becomes an Acquiring Person, exchange all or
part of the then outstanding and exercisable Rights (which shall not include
Rights that have become void pursuant to the provisions of Section 7(e)
hereof) for Common Stock at an exchange ratio of one share of Common Stock
per Right, appropriately adjusted to reflect any stock split, stock dividend
or similar transaction occurring after the date hereof (such exchange ratio
being hereinafter referred to as the "Exchange Ratio").  Notwithstanding the
foregoing, the Board of Directors shall not be empowered to effect such
exchange at any time after any Person (other than General American, the
Company, any Subsidiary of the Company, any employee benefit plan or
compensation arrangement of the Company or any such Subsidiary, or any entity
holding securities of the Company to the extent organized, appointed or
established by the Company or any such Subsidiary for or pursuant to the
terms of any such employee benefit plan or compensation arrangement),
together with all Affiliates and Associates of such Person, becomes the
Beneficial Owner of 50% or more of the Voting Power of the Company.

            (b)   Immediately upon the action of the Board of Directors of
the Company ordering the exchange of any Rights pursuant to subsection (a) of
this Section 24 and without any further action and without any notice, the
right to exercise such Rights shall terminate and the only right thereafter
of a holder of such Rights shall be to receive that number of shares of
Common Stock equal to the number of such Rights held by such holder
multiplied by  the Exchange Ratio.  The Company shall promptly give public
notice of any such exchange; provided, however, that the failure to give, or
                             --------  -------
any defect in, such notice shall not affect the validity of such exchange.
The Company promptly shall mail a notice of any such exchange to all of the
holders of such Rights at their last addresses as they appear

                                    32
 36
upon the registry books of the Rights Agent.  Any notice which is mailed in
the manner herein provided shall be deemed given, whether or not the holder
receives the notice.  Each such notice of exchange will state the method by
which the exchange of Common Stock for Rights will be effected and, in the
event of any partial exchange, the number of Rights which will be exchanged.
Any partial exchange shall be effected pro rata based on the number of Rights
(other than Rights which have become void pursuant to the provisions of
Section 7(e) hereof) held by each holder of Rights.

            (c)   In any exchange pursuant to this Section 24, the Company,
at its option, may substitute Preferred Stock (or equivalent preferred stock,
as such term is defined in Section 11(d) hereof) for Common Stock
exchangeable for Rights, at the initial rate of one one-hundredth of a share
of Preferred Stock (or equivalent preferred stock) for each share of Common
Stock, as appropriately adjusted to reflect adjustments in the voting rights
of the Preferred Stock pursuant to the terms thereof, so that the fraction of
a share of Preferred Stock delivered in lieu of each share of Common Stock
shall have the same voting rights as one share of Common Stock.

            (d)   In the event that there shall not be sufficient shares of
Common Stock or Preferred Stock (or equivalent preferred stock) issued but
not outstanding or authorized but unissued to permit any exchange of Rights
as contemplated in accordance with this Section 24, the Company shall take
all such action as may be necessary to authorize additional shares of Common
Stock or Preferred Stock (or equivalent preferred stock) for issuance upon
exchange of the Rights.

            (e)   The Company shall not be required to issue fractions of
Common Stock or to distribute certificates which evidence fractional shares
of Common Stock.  In lieu of such fractional shares of Common Stock, the
Company shall pay to the registered holders of the Right Certificates with
regard to which such fractional shares of Common Stock would otherwise be
issuable an amount in cash equal to the same fraction of the current market
value of a whole share of Common Stock.  For the purposes of this paragraph
(e), the current market value of a whole  share of Common Stock shall be the
closing price of a share of Common Stock (as determined pursuant to the
second sentence of Section 11(f)(i) hereof) for the Trading Day immediately
prior to the date of exchange pursuant to this Section 24.

            Section 25.  Notice of Proposed Actions.  In case the Company
                         --------------------------
shall propose (a) to pay any dividend payable in stock of any class to the
holders of its Preferred Stock or to make any other distribution to the
holders of its Preferred Stock (other than a regular periodic cash dividend
out of earnings or retained earnings of the Company), or (b) to offer to the
holders of its Preferred Stock rights or warrants to subscribe for or to

                                    33
 37
purchase any additional shares of Preferred Stock or shares of stock of any
other class or any other securities, rights or options, or (c) to effect any
reclassification of its Preferred Stock (other than a reclassification
involving only the subdivision of outstanding shares of Preferred Stock), or
(d) to effect any consolidation or merger into or with, or to effect any sale
or other transfer (or to permit one or more of its Subsidiaries to effect any
sales or other transfer), in one or more transactions, of 50% or more of the
assets or earning power of the Company and its Subsidiaries (taken as a
whole) to, any other Person, or (e) to effect the liquidation, dissolution or
winding up of the Company, or (f) to declare or pay any dividend on the
Common Stock payable in Common Stock or to effect a subdivision, combination
or consolidation of the Common Stock (by reclassification or otherwise than
by payment of dividends in Common Stock), then, in each such case, the
Company shall give to each holder of a Right, in accordance with Section 26
hereof, a notice of such proposed action, which shall specify the record date
for the purposes of such stock dividend, distribution of rights or warrants,
or the date on which such reclassification, consolidation, merger, sale,
transfer, liquidation, dissolution, or winding up is to take place and the
date of participation therein by the holders of the Common Stock and/or
Preferred Stock, if any such date is to be fixed.  Such notice shall be so
given in the case of any action covered by clauses (a) or (b) above at least
ten days prior to the record date for determining holders of the Preferred
Stock for purposes of such action, and in the case of any such other action,
at least ten days prior to the date of the taking of such proposed action or
the date of participation therein by the holders of Preferred Stock,
whichever shall be the earlier.  The failure to give notice required by this
Section 25 or any defect therein shall not affect the legality or validity of
the action taken by the Company or the vote upon any such action.

            In case a Section 11(b) Event shall occur, then the Company shall
as soon as practicable thereafter give to each holder of a Right Certificate,
in accordance with Section 26 hereof, a notice of the occurrence of such
event, which shall specify the event and the consequences of the event to
holders of Rights under Section 11(b) hereof.

            Section 26.  Notices.  Notices or demands authorized by this
                         -------
Agreement to be given or made by the Rights Agent or by the holder of any
Right Certificate to or on the Company shall be sufficiently given or made if
sent by first-class mail, postage prepaid, addressed (until another address
is filed in writing with the Rights Agent) as follows:

                  Reinsurance Group of America, Incorporated
                  13045 Tesson Ferry
                  St. Louis, Missouri 63128
                  Attention:  Secretary


                                    34
 38

Subject to the provisions of Section 21 hereof, any notice or demand
authorized by this Agreement to be given or made by the Company or by the
holder of any Right Certificate to or on the Rights Agent shall be
sufficiently given or made if sent by first-class mail, postage prepaid,
addressed (until another address is filed in writing with the Company) as
follows:

                  Boatmen's Trust Company
                  510 Locust Street
                  St. Louis, Missouri 63102
                  Attention: Stock Transfer Department

Notices or demands authorized by this Agreement to be given or made by the
Company or the Rights Agent to the holder of any Right Certificate shall be
sufficiently given or made if sent by first-class mail, postage prepaid,
addressed to such holder at the address of such holder as shown on the
registry books of the Company.

            Section 27.  Supplements and Amendments.  The Company may from
                         --------------------------
time to time supplement or amend this Agreement without the approval of any
holders of Right Certificates in order to cure any ambiguity, to correct or
supplement any provision contained herein which may be defective or
inconsistent with any other provisions herein, or to make any other
provisions or amendments hereto which the Company may deem necessary or
desirable, any such supplement or amendment to be evidenced by a  writing
signed by the Company and the Rights Agent; provided, however, that from and
after such time as any Person becomes an Acquiring Person, this Agreement
shall not be amended in any manner which would adversely affect the interests
of the holders of Rights.

            Section 28.  Successors.  All the covenants and provisions of
                         ----------
this Agreement by or for the benefit of the Company or the Rights Agent shall
bind and inure to the benefit of their respective successors and assigns
hereunder.

            Section 29.  Benefits of This Agreement.  Nothing in this
                         --------------------------
Agreement shall be construed to give to any person or corporation other than
the Company, the Rights Agent and the registered holders of the Right
Certificates (and, prior to the Distribution Date, the Common Stock) any
legal or equitable right, remedy or claim under this Agreement; but this
Agreement shall be for the sole and exclusive benefit of the Company, the
Rights Agent and the registered holders of the Right Certificates (and, prior
to the Distribution Date, the Common Stock).

            Section 30.  Severability.  If any term, provision, covenant or
                         ------------
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated.


                                    35
 39

   It is the intent of the parties hereto to enforce the remainder of the
terms, provisions, covenants and restrictions to the maximum extent permitted
by law.

            Section 31.  Governing Law.  This Agreement and each Right
                         -------------
Certificate issued hereunder shall be deemed to be a contract made under the
laws of the State of Missouri and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts
to be made and performed entirely within such State.

            Section 32.  Counterparts.  This Agreement may be executed in any
                         ------------
number of counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument.

            Section 33.  Descriptive Headings.  Descriptive headings of the
                         --------------------
several Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the
provisions hereof.

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed, all as of the day and year first above written.

Attest:                                   REINSURANCE GROUP OF
                                          AMERICA, INCORPORATED



By /s/ Matthew P. McCauley                By /s/ A. Greig Woodring
  ---------------------------                ---------------------------
  Name:  Matthew P. McCauley                 Name: A. Greig Woodring
  Title: General Counsel                     Title: President and
         and Secretary                       Chief Executive Officer

Attest:                                   BOATMEN'S TRUST COMPANY


By /s/ L. Welch                           By /s/ Jerry L. Rector
  ---------------------------                ---------------------------
  Name: L. Welch                             Name: Jerry L. Rector
  Title: Asst. Secretary                     Title: Vice President


                                    36
 40

                                                                  Exhibit A
                                                                  ---------

                   REINSURANCE GROUP OF AMERICA, INCORPORATED

                      FORM OF CERTIFICATE OF DESIGNATIONS

                 SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                      (Pursuant to Section 351.180 of the
                 Missouri General and Business Corporation Law)

            REINSURANCE GROUP OF AMERICA, INCORPORATED (the "Company"), a
corporation organized and existing under the General and Business Corporation
Law of the State of Missouri,  in accordance with Section 351.180 thereof,
hereby certifies:

            That the Board of Directors of the Company, at a meeting duly
convened and held on April 13, 1993, pursuant to authority expressly vested
in the Board of Directors by the Company's Articles of Incorporation, adopted
the following resolution creating a series of Five Hundred Thousand (500,000)
shares of the Company's Preferred Stock, par value $.01 per share, designated
as Series A Junior Participating Preferred Stock:

            RESOLVED, that pursuant to the authority granted to and vested in
the Board of Directors (the "Board") by the Company's Articles of
Incorporation, the Board hereby creates a series of the Preferred Stock, par
value $.01 per share, of the Company (the "Preferred Stock") and hereby
states that the designation and number of shares thereof, and the relative,
participating, optional and other rights of the shares of such series and the
qualifications, limitations or restrictions thereof, are as follows:


            Section 1.  Designation and Amount.
                        ----------------------

            There shall be a series of the Preferred Stock which shall be
designated as the "Series A Junior Participating Preferred Stock," par value
$.01 per share, and the number of shares constituting such series shall be
Five Hundred Thousand (500,000).  Such number of shares may be increased or
decreased by resolution of the Board of Directors; provided, that no decrease
shall reduce the number of shares of Series A Junior Participating Preferred
Stock to a number less than that of the shares then outstanding plus the
number of shares issuable upon exercise of outstanding rights, options or
warrants or upon conversion of outstanding securities issued by the Company.

            Section 2.  Dividends and Distributions.
                        ---------------------------

            (A)   Subject to the rights of the holders of any shares of any
series of preferred stock of the Company ranking prior and

                                    1
 41
superior to the Series A Junior Participating Preferred Stock with respect to
dividends, the holders of shares of Series A Junior Participating Preferred
Stock, in preference to the holders of shares of Common Stock, par value $.01
per share of the Company (the "Common Stock"), and of any other junior stock,
shall be entitled to receive, when, as and if declared by the Board of
Directors out of funds legally available for the purpose, quarterly dividends
payable in cash on any regular quarterly dividend payment date as shall be
established by the Board of Directors (each such date being referred to
herein as a "Quarterly Dividend Payment Date"), commencing on the first
Quarterly Dividend Payment Date after the first issuance of a share or
fraction of a share of Series A Junior Participating Preferred Stock, in an
amount per share (rounded to the nearest cent) equal to the greater of (a)
$l.00 or (b) subject to the provision for adjustment hereinafter set forth,
l00 times the aggregate per share amount of all cash dividends, and l00 times
the aggregate per share amount (payable in kind) of all non-cash dividends or
other distributions, other than a dividend payable in shares of Common Stock
or a subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise), declared on the Common Stock since the
immediately preceding Quarterly Dividend Payment Date or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance of any share
or fraction of a share of Series A Junior Participating Preferred Stock.  In
the event the Company shall at any time after April 13, 1993 (the "Rights
Declaration Date") declare or pay any dividend on the Common Stock payable in
shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification
or otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case
the amount to which holders of shares of Series A Junior Participating
Preferred Stock were entitled immediately prior to such event under clause
(b) of the preceding sentence shall be adjusted by multiplying such amount by
a fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to
such event.

            (B)   The Company shall declare a dividend or distribution on the
Series A Preferred Stock as provided in paragraph (A) of this Section
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock); provided that, in
the event no dividend or distribution shall have been declared on the Common
Stock during the period between any Quarterly Dividend Payment Date and the
next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per
share on the Series A Junior Participating Preferred Stock shall nevertheless
be payable on such subsequent Quarterly Dividend Payment Date.

            (C)   Dividends shall begin to accrue and be cumulative

                                    2
 42
on outstanding shares of Series A Junior Participating Preferred Stock from
the Quarterly Dividend Payment Date next preceding the date of issue of such
shares, unless the date of issue of such shares is prior to the record date
for the first Quarterly Dividend Payment Date, in which case dividends on
such shares shall begin to accrue from the date of issue of such shares, or
unless the date of issue is a Quarterly Dividend Payment Date or is a date
after the record date for the determination of holders of shares of Series A
Junior Participating Preferred Stock entitled to receive a quarterly dividend
and before such Quarterly Dividend Payment Date, in either of which events
such dividends shall begin to accrue and be cumulative from such Quarterly
Dividend Payment Date.  Accrued but unpaid dividends shall not bear interest.
Dividends paid on the shares of Series A Junior Participating Preferred Stock
in an amount less than the total amount of such dividends at the time accrued
and payable on such shares shall be allocated pro rata on a share-by-share
basis among all such shares at the time outstanding.  The Board of Directors
may, in accordance with applicable law, fix a record date for the
determination of holders of shares of Series A Junior Participating Preferred
Stock entitled to receive payment of a dividend or distribution declared
thereon, which record date shall be not more than such number of days prior
to the date fixed for the payment thereof as may be allowed by applicable
law.

            Section 3.  Voting Rights.
                        -------------

            The holders of shares of Series A Junior Participating Preferred
Stock shall have the following voting rights:

            (A)   Each share of Series A Junior Participating Preferred Stock
shall entitle the holder thereof to 100 votes on all matters submitted to a
vote of the stockholders of the Company.  In the event the Company shall at
any time after the Rights Declaration Date declare or pay any dividend on the
Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of
Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the number of votes to which holders of shares of Series A
Junior Participating Preferred Stock were entitled immediately prior to such
event under the preceding sentence shall be adjusted by multiplying such
amount by a fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding
immediately prior to such event.

            (B)   Except as otherwise provided herein, in the Company's
Articles of Restatement or by law, the holders of shares of Series A Junior
Participating Preferred Stock, the holders of shares of Common Stock, and the
holders of shares of

                                    3
 43
any other capital stock of the Company having general voting rights, shall
vote together as one class on all matters submitted to a vote of stockholders
of the Company.

            (C)   Except as otherwise set forth herein or in the Company's
Articles of Restatement, and except as otherwise provided by law, holders of
Series A Junior Participating Preferred Stock shall have no special voting
rights and their consent shall not be required (except to the extent they are
entitled to vote with holders of Common Stock as set forth herein) for taking
any corporate action.

            Section 4.  Certain Restrictions.
                        --------------------

            (A)   Whenever dividends or distributions payable on the Series A
Junior Participating Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions,
whether or not declared, on shares of Series A Junior Participating Preferred
Stock outstanding shall have been paid in full, the Company shall not:

                  (i)   declare or pay dividends on, make any other
      distributions on, or redeem or purchase or otherwise acquire for
      consideration any shares of stock ranking junior (either as to
      dividends or upon liquidation, dissolution or winding up) to the
      Series A Junior Participating Preferred Stock;

                 (ii)   declare or pay dividends on or make any other
      distributions on any shares of stock ranking on a parity (either as
      to dividends or upon liquidation, dissolution or winding up) with
      the Series A Junior Participating Preferred Stock, except dividends
      paid ratably on the Series A Junior Participating Preferred Stock
      and all such parity stock on which dividends are payable or in
      arrears in proportion to the total amounts to which the holders of
      all such shares are then entitled;

                (iii)   except as permitted in Section 4(A)(iv) below, redeem
      or purchase or otherwise acquire for consideration shares of any
      stock ranking on a parity (either as to dividends or upon
      liquidation, dissolution or winding up) with the Series A Junior
      Participating Preferred Stock, provided that the Company may at any
      time redeem, purchase or otherwise acquire shares of any such parity
      stock in exchange for shares of any stock of the Company ranking
      junior (either as to dividends or upon dissolution, liquidation or
      winding up) to the Series A Junior Participating Preferred Stock;
      and

                 (iv)   purchase or otherwise acquire for consideration any
      shares of Series A Junior Participating Preferred Stock, or any
      shares of stock ranking on a parity with the Series A Junior
      Participating Preferred Stock, except in accordance with a purchase
      offer made in writing

                                    4
 44
      or by publication (as determined by the Board of Directors) to all
      holders of such shares upon such terms as the Board of Directors, after
      consideration of the respective annual dividend rates and other relative
      rights and preferences of the respective series and classes, shall
      determine in good faith will result in fair and equitable treatment among
      the respective series or classes.

            (B)   The Company shall not permit any subsidiary of the Company
to purchase or otherwise acquire for consideration any shares of stock of the
Company unless the Company could, under paragraph (A) of this Section 4,
purchase or otherwise acquire such shares at such time and in such manner.

            Section 5.  Reacquired Shares.
                        -----------------

            Any shares of Series A Junior Participating Preferred Stock
purchased or otherwise acquired by the Company in any manner whatsoever shall
be retired and cancelled promptly after the acquisition thereof.  The Company
shall cause all such shares upon their cancellation to be authorized but
unissued shares of Preferred Stock which may be reissued as part of a new
series of Preferred Stock, subject to the conditions and restrictions on
issuance set forth herein.

            Section 6.  Liquidation, Dissolution or Winding Up.
                        --------------------------------------

            (A)  Upon any liquidation (voluntary or otherwise), dissolution
or winding up of the Company, no distribution shall be made to the holders of
shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Junior Participating Preferred
Stock unless, prior thereto, the holders of shares of Series A Junior
Participating Preferred Stock shall have received $100.00 per share, plus an
amount equal to accrued and unpaid dividends and distributions thereon,
whether or not declared, to the date of such payment (the "Series A
Liquidation Preference").  Following the payment of the full amount of the
Series A Liquidation Preference, no additional distributions shall be made to
the holders of shares of Series A Junior Participating Preferred Stock,
unless, prior thereto, the holders of shares of Common Stock shall have
received an amount per share (the "Common Adjustment") equal to the quotient
obtained by dividing (i) the Series A Liquidation Preference by (ii) 100 (as
appropriately adjusted as set forth in subparagraph C below to reflect such
events as stock dividends, and subdivisions, combinations and consolidations
with respect to the Common Stock) (such number in clause (ii) being referred
to as the "Adjustment Number").  Following the payment of the full amount of
the Series A Liquidation Preference and the  Common Adjustment in respect of
all outstanding shares of Series A Junior Participating Preferred Stock and
Common Stock, respectively, holders of Series A Junior Participating
Preferred Stock and holders of shares of Common Stock shall receive their
ratable and proportionate share of the

                                    5
 45
remaining assets to be distributed in the ratio of the Adjustment Number to 1
with respect to such Series A Junior Participating Preferred Stock and Common
Stock, on a per share basis, respectively.

            (B)   In the event there are not sufficient assets available to
permit payment in full of the Series A Liquidation Preference and the
liquidation preferences of all other series of preferred stock, if any, which
rank on a parity with the Series A Junior Participating Preferred Stock, then
such remaining assets shall be distributed ratably to the holders of such
parity shares in proportion to their respective liquidation preferences.  In
the event there are not sufficient assets available to permit payment in full
of the Common Adjustment, then such remaining assets shall be distributed
ratably to the holders of Common Stock.

            (C)   In the event the Company shall at any time after the Rights
Declaration Date declare or pay any dividend on Common Stock payable in
shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification
or otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case
the Adjustment Number in effect immediately prior to such event shall be
adjusted by multiplying such Adjustment Number by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of shares of Common
Stock that were outstanding immediately prior to such event.

            Section 7.  Consolidation, Merger, etc.
                        --------------------------

            In case the Company shall enter into any consolidation, merger,
combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash and/or any
other property, then in any such case the shares of Series A Junior
Participating Preferred Stock shall at the same time be similarly exchanged
or changed in an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or
exchanged.  In the event the Company shall at any  time after the Rights
Declaration Date declare or pay any dividend on Common Stock payable in
shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification
or otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case
the amount set forth in the preceding sentence with respect to the exchange
or change of shares of Series A Junior Participating Preferred Stock shall be
adjusted by multiplying such amount by a fraction the numerator of which

                                    6
 46
by multiplying such amount by a fraction the numerator of which is the number
of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that are
outstanding immediately prior to such event.

            Section 8.  Redemption.
                        ----------

            The shares of Series A Junior Participating Preferred Stock shall
not be redeemable.

            Section 9.  Ranking.
                        -------

            The Series A Junior Participating Preferred Stock shall rank
junior to all other series of the Company's Preferred Stock as to the payment
of dividends and the distribution of assets, unless the terms of any such
series shall provide otherwise.

            Section 10. Fractional Shares.
                        -----------------

            Series A Junior Participating Preferred Stock may be issued in
fractions of a share which shall entitle the holder, in proportion to such
holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series A Junior Participating Preferred Stock.

            IN WITNESS WHEREOF, this Certificate of Designations is executed
on behalf of the Company by its Vice President and attested by its Secretary
this      day of              , 1993.


WITNESS:                                  REINSURANCE GROUP OF
                                          AMERICA, INCORPORATED


- ----------------------------              --------------------------
Name:   Matthew P. McCauley               Name:   Terry M. Lynch
Title:  Secretary                         Title:  Vice President


                                    7
 47


STATE OF MISSOURI     )
                      )    SS.
- -------- OF ST. LOUIS )


            On this ------ day of ------------, 1993, before me,
- -----------------------, a Notary Public in and for the State of Missouri,
personally appeared Terry M. Lynch and Matthew P. McCauley, the Vice
President and Secretary of Reinsurance Group of America, Incorporated,
respectively, known to me to be the persons who executed the foregoing
Certificate of Designations and acknowledged to me that they executed the
same pursuant to authority given by the Board of Directors of such
corporation as their free and voluntary act, and as the free and voluntary
act and deed of such corporation, for the uses and purposes therein set
forth.



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


My commission expires:

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


                                    8
 48

                                                            Exhibit B
                                                            ---------

                        [Form of Right Certificate]

Certificate No. R-                                            Rights
                  ----------------                    -------

                   NOT EXERCISABLE AFTER THE EXPIRATION DATE.
              AT THE OPTION OF THE COMPANY, THE RIGHTS ARE SUBJECT
               TO REDEMPTION AT 1 CENT PER RIGHT OR EXCHANGE FOR
                   COMMON STOCK, UNDER THE CIRCUMSTANCES AND
                ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.
               [THE RIGHTS REPRESENTED BY THIS RIGHT CERTIFICATE
                  WERE ISSUED TO A PERSON WHO WAS AN ACQUIRING
                  PERSON OR AN AFFILIATE OR AN ASSOCIATE OF AN
                 ACQUIRING PERSON.  THIS RIGHT CERTIFICATE AND
                     THE RIGHTS REPRESENTED HEREBY ARE VOID
                   IN THE CIRCUMSTANCES SPECIFIED IN SECTION
                       7(e) OF THE RIGHTS AGREEMENT.]



                               Right Certificate


                   REINSURANCE GROUP OF AMERICA, INCORPORATED



            This certifies that -----------------, or registered assigns, is
the registered owner of the number of Rights set forth above, each of which
entitles the owner thereof, subject to the terms, provisions and conditions
of the Rights Agreement dated as of May 4, 1993 (the "Rights Agreement")
between Reinsurance Group of America, Inc., a Missouri corporation (the
"Company"), and Boatmen's Trust Company (the "Rights Agent"), to purchase
from the Company at any time after the Distribution Date (as such term is
defined in the Rights Agreement) and prior to 5:00 p.m. St. Louis, Missouri
time on the Expiration Date, as that term is defined in the Rights Agreement,
at the shareholder services office of the Rights Agent, or its successor as
Rights



[FN]
- --------------------
/   The portion of the legend in brackets shall be inserted only if
        applicable.


                                    1
 49

Agent, one one-hundredth of a fully paid, nonassessable share of the Series A
Junior Participating Preferred Stock, par value $.01 per share ("Preferred
Stock"), of the Company, at a purchase price of $130.00 per one one-hundredth
of a share (the "Purchase Price") upon presentation and surrender of this
Right Certificate with the Form of Election to Purchase duly executed.  The
number of Rights evidenced by this Right Certificate (and the number of
shares which may be purchased upon exercise of each Right) and the Purchase
Price set forth above, are the number and Purchase Price as of May 4, 1993,
based on the shares of Preferred Stock of the Company as constituted at such
date.

            The Purchase Price and the number of shares of Preferred Stock
which may be purchased upon the exercise of each of the Rights evidenced by
this Right Certificate are subject to modification and adjustment upon the
happening of certain events as provided in the Rights Agreement.

            This Right Certificate is subject to all of the terms, provisions
and conditions of the Rights Agreement, which terms, provisions and
conditions are hereby incorporated herein by reference and made a part hereof
and to which Rights Agreement reference is hereby made for a full description
of the rights, limitations of rights, obligations, duties and immunities
hereunder of the Rights Agent, the Company and the holders of the Right
Certificates.  Copies of the Rights Agreement are on file at the Company and
the above-mentioned office of the Rights Agent and are also available upon
written request to the Company.

            This Right Certificate, with or without other Right Certificates,
upon surrender at the principal office of the Rights Agent, may be exchanged
for another Right Certificate or Right Certificates of like tenor and date
evidencing Rights entitling the holder to purchase a like aggregate number of
shares of Preferred Stock as the Rights evidenced by the Right Certificate or
70092 Certificates surrendered shall have entitled such holder to purchase.
If this Right Certificate shall be exercised in part, the holder shall be
entitled to receive, upon surrender hereof, another Right Certificate or
Right Certificates for the number of whole Rights not exercised.

            Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Certificate may be redeemed by the Company at its option at
a redemption price of 1 cent per Right on or prior to the Stock Acquisition Date
(as defined in the Rights Agreement).  In addition, subject to the provisions
of the Rights Agreement, the Rights evidenced by this Certificate may be
exchanged by the Company at its option for one share of Common Stock
following the Stock Acquisition Date and prior to the time an Acquiring
Person, as that term is defined in the Rights Agreement, owns 50% or more of
the Voting Power, as that term is defined in the Rights Agreement, of the
Company.


                                    2
 50

            No fractional shares of Preferred Stock will be issued upon the
exercise of any Rights evidenced hereby (other than fractions which are
integral multiples of one one-hundredth of a share of Preferred Stock, which
may, at the election of the Company, be evidenced by depositary receipts).
In lieu of fractions of a share, a cash payment will be made, as provided in
the Rights Agreement.

            No holder of this Right Certificate shall be entitled to vote or
receive dividends or be deemed for any purpose the holder of shares of
Preferred Stock or of any other securities of the Company which may at any
time be issuable on the exercise hereof, nor shall anything contained in the
Rights Agreement or herein be construed to confer upon the holder hereof, as
such, any of the rights of a shareholder of the Company or any right to vote
for the election of directors or upon any matter submitted to shareholders at
any meeting thereof, or to give or withhold consent to any corporate action,
or to receive notice of meetings or other actions affecting shareholders
(except as provided in the Rights Agreement), or to receive dividends or
subscription rights, or otherwise, until the Rights evidenced by this Right
Certificate shall have been exercised as provided in the Rights Agreement.

            This Right Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Rights Agent.

            WITNESS the facsimile signature of the proper officers of the
Company and its corporate seal.  Dated as of --------, 19--.


Attest:                             REINSURANCE GROUP OF AMERICA, INCORPORATED


By                                  By
  -------------------------           -------------------------
  Name:                               Name:
  Title:                              Title:


Countersigned:

BOATMEN'S TRUST COMPANY


By
  -------------------------
  Authorized signature


                                    3
 51


                  [Form of Reverse Side of Right Certificate]

                               FORM OF ASSIGNMENT
                               ------------------

                (To be executed by the registered holder if such
               holder desires to transfer the Right Certificate.)


            FOR VALUE RECEIVED--------------------------------------------------
hereby sells, assigns and transfers unto

- --------------------------------------------------------------------------------
                 (Please print name and address of transferee)

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

this Right Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint------------------------------
Attorney to transfer the within Right Certificate on the books of the
within-named Company, with full power of substitution.

Dated: -----------------, 19--



                                    --------------------------------------------
                                    Signature

                                    (Signature must conform in all respects
                                    to name of holder as specified on
                                    the face of this Right Certificate)

Signature Guaranteed:

            Signatures must be guaranteed by a member firm of a registered
national securities exchange, a member of the National Association of
Securities Dealers, Inc., or a commercial bank or trust company having an
office or correspondent in the United States.


                                    4
 52

                              CERTIFICATE
                              -----------

            The undersigned hereby certifies by checking the appropriate
boxes that:

            (1)   this Right Certificate [ ] is [ ] is not being sold,
assigned and transferred by or on behalf of a Person who is or was an
Acquiring Person or an Affiliate or Associate of any such Acquiring Person
(as such terms are defined pursuant to the Rights Agreement);

            (2)   after due inquiry and to the best knowledge of the
undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this
Right Certificate from any Person who is, was or subsequently became an
Acquiring Person or an Affiliate or Associate of an Acquiring Person.


Dated:  ---------------, 19--       ----------------------------------------
                                    Signature

                                    (Signature must conform in all respects
                                    to name of holder as specified on
                                    the face of this Right Certificate)

                                    5
 53


                          FORM OF ELECTION TO PURCHASE
                          ----------------------------

                      (To be executed if holder desires to
                        exercise the Right Certificate.)

To Reinsurance Group of America, Incorporated:

            The undersigned hereby irrevocably elects to exercise
- ---------------------------- Rights represented by this Right Certificate to
purchase the shares of Preferred Stock issuable upon the exercise of such
Rights and requests that certificates for such shares be issued in the name
of:

            Name:-------------------------------
            Address:----------------------------
                    ----------------------------

            Social security
            or taxpayer identification
            number:-----------------------------

If such number of Rights shall not be all the Rights evidenced by this Right
Certificate, a new Right Certificate for the balance remaining of such Rights
shall be registered in the name of and delivered to:

            Name:-------------------------------
            Address:----------------------------
                    ----------------------------

            Social security
            or taxpayer identification
            number:-----------------------------

Dated:  ---------------, 19--

                                    ------------------------------------------
                                    Signature

                                    (Signature must conform in all respects
                                    to name of holder as specified on
                                    the face of this Right Certificate)

Signature Guaranteed:

            Signatures must be guaranteed by a member firm of a registered
national securities exchange, a member of the National Association of
Securities Dealers, Inc., or a commercial bank or trust company having an
office or correspondent in the United States.


                                    6
 54

                              CERTIFICATE
                              -----------


            The undersigned hereby certifies by checking the appropriate
boxes that:

            (1)   the Rights evidenced by this Right Certificate [ ] are [ ]
are not being exercised by or on behalf of a Person who is or was an
Acquiring Person or an Affiliate or Associate of any such Acquiring Person
(as such terms are defined pursuant to the Rights Agreement);

            (2)   this Rights Certificate [ ] is [ ] is not being sold,
assigned and transferred by or on behalf of a Person who is or was an
Acquiring Person or an Affiliate or Associate of any such Acquiring Person
(as such terms are defined pursuant to the Rights Agreement);

            (3)   after due inquiry and to the best knowledge of the
undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this
Right Certificate from any Person who is, was or became an Acquiring Person
or an Affiliate or Associate of an Acquiring Person.



Dated:  --------------, 19--        -------------------------------------------
                                    Signature

                                    (Signature must conform in all respects
                                    to name of holder as specified on
                                    the face of this Right Certificate)


                                    NOTICE
                                    ------

            The signature in the foregoing Forms of Assignment and Election
must conform to the name as written upon the face of this Right Certificate
in every particular, without alteration or enlargement or any change
whatsoever.

            In the event the certification set forth above in the form of
Assignment or the form of Election to Purchase, as the case may be, is not
completed, the Company and the Rights Agent will deem the beneficial owner of
the Rights evidenced by this Right Certificate to be an Acquiring Person or
an Affiliate or Associate thereof (as defined in the Rights Agreement) and
such Assignment or Election to Purchase will not be honored.


                                    7
 55

      WHEREAS, Reinsurance Group of America, Incorporated (the "Company") and
Boatmen's Trust Company, as Rights Agent, are parties to that certain Rights
Agreement dated as of May 4, 1993 (the "Rights Agreement"); and

      WHEREAS, Section 27 of the Rights Agreement provides that the Company
may from time to time amend the Rights Agreement without the approval of any
holders of Right Certificates (as defined in the Rights Agreement) in order
to cure any ambiguity, to correct or supplement any provision contained
therein which may be defective or inconsistent with any other provisions
therein, or to make any other provisions or amendments thereto which the
Company may deem necessary or desirable; and

      WHEREAS, Section 1(a) of the Right Agreement exempts from the
definition of "Acquiring Person", among other entities, General American Life
Insurance Company and any Person (as defined in the Rights Agreement) who has
the prior written approval of a majority of the Board of Directors to become
the Beneficial Owner (as defined in the Rights Agreement) of more the 20% of
the Company's Common Stock; and

      WHEREAS, the Board of Directors of the Company gave its prior written
approval to the transfer, purely for tax reasons, by General American life
Insurance Company of its ownership interest in the Company's Stock to a
wholly-owned subsidiary of General American Life Insurance Company; and

      WHEREAS, to avoid any ambiguity, at its meeting on July 26, 1995 the
Board of Directors of the Company amended the Rights Agreement by inserting
in line 12 of Section 1(a)(i), after the words "General American Life
Insurance Company" and before the words "("General American")" the phrase ",
including Subsidiaries and Affiliates of General American Life Insurance
Company."

      NOW THEREFORE, in order to further evidence the amendment to the Rights
Agreement, as contemplated by Section 27 of the Rights Agreement, the Company
and the Rights Agent signed this writing.

Attest:                             REINSURANCE GROUP OF
                                    AMERICA, INCORPORATED


By  /s/ James E. Sherman            By  /s/ Jack B. Lay
    ------------------------------      ------------------------------
    Name:  James E. Sherman             Name:  Jack B. Lay
    Title: Assistant Secretary          Title: Executive Vice President &
                                        Chief Financial Officer


Attest:                             BOATMEN'S TRUST COMPANY


By  /s/ L. Welch                    By  /s/ Christopher S. Hillcoat
    ------------------------------      ------------------------------
   Name:  L. Welch                      Name:  Christopher S. Hillcoat
   Title: Assistant Vice President      Title: Senior Vice President




Dated as of July 26, 1995.