1

                                  SCHEDULE 14A
                                 (Rule 14a-101)

                    INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

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

Filed by the registrant [X]
Filed by a party other than the registrant [ ]

Check the appropriate box:
[X]   Preliminary proxy statement    [ ]  Confidential, for use of the
                                          Commission only (as permitted by
[ ]   Definitive proxy statement          Rule 14a-6(e)(2))
[ ]   Definitive additional materials
[ ]   Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

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


    ------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of filing fee (check the appropriate box):

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

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

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

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

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

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

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

      (4)   Proposed maximum aggregate value of transaction:

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

      (5)   Total fee paid:

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

[ ]   Fee paid previously with preliminary materials.

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

      (1)   Amount Previously Paid:

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

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

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

      (3)   Filing Party:

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

      (4)   Dated Filed:

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 2

                                   [RGA logo]



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

                                                          St. Louis, Missouri
                                                          April 27, 1998


TO THE STOCKHOLDERS OF
REINSURANCE GROUP OF AMERICA, INCORPORATED


      The Annual Meeting of the Stockholders of Reinsurance Group of America,
Incorporated will be held at the Ritz-Carlton Hotel, 100 Carondelet Plaza,
St. Louis, Missouri on May 27, 1998, commencing at 2:00 p.m., at which
Meeting only holders of record of the Company's Common Stock at the close of
business on March 31, 1998 will be entitled to vote, for the following
purposes:

            1.    To elect three directors;

            2.    To consider and vote upon an amendment to the Company's
                  Restated Articles of Incorporation to increase the number
                  of authorized shares of Common Stock from fifty million
                  to seventy-five million;

            3.    To consider and vote upon an amendment to the Company's
                  Restated Articles of Incorporation to authorize twenty
                  million shares of Non-Voting Common Stock; and

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

                                                REINSURANCE GROUP OF AMERICA,
                                                INCORPORATED


                                                By /s/ Richard A. Liddy

                                                    Chairman of the Board

/s/ Matthew P. McCauley

Secretary

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


 3

                                   [RGA logo]


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

                                PROXY STATEMENT
                                    FOR THE
                      ANNUAL MEETING OF THE STOCKHOLDERS
                            TO BE HELD MAY 27, 1998
                    RITZ-CARLTON HOTEL, ST. LOUIS, MISSOURI


      This proxy statement is furnished to the holders of Common Stock of
Reinsurance Group of America, Incorporated (the "Company") in connection with
the solicitation of proxies for use in connection with the Annual Meeting of
the Stockholders to be held May 27, 1998, at 2:00 p.m. at the Ritz-Carlton
Hotel, 100 Carondelet Plaza, St. Louis, Missouri, and all adjournments and
postponements thereof, for the purposes set forth in the accompanying Notice
of Annual Meeting of the Stockholders.  The Company is first mailing this
proxy statement and the enclosed form of proxy to stockholders on or about
April 27, 1998.

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

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

      The close of business on March 31, 1998 has been fixed as the record
date for the determination of stockholders entitled to vote at the Annual
Meeting.  As of the record date, 25,228,480 shares of Common Stock were
outstanding and entitled to be voted at such Meeting, with 142 holders of
record.  Stockholders will be entitled to cast one vote on each matter for
each share of Common Stock held of record on the record date.

      The solicitation of this proxy is made by the Board of Directors of the
Company.  The solicitation will be principally by mail.  In addition, proxies
may be solicited by telephone or telefax by directors, officers, or
employees of the Company, who will not receive any additional compensation
for such services.  The expenses of this proxy solicitation will be paid by
the Company.

      A copy of the Company's Annual Report to Stockholders for the fiscal
year ended December 31, 1997 accompanies this proxy statement.



 4

                        ITEM 1 -- ELECTION OF DIRECTORS

      The first item to be acted upon at the Annual Meeting is the election of
three directors of the Company for terms expiring at the Annual Meeting in 2001,
or until their respective successors have been elected and have qualified.

Nominees and Continuing Directors

      The Board of Directors is divided into three classes, with the terms of
office of each class ending in successive years. Certain information with
respect to the nominees for election as directors proposed by the Company and
the other directors whose terms of office as directors will continue after the
Annual Meeting is set forth below.  Each of the directors has served in his
principal occupation for the last five fiscal years, unless otherwise indicated.
Should any one or more of the nominees be unable or unwilling to serve (which is
not expected), the proxies (except proxies marked to the contrary) will be voted
for such other person or persons as the Board of Directors of the Company may
recommend.  All nominees are currently directors of the Company and have agreed
to serve if elected.



                                                                                          Served as
                                                                                          Director
        Name, Age, Principal Occupation or Position, Other Directorships                    Since
        ----------------------------------------------------------------                  ---------
                                                                                       
TO BE ELECTED AS DIRECTORS FOR TERMS ENDING 2001:

William A. Peck, M.D., 64                                                                   1993
      Executive Vice Chancellor for Medical Affairs and Dean of the School of
      Medicine of Washington University since 1989.  From 1976 to 1989, he was
      Physician in Chief of The Jewish Hospital of St. Louis.  He is also a
      director of Allied Health Care Products, Inc., Angelica, Hologic, Inc., and
      Magna Bancorp, Inc.

William P. Stiritz, 63                                                                      1993
      Chief Executive Officer, President and Chairman of Agribrands
      International, Inc., which is in the animal feeds and agricultural products
      business, since the company was spun-off from Ralston Purina Company
      ("Ralston") on April 1, 1998.  He was CEO and President of Ralston from 1982
      until 1997 and held various other positions with Ralston since 1963.  He is
      Chairman of the Board of Ralston and Ralcorp Holdings, Inc. and is a director
      of Angelica Corporation, Ball Corporation, GenAmerica Corporation, General
      American Life Insurance Company, General American Mutual Holding Company, The
      May Department Stores Company, and Vail Resorts, Inc.

A. Greig Woodring, 46                                                                       1993
      President and Chief Executive Officer of the Company.  As President and
      CEO of the Company, Mr. Woodring is also an executive officer of General
      American Life Insurance Company ("General American"). He has headed General
      American's reinsurance business since 1986.  He also serves as a director and
      officer of a number of subsidiaries of the Company and General American.

TO CONTINUE IN OFFICE UNTIL 1999:

J. Cliff Eason, 50                                                                          1993
      President-SBC International Operations of SBC Communications, Inc. since
      March 1998.  Prior to that he served as President and CEO of Southwestern
      Bell Telephone Company since February 1996. Mr. Eason was President and CEO
      of Southwestern Bell Communications, Inc. ("SBC") from July 1995 through
      January 1996; President of Network Services of Southwestern Bell Telephone
      Company from July 1993 through June 1995; and President of Southwestern Bell
      Telephone Company of the Midwest from 1992 to 1993.  He held various other
      positions with SBC and its subsidiaries prior to 1992, including President of
      SBC Communications, Inc. from 1991 to 1992.

                                    2
 5
                                                                                          Served as
                                                                                          Director
        Name, Age, Principal Occupation or Position, Other Directorships                    Since
        ----------------------------------------------------------------                  ---------

Leonard M. Rubenstein, 52                                                                   1993
      Chief Executive Officer and Chairman of Conning Corporation and its
      subsidiary, Conning Asset Management Company, a registered investment
      advisor. Conning Corporation is a majority-owned subsidiary of General
      American Life Insurance Company ("General American").  He served as Executive
      Vice President of Investments for General American from 1991 to January 1997
      and as Treasurer from 1991 to 1995.  From 1984 to 1991, he served as Vice
      President of General American.  He is Treasurer of General American Capital
      Company, a registered investment company.

H. Edwin Trusheim, 70                                                                       1993
      In 1995, he retired as Chairman of General American Life Insurance
      Company, where he was Chief Executive Officer until his retirement in 1992.
      He served as President of General American Life Insurance Company from 1979
      to 1988 and was elected Chief Executive Officer in 1981 and Chairman of the
      Board in 1986.  He is also a director of Angelica Corporation, GenAmerica
      Corporation, General American Life Insurance Company, General American Mutual
      Holding Company, Laclede Gas Company, RehabCare Corporation, and Venture
      Stores Inc.

TO CONTINUE IN OFFICE UNTIL 2000:

Bernard A. Edison, 70                                                                       1993
      President of Edison Brothers Stores, Inc. from 1968 through his
      retirement in 1987.  He also served as a director and Chairman of the Finance
      Committee of the Board of Directors of Edison Brothers Stores, Inc. until
      1989, and as director emeritus from 1989 through 1996.  Mr. Edison is also a
      director of Anheuser-Busch Companies, Inc., GenAmerica Corporation, General
      American Life Insurance Company, and General American Mutual Holding Company.

Stuart I. Greenbaum, 61                                                                     1997
      Dean of the John M. Olin School of Business at Washington University
      since July 1995.  Prior to such time, he spent 20 years at the Kellogg
      Graduate School of Management at Northwestern University where he was
      Director of the Banking Research Center and the Norman Strunk Distinguished
      Professor of Financial Institutions.  Mr. Greenbaum has served on the Federal
      Savings and Loan Advisory Council and the Illinois Task Force on Financial
      Services, and has been a consultant for the American Bankers Association, the
      Bank Administration Institute, the Comptroller of the Currency, the Federal
      Reserve System, and the Federal Home Loan Bank System, among others.  He is
      also a director of Stifel Financial Corp.

Richard A. Liddy, 62                                                                        1993
      Chairman of the Board of the Company.  Also President, Chief Executive
      Officer and Chairman of the Board of General American Life Insurance Company,
      and President and Chairman of GenAmerica Corporation and General American
      Mutual Holding Company.  From 1982 through 1988, he was Senior Vice President
      and Executive Vice President of Continental Corporation and President,
      Financial Services Group of Continental Insurance Company.  He is also
      Chairman of the Board of General American Capital Company and The Walnut
      Street Funds, Inc., each a registered investment company; Chairman of Paragon
      Life Insurance Company, Security Equity Life Insurance Company, and Security
      Mutual Life Insurance Company of New York; and a director of Ameren
      Corporation, Brown Group, Inc., Conning Corporation, and Ralston Purina
      Company.


                                    3
 6

Committees and Meetings of the Board of Directors

      The Board of Directors met four times during 1997.  Each incumbent
director attended at least 75% of the meetings of the Board and committees on
which he served during 1997.  The Board of Directors has an Audit Committee,
a Nominating Committee, and a Compensation Committee.  The Audit Committee,
of which Messrs. Eason (Chairman), Greenbaum, and Peck are members, met three
times in 1997.  This Committee is responsible for overseeing the integrity
and reliability of the Company's accounting and financial reporting practices
and the effectiveness of its system of controls.  It also recommends a public
accounting firm to be retained for the coming year and reviews the work to be
done by such firm.  The Compensation Committee establishes and oversees the
compensation policies of the Company's operating subsidiaries and determines
executive compensation.  This Committee, which consists of Messrs. Edison
(Chairman), Eason, Greenbaum, Peck, and Stiritz, held four meetings in 1997.
See "Compensation Committee Report on Executive Compensation."  The
Nominating Committee, of which Messrs. Peck (Chairman), Eason, Edison,
Stiritz, and Trusheim are members, met once during 1997.  This Committee
nominates directors and will accept recommendations for nominations as
directors from stockholders.  Stockholders wishing to propose nominees for
consideration should, by the first week of January, notify in writing the
Secretary of the Company, who will inform the members of the Nominating
Committee of such proposals.

Director Compensation

      Officers of the Company or its affiliates do not receive any additional
compensation for serving the Company as members of the Board of Directors or
any of its committees.  Effective January 1, 1997, directors who are not
employees of the Company or any of its affiliates ("Non-Employee Directors")
are paid an annual retainer of $20,000, and are paid $1,000 for each Board
meeting attended in person, $500 for each telephonic Board meeting attended,
$750 for each committee meeting attended in person (except the committee
chairman, who is paid $1,000) and $375 for each telephonic committee meeting
attended (except the committee chairman, who is paid $500).  In addition, the
Company reimburses directors for out-of-pocket expenses incurred in
connection with attending Board and committee meetings.  Of the $20,000
annual retainer, $8,000 is paid in shares of the Company's Common Stock at
the Annual Meeting.  Also on the date of the Annual Meeting, each
Non-Employee Director is granted an option to purchase 1,500 shares of Common
Stock with an exercise price equal to the closing price of the Common Stock
on such date.  As a result, in 1997, each of Messrs. Eason, Edison,
Greenbaum, Peck, Stiritz, and Trusheim was awarded an option to purchase
1,500 shares of Common Stock at an exercise price of $36.50 per share.  The
options become fully vested on May 15, 1998.  (Share and price information is
adjusted to give effect to the Company's three-for-two stock split in August
1997.)

      Non-Employee Directors have the option to receive phantom stock units
in lieu of their retainer (including the stock portion) and meeting fees.  A
phantom stock unit is a hypothetical share of Common Stock of the Company.
Phantom stock units are not transferable and are subject to forfeiture unless
held until the earlier of ten years after grant or the director's retirement,
death, or disability.  At such time, the Company will pay cash or issue
shares of Common Stock in an amount equal to the value of the phantom stock.
Phantom stock units are forfeited in the event of a director's malfeasance
(as defined in the Flexible Stock Plan for Directors).  The Company pays
dividends in the form of additional phantom stock units with respect to
outstanding phantom stock at the same rate as dividends are paid on the
Common Stock.

      In January 1997, Richard A. Liddy, Chairman of the Board, was granted
an option to purchase 37,500 shares of Common Stock at an exercise price of
$30 5/12, the closing price of the Common Stock on the date of grant (as
adjusted to give effect to the Company's three-for-two stock split).  See
"Compensation Committee Report on Executive Compensation."  This option vests
annually in 20% increments beginning in January 1998 and will become fully
vested upon Mr. Liddy's death, disability, or retirement and upon a change in
control of the Company.


                                    4
 7

                     COMMON STOCK OWNERSHIP OF MANAGEMENT
                        AND CERTAIN BENEFICIAL OWNERS

      The following table sets forth certain stock ownership information, as
of March 1, 1998, with respect to (i) each person known to the Company to be
the beneficial owner of 5% or more of the Company's outstanding Common Stock,
(ii) each director of the Company, (iii) each executive officer of the
Company named in the Summary Compensation Table, and (iv) all directors and
executive officers as a group.



                                                                 Amount and Nature of           Percent
            Beneficial Owner                                     Beneficial Ownership          of Class
            ----------------                                     --------------------          --------
                                                                                         
Principal Stockholders:

General American Mutual Holding Company
700 Market Street
St. Louis, Missouri 63101                                             16,087,500             63.8%

The Prudential Insurance Company of America
Prudential Plaza
Newark, New Jersey 07102-3777                                          1,317,600              5.2%

Directors and Named Executive Officers:

A. Greig Woodring, Director, President, and Chief
  Executive Officer                                                   39,766              

J. Cliff Eason, Director                                                   3,000              

Bernard A. Edison, Director                                                9,000              

Stuart I. Greenbaum, Director                                              1,637              

Richard A. Liddy, Chairman                                            54,750              

William A. Peck, Director                                                  1,950              

Leonard M. Rubenstein, Director                                           26,425              

William P. Stiritz, Director                                         457,800              1.8%

H. Edwin Trusheim, Director                                            6,000              

David B. Atkinson, Executive Vice President and Chief
  Operating Officer                                                       24,795              

Jack B. Lay, Executive Vice President and Chief
  Financial Officer                                                       11,746              

Andre St-Amour, President, RGA Life Reinsurance
  Company of Canada                                                       13,793             

Graham Watson, Executive Vice President and Chief
  Marketing Officer                                                        6,555             

All directors and executive officers
  as a group (20 persons)                                                681,376             2.7%


- --------------------
  Less than one percent.

  Shares beneficially owned by General American Mutual Holding Company
      ("GAMHC") are held by Equity Intermediary Company, a wholly-owned
      subsidiary of General American Life Insurance Company ("General
      American").  General American is a wholly-owned subsidiary of
      GenAmerica Corporation, which is a wholly-owned subsidiary of GAMHC.
      Mr. Liddy is also a director and executive officer of GAMHC,
      GenAmerica Corporation and General American, and Mr. Woodring is an
      executive officer of General American.  Messrs. Edison, Stiritz, and
      Trusheim are directors of GAMHC, GenAmerica Corporation and General
      American.  These individuals disclaim beneficial ownership of the
      shares beneficially owned by GAMHC.

  Sole voting and dispositive power over 661,650 shares.  Based on
      Amendment No. 4 to Schedule 13G filed by the security holder with the
      Securities and Exchange Commission on February 10, 1998.

  Includes 11,355 shares of Common Stock subject to stock options that
      are exercisable within 60 days.  Also includes 10,000 shares of
      restricted stock over which Mr. Woodring has voting control, but which
      cannot be transferred until the earlier of January 2008 or Mr.
      Woodring's death or disability.

  Includes 1,500 shares of Common Stock subject to stock options that are
      exercisable within 60 days.

                                    5
 8

  Includes 39,750 shares of Common Stock subject to stock options that
      are exercisable within 60 days and 15,000 shares held jointly with his
      wife.

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

  Includes 1,500 shares of Common Stock subject to stock options that are
      exercisable within 60 days.  Mr. Stiritz disclaims beneficial
      ownership of a total of 145,500 shares held by his wife and children.

  Includes 6,165 shares of Common Stock subject to stock options that are
      exercisable within 60 days and 1,500 shares held by Mr. Atkinson's
      children.

  Includes 10,546 shares of Common Stock subject to stock options that
      are exercisable within 60 days.

 Includes 10,293 shares of Common Stock subject to stock options that
      are exercisable within 60 days.

 Includes 2,430 shares of Common Stock subject to stock options that are
      exercisable within 60 days and 4,125 shares owned by Intercedent
      Limited, a Canadian corporation of which Mr. Watson has a majority
      ownership interest.

 Includes a total of 130,164 shares of Common Stock subject to stock
      options that are exercisable within 60 days.


            SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      Section 16(a) of the Securities Exchange Act of 1934 ("Exchange Act")
requires the Company's directors, executive officers and beneficial owners of
more than ten percent of the Company's Common Stock, to file reports of
ownership and changes in ownership on Forms 3, 4 and 5 with the Securities
and Exchange Commission and the New York Stock Exchange.  Directors,
executive officers and greater than 10% stockholders are required to furnish
the Company with copies of all Forms 3, 4, and 5 they file.

      Based solely on the Company's review of the copies of such forms it has
received, or written representations from certain reporting persons, the
Company believes that all of its directors, executive officers and greater
than 10% beneficial owners complied with all Section 16(a) filing
requirements applicable to them with respect to transactions during 1997.


                                    6
 9

            COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

      The Company's Compensation Committee, composed of five non-employee
directors, oversees the compensation policies of the Company's operating
subsidiaries (Reinsurance Group of America, Incorporated ("RGA") is a holding
company with no employees).  RGA Reinsurance Company ("RGA Re"), a
wholly-owned subsidiary of the Company, employs all of the Company's salaried
executive officers, except for Andre St-Amour, who is employed by RGA Life
Reinsurance Company of Canada, and Graham Watson and Paul Nitsou, who are
employed by RGA International Ltd.  Two of the Company's executive officers
(Richard A. Liddy and Matthew P. McCauley) are employed by General American
Life Insurance Company and are not compensated by the Company.

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

      The Company has eleven salaried executive officers.  In forming its
recommendations on the overall salary program for executive officers, the
Compensation Committee has from time to time engaged an independent
consulting firm to learn how the Company's executive compensation compares to
those paid by other publicly held insurance and reinsurance companies.
During 1996, the Compensation Committee hired this firm to undertake an
extensive review of executive salaries.  Results of the consultant's study,
which were presented in January 1997, showed that the Company's executives
were not competitive with the comparison companies.  In light of these
findings the Compensation Committee, in January 1997, approved increases in
officers' 1997 base salaries to make them more competitive.  The average
increase in executive officers' base salaries for 1997 was 4.2%.  The
percentage increase excludes the CEO and four other executive officers, whose
salary increases ranged from 6.0% to 12.3% to more accurately reflect such
officers' responsibilities. Overall, the established 1997 base salaries for
executives represented approximately 91% of the median level of base pay for
comparable officers based on the survey.

      Based primarily on the results of the consultant's survey, in January
1997 the Compensation Committee set Mr. Woodring's 1997 base salary at
$337,000, which represented an increase of 12.3% over his 1996 base salary.
This level was intended to make Mr. Woodring's compensation approximate that
of the second highest paid executive at a comparable public company,
reflecting the level of involvement of General American's management at the
Company.  As a result of the increase, Mr. Woodring's base salary for 1997
was 100% of the median for the second highest paid executives in the
comparison group.

      In October 1997 and January 1998, the Compensation Committee again
evaluated executive salary levels in accordance with the previously
established guidelines and found them to be generally competitive.  This
review took into account 1997/1998 salary survey data provided by the
independent consulting firm.  As a result, the Committee approved salary
increases for 1998 that averaged 4.0% for all executive officers, excluding
the CEO, COO and CFO who received salary increases ranging from 11.3% to
16.0%.  The increase in the COO's salary was based on his promotion to
President and CEO of RGA Re, and the increase in the CFO's salary was
intended to bring his compensation in line with market data for that
position.  The Compensation Committee approved an 11.3% increase in Mr.
Woodring's salary to $375,000, which is slightly above the average for the
second highest paid executives in the survey.  This increase reflects the
Committee's consideration of Mr. Woodring's increasing level of
responsibility for the Company vis-a-vis General American's management.

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

      All of the Company's salaried executive officers also participate in
the Management Incentive Plan ("MIP"), which provides incentive compensation
based on a participant's individual performance as well as the division's and
the Company's achievements of specified financial thresholds and targets.
Company results are based on consolidated revenues and operating earnings
(net income less realized capital gains and losses) per share; divisional
results are based on the division's revenues and operating earnings.  Based

                                    7
 10
on these criteria, the Committee approves a schedule of specific incentives
set for each participant at the beginning of the year, with a threshold of
performance that must be met before any payment to the individual can be
made, a target that is twice the threshold, and a maximum that is twice the
target.  The Company's performance must meet a certain trigger level before
any awards under the MIP are made.  Awards are based on a specified
percentage of salary, which varies for each participant.  A portion of each
executive officer's total MIP award is paid in performance shares, rather
than cash.

      There were over 50 participants in the MIP in 1997.  Determination of
MIP awards for 1997 was made in January 1998.  The Company exceeded its
target for revenue growth in fiscal 1997, achieving a 29% increase over 1996.
However, the Company did not meet its threshold operating earnings per share
level, primarily due to the accident and health pool charge during the first
quarter of 1997.  Based in part on these consolidated results, the average
cash payout to executive officers was approximately 26.8% of salary.  Mr.
Woodring's MIP award, which is based solely on Company results for 1997, was
$165,654, or approximately 50% of his salary for the year.  This amount
represents one-half of his maximum possible award for 1997 and is
approximately 27% less than his MIP award for 1996.  The amount of Mr.
Woodring's total MIP award includes the value of performance shares awarded
under the Executive Performance Share Plan.  The cash portion of Mr.
Woodring's 1997 MIP award totaled $115,958, or approximately 35% of salary.

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

      Approximately 32% of the MIP award for executive officers is paid in
the form of performance shares pursuant to the Company's Executive
Performance Share Plan.  Each performance share represents the equivalent of
one share of Common Stock.  Performance shares vest in one-third increments
on the last day of each of the three calendar years following the year in
which they are granted.  (For this purpose, the date of grant is the first
day of the year in which the performance objectives are set.)  Payment with
respect to vested performance shares may be made only in certain
circumstances relating to termination of employment or when the participant
exercises stock options or the value of the participant's vested performance
shares exceeds 500% of his or her target bonus for the year.  Payment may be
made in the form of cash or shares of Common Stock, as determined by the
Committee.  See "Executive Compensation - Option/Performance Share Grants in
Last Fiscal Year."

      Normally, the value of each performance share is the current fair
market value of a share of the Company's Common Stock.  By making part of the
pay of the Company's top executives take this form, the Committee has sought
to give these officers further incentives to increase the value of the
Company.  Determination of performance share awards for fiscal 1997 was made
at the same time as MIP awards were determined in January 1998.  The average
payment in the form of performance shares to executive officers was
approximately 12.4% of salary in 1997.  Mr. Woodring received 1,258
performance shares for 1997, which were valued at $49,696 based on the market
value of the Common Stock on the date of grant.

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

      All employees of RGA Re who meet the eligibility requirements
participate in the profit sharing plan.  Awards represent a percentage of
cash compensation based on the achievement by the Company of specified
thresholds and targeted levels of growth in consolidated revenues and
operating earnings per share.  The targets and thresholds are the same as
those established under the MIP.  In addition to a guaranteed 2% match,
participants in the Company's 401(k) plan are eligible to receive a
discretionary match of up to 2% of compensation.  In addition, all eligible
employees are entitled to receive a profit sharing award ranging from 0% to
6% of compensation depending on whether the Company meets or exceeds its
thresholds and targets, regardless of their 401(k) participation.  A
threshold of performance must be met before either the discretionary match or
the profit sharing award can be made.  The

                                    8
 11
thresholds and targets for each year are established at the beginning of the
year.  A participant may elect to receive up to one-half of his profit sharing
award in cash.

      In 1997, the Company exceeded its target for revenue growth, achieving
a 29% increase over 1996.  However, the Company did not meet its threshold
earnings per share level, primarily due to the non-operating accident and
health charge during the first quarter of 1997.  The failure to achieve the
earnings per share threshold resulted in a discretionary match of 1% and a
profit sharing award of 3%.  The discretionary match and profit sharing
awards for executives who participate in the Flexible Stock Plan and the MIP
are reduced by one-half.  Mr. Woodring, who participates in such programs,
received a profit sharing award of $6,575 for 1997, representing
approximately 1.5% of his salary and cash bonus for the year.

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

      The Committee has granted stock options pursuant to the Company's
Flexible Stock Plan, which was established in 1993.  The exercise price of
each option has been no less than the market price of the Common Stock on the
date of grant.  Options to purchase over 500,000 shares were awarded to more
than 40 persons in 1993 in connection with the Company's initial public
offering.  Additional options were granted in 1994 and 1995 to approximately
15 persons.  In December 1996, the Committee awarded 158,250 options to four
executive officers in order to facilitate such officers' achievement of the
Company's stock ownership guidelines.

      In October 1996, the Committee for the first time adopted annual stock
option grant guidelines in order to help attract and retain key employees.
Pursuant to these guidelines, in January 1997, the Committee approved the
grant of options to purchase a total of 185,700 shares of Common Stock at an
exercise price of $30 5/12 (the closing price of the Common Stock on the date
of grant) to 23 key officers, including the Chairman and all of the Company's
eleven salaried executive officers.  The executive officers received options
to purchase a total of 109,050 shares, including an option to purchase 24,600
shares granted to Mr. Woodring.  The number of options granted was related to
base compensation as of January 1, 1997, using a multiple ranging from 1.0
times to 2.5 times salary divided by the strike price of the options.  The
salary multiples correspond to summary data for 350 public companies obtained
by the independent consulting firm the Company retained in 1996.  The
Committee used the range of multiples for CEOs as a benchmark in granting Mr.
Woodring's option.  The Committee also approved a three-year block grant of
options to purchase 37,500 shares to the Chairman, Richard A. Liddy, based on
his continuing leadership of the Company.  (All share and price information
is adjusted to give effect to the Company's three-for-two stock split in
August 1997.)  See "Executive Compensation - Option/Performance Share Grants
in Last Fiscal Year."

      In accordance with the annual grant guidelines, the Committee granted a
total of 138,437 options in January 1998, including 92,932 options granted to
the Company's salaried executive officers.  Mr. Woodring was awarded 21,329
options.  The criteria for determining individual option grants were the same
as those used in 1997.  In addition, the Committee approved an award of
10,000 shares of restricted stock to Mr. Woodring.  Such shares are not
transferable for a period of ten years and will be forfeited in the event Mr.
Woodring's employment is terminated during that period.  This restricted
stock award was intended to reflect Mr. Woodring's increasing level of
responsibility for the Company and to provide an additional long-term
incentive that is tied to the Company's performance.

      Stock options are intended to reflect management's involvement in the
Company's performance and to encourage their continued contribution to the
future of the Company.  The Company views stock options as an important means
of aligning the economic interests of management and stockholders.

                                    9
 12

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

      In order to further align the interests of the Company's management and
its stockholders, the Committee adopted executive stock ownership guidelines
in October 1996. Based upon the recommendation of the independent consulting
firm, which obtained stock ownership information for 350 public companies,
the Committee established specific guidelines for the top three tiers of
management - the CEO (33,750 shares), Executive Vice Presidents (12,750
shares), and Senior Vice Presidents (5,625 shares) (as adjusted to give
effect to the Company's three-for-two stock split in August 1997).  Although
the guidelines are not mandatory, they are intended to increase Company stock
ownership by executive officers, which, in addition to stock options,
provides the officers with a direct economic interest in the Company.

      To facilitate the executive stock ownership contemplated by the
guidelines, the Committee in late 1996 approved a one-time program to enable
top executives to convert the value of their vested options that were granted
in 1993 into shares of the Company's Common Stock.  The CEO and three other
executives participated in this program during 1996.

      Following adoption of the stock ownership guidelines, the number of
shares of Common Stock owned by the Company's executive officers has
increased by approximately 34,500 shares.

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

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

                          The Compensation Committee

                          Bernard A. Edison, Chairman
         J. Cliff Eason             Stuart I. Greenbaum (since May 15, 1997)
         William A. Peck, M.D.      William P. Stiritz



          COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

      During 1997, the Compensation Committee was comprised of Messrs. Edison
(Chairman), Eason, Greenbaum (after May 15, 1997), Peck, and Stiritz, as well
as Dennis F. Hardcastle (until May 15, 1997).  None of such directors has
been an officer or employee of the Company or any of its subsidiaries.
Richard A. Liddy, who is Chairman of the Board, serves as a director (but not
on the compensation committee) of Ralston Purina Company, of which Mr.
Stiritz was an executive officer during 1997.  Mr. Liddy is also a director
and a member of the General Compensation Committee of Conning Corporation, of
which Mr. Rubenstein is an executive officer.  Mr. Rubenstein is a director
of RGA, but does not serve on the Compensation Committee.  Although Mr. Liddy
is not paid any compensation by RGA, he holds options to purchase shares of
RGA Common Stock.  Stock option awards made to Mr. Liddy have been determined
by the Company's Compensation Committee.

                                    10
 13

                            EXECUTIVE COMPENSATION

Summary Compensation

      The following table sets forth certain summary information concerning
the compensation awarded or paid to, or earned by, the Chief Executive
Officer and each of the other four most highly compensated executive officers
of the Company during 1997.


                                               SUMMARY COMPENSATION TABLE

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

                                                                                             Securities
                                                                          Other Annual       Underlying     All Other
                                                Salary          Bonus       Compen-            Options    Compensation
Name and Principal Position              Year   ($)     ($)    sation          (#)      ($)
- ---------------------------              ----   -------     -----------   ------------       ----------   ------------
                                                                                        
A. Greig Woodring                        1997  $331,308        $194,407        $    -            24,600        $11,871
  President and Chief                    1996   291,600         229,594             -            57,339         11,054
  Executive Officer                      1995   239,538         199,495             -                 0         14,419

David B. Atkinson                        1997  $216,962        $106,311        $    -            13,200        $12,581
  Executive Vice President               1996   194,123         146,888             -            45,870          8,744
  and Chief Operating Officer            1995   160,392         129,094             -                 0          8,548

Jack B. Lay                              1997  $163,466        $ 78,909        $    -            10,200        $ 8,818
  Executive Vice President               1996   151,715          99,486             -                 0          7,456
  and Chief Financial Officer            1995   132,473          93,927             -            15,464          4,930

Andre St-Amour                           1997  $174,935        $125,950        $    -            10,800        $ 4,821
  President, RGA Life                    1996   164,025         126,179             -                 0          4,921
  Reinsurance Company of Canada          1995   149,139          74,570             -                 0          5,650

Graham Watson                        1997  $188,334        $278,071        $    -            12,150        $ 4,821
  Executive Vice President and           1996   150,174         303,666         177,842               0              0
  Chief Marketing Officer                1995       -               -               -               -              -


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

  Includes for all named executive officers, cash bonuses earned for each
      year (including any bonuses deferred at the election of the executive
      officers) under the Management Incentive Plan, which totaled $115,958
      for Mr. Woodring, $59,665 for Mr. Atkinson, $44,953 for Mr. Lay,
      $86,592 for Mr. St-Amour and $51,792 for Mr. Watson for 1997.  Also
      includes amounts paid in cash or deferred at the officer's election
      each year under the RGA Re Profit Sharing Plan for Messrs. Woodring,
      Atkinson and Lay, which totaled $1,200 for 1997.  Amounts shown for
      Mr. Watson for 1997 and 1996 also include (i) a Canadian production
      bonus of $193,510 and $183,360, respectively (see "-Other Employment
      Arrangements") and (ii) $9,227 and $4,681, respectively, paid in lieu
      of an award under the RGA Re Profit Sharing Plan, in which Mr. Watson
      is not eligible to participate (see Note 6).  Amounts shown for
      Messrs. Woodring, Atkinson and Lay for 1997 also include discretionary
      bonuses of $27,553, $18,326 and $12,323, respectively, paid by General
      American Life Insurance Company at the time of an initial public
      offering of one of its subsidiaries to reflect such persons'
      contributions to General American's consolidated operations.

  Includes, in 1997, 1996, and 1995, the value of the following number of
      performance shares awarded in January 1998, 1997 and 1996,
      respectively, pursuant to the Executive Performance Share Plan based
      on the closing price of the Common Stock on the date of award:  Mr.
      Woodring - 1,258, 2,247, and 4,311 performance shares; Mr. Atkinson -
      687, 1,491 and 2,597 performance shares; Mr. Lay - 517, 1,004, and
      1,989 performance shares; Mr. St-Amour - 996, 1,311, and 0 performance
      shares; and Mr. Watson - 596, 1,188, and 0 performance shares.  For
      information regarding performance shares, see "Compensation Committee
      Report on Executive Compensation" and "-Option/Performance Share
      Grants in Last Fiscal Year."
                                    11
 14

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

  See "-Option/Performance Share Grants in Last Fiscal Year."

  For Messrs. Woodring, Atkinson and Lay, amounts represent contributions
      made by RGA Re in 1997, 1996, and 1995 to the officers' accounts in
      the RGA Re Profit Sharing Plan and the RGA Re Augmented Benefit Plan.
      Amounts for Messrs. St-Amour and Watson represent contributions made
      to their accounts by RGA Canada under its Retirement Plan.

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


Option/Performance Share Grants in Last Fiscal Year

      The Company has a Flexible Stock Plan, which provides for the award of
various types of benefits, including stock options, stock appreciation
rights, restricted stock, performance shares, and other stock-based awards,
as well as cash awards.  The Company also has an Executive Performance Share
Plan that provides for the award of performance shares.  The following table
sets forth certain information concerning options and performance shares
granted to the named executive officers pursuant to the Flexible Stock Plan
and the Executive Performance Share Plan during 1997.



                                          OPTION/SAR GRANTS IN LAST FISCAL YEAR

                                             Individual Grants
                               ---------------------------------------------                Potential Realizable Value
                                                 % of Total                                  at Assumed Annual Rates
                         Number of Securities   Options/SARs                               of Stock Price Appreciation
                              Underlying         Granted to   Exercise or                    for Option/SAR Term
                             Options/SARs       Employees in   Base Price   Expiration     ---------------------------
Name                     Granted (#)     Fiscal Year   ($/Sh)      Date         5% ($)           10% ($)
- ----                     --------------------   ------------  -----------   ----------      ------           -------
                                                                                         
A. Greig Woodring      24,600 options                13%        $30 5/12     1/1/2007      $470,570        $1,192,518
                        1,258 performance shares     12%           N/A          N/A        $ 81,006        $  128,988

David B. Atkinson      13,200 options                 7%        $30 5/12     1/1/2007      $252,501        $  639,888
                          687 performance shares      7%           N/A          N/A        $ 44,202        $   70,385

Jack B. Lay            10,200 options                 5%        $30 5/12     1/1/2007      $195,115        $  494,459
                          517 performance shares      5%           N/A          N/A        $ 33,264        $   52,968

Andre St-Amour         10,800 options                 6%        $30 5/12     1/1/2007      $206,592        $  523,544
                          996 performance shares     10%           N/A          N/A        $ 64,148        $  102,145

Graham Watson          12,150 options                 7%        $30 5/12     1/1/2007      $232,416        $  588,987
                          596 performance shares      6%           N/A          N/A        $ 38,347        $   61,062


- --------------------
  The options become exercisable in 20% increments on each of January 1,
      1998, 1999, 2000, 2001, and 2002.  Vesting will be accelerated upon
      the officer's death or disability and upon a change in control of the
      Company (as such terms are defined in the Flexible Stock Plan and
      option agreements).  All stock option grants were approved in January
      1997.  The Company granted additional stock options to each of the
      named executive officers in January 1998, which options are not
      reflected in the table.  See "Compensation Committee Report on
      Executive Compensation."

  Performance share grants shown were approved in January 1998, but are
      included as 1997 grants because they comprise a part of the officers'
      1997 bonus.  See "Compensation Committee Report on Executive
      Compensation."  Each performance share represents the equivalent of
      one share of Common Stock.  Payment with respect to vested performance
      shares is made in the form of cash or shares of Common Stock, as
      determined by the Compensation Committee: (i) 24 months after
      termination of employment; (ii) immediately upon termination of
      employment if termination is as a result of death, disability, or
      retirement or within six months of a change in control (as such terms
      are defined in the Executive Performance Share Plan); (iii) when the
      participant exercises stock options, at the participant's election; or
      (iv) after the last day of any calendar year in which the value of the
      participant's vested performance shares exceeds 500% of his target
      bonus payable with respect to that year under the MIP.  Performance
      shares awarded to Messrs. Woodring, Atkinson and Lay vest in one-third
      increments on each of December 31, 1998, 1999 and 2000 and performance
      shares awarded to Messrs. St-Amour and Watson, who are Canadian
      citizens, vest in full on December 31, 2000.

  For stock options, amount represents the exercise price per share of
      Common Stock, which is the closing price of the Common Stock on the
      date of grant.

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


                                    12
 15

Aggregated Option/Performance Share Exercises and Fiscal Year-End
Option/Performance Share Values

      The table below provides certain information for each of the named
executive officers concerning exercises of stock options and performance
shares during 1997 and the value of unexercised stock options and performance
shares at December 31, 1997.


                                 AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
                                                FY-END OPTION/SAR VALUES


                                                                 Number of Securities              Value of Unexercised
                        Shares Acquired on      Value           Underlying Unexercised          in-the-Money Options/SARs
Name                       Exercise (#)      Realized($)     Options/SARs at 12/31/97            at 12/31/97
- ----                       ------------      -----------
                                                              Exercisable/Unexercisable         Exercisable/Unexercisable
                                                              -------------------------         -------------------------
                                                                                     
A. Greig Woodring      0 options                  $0       3,217 / 143,072 options                 $77,946 / $2,481,228
                       0 performance shares       $0       8,252 / 2,963 performance shares       $351,226 / $126,113

David B. Atkinson      0 options                  $0       1,762 / 92,558 options                  $42,692 / $1,532,685
                       0 performance shares       $0       4,871 / 1,877 performance shares       $207,322 / $79,890

Jack B. Lay            0 options                  $0       6,186 / 19,478 options                 $149,884 / $348,685
                       0 performance shares       $0       3,737 / 1,345 performance shares       $159,056 / $57,247

Andre St-Amour         0 options                  $0      11,105 / 20,845 options                 $269,069 / $374,556
                       0 performance shares       $0           0 / 1,319 performance shares             $0 / $56,140

Graham Watson          0 options                  $0           0 / 12,150 options                       $0 / $147,568
                       0 performance shares       $0           0 / 1,195 performance shares             $0 / $50,862


- --------------------
  The Company granted stock options and performance shares to each of the
      named executive officers in January 1998.  These awards, which are not
      currently exercisable, are not reflected in the table.  See
      "Compensation Committee Report on Executive Compensation."  Although
      "exercisable," performance shares can be paid out only in certain
      limited circumstances.  See "-Option/Performance Share Grants in Last
      Fiscal Year." Performance shares include dividend equivalent rights
      that are payable in performance shares and vest in proportion to the
      performance shares to which they relate.  The number of performance
      shares has been rounded to the nearest whole share.

  In the case of stock options, amounts represent the difference between
      the December 31, 1997 closing price of the Company's Common Stock ($42
      9/16) and the exercise price of the option, times the number of shares
      underlying the option.  In the case of performance shares, amounts
      represent the December 31, 1997 closing price times the number of
      performance shares.


Retirement Plans

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

      The following table shows the maximum annual benefits payable upon
retirement at age 65 for various remuneration and years of service
combinations under the Pension Plan and the RGA Augmented Plan as of January
1, 1998.


                                    13
 16



                                          PENSION PLAN AND RGA AUGMENTED PLAN

                                                    Years of Service
                                                    ----------------
     Remuneration         5             10             15             20             25             30            35
     ------------         -             --             --             --             --             --            --
                                                                                          
       $100,000        $ 7,488        $14,977       $ 22,465       $ 29,953       $ 37,442       $ 44,930      $ 53,799
        125,000          9,613         19,227         28,840         38,453         48,067         58,442        70,048
        150,000         11,738         23,477         35,215         46,953         58,692         72,369        86,297
        175,000         13,863         27,727         41,590         55,453         70,048         86,297       102,545
        200,000         15,988         31,977         47,965         63,953         81,654        100,224       118,794
        225,000         18,113         36,227         54,340         72,453         93,260        114,152       135,043
        250,000         20,238         40,477         60,715         81,654        104,867        128,079       151,292
        275,000         22,363         44,727         67,090         90,939        116,473        142,007       167,540
        300,000         24,488         48,977         73,465        100,224        128,079        155,934       183,789
        325,000         26,613         53,227         79,840        109,509        139,685        169,862       200,038
        350,000         28,738         57,477         86,297        118,794        151,292        183,789       216,287
        375,000         30,863         61,727         93,260        128,079        162,898        197,717       232,535
        400,000         32,988         65,977        100,224        137,364        174,504        211,644       248,784


      Messrs. Woodring, Atkinson and Lay participate in the Pension Plan and
the RGA Augmented Plan and have been credited with the following years of
service under such plans:  Mr. Woodring, 18 years; Mr. Atkinson, 10 years;
and Mr. Lay, 6 years.  Remuneration under the Pension Plan and the RGA
Augmented Plan is the highest average Benefit Salary for five consecutive
years during the preceding 10 years, where "Benefit Salary" for a given year
means an officer's base salary for such year plus the average bonus awarded
such officer under the RGA Management Incentive Plan for the preceding three
years.  The current remuneration covered by the plans for each of the
participating named executives is:  for Mr. Woodring, $324,449; for Mr.
Atkinson, $213,895; and for Mr. Lay, $161,463.  Messrs. St-Amour and Watson,
as non-U.S. citizens, are not eligible to participate in the Pension Plan or
the RGA Augmented Plan.  Mr. St-Amour and Mr. Watson participate in pension
plans sponsored by the governments of Quebec and Canada, respectively.

      The following table shows the annual benefits payable upon retirement
at age 65 for various remuneration and years of service combinations under
the RGA Supplemental Plan as of January 1, 1998.


                   RGA SUPPLEMENTAL PLAN

                                    Years of Service
                                    ----------------
Remuneration                   5                      10
- ------------                   -                      --
                                              
$100,000                    $10,000                 $20,000
 125,000                     12,500                  25,000
 150,000                     15,000                  30,000
 175,000                     17,500                  35,000
 200,000                     20,000                  40,000
 225,000                     22,500                  45,000
 250,000                     25,000                  50,000
 275,000                     27,500                  55,000


                                    14
 17

      Benefits under the RGA Supplemental Plan were frozen as of January 1,
1994.  At such time, the participating named executive officers had been
credited with the following years of service under the plan:  Mr. Woodring, 8
years; and Mr. Atkinson, 3 years.  The maximum years of service that may be
accrued under the plan is 10.  Remuneration under the RGA Supplemental Plan
was the highest average Benefit Salary for three consecutive years during the
preceding five years.  Remuneration covered by the plan is $229,492 for Mr.
Woodring and $145,407 for Mr. Atkinson.

      Combined retirement benefits under the Pension Plan and the RGA
Augmented Plan are payable at age 65 in a single life annuity using an
"excess plan" formula as generally described in Section 401(l) of the
Internal Revenue Code of 1986.  Certain plan participants are eligible to
receive benefits calculated using a minimum benefit formula that provides for
a direct offset of a portion of the applicable Social Security Primary
Insurance Amount.

      Retirement benefits under the RGA Supplemental Plan are payable at age
65 in the form of a 15 years certain and life annuity, with no direct or
indirect integration with Social Security benefits.

      Payment of the specified retirement benefits under all three plans is
contingent upon continuation of the plans in their present form until the
employee retires.


Other Employment Arrangements

      None of the Company's executive officers is subject to a written
employment agreement, except for Mr. St-Amour.  Mr. St-Amour is employed as
the President and Chief Operating Officer of RGA Canada pursuant to an
employment agreement dated April 6, 1992.  The agreement provides, among
other things, that Mr. St-Amour will receive minimum gross compensation of
$162,500 (Canadian), adjusted annually based on the Consumer Price Index.  If
RGA Canada terminates Mr. St-Amour's employment without cause, he will be
entitled to receive severance of twelve months' gross compensation.  Mr.
St-Amour is also subject to certain confidentiality and non-solicitation
provisions, which survive for two years and one year, respectively, following
termination of the agreement.

      The Company has agreed to pay Mr. Watson a production bonus equal to
2.5 cents per $1,000 of new business generated through the Company's Canadian
subsidiaries.  Pursuant to a marketing agreement, the bonus was originally
paid to Intercedent Limited, a consulting firm with which Mr. Watson was
employed.  Mr. Watson became an employee of a subsidiary of the Company on
April 1, 1996 and the Canadian production bonus has been paid directly to Mr.
Watson since that time.  See "Certain Relationships and Related
Transactions."

      Mr. Woodring serves on the General American cabinet as an advisor to
General American's top management and, as such, participates in the General
American Long-Term Incentive Plan.  Mr. Woodring is eligible to receive cash
incentive awards pursuant to this plan based on General American's
achievement of certain consolidated performance targets over three-year
periods.  The amount of incentive payments, if any, represents a percentage
of Mr. Woodring's RGA salary at the beginning of the relevant period.  The
percentage varies depending on the extent to which General American's
performance targets are met or exceeded.  Payment of one-third of any awards
will be deferred under the General American Executive Deferred Savings Plan
until Mr. Woodring's retirement at age 65.  Amounts deferred are subject to a
five-year vesting schedule and certain other conditions.  The first
three-year period ended December 31, 1997, as a result of which Mr. Woodring
received an incentive award of $24,339 (one-third of which was deferred)
during the first quarter of 1998.  All payments under the plan are made by
General American.

                                    15
 18


                               PERFORMANCE GRAPH

      Set forth below is a graph for the period beginning May 4, 1993 (the
date the Company's Common Stock began trading on the New York Stock Exchange)
and ending December 31, 1997, comparing the cumulative total return on the
Company's Common Stock, based on the market price of the Common Stock and
assuming reinvestment of dividends, with the cumulative total return of
companies in the Standard & Poor's 500 Stock Index and the Standard & Poor's
Insurance (Life/Health) Index.  The indices are included for comparative
purposes only.  They do not necessarily reflect management's opinion that
such indices are an appropriate measure of the relative performance of the
Company's Common Stock, and are not intended to forecast or be indicative of
future performance of the Common Stock.  All information regarding the
Company's Common Stock has been adjusted to give effect to the Company's
three-for-two stock split in August 1997.


                                    COMPARISON OF 56 MONTH CUMULATIVE TOTAL RETURN
                          AMONG REINSURANCE GROUP OF AMERICA, INCORPORATED, THE S & P 500 INDEX
                                       AND THE S & P INSURANCE (LIFE/HEALTH) INDEX



                                                         [GRAPH]



                                                5/4/93        12/93         12/94         12/95         12/96         12/97
                                       ---------------------------------------------------------------------------------------
                                                                                                     
Reinsurance Group of America, Incorporated       $100          $107          $ 96          $144          $187          $255
- ------------------------------------------------------------------------------------------------------------------------------
S & P 500                                        $100          $108          $110          $151          $185          $247
- ------------------------------------------------------------------------------------------------------------------------------
S & P Insurance (Life/Health)                    $100          $ 96          $ 79          $114          $139          $174


  $100 INVESTED ON 5/04/93 IN STOCK OR ON 4/30/93
      IN INDEX - INCLUDING REINVESTMENT OF DIVIDENDS.
      FISCAL YEAR ENDING DECEMBER 31.




                                    16
 19

                CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      The Company was incorporated in December 1992, at which time it was
owned 100% by General American.  In May 1993, the Company completed an
initial public offering of its Common Stock (the "IPO").  General American
retains beneficial ownership of approximately 63.8% of the Company's Common
Stock.

      RGA was organized as a Missouri corporation in 1992 to serve as a
holding company for reinsurance operations formerly conducted by General
American through its reinsurance division.  RGA Re and its predecessor, the
reinsurance division of General American, have been engaged in the business
of life reinsurance since 1973.  Initially, all reinsurance agreements were
with General American, which retroceded to RGA Re in 1993 all of its U.S.
life reinsurance pursuant to a written agreement (the "General American
Retrocession Agreement").  Since the IPO, the majority of all reinsurance
agreements between General American and the underlying ceding companies have
been transferred to RGA Re.  Additionally, RGA Re has established its own
client base and assumes reinsurance directly.

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

      General American and RGA Re entered into a marketing agreement
effective January 1, 1993 whereby General American agreed to amend and
terminate its assumed and retrocession reinsurance agreements only at RGA
Re's direction, thus giving RGA Re the contractual right to direct future
changes to existing reinsurance agreements.  Under the terms of the marketing
agreement, General American further agreed to enter into additional
reinsurance agreements as a reinsurer only at RGA Re's direction.  In
consideration of its services under the marketing agreement and in
recognition of its continuing liability under the reinsurance agreements
retroceded to RGA Re pursuant to the General American Retrocession Agreement,
General American charges RGA Re an annual amount, payable in quarterly
installments, equal to 0.25% of specified policy-related liabilities that are
associated with existing and future treaties written by General American for
the benefit of RGA Re.  The specified policy-related liabilities on which the
marketing fee is based consist of gross reserves for reinsurance assumed by
General American plus gross policy and contract claim liabilities related
thereto, less (i) reserve credits taken for reinsurance retroceded, (ii) the
reinsurance-retroceded component of policy and contract claims, and (iii)
total policy loans outstanding for reinsurance assumed by General American,
as such items are reflected on the statutory financial statements.  The
marketing agreement expires on January 1, 2000.  RGA Re may, at its sole
option, terminate the marketing agreement at any time. The Company paid
General American approximately $157,000 for its services under the marketing
agreement in 1997.

      General American entered into a tax allocation agreement with RGA Re in
October 1992, a tax allocation agreement with RGA in January 1993, and a tax
sharing agreement with RGA and RGA Re in January 1993.  The tax allocation
agreements, among other things, generally provide that the tax liability of
the General American federal consolidated tax return group, during the period
that RGA or RGA Re were members of that group, will be allocated among the
members of the group in proportion to their separately calculated tax
liability.  The agreements also provide that any savings resulting from the
tax benefits of a particular member will be paid to that member, rather than
accruing to the benefit of the other members.  The tax sharing agreement,
among other things, requires that certain payments be made between RGA or RGA
Re and General American in the event there is a change in pre-IPO tax
liabilities of RGA or RGA Re and provides that General American may settle
any number of individual proposed adjustments in an amount less than or equal
to $50,000 without the consent of the other party.  In addition, under the
tax sharing agreement, General American indemnifies RGA and RGA Re against
any tax liabilities of the

                                    17
 20
General American federal consolidated tax return group that are not attributable
to either RGA or RGA Re; and RGA and RGA Re will indemnify General American
against any tax liabilities of RGA or RGA Re.

      Under two administrative services agreements dated as of January 1,
1993, General American has agreed to provide RGA and RGA Re, at their
request, certain management and administrative services, such as legal,
treasury, employee benefit, payroll and personnel services.  RGA and RGA Re
pay General American a monthly fee based on General American's actual cost,
computed in accordance with General American's current cost accounting
system.  Each agreement is terminable by either party on 90 days' written
notice.  General American has agreed to provide similar services to RGA
Canada pursuant to a management agreement effective January 1, 1993.  The
cost of services provided by General American under these agreements in 1997
was approximately $1,837,000.

      Under separate investment advisory agreements, Conning Asset Management
Company ("Conning"), a majority-owned subsidiary of General American, manages
certain investment portfolios of RGA, RGA Re, RGA Canada, RGA Australian
Holdings PTY, Limited and RGA Reinsurance Company (Barbados) Ltd. and
services commercial mortgages on behalf of RGA Re.  Each of the investment
advisory agreements is terminable by either party on 90 days' written notice.
For its services, Conning receives an annual fee of 0.09% of the average
quarterly book value of the portfolios managed and 0.22% of mortgage loans
serviced.  This fee is payable quarterly in arrears.  The Company made
payments to Conning of approximately $1,701,000 for such investment advisory
services in 1997.  As part of its investment advisory services, Conning also
originates commercial mortgages on behalf of RGA Re.  Conning generally
receives a fee associated with the origination of such loans in the amount of
1% of the loan balance, which is paid by the borrower.  During 1997, Conning
originated approximately $78,013,000 of mortgage loans on behalf of RGA Re.
Separate from the investment advisory agreements, Conning manages a series of
private investment funds in which RGA has invested from time to time.
Conning receives a management fee and a specified percentage of the funds'
net gains, which are paid by the funds.  RGA's investments in such funds
totaled approximately $1,402,000 as of December 31, 1997.

      The Company conducts its business primarily from premises leased by RGA
Re from General American.  RGA Re made rental payments to General American
principally for office space of approximately $1,599,000 in 1997.

      The Company has direct policies and reinsurance agreements with General
American and certain of its subsidiaries.  These agreements are terminable by
either party on 90 days' written notice with respect to new business only.
The Company received gross premiums pursuant to these agreements of
approximately $32,146,000 in 1997. The stable value products reinsured by the
Company are also General American products.  Deposits from stable value
products totaled approximately $483,000,000 in 1997.  In addition, the
Company entered into annuity reinsurance transactions during 1997 with Cova
Financial Services Life Insurance Company, a subsidiary of General American.
Deposits related to this business were approximately $124,000,000 as of
December 31, 1997.

      Pursuant to a marketing agreement, the Company utilizes the services of
the consulting firm Insource Limited ("Insource") to conduct certain
marketing-related services in particular geographic regions.  Graham Watson,
an executive officer of the Company and an officer and director of certain
Canadian subsidiaries, is a principal of and has an approximate 75% equity
interest in Intercedent Limited, which, prior to April 1, 1996, owned 50% of
the common stock of Insource.  Effective April 1, 1996, Intercedent Limited
no longer owned any common stock of Insource, but is entitled to receive up
to 50% of Insource's revenues relating to business generated on behalf of
RGA, among others.  The Company paid Insource approximately $234,000 during
1997 pursuant to this agreement.  The agreement was terminated with respect
to new business effective December 31, 1996, although the Company continues
to pay Insource for certain business generated prior to such date.  In
addition, prior to April 1, 1996, the Company paid

                                    18
 21
Intercedent Limited a production bonus based on business generated through its
Canadian subsidiaries.  Since April 1, 1996, this bonus has been paid directly
to Mr. Watson.  See "Executive Compensation."

      General American, RGA, and RGA Re are parties to a stockholders'
agreement with the minority stockholders of Fairfield Management Group, Inc.
("Fairfield"), a subsidiary of RGA Re.  The stockholders' agreement provides,
among other things, that the minority stockholders (who collectively own
4,900 shares of Fairfield) have the right, at any time after December 31,
1997, to put all of their shares in Fairfield to RGA at the greater of
$504.40 per share or the then current adjusted book value per share of
Fairfield (the "Modified Book Value Price"), or to convert all of their
shares into Common Stock of RGA at a conversion ratio based on the
aforementioned price and the then-current value of RGA Common Stock, provided
that such conversion shall not reduce General American's ownership interest
in RGA below 51%.  The minority stockholders notified the Company of the
exercise of their put options effective January 1, 1998.  As a result, in
December 1997, the Company established a reserve of approximately $3,000,000
against the intangible asset that will arise related to the excess of
purchase price over the fair value of assets acquired for this put option.
In January 1998, the Company paid the minority holders $2,471,560 and
anticipates making an additional payment during the second quarter of 1998
when the Modified Book Value Price is determined.

                                    19
 22
 ITEM 2 AND ITEM 3 - AMENDMENTS OF RESTATED ARTICLES OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM FIFTY MILLION
                           TO SEVENTY-FIVE MILLION
                  AND TO AUTHORIZE TWENTY MILLION SHARES
                         OF NON-VOTING COMMON STOCK

      The second and third items to be acted upon at the Annual Meeting are
amendments (the "Amendments") to Article Three of the Restated Articles of
Incorporation of the Company.  Approval of each of these Items requires the
affirmative vote of a majority of the outstanding shares of the Company's
Common Stock.  A vote against either proposal gives rise to no rights on the
part of the stockholder casting such vote.

GENERAL

      The Board of Directors has determined that it is advisable to amend
Article Three of the Company's Restated Articles of Incorporation.  The first
Amendment (Item 2) would increase the number of authorized shares of Common
Stock from 50,000,000 to 75,000,000.  The second Amendment (Item 3) would
authorize a new class of non-voting common stock to be designated "Non-Voting
Common Stock" (the "Non-Voting Common Stock") consisting of 20,000,000 shares
having a par value of $0.01 per share and having no voting rights except on
certain limited matters required by law.  The Board, at a meeting held April
22, 1998, voted to recommend that the stockholders adopt the Amendments.  The
Non-Voting Common Stock will have dividend and distribution rights and rights
on dissolution of the Company that are identical to those of the Company's
Common Stock.

      The Board of Directors believes that the Amendments are in the best
interests of  the Company and its stockholders.  Before voting on the
proposals to approve the Amendments, however, stockholders are urged to read
carefully the following sections of this Proxy Statement, which further
describe the Amendments and their purposes.

     If the Amendments are approved by the stockholders of the Company, the
Board of Directors intends to prepare and file Articles of Amendment to the
Restated Articles of Incorporation of the Company in accordance with the
Amendments, which will become effective immediately upon acceptance of the
filing by the Secretary of State of Missouri.

     The full text of Article Three as proposed to be amended by both Item 2 and
Item 3 is set forth as Exhibit A to this Proxy Statement and is incorporated
herein by reference.  The following summary should be read in conjunction
with, and is qualified in its entirety by reference to, such Exhibit A.

REASONS FOR THE AMENDMENTS

      The Board of Directors believes that the authorization of additional
shares of Common Stock and Non-Voting Common Stock will provide flexibility
in meeting future capital needs of the Company, whether as a result of
internally generated growth of the Company and its present subsidiaries, or
as a result of external growth through mergers and acquisitions.  The
issuance of Non-Voting Common Stock for any such purpose would not dilute the
voting power of the Company's existing stockholders, including its principal
beneficial stockholder, General American.  The newly authorized shares of
Common Stock and Non-Voting Common Stock will be available for possible use
in connection with future financings, investment opportunities, mergers and
acquisitions, employee benefit or dividend reinvestment plan distributions,
other distributions such as stock dividends or stock splits, or for other
corporate purposes.

      General American, which currently beneficially owns approximately 63.8%
of the outstanding Common Stock, has an interest in the adoption of the
Amendments because the issuance of Non-Voting Common Stock instead of Common
Stock would preserve its voting control over the Company.

                                20

 23
      The Company does not currently have any definite plans or commitments
that would require the issuance of any of the additional shares of Common
Stock to be authorized by the Amendments, but desires to place itself in a
position to do so if and when future opportunities arise and market
conditions warrant.  The Company does presently intend, however, to file a
registration statement in the near future with the U.S. Securities and
Exchange Commission to facilitate an underwritten public offering of shares
of Non-Voting Common Stock to raise gross proceeds of approximately
$-------------.  If the Company files such registration statement and
completes such a public offering, the Company's intention is to use the net
proceeds from such sale of Non-Voting Common Stock for general corporate
purposes.  Any such offering of the Non-Voting Common Stock would be made
only by means of a prospectus, and would be subject to the registration
statement becoming effective, compliance with applicable state securities
laws and favorable market conditions.  This Proxy Statement does not
constitute an offer to sell, or a solicitation of an offer to buy, any shares
of Non-Voting Common Stock.

      The newly authorized shares of Common Stock, which will be identical to
the shares of Common Stock currently authorized, and the Non-Voting Common
Stock, a description of which is set forth below, may be issued for such
consideration as the Board of Directors may authorize from time to time,
subject to any required regulatory approvals, but without further action by
the stockholders unless specifically required by applicable law or New York
Stock Exchange rules.  In connection with any issue and sale of any such
shares, the number of shares to be issued and sold and the terms upon which
they may be issued and sold will necessarily be determined by conditions
existing at the time of such issue and sale.  Stockholders of the Company do
not have the preemptive right to subscribe on a pro-rata basis to any future
issuance of shares of any class.

      As of March 31, 1998, there were 25,228,480 shares of Common Stock
issued and outstanding, 960,714 shares of Common Stock were granted under
stock option plans and employee benefit plans, and ----- shares of Common
Stock were available for issuance under such plans.

DESCRIPTION OF THE NON-VOTING COMMON STOCK

      Under the Amendment submitted to stockholders as Item 3, a new class of
common stock to be designated as Non-Voting Common Stock will be created.
The rights, powers and limitations of the Common Stock and the Non-Voting
Common Stock are set forth in full in Article Three of the Company's Restated
Articles of Incorporation, as proposed to be amended.

      VOTING

      On matters brought before the stockholders of the Company, each holder
of Common Stock will continue to be entitled to one vote for each share of
Common Stock held.  The Non-Voting Common Stock will not entitle the holder
thereof to any votes except as otherwise required by law.   The Non-Voting
Common Stock is, however, convertible into voting Common Stock under certain
circumstances described below.  Subject to such possible conversion under the
circumstances described below, the Amendment will not affect the relative
voting power of the holders of the Common Stock.  Under the General and
Business Corporation Law of Missouri, as currently in effect, holders of
Non-Voting Common Stock will be entitled to vote as a class upon a proposed
amendment to the Company's Restated Articles of Incorporation if the
amendment would, among other things:  (i) increase or decrease the aggregate
number of authorized shares of the Non-Voting Common Stock; (ii) increase or
decrease the par value of the Non-Voting Common Stock; (iii) create a new
class of shares having rights and preferences prior or superior to the
Non-Voting Common Stock; (iv) increase the rights and preferences or the
number of authorized shares of any class having rights and preferences prior
or superior to the Non-Voting Common Stock; or (v) alter or change the
powers, preferences, or special rights of the Non-Voting Common Stock so as
to affect the Non-Voting Common Stock adversely.  A merger or consolidation

                                         21

 24
involving the Company, in and of itself, is not deemed to involve a
proposed amendment to the Restated Articles of Incorporation for these
purposes.

      DIVIDENDS AND OTHER DISTRIBUTIONS

      Each share of Common Stock and Non-Voting Common Stock will be equal in
respect to dividends and other distributions in cash, property, or shares of
stock of the Company (including distributions in connection with any
recapitalization and upon liquidation, dissolution or winding up of the
Company), except as described below.  The declaration of any payment of cash
dividends is solely within the discretion of the Board of Directors, and
there can be no assurance that such dividends will be declared and paid with
any regularity.  Dividends or other distributions payable in shares of the
Company shall be made to all holders of Common Stock and Non-Voting Common
Stock and shall be made only (i) in shares of Non-Voting Common Stock to the
holders of Common Stock and to the holders of Non-Voting Common Stock, (ii)
in shares of Common Stock to the holders of Common Stock and in shares of
Non-Voting Common Stock to the holders of Non-Voting Common Stock, or (iii)
in any other authorized class or series of capital stock to the holders of
both classes of common stock, regardless of the fair market value of such
shares received in payment of such dividend or other distribution.  In
addition, dividends or other distributions payable on the Common Stock and
Non-Voting Common Stock in convertible securities or securities giving the
holder a right to acquire shares of Common Stock or Non-Voting Common Stock
("Options"), other than rights issued pursuant to shareholder rights plans of
the type entitling holders of rights other than an "acquiring person" to
purchase shares or other securities at a below-market price if certain events
occur (which rights may be distributed as a dividend pursuant to such a plan
upon shares of either class of Common Stock or Non-Voting Common Stock
without a corresponding dividend distribution upon shares of the other),
shall be made to all holders of Common Stock and Non-Voting Common Stock and
may be made (1) in securities convertible into Common Stock or Options to
acquire Common Stock to the record holders of Common Stock and to record
holders of Non-Voting Common Stock, or (2) in securities convertible into
Common Stock or Options to acquire Common Stock to the record holders of
Common Stock and in securities convertible into Non-Voting Common Stock and
Options to acquire Common Stock to the record holders of the Non-Voting
Common Stock.  In no event will either Common Stock or Non-Voting Common
Stock be split, subdivided or combined unless the other is proportionately
split, subdivided or combined.

      CONVERSION OF NON-VOTING COMMON STOCK

      Except as described below, the Non-Voting Common Stock will not be
convertible into Common Stock or any other security of the Company.

      The Non-Voting Common Stock will be automatically converted into Common
Stock on a share-for-share basis if, as a result of the existence of the
Non-Voting Common Stock, the Common Stock or the Non-Voting Common Stock or
both becomes excluded from trading on all principal national securities
exchanges and also is excluded from quotation on The Nasdaq Stock Market's
National Market or any other comparable national quotation system then in
use.  In addition, if at any time the number of outstanding shares of Common
Stock as reflected on the stock transfer books of the Company falls below 10%
of the aggregate number of outstanding shares of Common Stock and Non-Voting
Common Stock, then all the outstanding shares of Non-Voting Common Stock will
be automatically converted into shares of Common Stock, on a share-for-share
basis.  For purposes of the immediately preceding sentence, any shares of
Common Stock or Non-Voting Common Stock repurchased by the Company shall no
longer be deemed "outstanding" from and after the date of repurchase.

      In the event of any such conversion of the Non-Voting Common Stock,
certificates that formerly represented outstanding shares of Non-Voting
Common Stock will thereafter be deemed to represent a

                              22
 25
like number of shares of Common Stock, and all shares of Common Stock
and Non-Voting Common Stock authorized by the Company's Restated Articles of
Incorporation, as proposed to be amended, will be deemed to be shares of
Common Stock.

      BUSINESS COMBINATIONS; DISSOLUTION

      In the event of a merger, consolidation, combination or similar
transactions of the Company with another entity (whether or not the Company
is the surviving entity) or in the event of a liquidation, dissolution or
winding up of the Company, the holders of Non-Voting Common Stock will be
entitled to receive the same per share consideration as the per share
consideration, if any, received by holders of Common Stock in that
transaction.  Any common stock, however, that holders of Non-Voting Common
Stock become entitled to receive in the transaction may have terms
substantially similar to the terms of the Non-Voting Common Stock itself.
Thus the surviving entity in any such transaction could have a dual-class
capital structure like that of the Company under the Amendments and could
upon the consummation of the merger or consolidation give voting shares to
the holders of Common Stock and non-voting shares to the holders of
Non-Voting Common Stock.

      NON-VOTING COMMON STOCK PROTECTION

      The terms of the Non-Voting Common Stock have been designed with the
intention of reducing the possibility that the holders of Non-Voting Common
Stock could be treated unfairly in the event that a person attempts to
acquire control of or to take over the Company.  The Amendment authorizing
the creation of the Non-Voting Common Stock (Item 3) accordingly includes a
two-pronged "Non-Voting Common Stock Protection" provision, which provision
may also have an anti-takeover effect.

      The first prong of the Non-Voting Common Stock Protection provision
seeks to prevent a person who has crossed a certain ownership threshold from
gaining control of the Company by acquiring Common Stock without buying
Non-Voting Common Stock.  Anyone who acquires more than 15% of the
outstanding Common Stock after May 27, 1998 (the "Effective Date") and does
not acquire a percentage of the Non-Voting Common Stock outstanding at least
equal to the percentage of Common Stock that the person acquired above the
15% threshold will not be allowed to vote the Common Stock acquired in excess
of the 15% level.  For example, if a person acquires 20% of the outstanding
Common Stock after the Effective Date but acquires no Non-Voting Common
Stock, that person would be unable to vote the 5% of the Common Stock
acquired in excess of the 15% threshold.  The inability of the person to vote
the excess Common Stock will continue under the Company's Restated Articles
of Incorporation until such time as a sufficient number of shares of
Non-Voting Common Stock have been acquired by the person that the
requirements of the Non-Voting Common Stock Protection provision have been
satisfied.

      The second prong of the Non-Voting Common Stock Protection provision is
an "Equitable Price" requirement.  It is intended to prevent a person seeking
to acquire control of the Company from paying a discounted price for the
Non-Voting Common Stock required to be purchased by the acquiring person
under the first prong of the Non-Voting Common Stock Protection provision.
The Amendment authorizing the Non-Voting Common Stock provides that an
equitable price has been paid for shares of Non-Voting Common Stock only when
they have been acquired at a price at least equal to the greater of (i) the
highest per share price paid by the acquiring person, in cash or in non-cash
consideration, for any Common Stock acquired within the 60-day periods
preceding and following the acquisition of the Non-Voting Common Stock, or
(ii) the highest closing market sale price of a share of Common Stock during
the 30-day period preceding the acquisition of the Non-Voting Common Stock.
The value of any non-cash consideration will be determined by the Board of
Directors of the Company acting in good faith.  The highest closing market
sale price of a share of Common Stock will be the highest closing sale price
on the Composite Tape for the New York Stock Exchange-Listed Stocks or such
other securities
                             23

 26
exchange or other quotation system then constituting the principal
trading market for either the Common Stock or the Non-Voting Common Stock.
In the event that no quotations are available, the highest closing market
sale price will be the fair market value of a share of Common Stock during
such 30-day period as determined by the Board of Directors of the Company
acting in good faith.  As a practical matter, a person seeking to acquire
control of the Company would have to buy the Common Stock and Non-Voting
Common Stock at virtually the same time and at the same price, as might occur
in a tender offer, in order to ensure that the acquiring person would be able
to vote the Common Stock acquired in excess of the 15% threshold.

      The Non-Voting Common Stock Protection provision does not prevent any
person or group from acquiring a significant or controlling interest in the
Company, provided such person or group complies with the Non-Voting Common
Stock Protection provisions or incurs suspension of the voting rights of
excess shares of Common Stock acquired as provided by the Non-Voting Common
Stock Protection feature.  The Non-Voting Common Stock Protection provision
could make an acquisition of a significant or controlling interest in the
Company more expensive than if such requirement did not exist.  Consequently,
a person or group might be deterred from acquiring a significant or
controlling interest in the Company as a result of such requirement.

      Under the Non-Voting Common Stock Protection provision, an acquisition
of Common Stock would be deemed to include any shares that a person acquires
directly or indirectly, in one transaction or a series of transactions, or
with respect to which that person acts or agrees to act in concert with any
other person.  Unless there are affirmative attributes of concerted action,
however, "acting or agreeing to act in concert with any other person" will
not include actions taken or agreed to be taken by persons acting in their
official capacities as directors or officers of the Company or actions by
persons merely because they are related by blood or marriage.  Also, an
acquisition of Common Stock will not be deemed to include acquisitions made
pursuant to contracts existing prior to the Effective Date, acquisitions by
bequest or inheritance, by operation of law upon the death of any individual,
or by any other transfer without valuable consideration, including a gift
that is made in good faith and not for purposes of circumventing the
Non-Voting Common Stock Protection provision or acquisitions pursuant to a
stock dividend, stock split, reclassification or other distribution of Common
Stock by the Company.  Thus, for  example, the exercise of options that were
granted under any stock option plan of the Company prior to the Effective
Date would not be considered acquisitions for purposes of the Non-Voting
Common Stock Protection provision because the exercise would be pursuant to a
preexisting contract.  The Non-Voting Common Stock Protection provision also
does not apply to transfers of Common Stock by General American or its
successors and assigns to any of their respective affiliates.

      The Non-Voting Common Stock Protection provision will not apply to any
increase in a holder's percentage ownership of Common Stock resulting solely
from a change in the total number of shares of Common Stock outstanding as
the result of a repurchase of Common Stock by the Company since the last date
on which that holder acquired Common Stock.  The Non-Voting Common Stock
Protection provision also provides that to the extent that the voting power
of any shares of Common Stock cannot be exercised pursuant to the provision,
those shares of Common Stock will not be included in the determination of the
voting power of the Company for any purposes under the Company's Restated
Articles of Incorporation, as proposed to be amended, or under the Missouri
General and Business Corporation Law.

      TRANSFERABILITY; TRADING MARKET

      Like the existing Common Stock, the Non-Voting Common Stock will be
freely transferable, and except for federal and state securities law
restrictions on directors, officers and other affiliates of the Company and
on persons holding "restricted" stock, Company stockholders will not be
restricted in their

                             24
 27
ability to sell or transfer shares of Non-Voting Common Stock.  In the
event that shares of Non-Voting Common Stock are issued in the future, it is
expected that such shares, like the shares of Common Stock,  would be listed
for trading on the New York Stock Exchange, if eligible therefor.

      POSSIBLE DILUTION

      It is possible that the Common Stock would trade at a premium compared
to the Non-Voting Common Stock.  The Board of Directors has included certain
Non-Voting Stock Protection features in the Amendments which may help to
reduce or eliminate the economic reasons for the Common Stock to trade at a
premium compared to the Non-Voting Common Stock, although no assurance can be
given in this regard.  If the Common Stock were to trade at a premium to the
Non-Voting Common Stock, subsequent issuances of Non-Voting Common Stock,
instead of Common Stock, in connection with a public or private offering, an
acquisition or other transaction could have a greater dilutive effect on
stockholders because such an acquisition or transaction would require more
shares to deliver the same aggregate value.  To minimize dilution of voting
power to existing stockholders, the Company may be more likely to issue
shares of Non-Voting Common Stock than Common Stock in the future to raise
equity, finance acquisitions or fund employee benefit plans.

      ISSUANCES AND REPURCHASES OF STOCK

      The Amendments expressly permit the Board of Directors to authorize the
Company to issue and sell all or any part of any class of stock herein or
hereafter authorized, from time to time, and at such time or times, in such
amounts and manner to such persons, firms, associations or corporations, and
for such consideration, whether in cash, property or otherwise, as the Board
of Directors from time to time, in its discretion, determines whether or not
greater consideration could be received upon the issue or sale of the same
number of shares of another class, and as otherwise permitted by law.

      The Amendments also expressly permit the Board of Directors to
authorize the Company to purchase from time to time shares of any one class
or any combination of classes without regard to differences among them in
price and other terms under which such shares may be purchased.  The Board of
Directors, therefore, could authorize the Company to purchase Common Stock
even if the consideration which would be paid by purchasing Non-Voting Common
Stock would be less.

      PREEMPTIVE RIGHTS

      Neither the Common Stock nor the Non-Voting Common Stock will carry any
preemptive rights enabling a holder to subscribe for or receive shares of any
class of the Company's stock or any other securities convertible into shares
of any class of the Company's stock.

POSSIBLE ANTI-TAKEOVER EFFECT OF AMENDMENTS

      The Amendments are being proposed by the Board of Directors for reasons
other than as an "anti-takeover" device, and, especially in light of the fact
that a majority (presently 63.8%) of the shares of the outstanding Common
Stock are beneficially owned by General American, the Amendments are not part
of a plan by the Company's Board of  Directors to propose a series of new
anti-takeover measures.  Item 3 is, however, designed to facilitate the
raising of equity capital without diluting the voting power of existing
stockholders, including General American.

      Under present circumstances, General American has the ability to
disapprove and the ability to substantially influence any acquisition of the
Company in a transaction involving a merger, consolidation or sale of assets
because of the voting power of the shares of Common Stock held by it.
Virtually all corporate acquisitions take one of these three forms except
acquisitions in the form of a tender offer to

                             25
 28
buy shares directly from the stockholders, a transaction that would not
be likely in the case of the Company because, unless General American would
tender its shares, the acquiror could not obtain voting control through the
tender offer.  The Amendments will neither change the fact that General
American has sufficient voting power to disapprove or substantially influence
the approval of a merger, consolidation or sale of assets of the Company, nor
will the Amendments immediately give General American any greater voting
control.  By allowing the Company to issue a substantial number of shares of
Non-Voting Common Stock without causing a loss of the voting rights of the
holders of Common Stock, the Amendments may, however, continue to make the
Company a less attractive target for a takeover bid than it otherwise may
have been, or continue to render more difficult or discourage a merger
proposal, an unfriendly tender offer, a proxy contest or the removal of
incumbent directors or management, even if such actions were favored by the
stockholders of the Company other than General American.

      The Company currently has in place certain provisions that may have an
anti-takeover effect.  The Company's Restated Articles of Incorporation
include provisions which provide, among other things, (i) for a classified
board of directors, (ii) for the denial of cumulative voting rights, (iii)
that directors may be removed by stockholders only for cause and only by the
affirmative vote of the holders of at least 85% of all of the then
outstanding shares of the Company's stock then entitled to vote generally in
the election of directors, and (iv) that special meetings of stockholders may
be called only by the Board of Directors, the Chairman of the Board of
Directors or the President of the Company.  The Company has also adopted a
stockholder Rights Plan that operates to discourage takeover efforts that are
not negotiated with the Board of Directors.

PREFERRED STOCK

      The authorized preferred stock of Company is available for issuance
from time to time at the discretion of the Board of Directors of Company
without stockholder approval.  The Board of Directors has the authority to
prescribe for each series of preferred stock it establishes the number of
shares in that series, the dividend rate, and the voting rights, conversion
privileges, redemption and liquidation rights, if any, and any other rights,
preferences, and limitations of the particular series.  Depending upon the
rights of such preferred stock, the issuance of preferred stock could have an
adverse effect on holders of Common Stock and Non-Voting Common Stock by
delaying or preventing a change of control of Company, making removal of the
present management of Company more difficult, or resulting in restrictions
upon the payment of dividends and other distributions to the holders of
Common Stock.  Except as otherwise contemplated by the Rights Plan described
above, Company presently has no intention to issue any shares of preferred
stock.

STOCKHOLDER INFORMATION

      The Company will deliver to the holders of Non-Voting Common Stock the
same proxy statements, annual reports, and other information and reports that
it delivers to the holders of Common Stock.

BOARD RECOMMENDATION

      The Board of Directors believes the Amendments will be in the best
interests of the stockholders and, accordingly, recommends a vote FOR the
Amendments, which are Item 2 and Item 3 on the proxy.

                             26
 29

                          VOTING MATTERS

      The affirmative vote of the holders of a majority of the shares of the
Company's Common Stock entitled to vote which are present in person or
represented by proxy at the 1998 Annual Meeting is required to elect each of
the three nominees for director (Item 1) and to act on any other matters
properly brought before the Meeting.  The affirmative vote of the holders of
a majority of the shares of the Company's Common Stock entitled to vote is
required to amend the Company's Restated Articles of Incorporation to
increase the number of authorized shares of Common Stock from 50,000,000 to
75,000,000 (Item 2) and to authorize 20,000,000 shares of Non-Voting Common
Stock (Item 3).  Shares represented by proxies that are marked "withhold
authority" with respect to the election of any one or more nominees for
election as directors, proxies that are marked "abstain" on Item 2 or Item 3,
and proxies that are marked to deny discretionary authority on other matters
will be counted for the purpose of determining the number of shares
represented by proxy at the Meeting.  Such proxies will thus have the same
effect as if the shares represented thereby were voted against such nominee
or nominees, against Item 2 or Item 3, and against such other matters,
respectively.  If a broker indicates on the proxy that it does not have
discretionary authority as to certain shares to vote on a particular matter,
those shares will not be considered as present and entitled to vote with
respect to that matter.  If no specification is made on a duly executed
proxy, the proxy will be voted FOR the election of the directors nominated by
the Board of Directors, FOR Item 2, FOR Item 3, and in the discretion of the
persons named as proxies on such other business as may properly come before
the Meeting.

      As of March 31, 1998, General American beneficially owned approximately
63.8% of the shares of Common Stock entitled to vote at the Meeting.  General
American has indicated its intention to vote its shares FOR the election of
directors nominated by the Board of Directors, FOR Item 2, and FOR Item 3.
These votes would be sufficient to elect all the nominees and to approve the
Amendments to the Company's Restated Articles of Incorporation (Items 2 and
3).

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

                       INDEPENDENT AUDITORS

      KPMG Peat Marwick LLP was the Company's independent auditing firm for
the fiscal year ended December 31, 1997, and the Company has selected this
firm again for the year ending December 31, 1998.  A representative of KPMG
Peat Marwick LLP is expected to be present at the 1998 Annual Meeting to
respond to appropriate questions and to make a statement if he or she so
desires.

          STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS

      Stockholder proposals intended to be presented at the 1999 Annual
Meeting must be received by the Company by December 16, 1998 for inclusion in
the Company's proxy statement and proxy relating to that meeting.  Upon
receipt of any such proposal, the Company will determine whether or not to
include such proposal in the proxy statement and proxy in accordance with
regulations governing the solicitation of proxies.

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

                             27
 30
nomination must describe various matters as specified in the Company's
Restated Articles of Incorporation, including such information as name,
address, occupation, and number of shares held.

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

      In each case the notice must be given to the Secretary of the Company,
whose address is 700 Market Street, St. Louis, Missouri 63101.

      Any stockholder desiring a copy of the Company's Restated Articles of
Incorporation or Bylaws will be furnished a copy without charge upon written
request to the Secretary.

                             28
 31
                             EXHIBIT A

   FORM OF PROPOSED AMENDMENTS TO ARTICLE THREE OF THE RESTATED
                     ARTICLES OF INCORPORATION

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

                           ARTICLE THREE
                           CAPITAL STOCK


A.    Class and Number of Shares.  The aggregate number, class and par value,
      --------------------------
      if any, of shares which the Corporation shall have authority to
      issue is 105,000,000 shares, consisting of 75,000,000 shares of
      Common Stock, par value $.01 per share, 20,000,000 shares of
      Non-Voting Common Stock, par value $.01 per share, and 10,000,000
      shares of Preferred Stock, par value $.01 per share ($1,050,000.00
      aggregate total), subject to adjustment pursuant to subdivision
      B.4.(c) hereof.

B.    Rights of the Common Stock and the Non-Voting Common Stock.
      ----------------------------------------------------------

      1.    General.  The powers, preferences and rights of the Common Stock
            -------
            and the Non-Voting Common Stock, and the qualifications,
            limitations or restrictions thereof, shall be in all respects
            identical, except as otherwise required by law or expressly
            provided in this Article Three.

      2.    Voting.  Each holder of the Common Stock shall be entitled to one
            ------
            vote per share of Common Stock on all matters to be voted on by
            the shareholders.  Except as otherwise required by law, no
            holder of the Non-Voting Common Stock (by virtue of ownership
            of such shares) shall be entitled to vote such shares of
            Non-Voting Common Stock on any matters to be voted on by the
            shareholders of the Corporation.

      3.    Dividends; Splits or Combinations.  Dividends may be declared and
            ---------------------------------
            paid to the holders of the Common Stock and the holders of the
            Non-Voting Common Stock in cash, property, or other securities
            of the Corporation out of any funds or other assets of the
            Corporation legally available therefor.  If and when dividends
            on the Common Stock and the Non-Voting Common Stock are
            declared payable from time to time by the Board of Directors,
            whether payable in cash, in property or in shares of stock of
            the Corporation, the holders shall be entitled to share
            equally, on a per share basis, in such dividends, except that
            (a) dividends or other distributions payable in shares of the
            Corporation shall be made to all holders of Common Stock and
            Non-Voting Common Stock and shall be made only (i) in shares of
            Non-Voting Common Stock to the record holders of Common Stock
            and to the record holders of Non-Voting Common Stock, (ii) in
            shares of Common Stock to the record holders of Common Stock
            and in shares of Non-Voting Common Stock to the record holders
            of Non-Voting Common Stock, or (iii) in any other authorized
            class or series of capital stock to the record holders of both
            classes of Common


                             A-1
 32
            Stock and Non-Voting Common Stock, regardless of the fair
            market value of such shares received in payment of such
            dividend or other distribution, and (b)(i) dividends or other
            distributions payable on the Common Stock and Non-Voting Common
            Stock in convertible securities or securities giving the holder
            a right to acquire shares of Common Stock or Non-Voting Common
            Stock ("Options"), other than rights issued pursuant to
            shareholder rights plans of the type entitling holders of
            rights other than an "acquiring person" to purchase shares or
            other securities at a below-market price if certain events
            occur (which rights may be distributed as a dividend pursuant
            to such a plan upon shares of either class of Common Stock or
            Non-Voting Common Stock without a corresponding dividend
            distribution upon shares of the other), shall be made to all
            holders of Common Stock and Non-Voting Common Stock and may be
            made (1) in securities convertible into Common Stock or Options
            to acquire Common Stock to the record holders of Common Stock
            and to record holders of Non-Voting Common Stock, or (2) in
            securities convertible into Common Stock or Options to acquire
            Common Stock to the record holders of Common Stock and in
            securities convertible into Non-Voting Common Stock and Options
            to acquire Common Stock to the record holders of the Non-Voting
            Common Stock.  If the Corporation shall in any manner split,
            subdivide or combine the outstanding shares of Common Stock or
            Non-Voting Common Stock, the outstanding shares of the other
            such class shall be proportionally split, subdivided or
            combined in the same manner and on the same basis as the
            outstanding shares of the other class have been split,
            subdivided or combined.

      4.    Conversion.
            ----------

            (a)   All outstanding shares of Non-Voting Common Stock shall be
                  automatically converted into shares of Common Stock on
                  a share-for-share basis if, as a result of the
                  existence of the Non-Voting Common Stock, either the
                  Common Stock or the Non-Voting Common Stock is (or
                  both are) excluded from or ineligible for trading on
                  the New York Stock Exchange, the American Stock
                  Exchange and all other principal national securities
                  exchanges then in use and is also excluded from
                  quotation on The Nasdaq Stock Market's National Market
                  ("NASDAQ") and any other comparable national quotation
                  system then in use.

            (b)   All outstanding shares of Non-Voting Common Stock shall be
                  automatically converted into shares of Common Stock on
                  a share-for-share basis if at any time the number of
                  outstanding shares of Common Stock as reflected on the
                  stock transfer records of the Corporation falls below
                  10% of the aggregate number of outstanding shares of
                  Common Stock and Non-Voting Common Stock reflected on
                  the stock transfer records.  For purposes of the
                  immediately preceding sentence, any shares of Common
                  Stock or Non-Voting Common Stock repurchased by the
                  Corporation shall no longer be deemed "outstanding"
                  from and after the date of repurchase.

                             A-2
 33
            (c)   In the event of any conversion of the Non-Voting Stock
                  pursuant to subdivision B.4.(a) or B.4.(b),
                  certificates which formerly represented outstanding
                  shares of Non-Voting Common Stock shall thereafter be
                  deemed to represent a like number of shares of Common
                  Stock and all authorized shares of Common Stock and
                  Non-Voting Common Stock shall consist of only Common
                  Stock.

      5.    Business Combinations; Dissolution.  In the event of merger,
            ----------------------------------
            consolidation, combination or similar transactions of the
            Corporation with another entity (whether or not the
            Corporation is the surviving entity) or in the event of
            liquidation, dissolution or winding up of the Corporation,
            holders of Non-Voting Common Stock shall be entitled to
            receive in respect of each  share of Non-Voting Common Stock
            the same kind, and at the same ratio, of shares, evidences of
            indebtedness, other securities, cash, rights, or any other
            property, or any combination of shares, evidence of
            indebtedness, securities, cash, rights, or any other property
            as holders of Common Stock shall be entitled to receive in
            respect of each share, except that in any merger,
            consolidation, combination or similar transaction any common
            stock that holders of Non-Voting Common Stock shall be
            entitled to receive in any such event may have terms
            substantially similar to those of the Non-Voting Common Stock
            set forth in this Article Three.

      6.    Non-Voting Common Stock Protections.
            -----------------------------------

            (a)   A "Person," as defined in subdivision B.6.(f) hereof, who
                  after May 27, 1998, acquires beneficial ownership
                  of any shares of Common Stock may not exercise the
                  voting power of that number of the shares of Common
                  Stock so acquired that are deemed to be excess
                  shares of Common Stock for purposes of this
                  subdivision B.6.(a).  An acquisition of shares of
                  Common Stock hereunder by any Person shall be
                  deemed to include any shares of Common Stock that a
                  Person acquires beneficial ownership of, directly
                  or indirectly, in one transaction or in a series of
                  transactions, or with respect to which the Person
                  acts or agrees to act in concert with any other
                  Person or any shares which are deemed to be
                  beneficially owned by any "group," as defined in
                  subdivision B.6.(f), of which a Person is a member.
                  The number of shares of Common Stock deemed
                  hereunder to be excess shares of Common Stock shall
                  be equal to the amount determined by application of
                  the following formula:

                  (I)   the percentage which the number of shares of Common
                        Stock acquired or deemed to be acquired by the
                        Person after May 27, 1998, bears to the
                        aggregate number of outstanding shares of Common
                        Stock;


                  (II)  minus 15%;

                             A-3
 34
                  (III) minus the percentage which the number of shares of
                        Non-Voting Common Stock acquired or deemed to be
                        acquired at an "equitable price" (as defined in
                        subdivision B.6(b)) by that Person bears to the
                        aggregate number of outstanding shares of
                        Non-Voting Common Stock;


                  (IV)  times the aggregate number of outstanding shares of
                        Common Stock.


                  For purposes of this determination, any shares of Common
                  Stock or Non-Voting Common Stock repurchased by the
                  Corporation since the last date on which a Person acquired
                  any shares of Common Stock or Non-Voting Common Stock
                  (whether in treasury or retired) shall be deemed still to
                  be outstanding.  Determinations of excess shares of Common
                  Stock shall be made as of the date that a Person, directly
                  or indirectly, alone or with others, otherwise would seek
                  to exercise or direct the exercise of voting power with
                  respect to those shares of Common Stock.

            (b)   Shares of Non-Voting Common Stock shall have been acquired
                  at an equitable price for purposes of this subdivision B.6
                  only if they were acquired at a price at least equal to
                  the higher of:


                  (I)   the highest per share price (including any brokerage
                        commissions, transfer taxes and soliciting
                        dealers' fees) paid by the acquiring Person for
                        any shares of Common Stock acquired by that Person
                        within either 60 days before or 60 days after the
                        shares of Non-Voting Common Stock were acquired;
                        or


                  (II)  the highest closing sale price during the 30-day
                        period immediately before the shares of
                        Non-Voting Common Stock were acquired of a share
                        of Common Stock on the Composite Tape for New
                        York Stock Exchange-Listed Stocks, or, if the
                        shares of Common Stock are not quoted on the
                        Composite Tape, on the New York Stock Exchange,
                        or, if the shares of Common Stock are not listed
                        on the New York Stock Exchange, on the principal
                        United States national securities exchange on
                        which the shares of Common Stock are listed, or,
                        if the shares of Common Stock are not listed on
                        any United States national securities exchange,
                        the highest closing bid quotation for a share of
                        Common Stock during the 30-day period on NASDAQ
                        or any system in use, or, if no quotations are
                        available, the fair market value during the
                        30-day period of a share of Common Stock as
                        determined in good faith by the Board of
                        Directors of the Corporation.

                        If any of the consideration given by the Person for
                        any shares of Common Stock under subclause (I)
                        of this subdivision B.6.(b) was

                             A-4
 35
                        other than cash, the value of such non-cash
                        consideration shall be as determined in good
                        faith by the Board of Directors of the
                        Corporation.

            (c)   An acquisition of a share of Common Stock shall not include
                  for the purposes of clause (a) of this subdivision B.6 an
                  acquisition:

                  (I)   of shares made pursuant to a contract existing on or
                        before May 27, 1998; or

                  (II)  of shares by bequest or inheritance, by operation of
                        law upon the death of any individual, or by any
                        other transfer without valuable consideration,
                        including a gift that is made in good faith and not
                        for the purpose of circumventing this subdivision
                        B.6; or

                  (III) of shares acquired upon issuance or sale by the
                        Corporation; or

                  (IV)  of shares acquired by operation of law (including a
                        merger or consolidation effected for the purpose
                        of recapitalizing such Person or reincorporating
                        such Person in another jurisdiction but excluding
                        a merger or consolidation effected for the
                        purpose of acquiring another Person); or

                  (V)   of shares acquired by a plan of the Corporation
                        qualified under Section 401(a) of the Internal
                        Revenue Code of 1986, as amended, or any successor
                        provision thereto, or acquired by reason of a
                        distribution from such a plan.

            (d)   Unless there are affirmative attributes of concerted
                  action, acting or agreeing to act in concert with any other
                  Person shall not include for purposes of clause (a) of this
                  subdivision B.6 actions taken or agreed to be taken by
                  Persons acting in their official capacities as directors or
                  officers of the Corporation or actions by Persons related by
                  blood or marriage.

            (e)   To the extent that the voting power of any share of Common
                  Stock cannot be exercised pursuant to this subdivision B.6,
                  that share of Common Stock shall not be included in the
                  determination of the voting power of the Corporation for
                  any purpose under these Restated Articles of Incorporation
                  or the General and Business Corporation Law of Missouri.

            (f)   The term "Person", as used in this subdivision B.6 shall
                  mean any natural person, company, government, or political
                  subdivision, agency or instrumentality of a government or
                  other entity, and the term "group" shall mean a group as
                  described in Rule 13d-5 promulgated under the Securities
                  Exchange Act of 1934, as amended (the "'34 Act"), or any
                  successor regulation, and the formation of a group
                  hereunder shall have the effect described in paragraph (b)
                  of said Rule 13d-5 or any successor regulation.

                             A-5
 36
                  For purposes of this subdivision B.6, "beneficial
                  ownership" shall be determined in accordance with Rule
                  13d-3 promulgated under the 1934 Act or any successor
                  regulation.

            (g)   Anything in this subdivision B.6 to the contrary
                  notwithstanding, in no event shall the provisions of this
                  subdivision B.6 apply to transfers of Common Stock from
                  General American Mutual Holding Company ("GAMHC") or any
                  direct or indirect subsidiary of GAMHC to GAMHC or any
                  direct or indirect subsidiary of GAMHC.

      7.    Repurchases.  The Board of Directors shall have the power to
            -----------
            authorize the Corporation to purchase or otherwise acquire
            from time to time shares of any class of stock herein or
            hereafter authorized from such persons, firms, associations or
            corporations, in such manner and on such terms and for such
            consideration as the Board of Directors shall from time to
            time, in its discretion, determine, whether or not less
            consideration could be paid upon the purchase of the same
            number of shares of another class, and as otherwise permitted
            by law.

      8.    Issuances.  The Board of Directors shall have the power to
            ---------
            authorize the Corporation to issue and sell all or any part of
            any class of stock herein or hereafter authorized, from time to
            time, and at such time or times, in such amounts and manner to
            such persons, firms, associations or corporations, and for such
            consideration, whether in cash, property or otherwise, as the
            Board of Directors shall from time to time, in its discretion,
            determine, whether or not greater consideration could be
            received upon the issue or sale of the same number of shares of
            another class, and as otherwise permitted by law.

C.    Issuance of Preferred Stock, Rights and Preferences Thereof.
      -----------------------------------------------------------
      1.    The Preferred Stock may be issued from time to time in one or
            more series, with such voting powers, full or limited, or no
            voting powers, and such designations, preferences and
            relative, participating, optional or other special rights,
            and qualifications, limitations or restrictions thereof, as
            shall be stated in the resolution or resolutions providing
            for the issuance of such stock adopted from time to time by
            the Board of Directors.  Without limiting the generality of
            the foregoing, in the resolution or resolutions providing for
            the issuance of such shares of each particular series of
            Preferred Stock, subject to the requirements of the laws of
            the State of Missouri, the Board of Directors is also
            expressly authorized:

            (a)   To fix the distinctive serial designation of the shares of
                  the series;

            (b)   To fix the consideration for which the shares of the series
                  are to be issued;

            (c)   To fix the rate or amount per annum, if any, at which the
                  holders of the shares of the series shall be entitled to
                  receive dividends, the dates on which and the conditions
                  under which dividends shall be payable, whether

                             A-6
 37
                  dividends shall be cumulative or noncumulative, and if
                  cumulative, the date or dates from which dividends shall
                  be cumulative;

            (d)   To fix the price or prices at which, the times during
                  which, and the other terms, if any, upon which the shares
                  of the series may be redeemed;

            (e)   To fix the rights, if any, which the holders of shares of
                  the series have in the event of dissolution or upon
                  distribution of the assets of the Corporation;

            (f)   From time to time to include additional shares of Preferred
                  Stock which the Corporation is authorized to issue in the
                  series;

            (g)   To determine whether or not the shares of the series shall
                  be made convertible into or exchangeable for other
                  securities of the Corporation, including shares of the
                  Common Stock of the Corporation or shares of any other
                  series of the Preferred Stock of the Corporation, now or
                  hereafter authorized, or any new class of Preferred Stock
                  of the Corporation hereafter authorized, the price or
                  prices or the rate or rates at which conversion or exchange
                  may be made, and the terms and conditions upon which the
                  conversion or exchange right shall be exercised;

            (h)   To determine if a sinking fund shall be provided for the
                  purchase or redemption of shares of the series and, if so,
                  to fix the terms and the amount or amounts of the sinking
                  fund; and

            (i)   To fix the other preferences and rights, privileges and
                  restrictions applicable to the series as may be permitted
                  by law.
                             A-7
 38

                  REINSURANCE GROUP OF AMERICA, INCORPORATED
          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

      The undersigned does hereby appoint Jack B. Lay and James E. Sherman,
or either of them, the true and lawful attorneys-in-fact, agents and proxies
of the undersigned to represent the undersigned at the Annual Meeting of the
Stockholders of REINSURANCE GROUP OF AMERICA, INCORPORATED to be held May 27,
1998, commencing at 2:00 p.m., St. Louis time, at the Ritz-Carlton Hotel,
100 Carondelet Plaza, St. Louis, Missouri, and at any and all adjournments and
postponements of said meeting, and to vote all the shares of Common Stock of
the Company standing on the books of the Company in the name of the undersigned
as specified and in their discretion on such other business as may properly
come before the meeting.

         PLEASE COMPLETE, SIGN AND DATE OTHER SIDE AND RETURN PROMPTLY.




                              ^ FOLD AND DETACH HERE ^


 39
                MANAGEMENT RECOMMENDS A VOTE FOR THE FOLLOWING:

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

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

William A. Peck, M.D., William P. Stiritz, A. Greig Woodring

2. Amendment of Restated Articles of Incorporation to increase the
   number of authorized shares of Common Stock
       FOR      AGAINST      ABSTAIN
       [ ]        [ ]          [ ]

3.  Amendment of Restated Articles of Incorporation to authorize
    Non-Voting Common Stock
       FOR      AGAINST      ABSTAIN
       [ ]        [ ]          [ ]

The undersigned hereby acknowledges receipt of the Notice of
the 1998 Annual Meeting of Stockholders and the accompanying
Proxy Statement.

This proxy will be voted as specified. If no specification is
made, this proxy will be voted FOR Items 1, 2 and 3.

Dated this          day of ____________________, 1998

____________________________________________________________

____________________________________________________________

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


              Please sign as registered and return promptly to:
         Reinsurance Group of America, Incorporated, Midtown Station,
                       PO Box 870, New York, NY 10138


                           ^ FOLD AND DETACH HERE ^



                                  [RGA logo]


                                                           April 27, 1998

Dear Stockholder:

      We invite you to attend the 1998 Annual Meeting of Stockholders of
Reinsurance Group of America, Incorporated, to be held on May 27, 1998 in
the Ritz-Carlton Hotel, 100 Carondelet Plaza, St. Louis, Missouri at 2:00 p.m.

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


 40

                              Appendix

     Page 16 of the printed Proxy Statement contains a Comparison of 56
Month Cumulative Total Return Graph.  The information contained in the
graph has been presented in a format that may be processed by EDGAR.