SEC Filing | Reinsurance Group of America, Inc

View:

As filed with the Securities and Exchange Commission on August 29, 2001
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

AMENDMENT NO. 1 ON
FORM 10-K/A

FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________

COMMISSION FILE NUMBER: 1-11848

REINSURANCE GROUP OF AMERICA, INCORPORATED
(Exact name of registrant as specified in its charter)

MISSOURI 43-1627032
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

1370 TIMBERLAKE MANOR PARKWAY
CHESTERFIELD, MISSOURI 63017
(636) 736-7439
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common Stock, par value $0.01 New York Stock Exchange

Preferred Stock Purchase Rights New York Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days

Yes [X] No. [ ]

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

THE AGGREGATE MARKET VALUE OF THE STOCK HELD BY NON-AFFILIATES OF THE
REGISTRANT, BASED UPON THE CLOSING SALE PRICE OF THE COMMON STOCK ON AUGUST 1,
2001, AS REPORTED ON THE NEW YORK STOCK EXCHANGE WAS APPROXIMATELY $787,221,549.

AS OF AUGUST 1, 2001, REGISTRANT HAD OUTSTANDING 49,413,327 SHARES OF
COMMON STOCK.

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

EXPLANATORY NOTE

THIS AMENDMENT NO. 1 ON FORM 10-K/A AMENDS THE REGISTRANT'S ANNUAL REPORT
ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2000 FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION ON MARCH 16, 2001. THIS AMENDMENT INCLUDES THE INFORMATION
PREVIOUSLY INCORPORATED BY REFERENCE IN PART III OF THE FORM 10-K WITH THE
ACTUAL TEXT FOR PART III OF THE FORM 10-K FROM THE COMPANY'S PROXY STATEMENT
DATED APRIL 6, 2001. ALL INFORMATION BELOW IS AS OF APRIL 6, 2001, UNLESS
OTHERWISE INDICATED.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Board of Directors is divided into three classes, with the terms of
office of each class ending in successive years. Messrs. Peck, Stiritz and
Woodring have been elected as directors for terms ending in 2004. The terms of
office of Ms. Brown and Messrs. Greenbaum, Liddy and Lennon continue until 2003.
The terms of office of Messrs. Eason, Trusheim and Tweedie continue until 2002.

Following is a summary of the background, business experience and ages,
as of April 6, 2001 of the directors of the Company. Each of the directors has
served in his or her principal occupation for the last five fiscal years unless
otherwise indicated.

Richard A. Liddy, 65, has served on our Board of Directors since 1993.
He is Chairman of the Board of the Company. He also serves as Chairman of
GenAmerica and General American. In September 2000, Mr. Liddy retired as
President and Chief Executive Officer of GenAmerica and General American. He
also serves as a director of Ameren Corporation, Brown Shoe Company, Energizer
Holdings, Inc., and Ralston Purina Company.

A. Greig Woodring, 49, has served on our Board of Directors since 1993.
He is 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.
He headed General American's reinsurance business from 1986 until the Company's
formation in December, 1992. He also serves as a director and officer of a
number of subsidiaries of the Company and General American.

Mary Ann Brown, 49, has served on our Board of Directors since 2001.
She is the President, New England Products & Services. She serves as head of
Individual Business Product Management for Metropolitan Life Insurance Company
("MLIC") and a number of its subsidiaries, and also serves as an officer and
director of various subsidiaries of MLIC. From 1996 until 1998, she served as
Director, Worldwide Life Reinsurance, Swiss Re New Markets, Swiss Reinsurance
Company. She was a Principal at Tillinghast/Towers Perrin from 1987 until 1996,
and served as a Consultant with that organization from 1983 until becoming a
Principal in 1987. She also serves as a director of New England Zenith Fund, a
registered investment company, and Exeter Reassurance Company, Ltd.

J. Cliff Eason, 53, has served on our Board of Directors since 1993. He
is the Retired President of Southwestern Bell Telephone, SBC Communications,
Inc. ("SBC"), a position he held from September 2000 through January 2001. He
served as President, Network Services, SBC from October 1999 through September
2000; President, SBC International of SBC, from March 1998 until October 1999;
President and CEO of Southwestern Bell Telephone Company ("SWBTC") from February
1996 until March 1998; President and CEO of Southwestern Bell Communications,
Inc. from July 1995 through February 1996; President of Network Services of
SWBTC 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 Southwestern Bell Communications, Inc. and its subsidiaries prior
to 1992, including President of Metromedia Paging from 1991 to 1992. Mr. Eason
was a director of Williams Communications Group, Inc. until his retirement in
January 2001.

Stuart I. Greenbaum, 64, has served on our Board of Directors since
1997. He is the Dean of the John M. Olin School of Business at Washington
University since July 1995. Prior to his current position, he spent 20 years at
the Kellogg Graduate School of Management at Northwestern University where he
was Director of the Banking Research Center and Norman Strunk Distinguished
Professor of Financial Institutions. 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., First Oak Brook Bancshares, Inc., St. Louis
Children's Hospital and Noble International, Ltd.

Terrence I. Lennon, 62, has served on our Board of Directors since 2000
and is Executive Vice President, Government Relations, Compliance and Public
Relations-Metropolitan Life Insurance Company ("MLIC") since January, 1998.
Prior to his current position, Mr. Lennon was Senior Vice President, Mergers and
Acquisitions for MLIC from March, 1994 until January, 1997, then Executive Vice
President, Planning and Mergers and Acquisitions until assuming his current
position. He also serves as a director of Texas Life Insurance Company and SSRM
Holdings, Inc.

William A. Peck, M.D., 67, has served on our Board of Directors since
1993. He is 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 also serves as a
director of Allied Health Care Products, Inc., Angelica Corporation, Hologic,
Inc., and TIAA-CREF Trust.

William P. Stiritz, 66, has served on our Board of Directors since
1993. He is Chairman, President and Chief Executive Officer of Agribrands
International, Inc., 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, Ralcorp Holdings, Inc. and Energizer Holdings,
Inc., and also serves as a director of Ball Corporation, GenAmerica Financial
Corporation ("GenAmerica"), General American Life Insurance Company ("General
American"), The May Department Stores Company, and Vail Resorts, Inc.

H. Edwin Trusheim, 73, has served on our Board of Directors since 1993.
In 1995, Mr. Trusheim retired as Chairman of the Board of General American,
where he was Chief Executive Officer until his retirement in 1992. He served as
President of General American from 1979 to 1988 and was elected Chief Executive
Officer in 1981 and Chairman of the Board in 1986. He also serves as a director
of Angelica Corporation, Laclede Gas Company (until January 2001), and RehabCare
Corporation.

John H. Tweedie, 55, has served on our Board of Directors since 2000.
He has been Senior Executive Vice President of MetLife, Inc. since September
1999 and Senior Executive Vice President of Finance and International -- MetLife
since March 1999. Prior to that, Mr. Tweedie was Executive Vice-President of
Life Insurance for Metropolitan Life Insurance Company from 1994 through May
1998 and became Senior Executive Vice President of Life Insurance from May 1998
until assuming his current position. Mr. Tweedie also serves as a director for
Seguros Genesis, Texas Life Insurance Company, Metropolitan Property and
Casualty Insurance Company and Fulcrum Financial Advisors.

Following is a summary of the background, business experience and ages,
as of April 6, 2001, of each executive officer of the Company who is not also a
director. Each of the executive officers has served in his or her principal
occupation for the last five fiscal years unless otherwise indicated. With the
exception of Mr. Watson, Mr. Nitsou, and Mr. St-Amour, each individual holds the
same position at RGA and RGA Reinsurance.

Wayne D. Adams, 42, is Senior Vice President of Sales and Chief
Marketing Officer for the U.S. Division. He served as head of sales and
marketing for RGA's nontraditional reinsurance business from 1994 to 1996. Prior
to the formation of RGA, he served as Director of Reinsurance Administration for
General American's reinsurance business from 1983 to 1986, and as regional Sales
Vice President for the Western United States from 1987 to 1994.

David B. Atkinson, 47, became President and Chief Executive Officer of
RGA Reinsurance Company in January 1998. Mr. Atkinson also serves as Executive
Vice President and Chief Operating Officer of RGA, since January 1997. He served
as Executive Vice President and Chief Operating Officer, U.S. Operations of the
Company from 1994 to 1996 and Executive Vice President and Chief Financial
Officer from 1993 to 1994. Prior to the formation of RGA, Mr. Atkinson served as
Reinsurance Operations Vice President of General American. Mr. Atkinson joined
General American in 1987 as Second Vice President and was promoted to Vice
President later the same year. Prior to joining General American, he served as
Vice President and Actuary of Atlas Life Insurance Company from 1981 to 1987, as
Chief Actuarial Consultant at Cybertek Computer Products from 1979 to 1981, and
in a variety of actuarial positions with Occidental Life Insurance Company of
California from 1975 to 1979. Mr. Atkinson also serves as a director and officer
of certain RGA subsidiaries.

Anne E. Bookwalter, 36, is Senior Vice President and Chief Investment
Officer. Prior to joining RGA in 2000, she was a senior investment consultant
for Scudder Kemper Investments, an investment advisor. She also has worked as a
portfolio manager at Lincoln National Corporation and American Bankers Insurance
Group. In addition to undergraduate and MBA degrees, she holds a J.D. and is a
Chartered Financial Analyst.

Jaime Correa, 41, is Senior Vice President of the Latin American
Division. He previously served as Vice President and Chief Underwriter of the
Latin American Division, and joined RGA in 1995 as Executive Director of RGA's
facultative services in Latin America. Prior to joining RGA, he worked for The
Travelers Insurance Company for 13 years in a variety of underwriting and
marketing positions.

James Dallas, 39, is Senior Vice President, Financial Markets. He
joined RGA in 1994, and has served in a variety of actuarial roles. He began his
career in 1983 at General American, and worked for ITT Lyndon Insurance Group
from 1992 to 1994.

Brendan J. Galligan, 47, is Senior Vice President, Asia Pacific
Division. Prior to joining RGA, Mr. Galligan was Senior Vice President of RGA
Canada, and its predecessor, National Re, for five years. His insurance and
reinsurance career commenced in Canada in 1977.

Joel S. Iskiwitch, 46, is Senior Vice President, Accident and Health
Division. In 1995, Mr. Iskiwitch joined Great Rivers Reinsurance, a subsidiary
of RGA, as a participant in General American's Management Rotation Program.
Prior to joining Great Rivers Reinsurance Management and RGA, Mr. Iskiwitch held
the position of Vice President of Business Markets and Advanced Underwriting for
GenMark/Individual Line at General American. After joining General American in
1988, Mr. Iskiwitch held a series of increasingly responsible positions leading
to his current position at RGA.

Todd C. Larson, 37, is Senior Vice President, Controller and Treasurer.
Mr. Larson previously was Assistant Controller at Northwestern Mutual Life
Insurance Company from 1994 through 1995 and prior to this position he was an
accountant for KPMG LLP from 1985 through 1993 (most recently as a Senior
Manager).

Jack B. Lay, 46, is Executive Vice President and Chief Financial
Officer. Prior to joining the Company in 1994, Mr. Lay served as Second Vice
President and Associate Controller at General American. In that position, he was
responsible for all external financial reporting as well as merger and
acquisition support. Before joining General American in 1991, Mr. Lay was a
partner in the financial services practice with the St. Louis office of KPMG
LLP. Mr. Lay also serves as a director and officer of certain RGA subsidiaries.

Paul Nitsou, 39, is Senior Vice President, Market Development Division
for RGA. Prior to joining RGA in 1996, Mr. Nitsou was Vice President,
Reinsurance for Manulife Financial. Mr. Nitsou joined RGA in 1996 as Vice
President, Market Development and was promoted within his first year of
employment to Senior Vice President, Market Development Division.

Andre St-Amour, 50, is Executive Vice President and Chief International
Operating Officer of RGA, and President and Chief Executive Officer of RGA
Canada. Mr. St-Amour joined RGA Canada in 1992 when the company acquired the
reinsurance business of National Re. Mr. St-Amour served as Executive Vice
President, Life Division, of National Re from 1989 to 1991. Prior to joining
National Re, Mr. St-Amour served in a variety of actuarial positions with
Canadian National Railways and Laurentian Mutual Insurance Company.

Paul A. Schuster, 47, is Executive Vice President, U. S. Division. He
served as Senior Vice President, U.S. Division from January 1997 to December
1998. Mr. Schuster was Reinsurance Actuarial Vice President in 1995 and Senior
Vice President & Chief Actuary of the Company in 1996. Prior to the formation of
RGA, Mr. Schuster served as Second Vice President and Reinsurance Actuary of
General American. Prior to joining General American in 1991, he served as Vice
President and Assistant Director of Reinsurance Operations of the ITT Lyndon
Insurance Group from 1988 to 1991 and in a variety of actuarial positions with
General Reassurance Corporation from 1976 to 1988.

James E. Sherman, 47, is Senior Vice President, General Counsel and
Secretary of the Company. Mr. Sherman joined General American in 1983, and
served as Associate General Counsel of General American since 1995. Mr. Sherman
is an officer of RCM as well as RGA Reinsurance.

Kenneth D. Sloan, 55, has been Senior Vice President, U.S. Facultative
Division since January 1997. He served as Vice President, Underwriting of the
Company from 1993 to 1997. Prior to the formation of RGA, Mr. Sloan served as
Second Vice President of Reinsurance Underwriting for General American. Mr.
Sloan joined General American in 1968 in an underwriting capacity and held a
series of increasingly responsible positions leading to his current position.

Michael Stein, 41, is Senior Vice President and Chief Actuary for the
U.S. Division. He joined RGA in 1998 and has been responsible for Pricing and
Product Development, managing assumed interest-sensitive reinsurance, and other
risk management functions within RGA. Prior to joining RGA, he was responsible
for Reinsurance Pricing at Transamerica Reinsurance.

Graham S. Watson, 51, is Executive Vice President and Chief Marketing
Officer of RGA. Upon joining RGA in 1996, Mr. Watson was President and CEO of
RGA Australia. Prior to joining RGA in 1996, Mr. Watson was the President and
CEO of Intercedent Limited in Canada and has held various positions of
increasing responsibility for other life insurance companies. Mr. Watson also
serves as a director and officer of certain RGA subsidiaries.

A. Greig Woodring, 49, is President, Chief Executive Officer, and
director. As President and CEO of the Company, Mr. Woodring is also an executive
officer of General American Life Insurance Company. Prior to the formation of
RGA, Mr. Woodring had headed General American's reinsurance business since 1986.
He also serves as a director and officer of a number of the Company's
subsidiaries. Before joining General American Life Insurance Company, Mr.
Woodring was an actuary at United Insurance Company.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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

Based solely on the Company's review of the copies of such forms it has
received, or written representations from certain reporting persons, the Company
believes that all its directors, executive officers, and greater than 10%
beneficial owners complied with all filing requirements applicable to them with
respect to transactions during 2000, except Paul Nitsou, Senior Vice President,
who did not file a Form 4 to report a sale of 691 shares on April 17, 2000. Mr.
Nitsou's transaction was reported on a Form 5 filed in February 2001.

ITEM 11. EXECUTIVE 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 2000.

SUMMARY COMPENSATION TABLE

LONG TERM COMPENSATION
AWARDS
------
ANNUAL COMPENSATION SECURITIES ALL OTHER
------------------- RESTRICTED UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($)(1) BONUS($)(2)(3) STOCK($)(4) OPTIONS(#)(5) ($)(6)
- --------------------------- ---- ------------ -------------- ----------- ------------- ------

A. Greig Woodring 2000 $493,486 $ 145,314 -- 49,596 $ 14,483
President and Chief 1999 446,923 265,594 -- 25,261 13,123
Executive Officer 1998 331,308 226,796 $ 395,000 31,994 10,334

David B. Atkinson 2000 $342,308 $ 67,835 -- 29,111 $ 16,795
Executive Vice President and 1999 292,308 154,912 $ 235,728 15,158 14,071
Chief Operating Officer 1998 245,385 106,715 -- 18,798 12,527

Jack B. Lay 2000 $228,462 $ 36,814 -- 18,976 $ 10,001
Executive Vice President and 1999 215,672 69,247 $ 235,728 10,340 9,987
Chief Financial Officer 1998 190,493 77,398 -- 14,003 9,395

Andre St-Amour 2000 $228,101 $ 37,333 -- 18,525 $ 4,506
President, RGA Life 1999 208,404 104,190 -- 9,810 5,389
Reinsurance Company of 1998 181,879 130,953 -- 13,285 4,551
Canada

Graham Watson(7) 2000 $200,826 $ 318,165 -- 17,587 $ 4,506
Executive Vice President and 1999 223,506 344,433 -- 10,616 5,389
Chief Marketing Officer 1998 194,435 405,427 -- 14,355 4,551

- ----------
(1) 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
Life Reinsurance Company of Canada.

(2) 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 bonus
totaled $96,026 for Mr. Woodring, $46,592 for Mr. Atkinson, $24,433
for Mr. Lay, $25,667 for Mr. St-Amour and $22,672 for Mr. Watson for
2000. 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 $1,275 for 2000 and $1,200
each for 1999 and 1998. The amounts shown for Mr. Watson for 2000,
1999, and 1998 also include (i) a Canadian production bonus of
$273,709, $234,639, and $318,858 respectively (see Item 11--Executive
Compensation--Other Employment Arrangements) and (ii) $11,478,
$15,769, and $8,795, 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 7).

(3) Includes, in 2000, 1999, and 1998, the value of the following number
of performance shares granted in February 2001, January 2000 and
January 1999, respectively, pursuant to the Executive Performance
Share Plan based on the closing price of the Common Stock on the date
of award: Mr. Woodring--1,273, 3,801, and 1,275 performance shares;
Mr. Atkinson --529, 1,989, and 732 performance shares; Mr. Lay--294,
917, and 546 performance shares; Mr. St-Amour--309, 1,404, and 864
performance shares; and Mr. Watson--273, 1,267, and 558 performance
shares.

(4) As of December 31, 2000, 1999, and 1998, the value of Mr. Woodring's
15,000 shares of restricted Common Stock was $532,500, $416,250, and
$700,000, respectively. Dividends are paid on restricted stock. On
January 1, 1999, Messrs. Atkinson and Lay were each granted 6,750
restricted shares of non-voting common stock. In September 1999 each
share of non-voting common stock was converted to .97 of voting common

stock. Post conversion, Messrs. Atkinson and Lay each own 6,548
restricted shares, the value of which was $232,454 as of December 31,
2000.

(5) See Item 11--Executive Compensation--Option/Performance Share Grants
in Last Fiscal Year. Options were granted in 1999 for shares of
non-voting common stock, now discontinued and converted to voting
common stock. Option totals for 1999 have been adjusted for the .97
stock conversion effective in September 1999.

(6) For Messrs. Woodring, Atkinson and Lay, amounts represent
contributions made by RGA Re in 2000, 1999, and 1998 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.

(7) Mr. Watson is a majority owner and non-executive Chairman of
Intercedent Limited, which until July 1, 2000 received a portion of
payments made by the Company to Insource Limited for certain marketing
services. See Item 13--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 granted to the named executive officers
pursuant to the Flexible Stock Plan and the Executive Performance Share Plan
during 2000.

OPTION/PERFORMANCE SHARE GRANTS IN LAST FISCAL YEAR

INDIVIDUAL GRANTS POTENTIAL REALIZABLE VALUE
----------------- AT ASSUMED ANNUAL RATES
NUMBER OF SECURITIES % OF TOTAL OF STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR FOR OPTION TERM(4)
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION ------------------
NAME GRANTED(#)(1)(2) FISCAL YEAR ($/SH)(3) DATE 5%($) 10%($)
- ---- ---------------- ----------- --------- ---- ----- ------

A. Greig Woodring 49,596 options 10.9% $23.19 1/1/2010 $723,233 $1,832,815
1,273 performance shares 17.1% $37.73 N/A $30,206 $76,548
David B. Atkinson 29,111 options 6.4% $23.19 1/1/2010 $424,511 $1,075,794
529 performance shares 7.1% $37.73 N/A $12,552 $31,810
Jack B. Lay 18,976 options 4.2% $23.19 1/1/2010 $276,717 $701,256
294 performance shares 4.0% $37.73 N/A $6,976 $17,679
Andre St-Amour 18,525 options 4.1% $23.19 1/1/2010 $270,141 $684,590
309 performance shares 4.1% $37.73 N/A $7,332 $18,581
Graham Watson 17,587 options 3.9% $23.19 1/1/2010 $256,462 $649,926
273 performance shares 3.7% $37.73 N/A $6,748 $16,416

- ----------
(1) The options become exercisable in 20% increments on each of January 1,
2001, 2002, 2003, 2004 and 2005. 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
2000.

(2) Performance share grants shown were approved in February 2001, but are
included as 2000 grants because they comprise a part of the officers'
2000 bonus. 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 Management Incentive
Plan. Performance shares awarded to Messrs. Woodring, Atkinson and Lay
vest in one-third increments on each of

December 31, 2001, 2002, and 2003 and performance shares awarded to
Messrs. St-Amour and Watson, who are Canadian citizens, vest in full
on December 15, 2002.

(3) 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 in January 2000. For performance shares, amount
represents the closing price of the Common Stock on the date of grant
in February 2001.

(4) 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.

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 options during 2000 and the value of
unexercised options at December 31, 2000.

AGGREGATED OPTION/PERFORMANCE SHARE EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/PERFORMANCE SHARE VALUES

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES ACQUIRED ON VALUE OPTIONS AT DECEMBER 31, 2000(1) AT DECEMBER 31, 2000(2)
NAME EXERCISE(#) REALIZED($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---- ----------- ----------- ------------------------- -------------------------

A. Greig Woodring 0 options $0 159,781/166,504 options $2,554,771/$2,471,815
0 performance shares $0 21,238/2,989 performance shares $753,949/$106,110
David B. Atkinson 0 options $0 109,741/94,806 options $1,731,749/$1,382,424
0 performance shares $0 12,430/1,571 performance shares $441,265/$55,771
Jack B. Lay 0 options $0 32,509/49,307 options $555,616/$579,268
0 performance shares $0 9,165/795 performance shares $325,358/$28,223
Andre St-Amour 0 options $0 31,164/51,133 options $526,474/$639,757
1,526 performance shares $53,696 0/2,734 performance shares $0/$97,057
Graham Watson 0 options $0 18,800/41,983 options $219,089/$406,464
913 performance shares $32,126 0/1,845 performance shares $0/$65,498

- ----------
(1) The Company granted stock options to senior management, including each
of the named executive officers, in January 2001. The 2001 options,
which are not currently exercisable, are not reflected in the table.
Although exercisable, performance shares can be paid out only in
certain limited circumstances. See Item 11--Executive
Compensation--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.

(2) In the case of stock options, represents the difference between the
December 31, 2000 closing price of the Company's Common Stock ($35.50)
and the exercise price of the option multiplied by the number of
shares underlying the option. In the case of performance shares, value
represents the December 31, 2000 closing price multiplied by the
number of performance shares.

RETIREMENT PLANS

Certain of the Company's employees participate in the GenAmerica
Financial Corporation Pension Plan and Trust (the "Pension Plan"), a qualified
multiple employer plan defined benefit plan. 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 following table shows the annual benefits payable upon retirement
at age 65 for various remuneration and years of service combinations under the
Pension Plan and the RGA Augmented Plan as of January 1, 2001.

PENSION PLAN AND RGA AUGMENTED PLAN

YEARS OF SERVICE
----------------
REMUNERATION 15 20 25 30 35
- ------------ -- -- -- -- --

125,000 28,247 37,662 47,078 56,795 68,401
150,000 34,622 46,162 57,703 70,722 84,650
175,000 40,997 54,662 68,401 84,650 100,898
200,000 47,372 63,162 80,007 98,577 117,147
225,000 53,747 71,662 91,613 112,505 133,396
250,000 60,122 80,162 103,220 126,432 149,645
300,000 72,872 98,577 126,432 154,287 182,142
400,000 98,577 135,717 172,857 209,997 247,137
450,000 111,122 148,162 185,203 222,244 259,284
500,000 123,872 165,162 206,453 247,744 289,034

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, 21 years; Mr. Atkinson, 13 years; and
Mr. Lay, 9 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, $539,500; for Mr. Atkinson, $339,749; and for Mr. Lay,
$245,591. 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.

Until January 1, 1994, the Company also maintained 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. 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. Remuneration under
the RGA Supplemental Plan was the highest average Benefit Salary for three
consecutive years during the preceding five years. The remuneration covered by
the plan 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(1) 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 year certain and life annuity, with no direct or indirect
integration with Social Security benefits.

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

OTHER EMPLOYMENT ARRANGEMENTS

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 that employed Mr. Watson. 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 Items 13--Certain Relationships and Related Transactions.

Mr. Woodring serves as an advisor to General American's top management
and therefore 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 meets or exceeds certain performance targets. 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. Mr.
Woodring received $49,875 (one-third of which was deferred) for the three year
period ending December 31, 2000. All payments under the plan are made by General
American.

DIRECTOR COMPENSATION

Officers of the Company, MetLife, Inc. ("MetLife"), GenAmerica
Financial Corporation ("GenAmerica"), or any subsidiaries of such companies, do
not receive any additional compensation for serving the Company as members of
the Board of Directors or any of its committees. During 2000, directors (other
than the Chairman) who are not employees of the Company, MetLife, GenAmerica, or
any subsidiaries of such companies ("Non-Employee Directors") are paid an annual
retainer fee 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). On September 15, 2000, the Chairman of the Board,
Mr. Liddy, retired from his positions as an officer of GenAmerica, General
American, and MetLife, and became eligible to receive compensation as a
Non-Employee Director. The Board approved compensation to Mr. Liddy that is
generally one-third higher than the amount paid to a Non-Employee Director. From
September 15 through the end of 2000, Mr. Liddy was paid, on a pro-rata basis,
an annual retainer fee of $26,670, $1,335 for each Board meeting attended in
person, and $665 for each telephonic Board meeting in which he participated. The
Company also reimburses directors for out-of-pocket expenses incurred in
connection with attending Board and committee meetings.

Of the $20,000 annual retainer paid to Non-Employee Directors (other
than the Chairman), $8,000 is paid in shares of the Company's Common Stock at
the Annual Meeting. The Chairman's annual retainer consists of $10,670 paid in
shares of the Company's Common Stock at the Annual Meeting, with the balance
paid in cash. Also on the date of each Annual Meeting, each Non-Employee
Director (other than the Chairman) is granted an option to purchase 2,250 shares
of Common Stock with an exercise price equal to the closing price of the Common
Stock on such date. The Chairman is granted an option to purchase 3,000 shares
of Common Stock on the same terms. On May 24, 2000, each of Messrs. Eason,
Greenbaum, Peck, Stiritz, and Trusheim were awarded an option to purchase 2,250
shares of Common Stock at an exercise price of $31.06 per share, the closing
price of the Company's Common Stock on the date of grant. The options become
fully vested on the first anniversary of the grant.

Non-Employee Directors have the option to receive performance shares in
lieu of their annual retainer (including the stock portion) and meeting fees. A
performance share is a hypothetical share of Common Stock of the Company based
upon the fair market value of the Common Stock at the time of the grant.
Performance shares are not transferable and are subject to forfeiture unless
held until the director ceases to be a director by reason of retirement, death,
or disability. Upon such an event, the Company will issue cash or shares of
Common Stock in an amount equal to the value of the performance shares.

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

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

From January 1, 2000 to May 24, 2000, the Compensation Committee was
comprised of Messrs. Edison (Chairman), Eason, Greenbaum, Peck, and Stiritz. Mr.
Edison's term as a director ended May 24, 2000. On May 25, 2000 the Compensation
Committee became comprised of its current members, Messrs. Eason (Chairman),
Greenbaum, Peck, Stiritz and Tweedie. None of the members of the Compensation
Committee has been an officer or employee of the Company or any of its
subsidiaries. None of the Company's inside directors or officers serves on the
compensation committee of another company of which a member of the Compensation
Committee is an officer.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 1, 2001, certain stock
ownership information with respect to: 1) each person known to the Company to be
the beneficial owner of 5% or more of the Company's outstanding Common Stock,
and 2) certain information with respect to the ownership of Common Stock by (i)
each director and nominee for director of the Company, (ii) each executive
officer of the Company named in the Summary Compensation Table, and (iii) all
directors, nominees, and executive officers as a group.

AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- ---------------- -------------------- --------

PRINCIPAL SHAREHOLDER:

MetLife, Inc. 28,915,939 (1) 58.6%
One Madison Avenue
New York, New York 10010

Franklin Resources, Inc. 2,930,252 (2) 5.9%
777 Mariners Island Boulevard
San Mateo, California 94404

Wellington Management Company, LLP 2,783,035 (3) 5.6%
75 State Street
Boston, Massachusetts 02109

DIRECTORS, NOMINEES AND NAMED EXECUTIVE OFFICERS:

A. Greig Woodring, Director, President, and Chief
Executive Officer(1) 256,780 (4) *
Mary Ann Brown, Director 0 *
J. Cliff Eason, Director 8,933 (5) *
Stuart Greenbaum, Director 8,933 (5) *
Terence I. Lennon, Director 500 *
Richard A. Liddy, Chairman(1) 102,581 (6) *
William A. Peck, Director 6,683 (5) *
William P. Stiritz, Director(1) 74,358 (7) *
H. Edwin Trusheim, Director 18,423 (5) *
John H. Tweedie, Director(1) 0 *
David B. Atkinson, Executive Vice President and Chief
Operating Officer 179,026 (8) *
Jack B. Lay, Executive Vice President and Chief Financial Officer 55,481 (9) *
Andre St-Amour, Executive Vice President and Chief
International Operating Officer 41,943 (10) *
Graham Watson, Executive Vice President and Chief Marketing Officer 38,923 (11) *
All directors and executive officers as a group (26 persons) 995,535 (12) 2.0%

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

(1) On November 23, 1999, Metropolitan Life Insurance Company ("MLIC")
purchased 4,784,689 shares of RGA Common Stock through a private
placement. On January 6, 2000, MLIC indirectly acquired shared voting
and investment power of an additional 24,131,250 shares through its
acquisition of GenAmerica Financial Corporation ("GenAmerica"). Shares
beneficially owned by GenAmerica were 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, which is now a wholly owned subsidiary of
MLIC. On April 7, 2000, MLIC completed a demutualization and an initial
public offering of

shares of MetLife, Inc. ("MetLife"), which became the parent of MLIC.
As a result, MetLife acquired shared voting and investment power of all
shares of RGA held by MLIC and GenAmerica and became the beneficial
owner of such shares. Messrs. Liddy and Stiritz are directors of
GenAmerica and General American. Mr. Woodring is an executive officer
of GenAmerica and General American. Mr. Tweedie is an executive officer
of MetLife. These individuals disclaim beneficial ownership of the
shares beneficially owned by MetLife and its subsidiaries.

(2) Franklin Resources, Inc. is the parent of several direct and indirect
investment advisory subsidiaries (the "Adviser Subsidiaries") that
advise investment companies and managed accounts. Shares are owned of
record by clients of the Adviser Subsidiaries.

(3) Wellington Management Company, LLP ("WMC") is an investment adviser.
Shares are owned of record by clients of WMC, none of which is known to
have beneficial ownership of more than five percent of the Company's
outstanding shares. WMC has shared voting power of 2,431,923 shares and
shared dispositive power of 2,743,035 shares.

(4) Includes 212,663 shares of Common Stock subject to stock options that
are exercisable within 60 days. Also includes 15,000 shares of
restricted Common Stock that are subject to forfeiture in accordance
with the terms of the specific grant, as to which Mr. Woodring has no
investment power.

(5) Includes 6,683 shares of Common Stock subject to stock options that are
exercisable within 60 days.

(6) Includes 76,498 shares of Common Stock subject to stock options that
are exercisable within 60 days. Also includes 26,083 shares of Common
Stock held in a joint account with Mr. Liddy's spouse, an account over
which he has shared voting and investment power.

(7) Includes 6,683 shares of Common Stock subject to stock options that are
exercisable within 60 days. Also includes 21,675 shares owned by his
wife and children over which Mr. Stiritz has no investment or voting
power and of which he disclaims beneficial ownership.

(8) Includes 139,533 shares of Common Stock subject to stock options that
are exercisable within 60 days and 2,250 shares held by Mr. Atkinson's
children. Also includes 6,548 restricted shares of Common Stock that
are subject to forfeiture in accordance with the terms of the specific
grant, as to which Mr. Atkinson has no investment power.

(9) Includes 47,133 shares of Common Stock subject to stock options that
are exercisable within 60 days and 1,800 shares jointly owned with Mr.
Lay's spouse. Also includes 6,548 restricted shares of Common Stock
that are subject to forfeiture in accordance with the terms of the
specific grant, as to which Mr. Lay has no investment power.

(10) Includes 36,693 shares of Common Stock subject to stock options that
are exercisable within 60 days.

(11) Includes 30,956 shares of Common Stock subject to stock options that
are exercisable within 60 days and 6,187 shares owned by Intercedent
Limited, a Canadian corporation of which Mr. Watson has a majority
ownership interest.

(12) Includes a total of 766,801 shares of Common Stock subject to stock
options that are exercisable within 60 days; 28,096 shares of
restricted Common Stock that are subject to forfeiture in accordance
with the terms of the specific grant, as to which the individual has no
investment power; and shares for which ownership has been disclaimed as
described above.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

General American and its parent, GenAmerica, are the beneficial owners
of approximately 48% of the Company's outstanding stock. Following a private
placement in November 1999, the acquisition of GenAmerica by Metropolitan Life
Insurance Company ("MLIC") on January 6, 2000, and MLIC's demutualization on
April 7, 2000, MetLife, Inc. ("MetLife") is the beneficial owner of
approximately 58% of the Company's outstanding shares.

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 mostly to RGA Re directly, or through General
American to RGA Re pursuant to a retrocession agreement.

Under two administrative services agreements effective 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 2000 was approximately $2.6 million.

Conning Asset Management Company ("Conning"), a wholly owned subsidiary
of Conning Corporation which, in turn, is an indirect wholly owned subsidiary of
MLIC, managed certain investment portfolios of RGA, RGA Re, RGA Canada, RGA
Australian Holdings, Pty, Limited and RGA Reinsurance Company (Barbados) Ltd.
through August 31, 2000. The Company incurred costs of approximately $1.7
million for investment advisory services from Conning in 2000. Conning continues
to service and originate commercial mortgages on behalf of RGA Re under separate
investment advisory agreements. Separate from the investment advisory
agreements, Conning also 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 $8.8 million as of December 31,
2000.

The Company has reinsurance agreements with MetLife and certain of its
subsidiaries, and direct policies and reinsurance agreements with General
American and certain of its subsidiaries. The Company reflected earned gross
premiums pursuant to these agreements of approximately $110.4 million from
MetLife, and $33.6 million from General American, in 2000. The earned premiums
reflect the net of business assumed from and ceded to MetLife, General American
and their respective subsidiaries.

Pursuant to a marketing agreement, the Company utilized the services of
Insource Limited and its predecessor ("Insource") to conduct certain
marketing-related services in particular geographic regions until December 1,
1996. The agreement was terminated with respect to new business effective
December 31, 1996, although the Company continues to pay for certain business
generated prior to such date. Graham Watson, an executive officer of the Company
and an officer and director of certain of the Company's subsidiaries, is
non-executive Chairman of and has an approximate 75% equity interest in
Intercedent Limited. Prior to July 1, 2000, Intercedent Limited owned
approximately 50% of the non-voting special shares of Insource, and consequently
was entitled to receive up to 50% of Insource's revenues relating to business
generated on behalf of the Company. The Company paid Insource approximately
$175,000 through July 1, 2000 pursuant to this agreement. Effective July 1,
2000, Intercedent Limited disposed of all of its ownership in Insource and,
accordingly, effective on such date Mr. Watson has no further interest in any of
the payments made by the Company to Insource. In addition, prior to April 1,
1996, the Company paid Intercedent Limited a production bonus based on premiums
generated through its Canadian subsidiaries. Since April 1, 1996, this bonus is
paid directly to Mr. Watson. See Item 11--Executive Compensation--Summary
Compensation Table.

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

REINSURANCE GROUP OF AMERICA, INCORPORATED

By: /s/ A. Greig Woodring
-------------------------------------
A. Greig Woodring
President and Chief Executive Officer

Dated: August 28, 2001