<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under the
Securities Act of 1933
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.)
660 Mason Ridge Drive, St. Louis, Missouri 63141
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Flexible Stock Plan for Directors
- -------------------------------------------------------------------------------
(Full Title of the Plan)
James E. Sherman, 700 Market Street, St. Louis, Missouri 63101
- -------------------------------------------------------------------------------
(Name and Address of Agent For Service)
(314) 444-0634
- -------------------------------------------------------------------------------
(Telephone Number, Including Area Code, of Agent For Service)
<TABLE>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share<F1> Price<F1> Fee<F1>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock<F4> 50,000<F2> $53.6875 $2,684,375 $814
Preferred Stock 50,000<F2> <F3> <F3> <F3>
Purchase Rights
====================================================================================================================================
<FN>
<F1> Calculated pursuant to Rule 457(h) and 457(c) under the Securities Act
of 1933 as amended solely for the purpose of determining the
registration fee.
<F2> This Registration Statement also covers such additional shares of
Common Stock as may be issuable pursuant to antidilution provisions.
<F3> Each share of Common Stock issued also represents one Preferred Stock
Purchase Right. Preferred Stock Purchase Rights cannot trade
separately from the underlying Common Stock and, therefore, do not
carry a separate price or necessitate an additional registration fee.
<F4> Pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the above-referenced Plan.
</TABLE>
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this
Registration Statement:
(a) Annual Report on Form 10-K for the year ended December 31,
1996 filed by the registrant with the Securities and
Exchange Commission (the "Commission") under the Securities
Exchange Act of 1934, as amended (the "1934 Act").
(b) Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1997 filed under the 1934 Act.
(c) The description of the registrant's Common Stock contained
in the registrant's Registration Statement on Form 8-A dated
April 6, 1993, as amended by Amendment No. 1, filed under
the 1934 Act.
(d) The description of the registrant's Preferred Stock Purchase
Rights contained in the registrant's Registration Statement
on Form 8-A dated April 6, 1993, as amended by Amendment No.
1, filed under the 1934 Act.
All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
The securities to be offered are registered under Section 12(b) of
the 1934 Act.
Item 5. Interests of Named Experts and Counsel.
The legality of the securities registered hereunder is being
passed upon by Matthew P. McCauley. Mr. McCauley is General Counsel and
Secretary of the registrant and owns 400 shares of the registrant's Common
Stock.
Item 6. Indemnification of Directors and Officers.
Section 351.355(1) of the Revised Statutes of Missouri provides
that a corporation may indemnify a director, officer, employee or agent of the
corporation in any action, suit or proceeding other than an action by or in
the right of the corporation, against expenses (including attorney's fees),
judgments, fines and settlement amounts actually and reasonably incurred by
him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action,
had no reasonable cause to believe his conduct was unlawful.
II-1
<PAGE> 3
Section 351.355(2) provides that the corporation may indemnify any such person
in any action or suit by or in the right of the corporation against expenses
(including attorney's fees) and settlement amounts actually and reasonably
incurred by him in connection with the defense or settlement of the action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, except that he may
not be indemnified in respect of any matter in which he has been adjudged
liable for negligence or misconduct in the performance of his duty to the
corporation, unless authorized by the court. Section 351.355(3) provides that
a corporation may indemnify any such person against expenses (including
attorney's fees) actually and reasonably incurred by him in connection with
the action, suit or proceeding if he has been successful in defense of such
action, suit or proceeding and if such action, suit or proceeding is one for
which the corporation may indemnify him under Section 351.355(1) or (2).
Section 351.355(7) provides that a corporation shall have the power to give
any further indemnity to any such person, in addition to the indemnity
otherwise authorized under Section 351.355, provided such further indemnity is
either (i) authorized, directed or provided for in the articles of
incorporation of the corporation or any duly adopted amendment thereof or (ii)
is authorized, directed or provided for in any by-law or agreement of the
corporation which has been adopted by a vote of the shareholders of the
corporation, provided that no such indemnity shall indemnify any person from
or on account of such person's conduct which was finally adjudged to have been
knowingly fraudulent, deliberately dishonest or willful misconduct.
The Restated Articles of Incorporation of the registrant contain
provisions indemnifying its directors, officers, employees and agents to the
extent authorized specifically by Sections 351.355(1), (2), (3) and (7). The
registrant has entered into indemnification contracts with its officers and
directors. The contracts provide that the registrant under certain
circumstances may self-insure against directors' and officers' liabilities now
insured under the policy of insurance referred to below and will provide
indemnity to the fullest extent permitted by law against all expenses
(including attorney's fees), judgments, fines and settlement amounts, paid or
incurred in any action or proceeding, including any act on behalf of the
registrant, on account of their service as a director or officer of the
registrant, any subsidiary of the registrant or any other company or
enterprise when they are serving in such capacities at the request of the
registrant, excepting only cases where the conduct of such person is adjudged
to be knowingly fraudulent, deliberately dishonest or willful misconduct.
Directors or officers of the registrant who are directors or
officers of General American Life Insurance Company ("General American") may
also be entitled to indemnification under the provisions of an agreement with
General American providing indemnification to them since they serve, at
General American's request, as directors or officers of the registrant. Such
individuals may also be covered by General American's directors' and officers'
liability insurance policy.
General American maintains a policy of insurance under which the
directors and officers of the registrant are insured, subject to the limits of
the policy, against certain losses, as defined in the policy, arising from
claims made against such directors and officers by reason of any wrongful
acts, as defined in the policy, in their respective capacities as directors or
officers.
II-2
<PAGE> 4
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index.
Item 9. Undertakings.
(a) The undersigned hereby undertakes:
(1) To file, during any period in which offers or sales are
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
II-3
<PAGE> 5
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-4
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the County of St. Louis, State of Missouri, on
May 14, 1997.
REINSURANCE GROUP OF AMERICA, INCORPORATED
By: /s/ A. Greig Woodring
-----------------------------------------
A. Greig Woodring
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated and the undersigned have duly
caused this registration statement to be signed in the name and on behalf
of the Flexible Stock Plan for Directors by the undersigned, thereunto
duly authorized, in the County of St. Louis, State of Missouri, on
May 12, 1997:
<TABLE>
<CAPTION>
Name Title Date
<C> <S> <C>
/s/ Richard A. Liddy Chairman of the Board and Director May 12, 1997
- ------------------------------
Richard A. Liddy
/s/ A. Greig Woodring President, Chief Executive Officer and Director May 12, 1997
- ------------------------------ (Principal Executive Officer)
A. Greig Woodring
/s/ J. Cliff Eason Director May 12, 1997
- ------------------------------
J. Cliff Eason
/s/ Bernard A. Edison Director May 12, 1997
- ------------------------------
Bernard A. Edison
/s/ Dennis F. Hardcastle Director May 12, 1997
- ------------------------------
Dennis F. Hardcastle
/s/ William A. Peck, M.D. Director May 12, 1997
- ------------------------------
William A. Peck, M.D.
/s/ Leonard M. Rubenstein Director May 12, 1997
- ------------------------------
Leonard M. Rubenstein
/s/ William P. Stiritz Director May 12, 1997
- ------------------------------
William P. Stiritz
/s/ Edwin Trusheim Director May 12, 1997
- ------------------------------
Edwin Trusheim
/s/ Jack B. Lay Executive Vice President and Chief Financial Officer May 12, 1997
- ------------------------------ (Principal Financial and Accounting Officer)
Jack B. Lay
</TABLE>
II-5
<PAGE> 7
<TABLE>
INDEX TO EXHIBITS
<CAPTION>
Exhibit No. Description
- ----------- -----------
<C> <S>
3.1 Restated Articles of Incorporation of Reinsurance Group of
America, Incorporated incorporated by reference to Exhibit 3.1
to Registration Statement on Form S-1 (No. 33-58960) filed
March 2, 1993
3.2 Bylaws of RGA incorporated by reference to Exhibit 3.2 to
Registration Statement on Form S-1 (No. 33-58960) filed
March 2, 1993
3.3 Form of Certificate of Designations for Series A Junior
Participating Preferred Stock (included as Exhibit A to
Exhibit 4.2)
4.1 Specimen Certificate for Common Stock (incorporated by reference
to Exhibit 4.1 to Amendment No. 1 to Registration Statement on
Form S-1 (File No. 33-58960) filed April 14, 1993
4.2 Rights Agreement dated as of May 4, 1993 between Reinsurance Group
of America, Incorporated and Boatmen's Trust Company, as Rights
Agent incorporated by reference to Exhibit 4.2 to Amendment No. 1
to Registration Statement on Form S-1 (File No. 33-58960) filed
April 14, 1993
5.1 Opinion of Legal Counsel
10.25<F*> Reinsurance Group of America, Incorporated Flexible Stock Plan for
Directors
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Legal Counsel (included in Exhibit 5.1)
<FN>
- --------------------
<F*> Represents a management contract or compensatory plan or arrangement.
</TABLE>
II-6
<PAGE> 1
Exhibit 5.1
--------------------
Reinsurance
--------------------
RGA Group of America,
--------------------
Incorporated
--------------------
Matthew P. McCauley
General Counsel & Secretary
Tel: 314-444-0647
Fax: 314-444-0510
- -------------------------------------------------------------------------------
700 Market Street
St. Louis, Missouri
63101
P.O. Box 14701
St. Louis, Missouri
63178
May 14, 1997
Board of Directors
Reinsurance Group of America, Incorporated
660 Mason Ridge Center Drive
St. Louis, MO 63141
To the Board of Directors of Reinsurance Group of America, Incorporated:
I am General Counsel and Secretary of Reinsurance Group of America,
Incorporated, a Missouri corporation (the "Company"). This opinion is being
rendered in connection with the filing of a Registration Statement on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended
(the "Act"), covering the offering of up to 50,000 shares of the Company's
Common Stock, par value $.01 per share (the "Shares"), and the same number of
associated Preferred Stock Purchase Rights (the "Rights") pursuant to the
Company's Flexible Stock Plan.
My opinion is limited to the laws of the State of Missouri and the
United States and relies as to matters of fact, to the extent I deem proper,
on certificates and statements of responsible officers of the Company and
public officials.
Based on the foregoing and in reliance thereon, I am of the opinion that
the Shares, if sold in accordance with the terms set forth in the Registration
Statement, will be legally issued, fully paid and non-assessable, and the
Rights, if issued in accordance with the terms set forth in the Registration
Statement, will be legally issued, fully paid and non-assessable (subject to
the terms and conditions of the Rights as applicable to their exercise).
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Matthew P. McCauley
Matthew P. McCauley
<PAGE> 1
Exhibit 10.25
REINSURANCE GROUP OF AMERICA, INCORPORATED
FLEXIBLE STOCK PLAN FOR DIRECTORS
Effective January 1, 1997
<PAGE> 2
<TABLE>
REINSURANCE GROUP OF AMERICA, INCORPORATED
FLEXIBLE STOCK PLAN FOR DIRECTORS
TABLE OF CONTENTS
<CAPTION>
Page
----
<S> <C>
ARTICLE I - NAME AND PURPOSE
1.1 Name of Plan 1
1.2 Purpose 1
ARTICLE II - DEFINITIONS OF TERMS AND RULES OF CONSTRUCTION
2.1 General Definitions 1
(a) Affiliate 1
(b) Agreement 1
(c) Benefit 1
(d) Board 1
(e) Change of Control 1
(f) Company 1
(g) Common Stock 1
(h) Date of Grant 2
(i) Disability 2
(j) Exchange Act 2
(k) Fair Market Value 2
(l) Malfeasance 2
(m) Non-Employee Director 2
(n) Option 2
(o) Parent 2
(p) Participant 2
(q) Performance Unit 2
(r) Plan Year 2
(s) Restricted Stock 3
(t) Retirement 3
(u) Rule 16b-3 3
(v) SEC 3
(w) Share 3
(x) Stock Based Award 3
(y) Subsidiary 3
2.2 Other Definitions 3
2.3 Conflicts in Plan 3
ARTICLE III - COMMON STOCK
3.1 Number of Shares 3
3.2 Reusage 3
3.3 Adjustments 3
ARTICLE IV - ADMINISTRATION
4.1 Board 4
4.2 Authority 4
4.3 Disinterested Approval 4
ARTICLE V - AMENDMENT
5.1 Power of Board 5
5.2 Limitation 5
ii
<PAGE> 3
ARTICLE VI - TERM, TERMINATION, MODIFICATION AND
REPLACEMENT
6.1 Term 5
6.2 Termination 5
6.3 Affect on Benefits 5
6.4 Modification of Benefits 5
6.5 Replacement of Benefits 5
ARTICLE VII - CHANGE OF CONTROL
7.1 Right of Board 5
ARTICLE VIII - TERMS AND CONDITIONS OF BENEFITS
8.1 Grant Evidenced by Agreement 5
8.2 Provisions of Agreement 6
8.3 Non-Transferability 6
8.4 Fair Market Value 6
8.5 Tandem Awards 6
ARTICLE IX - PAYMENT, DIVIDENDS, DEFERRAL AND WITHHOLDING
9.1 Payment by Participant 6
9.2 Dividend Equivalents 7
9.3 Deferral 7
9.4 Withholding 7
ARTICLE X - OPTIONS
10.1 Authorization 7
10.2 Exercise Price 7
10.3 Payment of Exercise Price 7
ARTICLE XI - RESTRICTED STOCK
11.1 Authorization 7
11.2 Cost of Restricted Stock 8
11.3 Non-Transferability 8
ARTICLE XII - PERFORMANCE UNITS
12.1 Authorization 8
12.2 Number 8
12.3 Administration 8
12.4 Terms and Conditions 8
12.5 Dividends 9
12.6 Payment 9
ARTICLE XIII - OTHER BENEFITS
13.1 Other Stock Based Awards 9
13.2 Other Benefits 9
ARTICLE XIV - MISCELLANEOUS PROVISIONS
14.1 Underscored References 9
14.2 Number and Gender 9
14.3 Governing Law 10
14.4 Purchase for Investment 10
14.5 No Effect on Other Benefits 11
</TABLE>
iii
<PAGE> 4
FLEXIBLE STOCK PLAN FOR DIRECTORS
of
REINSURANCE GROUP OF AMERICA, INCORPORATED
ARTICLE I
---------
NAME AND PURPOSE
----------------
1.1 Name. The name of this plan shall be the Flexible Stock Plan for
----
Directors of Reinsurance Group of America, Incorporated (the "Plan").
1.2 Purpose. The purpose of the Plan is to encourage the highest
-------
level of director performance by members of the Board of Directors of
Reinsurance Group of America, Incorporated by providing certain outside
directors with directors' compensation based in part on the value of the
Company's stock.
ARTICLE II
----------
DEFINITIONS OF TERMS AND RULES OF CONSTRUCTION
----------------------------------------------
2.1 General Definitions. The following words and phrases, when
-------------------
used in the Plan, unless otherwise specifically defined or unless the context
clearly otherwise requires, shall have the following respective meanings:
(a) Affiliate. A Parent or Subsidiary of the Company or a
---------
Subsidiary of a Parent.
(b) Agreement. A document which evidences the grant of any
---------
Benefit under the Plan and which sets forth the Benefit and the terms,
conditions and provisions of, and restrictions relating to, such Benefit.
(c) Benefit. Any benefit granted to a Participant under the
-------
Plan.
(d) Board. The Board of Directors of the Company.
-----
(e) Change of Control. The acquisition, without the approval of
-----------------
the Board, by any person or entity, other than the Company or a Related
Entity, of more than 20% of the outstanding Shares through a tender offer,
exchange offer or otherwise; the liquidation or dissolution of the Company
following a sale or other disposition of all or substantially all of its
assets; a merger or consolidation involving the Company which results in the
Company not being the surviving parent corporation; or any time during any
two-year period in which individuals who constituted the Board at the start of
such period (or whose election was approved by at least two-thirds of the then
members of the Board who were members at the start of the two-year period) do
not constitute at least 50% of the Board for any reason. A Related Entity is
the Parent, a Subsidiary or any employee benefit plan (including a trust
forming a part of such a plan) maintained by the Parent, the Company or a
Subsidiary.
(f) Company. Reinsurance Group of America, Incorporated.
-------
(g) Common Stock. The Company's common stock, par value $.01
------------
per share.
1
<PAGE> 5
(h) Date of Grant. The date on which a Benefit is granted under
-------------
the Plan, which shall be the date on which the Board approves such Benefit.
If the Board approves the award of any Benefit that is to be granted on a
future date or upon the occurrence of a future event (such as a Board
meeting), the Date of Grant of such Benefit shall be such future date or
the date on which such event occurs.
(i) Disability. A physical or mental condition arising on or
----------
after the effective date of the Plan which, in the opinion of a qualified
doctor of medicine chosen by the Company, permanently prevents a Participant
from carrying out his or her duties as a member of the Board.
(j) Exchange Act. The Securities Exchange Act of 1934, as
------------
amended.
(k) Fair Market Value. The closing price of a Share on the
-----------------
New York Stock Exchange on a given date, or, in the absence of sales on such
date, the closing price on the New York Stock Exchange on the last day on which
a sale occurred prior to such date.
(l) Malfeasance. (1) Conduct, act or omissions which are
-----------
contrary to a Participant's duties as a member of the Board, which are
inimicable or in any way contrary to the best interests of the Company or
any of its Affiliates or which permit removal of a Participant from the Board
for cause as provided in the Company's By-Laws or (2) employment of a
Participant by or association of a Participant with an organization which
competes with the business of the Company or any of its Affiliates.
(m) Option. An option to purchase Shares granted under the
------
Plan.
(n) Non-Employee Director. A member of the Board who is not an
---------------------
officer or employee of the Company or any of its Affiliates.
(o) Parent. Any corporation (other than the Company or a
------
Subsidiary) in an unbroken chain of corporations ending with the Company, if,
at the time of the grant of an Option or other Benefit, each of the
corporations (other than the Company or a Subsidiary) owns stock possessing
50% or more of the total combined voting power of all classes of stock in one
of the other corporations in such chain. The Company's present Parent is
General American Life Insurance Company.
(p) Participant. An individual who is granted a Benefit under
-----------
the Plan. Benefits may be granted only to persons who are Non-Employee
Directors at the time of grant.
(q) Performance Unit. A hypothetical Share of Common Stock
----------------
allocated to a Participant on the Company's records based on the Fair Market
Value of the Common Stock as of the Date of Grant. One Performance Unit
entitles the individual to whom it is granted to receive one Share or cash
equal to the Fair Market Value of one Share at a future date in accordance
with the terms of such grant.
(r) Plan Year. The taxable year of the Company, which is
---------
currently the calendar year.
2
<PAGE> 6
(s) Restricted Stock. Shares of Common Stock that are subject
----------------
to forfeiture until provided otherwise in the applicable Agreement or the Plan
or as legended on the certificate representing such Shares.
(t) Retirement. Retirement of a Participant as a member of the
----------
Board, other than for failure to be renominated or reelected due to
Malfeasance.
(u) Rule 16b-3. Rule 16b-3 promulgated by the SEC under the
----------
Exchange Act, as amended, or any successor rule in effect from time to time.
(v) SEC. The Securities and Exchange Commission.
---
(w) Share. A share of Common Stock.
-----
(x) Stock Based Award. An award of Common Stock (including
-----------------
Restricted Stock), Options, Performance Units, or other Benefit granted under
ARTICLE XIII that is valued in whole or in part by reference to, or is
otherwise based on, Common Stock.
(y) Subsidiary. A Subsidiary of an entity is any corporation,
----------
other than the entity, in an unbroken chain of corporations beginning with the
entity if, on the Date of Grant of a Benefit, each of the corporations, other
than the last corporation in the unbroken chain, owns stock possessing 50% or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.
2.2 Other Definitions. In addition to the above definitions,
-----------------
certain words and phrases used in the Plan and any Agreement may be defined in
other portions of the Plan or in such Agreement.
2.3 Conflicts in Plan. In the case of any conflict in the terms
-----------------
of the Plan relating to a Benefit, the provisions in the ARTICLE of the Plan
which specifically grants such Benefit shall control those in a different
ARTICLE.
ARTICLE III
-----------
COMMON STOCK
------------
3.1 Number of Shares. The number of Shares which may be issued
----------------
or sold or for other Stock Based Awards may be granted under the Plan shall
initially be 50,000 Shares. Such Shares must be Shares held in the treasury
of the Company.
3.2 Reusage. If an Option expires or is terminated,
-------
surrendered, or canceled without having been fully exercised, if Restricted
Shares or Performance Units are forfeited, or if any other grant results in
any Shares not being issued, the Shares covered by such Option, grant of
Restricted Shares, Performance Units or other grant, as the case may be, shall
again be available for use under the Plan.
3.3 Adjustments. If there is any change in the Common Stock of
-----------
the Company by reason of any stock dividend, spin-off, split-up, spin-out,
recapitalization, merger, consolidation, reorganization, combination or
exchange of shares, the number, kind and class of shares available for Stock
Based Awards and Shares subject to outstanding Stock Based Awards, and the
price thereof, as applicable, shall be appropriately adjusted by the Board.
3
<PAGE> 7
ARTICLE IV
----------
ADMINISTRATION
--------------
4.1 Board. The Plan shall be administered by the Board. All
-----
determinations of the Board, in its sole discretion, shall be conclusive.
4.2 Authority. Subject to the terms of the Plan, and in
---------
particular Section 4.3, the Board shall have the sole discretionary authority
to:
(a) determine the individuals to whom Benefits are
granted, the type and amounts of Benefits to be granted and the
time of all such grants;
(b) determine the terms, conditions and provisions of, and
restrictions relating to, each Benefit granted;
(c) interpret and construe the Plan and all Agreements;
(d) prescribe, amend and rescind rules and regulations
relating to the Plan;
(e) determine the content and form of all Agreements;
(f) determine all questions relating to Benefits under the
Plan;
(g) maintain accounts, records and ledgers relating to
Benefits;
(h) maintain records concerning its decisions and
proceedings;
(i) employ agents, attorneys, accountants or other persons
for such purposes as the Board considers necessary or desirable;
(j) take, at any time, any action permitted by Section 7.1
irrespective of whether any Change of Control has occurred or is
imminent; and
(k) do and perform all acts which it may deem necessary or
appropriate for the administration of the Plan and to carry out
the purposes of the Plan.
In exercising such authority, the Board may obtain such advice or assistance
as it deems appropriate from persons not serving on the Board.
4.3 Disinterested Approval. No Board member shall participate
----------------------
in any decision regarding an award to such member under the Plan or which
otherwise involves a determination of such member's personal rights or
obligations under the Plan.
4
<PAGE> 8
ARTICLE V
---------
AMENDMENT
---------
5.1 Power of Board. Except as hereinafter provided and subject
--------------
to Section 5.2, the Board shall have the sole right and power to amend the
Plan at any time and from time to time.
5.2 Limitation. The Board may not amend the Plan (i) without
----------
approval of the shareholders of the Company in a manner that would permit
Shares other than treasury Shares to be issued under the Plan, if shareholder
approval would be required for such an amendment under New York Stock Exchange
rules, or (ii) in a manner that would violate applicable law.
ARTICLE VI
----------
TERM, TERMINATION, MODIFICATION AND REPLACEMENT
-----------------------------------------------
6.1 Term. The Plan shall commence as of January 1, 1997 and,
----
subject to the terms of the Plan, including those limiting the period over
which any Benefits may be granted, shall continue in full force and effect
until terminated.
6.2 Termination. The Plan may be terminated at any time by the
-----------
Board.
6.3 Affect on Benefits. Subject to the provisions of Section
------------------
6.4, the amendment or termination of the Plan shall not adversely affect a
Participant's right to any Benefit granted prior to such amendment or
termination.
6.4 Modification of Benefits. Any Benefit granted may be
------------------------
converted, modified, forfeited or canceled, in whole or in part, by the Board
if and to the extent permitted in the Plan or applicable Agreement or with the
consent of the Participant to whom such Benefit was granted.
6.5 Replacement of Benefits. The Board may permit a Participant
-----------------------
to elect to surrender a Benefit in exchange for a new Benefit.
ARTICLE VII
-----------
CHANGE OF CONTROL
-----------------
7.1 Right of Board. In order to maintain a Participant's rights
--------------
in the event of a Change in Control, the Board, in its sole discretion, may,
in any Agreement evidencing a Benefit, or at any time prior to, simultaneously
with or after a Change in Control, provide such protection as it may deem
necessary.
ARTICLE VIII
------------
TERMS AND CONDITIONS OF BENEFITS
--------------------------------
8.1 Grant Evidenced by Agreement. The grant of any Benefit
----------------------------
under the Plan may be evidenced by an Agreement that describes the specific
Benefit granted
5
<PAGE> 9
and the terms and conditions of the Benefit. The granting of any Benefit
shall be subject to, and conditioned upon, the recipient's execution of any
Agreement required by the Board. Except as otherwise provided in an
Agreement, all capitalized terms used in the Agreement shall have the same
of the Plan.
8.2 Provisions of Agreement. Each Agreement shall contain such
-----------------------
provisions that the Board shall determine to be necessary, desirable and
appropriate for the Benefit granted which may include, but not be limited to,
the following with respect to any Benefit: description of the type of
Benefit; the Benefit's duration; its transferability; if an Option, the
exercise price, the exercise period and the person or persons who may exercise
the Option; the effect upon such Benefit of the Participant's death or
termination of employment; the Benefit's conditions; when, if, and how any
Benefit may be forfeited, converted into another Benefit, modified, exchanged
for another Benefit, replaced or transferred; and the restrictions on any
Shares purchased or granted under the Plan.
8.3 Non-Transferability. Except as otherwise expressly provided
-------------------
in an Agreement, any Benefit granted to an individual who is subject to
Section 16 of the Exchange Act shall be not transferable other than by will or
the laws of descent and distribution and shall be exercisable during his
lifetime only by him, his guardian or his legal representative.
8.4 Fair Market Value. If the number of any Stock Based Awards
-----------------
to be granted is determined based on the value of the Common Stock, such
number shall be determined using a value not less than the Fair Market Value
of a Share as of the Date of Grant, and the per share exercise price of any
Option awarded under the Plan shall be not less than the Fair Market Value of
a Share as of the Date of Grant.
8.5 Tandem Awards. Awards may be granted by the Board in
-------------
tandem.
ARTICLE IX
----------
PAYMENT, DIVIDENDS, DEFERRAL AND WITHHOLDING
--------------------------------------------
9.1 Payment by Participant. Upon the exercise of an Option or
----------------------
in the case of any other Benefit that requires a payment to the Company, the
amount due the Company is to be paid:
(a) in cash;
(b) by the tender to the Company of Shares owned by the
optionee and registered in his name having a Fair Market Value
equal to the amount due to the Company;
(c) in other property, rights and credits, including the
Participant's promissory note if permitted under applicable law;
or
(d) by any combination of the payment methods specified in
(a), (b) and (c) above.
Notwithstanding, the foregoing, any method of payment other than (a) may be
used only with the consent of the Board or if and to the extent so provided in
an Agreement
6
<PAGE> 10
or the terms of an award. The proceeds of the sale of Common Stock purchased
pursuant to an Option and any payment to the Company for other Benefits shall
be added to the general funds of the Company or to the Shares held in
treasury, as the case may be, and used for the corporate purposes of the
Company as the Board shall determine.
9.2 Dividend Equivalents. Grants of Stock based Awards may
--------------------
include dividend equivalent payments or dividend credit rights.
9.3 Deferral. Unless otherwise specified by the Board, a
--------
Participant may elect, with respect to any Plan Year, to receive a grant of
Performance Units in lieu of another Stock Based Award by making and filing
with the Board a written irrevocable election prior to the beginning of such
Plan Year (or, in the case of a person who becomes a Participant after the
beginning of a Plan Year, within 30 calendar days after becoming a
Participant).
9.4 Withholding. The Company, at the time any distribution is
-----------
made under the Plan, whether in cash or in Shares, may withhold from such
distribution any amount necessary to satisfy any federal, state and local
income tax withholding requirements with respect to such distribution. Such
withholding may be in cash or in Shares.
ARTICLE X
---------
OPTIONS
-------
10.1 Authorization. The Board may grant Options upon such terms
-------------
and conditions as the Board may determine. Each Option shall be evidenced by
an Agreement.
10.2 Exercise Price. The per share exercise price of any Option
--------------
awarded under the Plan shall be not less than the Fair Market Value of a Share
of Common Stock as of the Date of Grant.
10.3 Payment of Exercise Price. The payment of the exercise
-------------------------
price for Shares under an Option shall be made in accordance with Section
9.1.
ARTICLE XI
----------
RESTRICTED STOCK
----------------
11.1 Authorization. The Board may grant Benefits as Restricted
-------------
Stock. Shares of Restricted Stock shall be issued and delivered at the time
of the grant. Each certificate representing Shares of Restricted Stock shall
bear a legend referring to the Plan and the risk of forfeiture of the Shares
and stating that such Shares are nontransferable until all restrictions have
been satisfied and the legend has been
7
<PAGE> 11
removed. The grantee shall be entitled to full voting and dividend rights
with respect to all shares of Restricted Stock from the Date of Grant.
11.2 Cost of Restricted Stock. Grants of Shares of Restricted
------------------------
Stock shall be made at a per Share cost to the Participant of not less than the
par value.
11.3 Non-Transferability. Shares of Restricted Stock shall not
-------------------
be transferable until after the removal of the legend with respect to such
Shares.
ARTICLE XII
-----------
PERFORMANCE UNITS
-----------------
12.1 Authorization. The Board may grant Performance Units.
--------------
Partial Performance Units shall be allowed.
12.2 Number. Unless otherwise approved by the Board or as set
------
forth in an Agreement, the number of Performance Units granted in lieu of the
payment of a director's meeting fee or retainer shall equal the number of
Shares of Common Stock determined by dividing the amount of the applicable
meeting fee or retainer by the Fair Market Value of a Share on the Date of
Grant, rounding up to the nearest whole Share.
12.3 Administration. Any Performance Shares granted to a
--------------
Participant shall be credited to a Performance Unit Account (the "Account")
established and maintained for such Participant. A Participant's Account
shall be the record of Performance Units granted to the Participant under the
Plan, is solely for accounting and recordkeeping purposes and shall not
require a segregation of any Company assets or the setting aside for
registering in the name of a Participant any Common Stock. The Performance
Units shall be allocated to a Participant's Account by the Board on the
business day following the Date of Grant of such Performance Units. Each
allocation of Performance Units under the Plan to a participant under the Plan
and the number and value of such Performance Units as of the date of
allocation shall be communicated by the Board in writing to the participant
within thirty (30) days after the date of allocation.
12.4 Terms and Conditions. Unless otherwise approved by the
--------------------
Board or as set forth in an Agreement, the grant of Performance Units shall be
subject to the following terms and conditions:
(a) With respect to any Performance Unit, the "Restricted Period"
shall be the period of ten (10) years from the last day of the
Plan Year in which such Performance Unit is granted or the
Retirement of the Participant, whichever occurs first.
(b) The Participant shall have no rights and privileges of a
shareholder as to such Performance Units. Accordingly, the
Participant shall have no right to receive dividends actually
paid or distributed at the time declared and no right to vote on
account of any allocation of Performance Units to his or her
Account. In addition, no interest in the Performance Units or
any Account may be sold, transferred, assigned, pledged, or
otherwise encumbered or disposed of at any time.
8
<PAGE> 12
(c)(i) If a Participant ceases to be a member of the Board prior to the
end of the Restricted Period for any reason other than
Malfeasance, all rights with respect to Performance Units in
such Participant's Account shall immediately vest in the
Participant's beneficiary in the case of death, such
Participant's estate in the case of Disability if there is no
ttorney-in-fact, or the Participant, as the case may be.
(ii) If a Participant shall be determined, in the sole judgment of
the Board, to be guilty of Malfeasance, such Participant shall
forfeit all rights to the Performance Units.
12.5 Dividends. There shall be credited to a Participant's
---------
Account from time to time amounts in the form of Performance Units equal to
dividends payable in cash or property on outstanding Shares so that the amount
of each such credit will be equivalent to dividends which the Participant
would have received had he or she owned such number of Shares equal to the
number of Performance Units then allocated to his or her Account.
12.6 Payment. At the end of the Restricted Period with respect
-------
to a Performance Unit, the Participant shall be entitled to receive from the
Company, with respect to each Performance Unit, (i) cash equal to the Fair
Market Value of a Share at that time, or (ii) one Share; provided that unless
otherwise approved by the Board, a Performance Unit representing a partial
Share shall be paid only in cash. Payment will be made within ninety (90)
days after the end of the Restricted Period. A Participant will not be
entitled to receive any earnings on the value of his or her Performance Units
with respect to the period between the end of the Restricted Period and the
receipt of payment under the Plan.
ARTICLE XIII
------------
OTHER BENEFITS
--------------
13.1 Other Stock Based Awards. The Board shall have the right to
------------------------
grant other Stock Based Awards which may include, without limitation, the
grant of Shares based on certain conditions, the payment of cash based on the
performance of the Common Stock, and the grant of securities convertible into
Shares.
13.2 Other Benefits. The Board shall have the right to provide
--------------
types of Benefits under the Plan in addition to those specifically listed, if
the Board believes that such Benefits would further the purposes for which the
Plan was established.
ARTICLE XIV
-----------
MISCELLANEOUS PROVISIONS
------------------------
14.1 Underscored References. The underscored references
----------------------
contained in the Plan are included only for convenience, and they shall not be
construed as a part of the Plan or in any respect affecting or modifying its
provisions.
14.2 Number and Gender. The masculine and neuter, wherever used
-----------------
in the Plan, shall refer to either the masculine, neuter or feminine; and,
unless the context otherwise requires, the singular shall include the plural
and the plural the singular.
9
<PAGE> 13
14.3 Governing Law. This Plan shall be construed and
-------------
administered in accordance with the laws of the State of Missouri.
14.4 Purchase for Investment. The Board may require each person
-----------------------
purchasing Shares pursuant to an Option or other award under the Plan to
represent to and agree with the Company in writing that such person is
acquiring the Shares for investment and without a view to distribution or
resale. The certificates for such Shares may include any legend which the
Board deems appropriate to reflect any restrictions on transfer. All
certificates for Shares delivered under the Plan shall be subject to such
stock-transfer orders and other restrictions as the Board may deem advisable
under all applicable laws, rules and regulations, and the Board may cause a
legend or legends to be put on any such certificates to make appropriate
references to such restrictions.
14.5 No Effect on Other Benefits. The receipt of Benefits under
---------------------------
the Plan shall have no effect on any benefits to which a Participant may be
entitled from the Company, under another plan or otherwise (including any
benefits awarded under the Company's Phantom Stock Plan for Directors), or
preclude a Participant from receiving any such benefits.
10
<PAGE> 1
Exhibit 23.2
Independent Auditors' Consent
-----------------------------
The Board of Directors
Reinsurance Group of America, Incorporated:
We consent to incorporation by reference in the registration statement on
Form S-8 of Reinsurance Group of America, Incorporated of our report dated
February 7, 1997, relating to the consolidated balance sheets of Reinsurance
Group of America, Incorporated and subsidiaries as of December 31, 1996 and
1995, and the related consolidated statements of income, stockholders'
equity, and cash flows for each of the years in the three-year period ended
December 31, 1996, and all related schedules, which report appears in the
December 31, 1996 annual report on Form 10-K of Reinsurance Group of America,
Incorporated.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
St. Louis, Missouri
May 14, 1997
