REINSURANCE GROUP OF AMERICA INC, DEF 14A, 1999-04-23

REINSURANCE GROUP OF AMERICA INC
DEF 14A, 1999-04-23
ACCIDENT & HEALTH INSURANCE

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

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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

Check the appropriate box:

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

REINSURANCE GROUP OF AMERICA, INCORPORATED
------------------------------------------
(Name of Registrant as Specified in Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

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

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

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

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

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

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

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

(4) Proposed maximum aggregate value of transaction:

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

(5) Total fee paid:

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

[ ] Fee paid previously with preliminary materials.

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

(1) Amount Previously Paid:

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

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

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

(3) Filing Party:

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(4) Dated Filed:
-------------------------------------------------

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Reinsurance
------------------
[RGA LOGO] Group of America,
------------------
Incorporated(SM)
------------------

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

St. Louis, Missouri
April 23, 1999

TO THE SHAREHOLDERS OF
REINSURANCE GROUP OF AMERICA, INCORPORATED

The Annual Meeting of the Shareholders of Reinsurance Group of
America, Incorporated will be held at the Marriott West Hotel, 660
Maryville Centre Drive, St. Louis, Missouri on May 26, 1999, commencing
at 2:00 p.m., at which meeting only holders of record of the Company's
Voting Common Stock at the close of business on April 15, 1999 will be
entitled to vote, for the following purposes:

1. to elect three directors;
2. to authorize the sale of Voting Common Stock or Non-
voting Common Stock from time to time to GenAmerica
Corporation, a significant shareholder of the Company,
or its affiliates; and
3. to transact such other and further business, if any,
as properly may be brought before the meeting.

REINSURANCE GROUP OF AMERICA,
INCORPORATED

By /s/ Richard A. Liddy

Chairman of the Board

/s/ James E. Sherman

Secretary

EVEN THOUGH YOU MAY PLAN TO ATTEND THE MEETING IN PERSON, PLEASE
MARK, DATE, AND EXECUTE THE ENCLOSED PROXY AND MAIL IT PROMPTLY. A
POSTAGE-PAID RETURN ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.

------------------
Reinsurance
------------------
[RGA LOGO] Group of America,
------------------
Incorporated(SM)
------------------

REINSURANCE GROUP OF AMERICA, INCORPORATED
660 MASON RIDGE DRIVE, ST. LOUIS, MISSOURI 63141

PROXY STATEMENT

FOR THE
ANNUAL MEETING OF THE SHAREHOLDERS
TO BE HELD MAY 26, 1999
MARRIOTT WEST HOTEL, ST. LOUIS, MISSOURI

This proxy statement is furnished to the holders of Voting and
Non-voting Common Stock of Reinsurance Group of America, Incorporated
(the "Company" or "RGA") in connection with the solicitation of proxies
for use in connection with the Annual Meeting of the Shareholders to be
held May 26, 1999, and all adjournments and postponements thereof, for
the purposes set forth in the accompanying Notice of Annual Meeting of
the Shareholders. Such holders are hereinafter referred to as the
"Shareholders." The Company is first mailing this proxy statement and
the enclosed form of proxy to Shareholders on or about April 23, 1999.

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

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

The close of business on April 15, 1999 has been fixed as the
record date for the determination of the Shareholders entitled to vote
at the Annual Meeting of the Shareholders. As of the record date,
approximately 37,929,669 shares of Voting Common Stock were
outstanding and entitled to be voted at such meeting, with approximately
129 holders of record. Shareholders will be entitled to cast one vote
on each matter for each share of Voting Common Stock held of record on the
record date. As of such date, 7,417,496 shares of Non-voting Common Stock
were outstanding; however, holders of such shares are not entitled to
vote at the meeting.

A copy of the Company's Annual Report to Shareholders for the
fiscal year ended December 31, 1998 accompanies this proxy statement.

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

ITEM 1 - ELECTION OF DIRECTORS

The first item to be acted upon at the Annual Meeting is the
election of three directors of the Company for terms expiring at the
Annual Meeting in 2002, or until their respective successors have been
elected and have qualified.

NOMINEES AND CONTINUING DIRECTORS

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

J. CLIFF EASON, 51 1993
President-SBC International Operations of SBC Communications, Inc.
since March 1998. Prior to that, he served as President and CEO of
Southwestern Bell Telephone Company since February 1996. Mr. Eason
was President and CEO of Southwestern Bell Communications, Inc.
("SBC") from July 1995 through January 1996; President of Network
Services of Southwestern Bell Telephone Company from July 1993
through June 1995; President of Southwestern Bell Telephone Company
from July 1993 through July 1995; and President of Southwestern Bell
Telephone Company of the Midwest from 1992 to 1993. He held various
other positions with SBC and its subsidiaries prior to 1992,
including President of SBC Communications, Inc. from 1991 to 1992.
Mr. Eason also is a director for Telefonos de Mexico, S.A.

LEONARD M. RUBENSTEIN, 53 1993
Chairman, President and Chief Executive Officer of Conning
Corporation and its subsidiary, Conning Asset Management Company, a
registered investment advisor. Conning Corporation is a majority-
owned subsidiary of General American Life Insurance Company ("General
American"). He served as Executive Vice President - Investments for
General American from 1991 to January 1997 and as Treasurer from 1991
to 1995. From 1984 to 1991, he served as Vice President of General
American. He also is Treasurer of General American Capital Company,
a registered investment company.

H. EDWIN TRUSHEIM, 71 1993
In 1995, Mr. Trusheim retired as Chairman of the Board of General
American Life Insurance Company, where he was Chief Executive Officer
until his retirement in 1992. He served as President of General
American Life Insurance Company from 1979 to 1988 and was elected
Chief Executive Officer in 1981 and Chairman of the Board in 1986. He
is also a director of Angelica Corporation, GenAmerica Corporation,
General American Life Insurance Company, General American Mutual
Holding Company, Laclede Gas Company, and RehabCare Corporation.

TO CONTINUE IN OFFICE UNTIL 2000:

BERNARD A. EDISON, 71 1993
President of Edison Brothers Stores, Inc. ("Edison Brothers") from
1968 through his retirement in 1987. He also served as a director
and Chairman of the Finance Committee of the Board of Directors of
Edison Brothers until 1989, and director emeritus from 1989 through
1996. Mr. Edison also serves as a director of Anheuser-Busch
Companies, Inc., GenAmerica Corporation, General American Life
Insurance Company, and General American Mutual Holding Company.

SERVED AS
DIRECTOR
NAME, AGE, PRINCIPAL OCCUPATION OR POSITION, OTHER DIRECTORSHIPS SINCE
---------------------------------------------------------------- ---------
<S> <C>
STUART I. GREENBAUM, 62 1997
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., and St. Louis Children's Hospital.

RICHARD A. LIDDY, 63 1993
Chairman of the Board of the Company. Currently he is Chairman,
President and Chief Executive Officer of GenAmerica Corporation,
General American Life Insurance Company; and General American Mutual
Holding Company ("General American Holding"). He also is Chairman of
the Board of General American Capital Company, a registered
investment company, Cova Corporation, Paragon Life Insurance Company,
Security Equity Life Insurance Company, and Security Mutual Life
Insurance Company of New York and a number of other subsidiaries and
affiliates of General American Holding. Mr. Liddy also serves as a
director of Ameren Corporation, Brown Group, Inc., Conning
Corporation, and Ralston Purina Company.

TO CONTINUE IN OFFICE UNTIL 2001:

WILLIAM A. PECK, M.D., 65 1993
Executive Vice Chancellor for Medical Affairs and Dean of the School
of Medicine of Washington University since 1989. From 1976 to 1989,
he was Physician in Chief of The Jewish Hospital of St. Louis. He is
a director of Allied Health Care Products, Inc., Angelica
Corporation, Hologic, Inc., and Magna Bancorp, Inc.

WILLIAM P. STIRITZ, 64 1993
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 and Ralcorp Holdings, Inc. and is a director of Angelica
Corporation, Ball Corporation, GenAmerica Corporation, General
American Life Insurance Company, General American Mutual Holding
Company, The May Department Stores Company, and Vail Resorts, Inc.

A. GREIG WOODRING, 47 1993
President and Chief Executive Officer of the Company. As President
and CEO of the Company, Mr. Woodring is also an executive officer of
General American Life Insurance Company ("General American"). He
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.
</TABLE>

COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met four times during 1998. Each incumbent
director attended at least 75% of the meetings of the Board and committees
on which he served during 1998.

The Board of Directors has an Audit Committee, a Compensation
Committee, and a Nominating Committee. The Audit Committee, of which
Messrs. Eason (Chairman), Greenbaum, and Peck are members, met three times
in 1998. This Committee is responsible for overseeing the integrity and
reliability of the Company's accounting and financial reporting practices
and the effectiveness of its system of controls. It also recommends a
public accounting firm to be retained for the coming year and reviews the
work to be done by such firm. The Compensation Committee establishes and
oversees the compensation policies of the Company's operating subsidiaries
and determines executive compensation. The Committee, which consists of
Messrs. Edison (Chairman), Eason, Greenbaum, Peck, and Stiritz, held four
meetings in 1998. See "Executive Compensation -- Compensation Committee
Report on Executive Compensation." The Nominating Committee, of which
Messrs. Peck (Chairman), Eason, Edison, Greenbaum, Stiritz, and Trusheim
are members, did not meet during 1998. This Committee nominates directors
and will consider recommendations for nominations as directors from
Shareholders. Shareholders wishing to propose nominees to the Nominating
Committee for consideration should notify in writing the Secretary of the
Company in accordance with the process described in "Shareholder
Proposals". The Secretary will inform the members of the Nominating
Committee of such nominees.

DIRECTOR COMPENSATION

Officers of the Company, General American, or any subsidiary of
General American do not receive any additional compensation for serving the
Company as members of the Board of Directors or any of its committees.
Directors who are not employees of the Company, General American, or any of
its subsidiaries ("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). In addition, the Company reimburses
directors for out-of-pocket expenses incurred in connection with attending
Board and committee meetings. Of the $20,000 annual retainer, $8,000 is
paid in shares of the Company's Voting Common Stock at the Annual Meeting. Also
on the date of each Annual Meeting, each Non-Employee Director is granted
an option to purchase 2,250 shares of Voting Common Stock with an exercise
price equal to the closing price of the Common Stock on such date. On May
27, 1998, each of Messrs. Eason, Edison, Greenbaum, Peck, Stiritz, and
Trusheim was awarded an option to purchase 2,250 shares of Voting Common
Stock at an exercise price of $33.00 per share, the closing price of the
Company's Voting Common Stock on the date of grant. The options become
fully vested on the first anniversary of the grant. (The share and dollar
amounts have been adjusted to give effect to the Company's three-for-two
stock split in February, 1999.)

Non-Employee Directors have the option to receive performance shares
in lieu of their 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 Voting 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 Voting 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.

COMMON STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table sets forth, as of March 31, 1999, 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
Voting Common Stock, and 2) certain information with respect to the
ownership of Voting Common Stock and Non-voting 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.

<TABLE>
<CAPTION>
CLASS OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER COMMON STOCK BENEFICIAL OWNERSHIP OF CLASS
---------------- ------------ -------------------- --------
<S> <C> <C> <C>
PRINCIPAL SHAREHOLDERS:

General American Life Insurance Company Voting 24,131,250<F1> 63.7%
700 Market Street Non-voting -
St. Louis, Missouri 63101

DIRECTORS, NOMINEES AND NAMED EXECUTIVE OFFICERS:

A. Greig Woodring, Director, President, and Chief Voting 83,079<F2> <F*>
Executive Officer<F1> Non-voting -

J. Cliff Eason, Director Voting 6,750<F3> <F*>
Non-voting -

Bernard A. Edison, Director<F1> Voting 15,750<F3> <F*>
Non-voting 9,000<F4> <F*>

Stuart Greenbaum, Director Voting 4,948<F3> <F*>
Non-voting -

Richard A. Liddy, Chairman<F1> Voting 96,750<F5> <F*>
Non-voting 5,500<F5>

William A. Peck, Director Voting 5,175<F3> <F*>
Non-voting -

Leonard M. Rubenstein, Director<F1> Voting 19,275<F6> <F*>
Non-voting -

William P. Stiritz, Director<F1> Voting 357,875<F7> <F*>
Non-voting -

H. Edwin Trusheim, Director<F1> Voting 11,250<F3> <F*>
Non-voting -

David B. Atkinson, Executive Vice President and Chief Voting 50,199<F8> <F*>
Operating Officer Non-voting 6,750<F9>

Jack B. Lay, Executive Vice President and Chief Voting 24,639<F10> <F*>
Financial Officer Non-voting 6,750<F9>

Andre St-Amour, President, RGA Life Reinsurance Voting 28,173<F11> <F*>
Company of Canada Non-voting -

Graham Watson, Executive Vice President and Chief Voting 16,348<F12> <F*>
Marketing Officer Non-voting -

5
<PAGE>
<PAGE>

<CAPTION>
CLASS OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER COMMON STOCK BENEFICIAL OWNERSHIP OF CLASS
---------------- ------------ -------------------- --------
<S> <C> <C> <C>
All directors and executive officers Voting 830,018<F13> 2.1%
as a group (22 persons) Non-voting 28,111<F14>

<FN>
- -------------
<F*> Less than one percent.

<F1> Shares beneficially owned by General American Mutual Holding Company
("GAMHC") are held by Equity Intermediary Company, a wholly-owned
subsidiary of General American Life Insurance Company ("General
American"). General American is a wholly-owned subsidiary of
GenAmerica Corporation, which is a wholly-owned subsidiary of GAMHC.
Mr. Liddy is also a director and executive officer of GAMHC,
GenAmerica Corporation and General American, and Mr. Woodring is an
executive officer of General America. Messrs. Edison, Stiritz, and
Trusheim are directors of GAMHC, GenAmerica Corporation and General
American. These individuals disclaim beneficial ownership of the
shares beneficially owned by GAMHC.

<F2> Includes 40,463 shares of Voting Common Stock subject to stock
options that are exercisable within 60 days. Also includes 15,000
shares of restricted Voting 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.

<F3> Includes 4,500 shares of Voting Common Stock subject to stock
options that are exercisable within 60 days.

<F4> Includes 3,000 shares of Non-voting Common Stock held by a general
partnership in which Mr. Edison holds an ownership interest and for
which he has shared voting and investment power. Mr. Edison
disclaims beneficial ownership except to the extent of his pecuniary
interest therein. Included also are 6,000 shares of Non-voting
Common Stock held by his wife and for which Mr. Edison has no voting
or investment power. Mr. Edison disclaims beneficial ownership of
such shares.

<F5> Includes 74,250 shares of Voting Common Stock subject to stock
options that are exercisable within 60 days. Also includes 5,550
shares of Non-voting Common Stock and 22,500 shares of Voting Common
Stock held in a joint account with Mr. Liddy's wife, an account over
which he has shared voting and investment power.

<F6> Represents shares of Voting Common Stock subject to stock options
that are exercisable within 60 days.

<F7> Includes 4,500 shares of Voting Common Stock subject to stock
options that are exercisable within 60 days. Mr. Stiritz disclaims
beneficial ownership of a total of 91,675 shares of Voting Common
Stock held by his wife and son.

<F8> Includes 22,254 shares of Voting Common Stock subject to stock
options that are exercisable within 60 days and 2,250 shares held by
Mr. Atkinson's children.

<F9> Shares of restricted Non-voting Common Stock that are subject to
forfeiture in accordance with the terms of the specific grant, as to
which the holder has no investment power.

<F10>Includes 22,839 shares of Voting Common Stock subject to stock
options that are exercisable within 60 days and 1,800 shares jointly
owned with Mr. Lay's wife.

<F11>Includes 22,923 shares of Voting Common Stock subject to stock
options that are exercisable within 60 days.

<F12>Includes 10,161 shares of Voting 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.

<F13>Includes a total of 312,372 shares of Voting Common Stock subject to
stock options that are exercisable within 60 days; 15,000 shares of
restricted Voting 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.

<F14>Includes 13,500 shares of restricted Non-voting Common Stock,
subject to forfeiture in accordance with the terms of the specific
grant, as to which the individuals have no investment power.
</TABLE>

<PAGE>
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

6
<PAGE>
<PAGE>

officers, and greater than 10% beneficial owners complied with all filing
requirements applicable to them with respect to transactions during 1998,
except that Roberto Baron was late filing a Form 3 following his promotion
to Senior Vice President of the Company in November 1998, and Paul
Schuster was late filing a Form 4 to report one transaction in December
1998.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

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

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

The Company has twelve salaried executive officers. In forming its
recommendations on the overall salary program for executive officers, the
Compensation Committee has from time to time engaged an independent
consulting firm to determine how the Company's executive compensation
compares to that of other publicly held insurance and reinsurance
companies. In October 1997 and January 1998, the Compensation Committee
evaluated executive salary levels and found them to be generally
competitive. This review encompassed 1997 salary survey data provided by
the independent consulting firm.

The Committee approved salary increases for 1998 averaging 4.0% for
all executive officers, excluding the CEO, COO and CFO who received salary
increases ranging from 11.3% to 16.0%. The increase in the COO's salary
was based on his promotion to President and CEO of RGA Re. The increase
in the CFO's salary brought his compensation more in line with market data
for that position. The Compensation Committee increased Mr. Woodring's
salary to $375,000, reflecting the Committee's consideration of Mr.
Woodring's level of responsibility for the Company's activities.

In January 1999, the Compensation Committee again retained the
independent consultant to undertake an extensive review of executives'
total compensation as compared to their counterparts at comparable
companies. Base salary ranges established for the Company's executive
group were found to be generally competitive, with the exception of the
CEO, COO and CFO. The Committee approved salary increases for the
executive group that averaged 4.0% (excluding promotional increases),
except for the CEO, COO, and CFO who received salary increases ranging
from 14.6% to 22.7%.

Recognizing the rapid growth of the Company and the level of
responsibility Mr. Woodring has assumed, the Committee adopted the
consultant's recommendations regarding an appropriate salary range for Mr.
Woodring. The Committee approved a 22.7% salary increase for Mr.
Woodring, bringing his base pay to $460,000 for 1999. Increases to both
the COO's and CFO's salaries approved by the Committee are intended to
bring compensation to a more appropriate level for those positions, based
on market data.

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

All of the Company's salaried executive officers participate in the
Management Incentive Plan ("MIP"), which provides incentive compensation
based on a participant's individual performance as well as the division's
and the Company's achievements. Company results are based on consolidated
revenues and operating earnings (net income less realized capital gains
and losses) per share; divisional results are based on the division's
revenues and operating earnings. Based on these criteria, the Committee
approves a schedule of specific incentives set for each participant, with
a threshold of performance that must be met before any

7
<PAGE>
<PAGE>

payment to the individual can be made, a target and a maximum. The
Company's performance must meet a certain level before any awards under
the MIP are made. Awards are based on a specified percentage of salary,
which varies for each participant. A portion of each executive officer's
total MIP award is paid in performance shares, rather than cash.

In 1998 the Committee broadened participation in the MIP to include middle
management employees, which increased the number of participants in the
plan to 125. Determination of MIP awards for 1998 was made in January
1999. The Company exceeded its target for revenue growth in fiscal 1998,
achieving a 37% increase over 1997. However, the Company did not meet its
threshold operating earnings per share level, due primarily to the
accident and health charge taken during the fourth quarter of 1998 in
connection with discontinuing that line of business. Based in part on
these consolidated results, the average cash payout to executive officers
was approximately 29.6% of salary. Mr. Woodring's MIP award, which is
based solely on Company results for 1998, was $185,296 or approximately
50% of his salary for the year. The amount of Mr. Woodring's total MIP
award includes the value of performance shares awarded under the Executive
Performance Share Plan. The cash portion of Mr. Woodring's 1998 MIP award
totaled $129,707, or approximately 35% of salary.

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

An average of approximately 32% of the MIP award for RGA executives
is paid in the form of performance shares pursuant to the Executive
Performance Share Plan. Each performance share represents the equivalent
of one share of Voting Common Stock. In the U.S. plan, performance shares
vest in one-third increments on the last day of each of the three calendar
years following the year in which they are granted. Performance shares in
the Canadian plan vest 100% on the last day of the third calendar year
following the year in which they are granted. Payment from the U.S. plan
with respect to vested performance shares may be made only in certain
circumstances relating to termination of employment or when the
participant exercises stock options or the value of the participant's
vested performance shares exceeds 500% of his or her target bonus for the
year. In the Canadian plan, performance shares must be paid upon vesting.
Payment under both the U.S. and Canadian plans may be made in the form of
cash or shares of Voting Common Stock, as determined by the Committee.
See "Executive Compensation - Option/Performance Share Grants in Last
Fiscal Year."

Normally, the value of each performance share will be the current
fair market value of a share of the Company's Voting Common Stock. By
making part of the pay of the Company's top executives take this form
the Committee has sought to give these officers further incentives to
increase the value of the Company. Determination of performance share
awards for fiscal 1998 was made at the same time as MIP awards were
determined in January 1999. The average payment in the form of
performance shares to executive officers was approximately 13.7% of
salary in 1998. Mr. Woodring received 850 performance shares for 1998,
which were valued at $55,589 based on the market value of the Voting
Common Stock on the date of grant in January 1999. Effective February
1999, the RGA Board of Directors approved a three-for-two stock split.
On a post split basis, Mr. Woodring received 1,275 performance shares
for 1998.

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

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

8
<PAGE>
<PAGE>

discretionary match or the profit sharing award can be made. The
thresholds and targets for each year are established at the beginning of
the year. A participant may elect to receive up to one-half of his
profit sharing award in cash.

In 1998, the Company exceeded its target for revenue growth,
achieving a 37% increase over 1997. However, the Company did not meet
its threshold earnings per share level, due primarily to the accident
and health charge taken during the last quarter of 1998 in connection
with discontinuing that line of business. The failure to achieve the
earnings per share threshold resulted in a discretionary match of 1% and
a profit sharing award of 3%. The discretionary match and profit
sharing awards for executives who participate in the Flexible Stock Plan
and the MIP are reduced by one-half. Mr. Woodring, who participates in
such programs, received a profit sharing award of $7,663 for 1998,
representing approximately 1.53% of his salary and cash bonus for the
year.

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

The Committee has previously granted stock options pursuant to the
Company's Flexible Stock Plan, which was established in 1993. The exercise
price of each option granted prior to 1999 has been no less than the
market price of the Voting Common Stock on the date of grant. In 1999,
options were granted at the price of the Non-voting Common Stock on the
date of grant.

In accordance with the annual stock option grant guidelines adopted
in 1996, the Committee granted a total of 207,656 options in January 1998,
including 139,398 options granted to the Company's salaried executive
officers. Mr. Woodring was awarded 31,994 options. The criteria for
determining individual option grants were the same as those used in 1997.
In addition, the Committee granted 15,000 shares of restricted Voting
Common Stock to Mr. Woodring in 1998. Such shares are not transferable
for a period of ten years and will be forfeited in the event Mr.
Woodring's employment is terminated during that period. This restricted
stock award was intended to reflect Mr. Woodring's increasing level of
responsibility for the Company and to provide an additional long-term
incentive that is tied to the Company's performance. (All totals have been
adjusted to give effect to the three-for-two stock split in February
1999.) See "Executive Compensation - Option/Performance Share Grants in
Last Fiscal Year."

In January 1999, the independent consultant presented results from
its compensation survey that indicated the Company's stock option grant
guidelines for one executive group should be updated. The Committee
adopted the consultant's recommendation to modify the option grant
guidelines for Senior Vice Presidents, increasing the salary multiple
from 1.25 times salary to 1.5 times salary, to bring this group's
compensation up to market levels. In accordance with grant guidelines,
the Committee awarded a total of 180,575 options for Non-voting Common
Stock, including 123,750 to the Company's salaried executive officers.
Mr. Woodring was awarded 26,042 options. The criteria for determining
individual option grants were the same as those used in 1998, with the
exception noted above. The Committee also approved an award of 6,750
shares of restricted Non-voting Common Stock for both the COO and CFO.
Such shares are not transferable for a period of ten years and will be
forfeited in the event employment is terminated during that period.
This restricted stock award was granted in recognition of the increasing
importance of their contributions to the Company and to provide an
additional long term incentive that is tied to the Company's
performance.

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

9
<PAGE>
<PAGE>

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

In order to further align the interests of the Company's
management and its shareholders, the Committee adopted executive stock
ownership guidelines in October 1996. Based upon the recommendation of
the independent consulting firm, the Committee established specific
guidelines for the top three tiers of management -- the CEO (50,625
shares), Executive Vice Presidents (19,125 shares), and Senior Vice
Presidents (8,438 shares) (as adjusted to give effect to the Company's
three-for-two stock splits in August 1997 and in February 1999).
Although the guidelines are not mandatory, they are intended to increase
Company stock ownership by executive officers, which, in addition to
stock options, provides the officers with a direct economic interest in
the Company.

Following adoption of the guidelines, the number of shares of Common
Stock owned by the Company's executive officers has increased by
approximately 51,811 shares.

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

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

THE COMPENSATION COMMITTEE

Bernard A. Edison, Chairman
J. Cliff Eason Stuart Greenbaum
William A. Peck, M.D. William P. Stiritz

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 1998, the Compensation Committee was comprised of Messrs.
Edison (Chairman), Eason, Greenbaum, Peck, and Stiritz. None of such
directors has been an officer or employee of the Company or any of its
subsidiaries. Richard A. Liddy, who is Chairman of the Board, serves as
a director (but not on the compensation committee) of Ralston Purina
Company, of which Mr. Stiritz is an executive officer. Although Mr.
Liddy is not paid any compensation by the Company, he holds options to
purchase shares of the Company's Voting Common Stock.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth certain summary information
concerning the compensation awarded or paid to, or earned by, the Chief
Executive Officer and each of the other four most highly compensated
executive officers of the Company during 1998.

<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION AWARD
----------------------------------------------- ------------------------------------------
SECURITIES ALL OTHER
OTHER ANNUAL RESTRICTED UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($)<F1> BONUS($)<F2><F3> COMPENSATION<F4> STOCK($)<F5> OPTIONS(#)<F6> ($)<F7>
- --------------------------- ---- ------------- ---------------- ---------------- ------------ -------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
A. Greig Woodring 1998 $370,593 $226,796 $ -- $395,000 31,994 $10,334
President and Chief 1997 331,308 194,407 -- -- 36,900 11,871
Executive Officer 1996 291,600 229,594 -- -- 86,009 11,054

David B. Atkinson 1998 $245,385 $106,715 $ -- -- 18,798 $12,527
Executive Vice 1997 216,962 106,311 -- -- 19,800 12,581
President and Chief 1996 194,123 146,888 -- -- 68,805 8,744
Operating Officer

Jack B. Lay 1998 $190,493 $ 77,398 $ -- -- 14,003 $ 9,395
Executive Vice 1997 163,466 78,909 -- -- 15,300 8,818
President and Chief 1996 151,715 99,486 -- -- 0 7,456
Financial Officer

Andre St-Amour 1998 $181,879 $130,953 $ -- -- 13,285 $ 4,551
President, RGA Life 1997 174,935 125,950 -- -- 16,200 4,821
Reinsurance Company 1996 164,025 126,179 -- -- 0 4,921
of Canada

Graham Watson(8) 1998 $194,435 $405,239 $ -- -- 14,355 $ 4,551
Executive Vice 1997 188,334 278,071 -- -- 18,225 4,821
President and Chief 1996 150,174 303,666 177,842 -- 0 0
Marketing Officer

<FN>
- --------------
<F1> 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. The
amount for 1996 for Mr. Watson includes an adjustment of $11,424
that was paid in 1997 to reflect the cost of living difference
between Australia and Canada.

<F2> 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
deferred bonus totaled $129,707 for Mr. Woodring, $73,615 for Mr.
Atkinson, $52,386 for Mr. Lay, $90,930 for Mr. St-Amour and
$53,470 for Mr. Watson for 1998. Also includes amounts paid in
cash or deferred at the officer's election each year under the RGA
Re Profit Sharing Plan for Messrs. Woodring, Atkinson and Lay,
which totaled $1,200 each for 1998 and 1997. The amounts shown
for Mr. Watson for 1998, 1997 and 1996 also include (i) a Canadian
production bonus of $318,670, $193,510 and $183,360, respectively
(see "Other Employment Arrangements") and (ii) $8,795, $9,227 and
$4,681, respectively, paid in lieu of an award under the RGA Re
Profit Sharing Plan, in which Mr. Watson is not eligible to
participate (see Note 7). Amounts shown for Messrs. Woodring,
Atkinson and Lay for 1997 also include discretionary bonuses of
$27,553, $18,326 and $12,323, respectively, paid by General
American Life Insurance Company at the time of an initial public
offering of one of its subsidiaries to reflect such persons'
contributions to General American's consolidated operations.

<F3> Includes, in 1998, 1997, and 1996, the value of the following
number of performance shares (as adjusted for the 3 for 2 split)
awarded in January 1999, January 1998 and January 1997,
respectively, pursuant to the Executive Performance Share Plan
based on the closing price of the Voting Common Stock on the date
of award: Mr. Woodring - 1,275, 1,887, and 3,370 performance
shares; Mr. Atkinson - 732, 1,030, and 2,236 performance shares;
Mr. Lay - 546, 775, and 1,506 performance shares; Mr. St-Amour
- 864, 1,494, and 1,966 performance shares; and Mr. Watson -
558, 894, and 1,782 performance shares. For information regarding
performance shares, see "Compensation Committee Report on
Executive Compensation" and "Option/Performance Share Grants in
Last Fiscal Year."

<F4> Amount for 1996 for Mr. Watson represents personal benefits
primarily related to his temporary assignment in Australia during
1996, including approximately $96,000 for housing expenses.
Perquisites for each of the other named executive officers did not
exceed the lesser of $50,000 or 10% of such officer's salary and
bonus for any year reported.

11
<PAGE>
<PAGE>

<F5> As of 12/31/98, the value of Mr. Woodring's 15,000 post-split
shares of restricted Voting Common Stock was $700,000. Dividends
are paid on restricted stock.

<F6> See "Option/Performance Share Grants in Last Fiscal Year." All
option totals have been adjusted for the 3 for 2 stock split
effective in February, 1999.

<F7> For Messrs. Woodring, Atkinson and Lay, amounts represent
contributions made by RGA Re in 1998, 1997, and 1996 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.

<F8> Mr. Watson was not employed by the Company until April 1, 1996.
Mr. Watson is a majority owner and Chairman of Intercedent
Limited, which receives a portion of payments made by the Company
to Intercedent Reinsurance Holdings Limited for certain marketing
services. See "Certain Relationships and Related Transactions."
</TABLE>

OPTION/PERFORMANCE SHARE GRANTS IN LAST FISCAL YEAR

The Company has a Flexible Stock Plan, which provides for the
award of various types of benefits, including stock options, stock
appreciation rights, restricted stock, performance shares, and other
stock-based awards, as well as cash awards. The Company also has an
Executive Performance Share Plan that provides for the award of
performance shares. The following table sets forth certain information
concerning options and performance shares granted to the named executive
officers pursuant to the Flexible Stock Plan and the Executive
Performance Share Plan during 1998. Option and performance share totals
have been adjusted to give effect to the Company's three-for-two split
in February, 1999.

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
% OF TOTAL AT ASSUMED ANNUAL RATES
NUMBER OF SECURITIES OPTIONS OF STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR FOR OPTION TERM<F4>
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION ---------------------------
NAME GRANTED(#)<F1><F2> FISCAL YEAR ($/Sh)<F3> DATE 5%($) 10%($)
- ---- -------------------- ------------ ----------- ---------- ----- ------
<S> <C> <C> <C> <C> <C> <C>
A. Greig Woodring 31,994 options 9% $26.33 1/1/2008 $529,849 $1,342,742
1,275 performance shares 7% $43.58 N/A $90,516 $144,131

David B. Atkinson 18,798 options 5% $26.33 1/1/2008 $311,312 $788,925
732 performance shares 4% $43.58 N/A $51,967 $82,748

Jack B. Lay 14,003 options 4% $26.33 1/1/2008 $231,902 $587,686
546 performance shares 3% $43.58 N/A $38,762 $61,722

Andre St-Amour 13,286 options 4% $26.33 1/1/2008 $220,028 $557,594
864 performance shares 5% $43.58 N/A $61,338 $97,670

Graham Watson 14,355 options 4% $26.33 1/1/2008 $237,732 $602,459
558 performance shares 3% $43.58 N/A $39,614 $63,079

<FN>
- -------------
<F1> The options become exercisable in 20% increments on each of
January 1, 1999, 2000, 2001, 2002 and 2003. 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 1998. The Company granted
additional stock options to each of the named executive officers
in January 1999, which options are not reflected in the table.
See "Compensation Committee Report on Executive Compensation."

<F2> Performance share grants shown were approved in January 1999, but
are included as 1998 grants because they comprise a part of the
officers' 1998 bonus. See "Compensation Committee Report on
Executive Compensation." Each performance share represents the
equivalent of one share of Voting Common Stock. Payment with
respect to vested performance shares is made in the form of cash
or shares of Voting Common Stock, as determined by the
Compensation Committee: (i) 24 months after termination of
employment; (ii) immediately upon termination of employment if
termination is as a result of death, disability, or retirement or
within six months of a change in control (as such terms are
defined in the Executive Performance Share Plan); (iii) when the
participant exercises stock options, at the participant's
election; or (iv) after the last day of any calendar year in which
the value of the participant's vested performance shares exceeds
500% of his target bonus payable with respect to that year under
the MIP. Performance shares awarded to Messrs. Woodring, Atkinson
and Lay vest in one-third increments on each of December 31, 1999,
2000, and 2001 and performance shares awarded to Messrs. St-Amour
and Watson, who are Canadian citizens, vest in full on December
31, 2001.
<PAGE>
<F3> For stock options, amount represents the exercise price per share
of Voting Common Stock which is the closing price of the Voting
Common Stock on the date of grant. For performance shares, amount
represents the closing price of the Voting Common Stock on the
date of award.

<F4> 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.
</TABLE>

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 1998 and the
value of unexercised options at December 31, 1998.

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES ACQUIRED ON VALUE UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
EXERCISE(#) REALIZED($) OPTIONS AT 12/31/98<F1> AT 12/31/98<F2>

NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---- ------------------------- -------------------------
<S> <C> <C> <C> <C>
A. Greig Woodring 0 options $0 40,463 / 210,965 options $1,184,559 / $6,039,072
0 performance shares $0 16,401 / 3,676 performance shares $765,380 / $ 171,547

David B. Atkinson 0 options $0 22,254 / 138,024 options $649,692 / $3,895,876
0 performance shares $0 9,762 / 2,176 performance shares $455,560 / $ 101,547

Jack B. Lay 0 options $0 22,840 / 29,660 options $697,910 / $789,599
0 performance shares $0 7,412 / 1,574 performance shares $345,893 / $73,453

Andre St-Amour 0 options $0 22,924 / 33,038 options $699,921 / $ 909,704
0 performance shares $0 0 / 4,354 performance shares $0 / $ 203,187

Graham Watson 0 options $0 10,161 / 22,419 options $250,755 / $522,079
0 performance shares $0 0 / 3,258 performance shares $0 / $152,040

<FN>
- --------------
<F1> The Company granted stock options to senior management, including
each of the named executive officers, in January 1999. The 1999
options, which are not currently exercisable, are not reflected in
the table. See "Compensation Committee Report on Executive
Compensation." Although exercisable, performance shares can be
paid out only in certain limited circumstances. See "- Option/
Performance Share Grants in Last Fiscal Year." Performance
shares include dividend equivalent rights that are payable in
performance shares and vest in proportion to the performance
shares to which they relate. The number of performance shares has
been rounded to the nearest whole share.

<F2> In the case of stock options, represents the difference between
the December 31, 1998 closing price of the Company's Voting Common
Stock ($46 2/3, adjusted for the 3 for 2 stock split) and the
exercise price of the option multiplied by the number of shares
underlying the option. In the case of performance shares,
represents the December 31, 1998 closing price multiplied by the
number of performance shares.
</TABLE>

RETIREMENT PLANS

Certain of the Company's employees participate in the GenAmerica
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, 1999.

<TABLE>
PENSION PLAN AND RGA AUGMENTED PLAN
<CAPTION>
YEARS OF SERVICE
----------------

REMUNERATION 5 10 15 20 25 30 35
- ------------ - -- -- -- -- -- --
<S> <C> <C> <C> <C> <C> <C> <C>
$100,000 $ 7,426 $14,851 $22,277 $ 29,702 $ 37,128 $ 44,553 $ 53,412
125,000 9,551 19,101 28,652 38,202 47,753 58,055 69,661
150,000 11,676 23,351 35,027 46,702 58,378 71,982 85,910
175,000 13,801 27,601 41,402 55,202 69,661 85,910 102,158
200,000 15,926 31,851 47,777 63,702 81,267 99,837 118,407
225,000 18,051 36,101 54,152 72,202 92,873 113,765 134,656
250,000 20,176 40,351 60,527 81,267 104,480 127,692 150,905
275,000 22,301 44,601 66,902 90,552 116,086 141,620 167,153
300,000 24,426 48,851 73,277 99,837 127,692 155,547 183,402
325,000 26,551 53,101 79,652 109,122 139,298 169,475 199,651
350,000 28,676 57,351 86,027 118,407 150,905 183,402 215,900
375,000 30,801 61,601 92,873 127,692 162,511 197,330 232,148
400,000 32,926 65,851 99,837 136,977 174,117 211,257 248,397
</TABLE>

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, 19 years; Mr. Atkinson,
11 years; and Mr. Lay, 7 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, $375,797; for Mr. Atkinson, $244,438; and for Mr. Lay,
$189,750. 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.

14
<PAGE>
<PAGE>

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

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

OTHER EMPLOYMENT ARRANGEMENTS

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

The Company has agreed to pay Mr. Watson a production bonus equal
to 2.5 cents per $1,000 of new business generated through the Company's
Canadian subsidiaries. Pursuant to a marketing agreement, the bonus was
originally paid to Intercedent Limited, a consulting firm 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 "Certain Relationships and
Related Transactions."

Mr. Woodring serves on the General American cabinet 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's performance targets are met or exceeded.
Payment of one-third of any awards will be deferred under the General
American Executive Deferred Savings Plan until Mr. Woodring's retirement
at age 65. Amounts deferred are subject to a five-year vesting schedule
and certain other conditions. Mr. Woodring received $40,300 (one-third
of which was deferred) for the three year period ending December 31,
1998. All payments under the plan are made by General American.

PERFORMANCE GRAPHS

Set forth below is a graph for the Company's Voting Common Stock
for the period beginning December 31, 1993 and ending December 31, 1998.
Following is a graph of the Company's Non-voting Common Stock for the
period beginning June 5, 1998 and ending December 31, 1998. Both graphs
compare the cumulative total return on the Company's Common Stock, based
on the market price of the Common Stock and assuming reinvestment of
dividends, with the cumulative total return of companies in the Standard
& Poor's 500 Stock Index and the Standard & Poor's Insurance
(Life/Health) Index. The indices are included for comparative purposes
only. They do not necessarily reflect management's opinion that such
indices are an appropriate measure of the relative performance of the
Company's Common Stock, and are not intended to forecast or be
indicative of future performance of the Common Stock. All information
regarding the Company's Common Stock has been adjusted to give effect to
the Company's three-for-two stock splits in August 1997 and February
1999.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN<F*>
AMONG REINSURANCE GROUP OF AMERICA, INCORPORATED (VOTING),
THE S & P 500 INDEX
AND THE S & P INSURANCE (LIFE/HEALTH) INDEX

[GRAPH]
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
-------------------------------------------------------------------
12/93 12/94 12/95 12/96 12/97 12/98
<S> <C> <C> <C> <C> <C> <C>
REINSURANCE GROUP OF AMERICA,
INCORPORATED (VOTING) 100 90 135 175 239 395
S & P 500 100 101 139 171 229 294
S & P INSURANCE (LIFE/HEALTH) 100 83 119 146 182 192

<FN>
<F*>$100 INVESTED ON DECEMBER 31, 1993 IN STOCK OR INDEX -
INCLUDING REINVESTMENT OF DIVIDENDS. FISCAL YEAR ENDING DECEMBER 31.
</TABLE>

16
<PAGE>
<PAGE>

COMPARISON OF 7 YEAR CUMULATIVE TOTAL RETURN<F*>
AMONG REINSURANCE GROUP OF AMERICA, INCORPORATED
(NON-VOTING),
THE S & P 500 INDEX
AND THE S & P INSURANCE (LIFE/HEALTH) INDEX

[GRAPH]
<TABLE>
<CAPTION>

CUMULATIVE TOTAL RETURN
-------------------------------------------
6/4/98 6/98 9/98 12/98
<S> <C> <C> <C> <C>
REINSURANCE GROUP OF AMERICA,
INCORPORATED (NON VOTING) 100 164 165 194
S & P 500 100 104 94 114
S & P INSURANCE (LIFE/HEALTH) 100 101 84 99

<FN>
<F*>$100 INVESTED ON JUNE 4, 1998 IN STOCK OR ON MAY 31, 1998
IN INDEX - INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING DECEMBER 31.
</TABLE>

17
<PAGE>
<PAGE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company was incorporated in December 1992, at which time it
was owned 100% by General American Life Insurance Company ("General
American"). In May 1993, the Company completed an initial public
offering of its Common Stock (the "IPO"). General American retains
beneficial ownership of approximately 64% of the Company's Voting Common
Stock, and approximately 53% of all outstanding stock.

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

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

General American and RGA Re entered into a marketing agreement
effective January 1, 1993 whereby General American agreed to amend and
terminate its assumed and retrocession reinsurance agreements only at
RGA Re's direction, thus giving RGA Re the contractual right to direct
future changes to existing reinsurance agreements. Under the terms of
the marketing agreement, General American further agreed to enter into
additional reinsurance agreements as a reinsurer only at RGA Re's
direction. In consideration of its services under the marketing
agreement and in recognition of its continuing liability under the
reinsurance agreements retroceded to RGA Re pursuant to the General
American Retrocession Agreement, General American charges RGA Re an
annual amount, payable in quarterly installments, equal to 0.25% of
specified policy-related liabilities that are associated with existing
and future treaties written by General American for the benefit of RGA
Re. The specified policy-related liabilities on which the marketing fee
is based consist of gross reserves for reinsurance assumed by General
American plus gross policy and contract claim liabilities related
thereto, less (i) reserve credits taken for reinsurance retroceded, (ii)
the reinsurance-retroceded component of policy and contract claims, and
(iii) total policy loans outstanding for reinsurance assumed by General
American, as such items are reflected on the statutory financial
statements. The marketing agreement expires on January 1, 2000. RGA Re
may, at its sole option, terminate the marketing agreement at any time.
The Company paid General American approximately $95,000 for its services
under the marketing agreement in 1998.

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

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

Under two administrative services agreements entered into as of
January 1, 1993, General American has agreed to provide RGA and RGA Re,
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 1998 was approximately $2,717,000.

Under separate investment advisory agreements, Conning Asset
Management Company ("Conning"), a majority-owned subsidiary of General
American, manages certain investment portfolios of RGA, RGA Re, RGA
Canada, RGA Australian Holdings, PTY, Limited and RGA Reinsurance
Company (Barbados) Ltd. and services commercial mortgages on behalf of
RGA Re. The Company made payments to Conning of approximately $2,873,000
for investment advisory services in 1998. As part of its investment
advisory services, Conning also originates commercial mortgages on
behalf of RGA Re. Conning generally receives a fee associated with the
origination of such loans in the amount of 1% of the loan balance, which
is paid by the borrower. 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
$2,954,000 as of December 31, 1998.

The Company conducts its business primarily from premises leased
by RGA Re from General American. RGA Re made rental payments to General
American principally for office space and equipment of approximately
$1,628,000 in 1998.

The Company has direct policies and reinsurance agreements with
General American and certain of its subsidiaries. These agreements are
terminable by either party on 90 days' written notice with respect to
new business only. The Company reflected earned gross premiums pursuant
to these agreements of approximately ($1,690,000) in 1998. The earned
premiums reflect the net of business assumed from and ceded to General
American and its subsidiaries. The stable value products reinsured by
the Company are also General American products. Deposits from stable
value products totaled approximately $700,900,000 in 1998. In addition,
the Company entered into annuity reinsurance transactions during 1998
with Cova Financial Services Life Insurnace Company, a subsidiary of
General American. Deposits related to this business were approximately
$112,700,000 as of December 31, 1998.

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. 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 which owns approximately 50% of
the non-voting special shares of Insource. Intercedent Limited is
entitled to receive up to 50% of Insource's revenues relating to
business generated on behalf of the Company. The Company paid Insource
approximately $422,100 during 1998 pursuant to this agreement. 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. 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 "Executive Compensation -
Summary Compensation Table."

General American, RGA and RGA Re were parties to a shareholders'
agreement with the minority shareholders of Fairfield Management Group,
Inc. ("Fairfield"), formerly a subsidiary of RGA Re. The

shareholders' agreement provided, among other things, that the minority
shareholders (who collectively owned 4,900 shares of Fairfield) had the
right, at any time after December 31, 1997, to put all of their shares
in Fairfield to RGA at the greater of $504.40 per share or the then
current adjusted book value per share of Fairfield (the "Modified Book
Value Price"), or to convert all of their shares into Voting Common
Stock of RGA at a conversion ratio based on the aforementioned price and
the then-current value of RGA Common Stock, provided that such
conversion would not reduce General American's ownership interest in RGA
below 51%. The minority shareholders exercised their put options
effective January 1, 1998, for which the Company paid a total of
$4,356,873.

ITEM 2 - SALE OF STOCK TO GENAMERICA OR ITS AFFILIATES

The second item to be acted upon at the Annual Meeting is a
proposal to authorize future sales of the Company's equity securities,
including Voting Common Stock, Non-Voting Common Stock or other
securities convertible into or exercisable for Voting Common Stock or
Non-Voting Common Stock ("Equity Securities"), from time to time to
GenAmerica Corporation ("GenAmerica") or its affiliates, upon the terms
and conditions described below.

BACKGROUND

The principal beneficial shareholder of the Company is GenAmerica,
which is a wholly-owned subsidiary of GAMHC. See "Item 1 - Election of
Directors - Common Stock Ownership of Management and Certain Beneficial
Owners." The Company desires to have the flexibility to allow
GenAmerica to participate in equity capital fund raising activities
which the Company may undertake from time to time in the future. By
participating in such activities, GenAmerica would be able to maintain
its relative ownership percentage in the Company if it so desired. New
York Stock Exchange ("NYSE") rules generally require approval by the
Company's shareholders of any issuance of Equity Securities to
GenAmerica or its affiliates, due to the current level of beneficial
ownership of GenAmerica (approximately 53% of the total Voting Common
Stock and Non-Voting Common Stock and approximately 64% of the Voting
Common Stock).

The Company may decide to raise equity capital at various times in
the future in order to enhance the Company's capital structure, to fund
growth opportunities or for other corporate purposes. As part of any
capital raising plan, the Company may undertake either to privately
place Equity Securities to GenAmerica and other investors, or sell
Equity Securities to GenAmerica and other investors pursuant to a public
offering. The terms of any potential sale to GenAmerica have not been
determined, but in any event would be expected to approximate the
current market value of such securities at the time of sale, as
described below. The terms of any such sale and the securities offered
therein, will be determined by the Board of Directors at that time. Any
private sales would not be registered under the Securities Act of 1933
and such shares could not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.
Any public offering would only be made by means of a prospectus and
would be subject to the registration statement becoming effective.

REASONS FOR THE PROPOSAL

The Board of Directors of the Company believes it is in the
Company's best interest to maintain the flexibility to facilitate
possible further investments in the Company by GenAmerica or its
affiliates for the reasons described below. Though the Board of
Directors has not committed to issue any Equity Securities, whether to
GenAmerica or otherwise, it believes it is desirable to have the
flexibility to do so from time to time without having to first seek
shareholder approval for each particular transaction if and when the
Board of Directors determines the issuance would be in the best
interests of shareholders.

Since the Board of Directors has not determined at this time to
issue any Equity Securities to GenAmerica or its affiliates, it has not
fully assessed all aspects of any such transaction. Any decision to
issue shares to GenAmerica or otherwise will be based on the facts and
circumstances at that time. In general, the Board of Directors believes
it may be desirable to issue Equity Securities to GenAmerica in order to
maintain a strong relationship for the following reasons:

CONTINUITY. In the event the Board of Directors decides the
Company should issue Equity Securities to GenAmerica or its affiliates,
GenAmerica may avoid dilution to its voting control. Such an issuance
may therefore reduce the risk of a disruption in the continuity of the
Company's long-term plans and objectives that might otherwise result if
GenAmerica were no longer to maintain control.

KEY EMPLOYEES. Maintenance of control by General American may
allow employees to continue to concentrate on their responsibilities
without undue concern that the future of the Company might be affected
by an unwanted takeover that could otherwise be triggered. As a result,
the Company may be better able to preserve its ability to attract and
retain qualified key employees.

BUSINESS RELATIONSHIPS. The issuance of Equity Securities to
GenAmerica may enhance existing and potential business relationships of
the Company with parties who may in the future have concern about
changes in control of the Company in the event the holdings of
GenAmerica are ever diluted. The Company may be better able to attract
joint venture and marketing partners if the Company is perceived to not
be vulnerable to a takeover or disruption due to uncertainty concerning
the Company's ownership.

FINANCING FLEXIBILITY. The Board of Directors believes that
GenAmerica, as the principal shareholder of the Company, may be willing
to invest under circumstances when public investors might not. Although
the Company believes it currently has reasonable access to public and
private capital markets, the Board of Directors believes it is in the
best interests of shareholders that the Company have ready access to all
sources of capital, including GenAmerica and its affiliates.

NEW YORK STOCK EXCHANGE RULES

Under the applicable rules of the NYSE, the shareholders of the
Company generally must approve any significant issuance of common
equity, or securities convertible into or exercisable for common equity,
by the Company to a substantial shareholder, such as GenAmerica. In
order to comply with such rules, the NYSE requires that the
Company's shareholders approve the various terms of the proposed sales,
such as the identity of the substantial shareholder, the price for the
shares, the amount of shares to be sold, the length of time during which
sales would be made, the use of proceeds from the sales and the reasons
for the sales.

TERMS OF SALES

Because the exact terms of any sale of Equity Securities to
GenAmerica are not known at this time, the Company proposes that the
shareholders vote in favor of Item 2 to approve the sale of shares
subject to certain specific terms and conditions. Under the proposal,
the Board of Directors would be authorized to approve, during the next
three years, any sale of Equity Securities by the Company to GenAmerica
or its affiliates in which the number of such shares, including shares
into which such Equity Securities are convertible or exercisable, would
not exceed the number of shares that would enable GenAmerica to maintain
its then current ownership percentage of the Company's Voting Common
Stock. Any such sale would be on substantially the same terms as a sale
to unaffiliated parties.

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While the terms of a sale to GenAmerica would be substantially the
same as a sale to unaffiliated parties, it may be appropriate in certain
situations to reduce the sales price, based on expected expenses of the
sale and the availability of other sources of capital. For example, in
connection with a private placement of Equity Securities, the Company
may pay a reduced sales commission. Based on current costs associated with
capital raising transactions, the Company does not expect any reduction in
sales price to exceed 3%.

The number and kind of Equity Securities issuable to GenAmerica
under the proposal will be appropriately adjusted by the Company in the
event of any increase or decrease in the number of shares outstanding as
a result of a reorganization, merger, recapitalization,
reclassification, stock dividend, stock split, combination of shares or
other similar transaction.

The amount of Equity Securities and the sale price, conversion
price or exercise price per share, as applicable, for such shares sold
to GenAmerica or its affiliates pursuant to any sale authorized by this
Item 2 will be determined by the Board of Directors or a committee of
the Board of Directors specifically authorized to make such
determination, within the parameters of the proposal contained in this
Item 2. Such a committee will include directors who are not affiliated
with GenAmerica.

Shareholders should note that the pricing of securities
convertible or exercisable for Voting Common Stock or Non-Voting Common
Stock is typically dependent on the other terms and provisions of the
securities, including, without limitation, interest rates, term and
covenants or other restrictions, in the case of debt securities, and
term and covenants or other restrictions, in the case of other
securities, such as warrants. Accordingly, shareholders will have to
rely on the Board of Directors of the Company, if such a transaction is
ultimately approved, to ensure that the overall terms and conditions of
the securities are in the best interests of the Company.

In the event any proposed sale of Equity Securities to GenAmerica
or its affiliates materially differs from the terms described above, the
Company would expect to seek shareholder approval of such proposed sale
to the extent required under applicable NYSE rules.

Because the Company has not made a decision at this time to sell
any Equity Securities, it cannot identify the uses of any proceeds from
any sale of such shares to GenAmerica or its affiliates. The Company,
however, may use any such proceeds, among other things, to fund the
Company's continuing growth, to enhance the Company's capital structure,
to finance acquisitions, for general working capital purposes or for
other corporate purposes.

INTERESTS OF CERTAIN PERSONS IN THE PROPOSAL

Certain officers and directors of the Company are also officers
and directors of GenAmerica or its affiliates. See "Item 1 - Election
of Directors - Common Stock Ownership of Management and Certain
Beneficial Owners." As a result, such officers and directors, as well
as GenAmerica, may be deemed to have an interest in the proposal that
differs from those of other shareholders. For more information
regarding the relationships between the Company and GenAmerica and its
affiliates, see "Certain Relationships and Related Transactions."

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CERTAIN POTENTIAL DISADVANTAGES OF THE PROPOSAL

While the Board of Directors has determined that adoption of the
proposal is in the best interests of the Company and its shareholders,
the Board recognizes that the implementation of the proposal may result
in certain disadvantages. For example, since GenAmerica currently has
voting control over the Company, implementation of the proposal would
allow the Board of Directors to permit GenAmerica to maintain its voting
control of the Company. Consequently, the proposal might prevent
shareholders of the Company from selling their shares at a premium over
prevailing market prices in response to a takeover proposal and make it
more difficult to replace the current Board of Directors and management
of the Company. The Company is not aware of any such takeover proposal
at this time.

Under NYSE rules, the Company is required to submit certain
proposals to sell stock to substantial shareholders to a vote at a
meeting of all shareholders. Under the proposal, future decisions to
sell stock to GenAmerica or its affiliates would be made by the Board of
Directors without a further vote of shareholders, including, among other
things, with respect to the pricing and terms of any such sale.
Accordingly, shareholders will not have an opportunity to consider or
vote upon any such sales, to the extent the terms are consistent with
those described herein.

PROPOSAL TO APPROVE SALES TO GENAMERICA

The Company's Board of Directors has approved, and recommends that
the shareholders of the Company approve, the authorization of the Board
of Directors to approve any future sales of Equity Securities to
GenAmerica or its affiliates during the next three years, commencing on
the date of the Annual Meeting, in which the number of shares, including
shares into which such Equity Securities are convertible or exercisable,
will not exceed such number of shares (subject to adjustment, as
described above) which would enable GenAmerica to maintain its then
current ownership percentage of the Company's Voting Common Stock. Any
such sale would be made on substantially the same terms as a sale to
unaffiliated parties. The number of shares and price per share for such
a sale will be determined by the Board of Directors or a committee
thereof in accordance with the terms of this proposal.

VOTE REQUIRED

The vote required to approve this Item 2 is a majority of the
Voting Common Stock represented in person or by proxy at the Annual
Meeting. As a holder of Voting Common Stock, GenAmerica is entitled to
vote on this proposal. GenAmerica has sole voting power and beneficial
ownership with respect to approximately 64% of the Voting Common Stock.
GenAmerica has informed the Company that it intends to vote for this
Item 2; therefore approval of this Item 2 by the shareholders is
assured.

RECOMMENDATION OF THE BOARD

The Board of Directors has approved the proposal regarding future
sales of Voting Common Stock or Non-Voting Common Stock from time to
time to GenAmerica or its affiliates and recommends that shareholders
vote FOR the proposal.

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VOTING

The affirmative vote of the holders of a majority of the shares of
the Company's Voting Common Stock entitled to vote which are present in
person or represented by proxy at the 1999 Annual Meeting is required to
elect directors, to authorize the sale of shares of capital stock to
GenAmerica or its affiliates, and to act on any other matters properly
brought before the meeting. Shares represented by proxies which are
marked "withhold authority" with respect to the election of any one or
more nominees for election as directors and proxies which are marked to
deny discretionary authority on other matters will be counted for the
purpose of determining the number of shares represented by proxy at the
meeting. Such proxies will thus have the same effect as if the shares
represented thereby were voted against such nominee or nominees and
against such other matters, respectively. If a broker indicates on the
proxy that it does not have discretionary authority as to certain shares
to vote on a particular matter, those shares will not be considered as
present and entitled to vote with respect to that matter. If no
specification is made on a duly executed proxy, the proxy will be voted
FOR the election of the directors nominated by the Board of Directors,
FOR the proposed authorization of sales of shares to GenAmerica and its
affiliates and in the discretion of the persons named as proxies on such
other business as may properly come before the meeting.

As of March 31, 1999, General American beneficially owned
approximately 64% of the shares of Voting Common Stock entitled to
vote at the meeting. General American has indicated its intention to
vote its shares FOR the election of directors nominated by the Board of
Directors and FOR the proposed authorization of sales of shares to
GenAmerica and its affiliates. General American's vote would be
sufficient to approve each of the proposals to be voted upon at the
meeting.

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

SHAREHOLDER PROPOSALS

Shareholder proposals submitted under the process prescribed by
the Securities and Exchange Commission (in Rule 14a-8 of the Securities
Exchange Act) for presentation at the 2000 Annual Meeting must be
received by the Company by December 16, 1999 for inclusion in the
Company's proxy statement and proxy relating to that meeting. Upon
receipt of any such proposal, the Company will determine whether or not
to include such proposal in the proxy statement and proxy in accordance
with regulations governing the solicitation of proxies.

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

In order for a Shareholder to bring other business before a
Shareholder meeting, timely notice must be given to the Company within
the time limits described above. Such notice must include a description
of the proposed business, the reasons therefor, and other matters
specified in the Company's Restated Articles of Incorporation. The Board
or the presiding officer at the Annual Meeting may reject any such
proposals that are not made in accordance with these procedures or that
are not a proper subject for Shareholder action in accordance with
applicable law. The foregoing time limits also apply in determining
whether notice is timely for purposes of rules adopted by the Securities
and Exchange Commission relating to the exercise of discretionary voting
authority. These requirements are separate from and in addition to the
requirements a Shareholder must meet to have a proposal included in the
Company's proxy statement.

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

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Please mark / X /
your vote as
indicated in
this example

MANAGEMENT RECOMMENDS A VOTE FOR THE FOLLOWING:

1. Election of Directors

FOR all nominees WITHHOLD (INSTRUCTION: to withhold
listed at right AUTHORITY authority to vote for any
(except as marked to vote for all nominees individual nominee, strike a
to the contrary) listed at right line through the nominees's
name on the list below.)
/ / / /
J. Cliff Eason, Leonard M.
Rubenstein, H. Edwin Trusheim

2. Authorize the sale of Voting Common Stock or Non-Voting
Common Stock from time to time to GenAmerica Corporation
or its affiliates.

FOR AGAINST ABSTAIN

/ / / / / /

The undersigned hereby acknowledges receipt of the Notice of
the 1999 Annual Meeting of Stockholders and the accompanying
Proxy Statement.

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

Dated this day of ____________________________, 1999

_____________________________________________________________

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

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

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^ FOLD AND DETACH HERE ^

April 23, 1999

Dear Shareholder:

We invite you to attend the 1999 Annual Meeting of Shareholders of
Reinsurance Group of America, Incorporated, to be held on May 26, 1999 in the
Marriott-West, 660 Maryville Centre Drive, St. Louis, Missouri at 2:00 p.m.

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

REINSURANCE GROUP OF AMERICA, INCORPORATED

This Proxy is Solicited on Behalf of the Board of Directors

The undersigned does hereby appoint Jack B. Lay and James E. Sherman, or
either of them, the true and lawful attorneys-in-fact, agents and proxies of
the undersigned to represent the undersigned at the Annual Meeting of the
Stockholders of REINSURANCE GROUP OF AMERICA, INCORPORATED to be held May 26,
1999, commencing at 2:00 p.m., St. Louis time, at the Marriott-West, 660
Maryville Centre Drive, St. Louis, Missouri, and at any and all adjournments
and postponements of said meeting, and to vote all the shares of Common Stock
of the Company standing on the books of the Company in the name of the
undersigned as specified and in their discretion on such other business as may
properly come before the meeting.

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

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^ FOLD AND DETACH HERE ^

APPENDIX

Pages 16 and 17 of the printed Proxy contain Performance Graphs. The
information contained in the graphs appear in the tables immediately following
the graphs.