REINSURANCE GROUP OF AMERICA INC, DEF 14A, 2000-04-14

REINSURANCE GROUP OF AMERICA INC
DEF 14A, 2000-04-14
ACCIDENT & HEALTH INSURANCE

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<PAGE> 1

SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant [X]

Filed by a party other than the registrant [ ]

Check the appropriate box:

[ ] 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:

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

(4) Date filed:

- --------------------------------------------------------------------------------
<PAGE> 2
[RGA REINSURANCE GROUP OF AMERICA INCORPORATED LOGO]

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

St. Louis, Missouri
April 14, 2000

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 24, 2000, commencing at 2:00 p.m., at which
meeting only holders of record of the Company's Common Stock at the close of
business on March 31, 2000 will be entitled to vote, for the following purposes:

1. to elect four directors;
2. to approve an amendment to the Company's Flexible Stock Option
Plan; and
3. to transact such other and further business, if any, as properly
may be brought before the meeting.

REINSURANCE GROUP OF AMERICA,
INCORPORATED

/s/ Richard A. Liddy

/s/ James E. Sherman
Secretary Chairman of the Board

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.

<PAGE> 3

[RGA REINSURANCE GROUP OF AMERICA INCORPORATED LOGO]

REINSURANCE GROUP OF AMERICA, INCORPORATED
1370 TIMBERLAKE MANOR PARKWAY, CHESTERFIELD, MISSOURI 63017-6039

PROXY STATEMENT

FOR THE
ANNUAL MEETING OF THE SHAREHOLDERS
TO BE HELD MAY 24, 2000
MARRIOTT WEST HOTEL, ST. LOUIS, MISSOURI

This proxy statement is furnished to the holders of 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 24, 2000, 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 14, 2000.

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 Common Stock can be voted only when represented by a
properly executed proxy.

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

The close of business on March 31, 2000 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, 49,869,353 shares of Common
Stock were outstanding and entitled to be voted at such meeting, with 133
holders of record. Shareholders will be entitled to cast one vote on each matter
for each share of Common Stock held of record on the record date.

A copy of the Company's Annual Report to Shareholders for the fiscal
year ended December 31, 1999 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.

<PAGE> 4

ITEM 1 - ELECTION OF DIRECTORS

The first item to be acted upon at the Annual Meeting is the election of
four directors of the Company for terms expiring at the Annual Meeting in 2003,
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.
One of the Company's directors, Leonard M. Rubenstein, resigned in September
1999. In January 2000, the Board named John H. Tweedie to fill the vacancy
created by Mr. Rubenstein's resignation and to complete the term of office,
which ends in 2002. 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. With the exception of Terrence I. Lennon
and Judy E. Weiss, the nominees are currently directors of the Company. At the
first Board meeting of 2000, the Directors decided to increase the number of
directors from nine to ten. Also, Bernard A. Edison announced his intent to
resign from the Board as of the date of the Annual Meeting. Accordingly, the
Nominating Committee of the Board has nominated Mr. Lennon and Ms. Weiss to fill
the vacancy created by Mr. Edison's resignation and the directorship created by
the increase in the number of directors to ten. All of the nominees for director
have agreed to serve if elected. The Company recommends a vote FOR the four
nominees for election to the Board.

<TABLE>
<CAPTION>
SERVED AS
DIRECTOR
NAME, AGE, PRINCIPAL OCCUPATION OR POSITION, OTHER DIRECTORSHIPS SINCE
---------------------------------------------------------------- --------
<S> <C>
TO BE ELECTED AS DIRECTORS FOR TERMS ENDING 2003:

STUART I. GREENBAUM, 63 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, 64 1993

Chairman of the Board of the Company. Currently he is Chairman,
President and Chief Executive Officer of GenAmerica Corporation, and
Chairman and Chief Executive Officer of General American Life
Insurance Company. He also is Chairman of the Board of General
American Capital Company, a registered investment company, Cova
Corporation, Paragon Life Insurance Company and Security Equity Life
Insurance Company and a number of other subsidiaries and affiliates
of General American. Mr. Liddy is a Senior Executive Vice President
of MetLife, Inc. and serves on the Executive Committee of
Metropolitan Life Insurance Company. In addition, he is a director
of Ameren Corporation, Brown Shoe Company, Conning Corporation,
Energizer Holdings, Inc., and Ralston Purina Company.

</TABLE>

<PAGE> 5

Executive Vice President, Government Relations, Compliance and Public
Relations-Metropolitan Life Insurance Company ("MetLife") since January
1998. Prior to his current position, Mr. Lennon was Senior Vice
President, Mergers and Acquisitions for MetLife from March 1994 until
January 1997, then Executive Vice President, Planning and Mergers and
Acquisitions until assuming his current position. Mr. Lennon also
serves as a director of Texas Life Insurance Company and of SSRM
Holdings, Inc.

JUDY E. WEISS, 48 -

Executive Vice President and Chief Actuary - MetLife, Inc. since
September 1999 and Executive Vice President and Chief Actuary of
MetLife since February 1998. Ms. Weiss was Senior Vice-President of
MetLife from 1991 to 1996, then served as Senior Vice President and
Chief Actuary from 1996 until February 1998.

TO CONTINUE IN OFFICE UNTIL 2002:

J. CLIFF EASON, 52 1993

President-SBC Network Services of SBC Operations, Inc. since October
1999. Prior to that, he served as President - SBC International of SBC
Communications Inc. since March 1998 and as President and CEO of
Southwestern Bell Telephone Company from February 1996 until March,
1998. Mr. Eason was President and CEO of Southwestern Bell
Communications, Inc. from July 1995 through February 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. Mr. Eason also is a
director of Telefonos de Mexico, S.A. and Williams Communications
Group, Inc.

JOHN H. TWEEDIE, 54 -

Senior Executive Vice President of MetLife, Inc. since September 1999
and Senior Executive Vice President of Finance and International -
MetLife since March 1999. Prior to that, Mr. Tweedie was Executive
Vice-President of Life Insurance for MetLife from 1994 through May 1998
and became Senior Executive Vice President of Life Insurance from May
1998 until assuming his current position. Mr. Tweedie serves as a
director of Seguros Genesis, Texas Life Insurance Company, Metropolitan
Property and Casualty Insurance Company and Fulcrum Financial Advisors.

H. EDWIN TRUSHEIM, 72 1993

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, Laclede Gas Company, and RehabCare
Corporation.

TO CONTINUE IN OFFICE UNTIL 2001:

WILLIAM A. PECK, M.D., 66 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 TIAA-CREF Trust.
</TABLE>

<PAGE> 6

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, The May Department Stores Company, and Vail Resorts, Inc.

A. GREIG WOODRING, 48

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 held a total of twelve regular and special
meetings during 1999. Each incumbent director attended at least 75% of the
meetings of the Board and committees on which he served during 1999, except for
Mr. Eason, who attended 66% of all Board and committee meetings.

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 1999. 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 five meetings in 1999. 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 1999. 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

Any director who is an officer of the Company, GenAmerica Corporation,
MetLife or any subsidiary of these companies, 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, GenAmerica
Corporation, MetLife or any of their 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 fee,
$8,000 is paid in shares of the Company's Common Stock on the date of 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 Common Stock with an exercise

<PAGE> 7

price equal to the closing price of the Common Stock on such date. On May 26,
1999, each of Messrs. Eason, Edison, Greenbaum, Peck, Stiritz, and Trusheim was
awarded an option to purchase 2,250 shares of non-voting Common Stock at an
exercise price of $29.94 per share, the closing price of the Company's
non-voting Common Stock on the date of grant. The grants were adjusted to 2,183
options for each director in September 1999, as a result of the discontinuance
and conversion of the Company's class of non-voting stock to voting Common
Stock. The options become fully vested on the first anniversary of the grant.

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

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

COMMON STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table sets forth, as of March 31, 2000, certain stock
ownership information with respect to: 1) each person known to the Company to be
the beneficial owner of 5% or more of the Company's outstanding Common Stock,
and 2) certain information with respect to the ownership of Common Stock by (i)
each director and nominee for director of the Company, (ii) each executive
officer of the Company named in the Summary Compensation Table, and (iii) all
directors, nominees, and executive officers as a group.

<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
---------------- -------------------- --------
<S> <C> <C>
PRINCIPAL SHAREHOLDER:
Metropolitan Life Insurance Company 28,915,939(1)
One Madison Avenue 57.9%
New York, New York 10010
Wellington Management Company, LLP 3,940,601(2)
75 State Street 7.9%
Boston, Massachusetts 02109
DIRECTORS, NOMINEES AND NAMED EXECUTIVE OFFICERS:
A. Greig Woodring, Director, President, and Chief 203,898(3) *
Executive Officer (1)
J. Cliff Eason, Director 8,933(4) *
Bernard A. Edison, Director 34,073(5) *
Stuart Greenbaum, Director 7,131(4) *
Richard A. Liddy, Chairman (1) 116,645(6) *
William A. Peck, Director 7,358(4) *
William P. Stiritz, Director (1) 410,373(7) *
H. Edwin Trusheim, Director (1) 18,433(4) *
John H. Tweedie, Director (1) 0 *
David B. Atkinson, Executive Vice President and Chief 239,234(8) *
Operating Officer
</TABLE>

<PAGE> 8

<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
---------------- -------------------- --------
<S> <C> <C>
Jack B. Lay, Executive Vice President and Chief 40,857(10) *
Financial Officer
Andre St-Amour, President, RGA Life Reinsurance Company 36,414(11) *
of Canada
Graham Watson, Executive Vice President and Chief 25,787(12) *
Marketing Officer
All directors and executive officers 1,328,241(13) 2.7%
as a group (22 persons)
</TABLE>

* Less than one percent.

(1) On November 23, 1999, Metropolitan Life Insurance Company ("MetLife")
purchased 4,784,689 shares of RGA Common Stock through a private
placement. On January 6, 2000, MetLife indirectly acquired shared
voting and investment power of an additional 24,131,250 shares through
its acquisition of GenAmerica Corporation. Shares beneficially owned by
GenAmerica Corporation were held by Equity Intermediary Company, a
wholly-owned subsidiary of General American Life Insurance Company
("General American"). General American is a wholly-owned subsidiary of
GenAmerica Corporation, which is now a wholly-owned subsidiary of
MetLife. Mr. Liddy is also a director and executive officer of
GenAmerica Corporation and General American, an executive officer of
MetLife, and serves on MetLife's Executive Committee. Mr. Woodring is an
executive officer of General American. Messrs. Edison, Stiritz, and
Trusheim are directors of GenAmerica Corporation and General American.
Messrs. Tweedie and Lennon and Ms. Weiss are executive officers of
MetLife. These individuals disclaim beneficial ownership of the shares
beneficially owned by MetLife.
(2) Wellington Management Company, LLP is an investment adviser. Shares are
owned of record by its clients, none of whom is known to have voting or
dispositive power for 5 percent or more of the Company's outstanding
shares. Wellington Management has shared voting power of 3,360,759
shares and shared dispositive power of 3,905,601 shares.

(3) Includes 159,781 shares of Common Stock subject to stock options that
are exercisable within 60 days. Also includes 15,000 shares of
restricted Common Stock that are subject to forfeiture in accordance
with the terms of the specific grant, as to which Mr. Woodring has no
investment power.
(4) Includes 6,683 shares of Common Stock subject to stock options that are
exercisable within 60 days.
(5) Includes 6,683 shares of Common Stock subject to stock options that
are exercisable within 60 days. Also includes 5,820 shares that are
owned by Mr. Edison's spouse and over which he has no voting or
investment power and for which he disclaims beneficial ownership. Also
includes 2,910 shares that are held in trust for the benefit of Mr.
Edison's son and for which he is co-trustee together with his son, with
shared voting and investment power and for which he disclaims beneficial
ownership. Also includes 2,910 shares owned by a general partnership in
which Mr. Edison holds an ownership interest, and for which he has
shared voting and investment power and he disclaims beneficial ownership
of such shares except to the extent of his pecuniary interest therein.
(6) Includes 90,562 shares of Common Stock subject to stock options that are
exercisable within 60 days. Also includes 26,083 shares of Common Stock
held in a joint account with Mr. Liddy's wife, an account over which he
has shared voting and investment power.
(7) Includes 6,683 shares of Common Stock subject to stock options that are
exercisable within 60 days. Also includes 137,490 shares owned by his
wife and children over which Mr. Stiritz has no investment or voting
power and of which he disclaims beneficial ownership.
(8) Includes 109,741 shares of Common Stock subject to stock options that
are exercisable within 60 days and 2,250 shares held by Mr. Atkinson's
children. Also includes 6,548 restricted shares of Common Stock that are
subject to forfeiture in accordance with the terms of the specific
grant, as to which Mr. Atkinson has no investment power.
(10) Includes 32,509 shares of Common Stock subject to stock options that are
exercisable within 60 days and 1,800 shares jointly owned with Mr. Lay's
spouse. Also includes 6,548 restricted shares of Common Stock that are
subject to forfeiture in accordance with the terms of the specific
grant, as to which Mr. Lay has no investment power
(11) Includes 31,164 shares of Common Stock subject to stock options that are
exercisable within 60 days.
(12) Includes 18,800 shares of Common Stock subject to stock options that are
exercisable within 60 days and 6,187 shares owned by Intercedent
Limited, a Canadian corporation of which Mr. Watson has a majority
ownership interest.
(13) Includes a total of 724,711 shares of Common Stock subject to stock
options that are exercisable within 60 days; 28,096 shares of restricted
Common Stock that are subject to forfeiture in accordance with the terms
of the specific grant, as to which the individual has no investment
power; and shares for which ownership has been disclaimed as described
above.

<PAGE> 9

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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

Based solely on the Company's review of the copies of such forms it has
received, or written representations from certain reporting persons, the Company
believes that all its directors, executive officers, and greater than 10%
beneficial owners complied with all filing requirements applicable to them with
respect to transactions during 1999.

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 GenAmerica
Management Corporation and are not compensated by the Company.

BASE SALARIES

The Company has eleven salaried executive officers. In forming its
recommendations on the overall salary program for executive officers, the
Compensation Committee has from time to time engaged an independent consulting
firm to determine how the Company's executive compensation compares to that of
other publicly held insurance and reinsurance companies. In January 1999, the
Compensation Committee retained an 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

<PAGE> 10

must be met before any 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 January 2000, the Committee determined the MIP awards for 1999. The
Company exceeded its target for revenue growth in fiscal 1999, achieving a 20%
increase over 1998, and met its threshold operating earnings per share level.
Overall results were affected by capital losses related to the recapture of the
funding agreement business. Based on these consolidated results, the average
cash payout to executive officers was approximately 28.8% of salary. Mr.
Woodring's MIP award, which is based solely on Company results for 1999, was
$264,394 or approximately 59% 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
1999 MIP award totaled $176,263, or approximately 39% 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
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 December
15 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 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 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. The
Committee awarded performance shares for fiscal 1999 at the same time as MIP
awards were made, in January 2000. The average payment in the form of
performance shares to executive officers was approximately 13.6% of salary in
1999. Mr. Woodring received 3,800.72 performance shares for 1999, which were
valued at $88,131 based on the market value of the Common Stock on the date of
grant in January 2000.

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 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.

<PAGE> 11

In 1999, the Company exceeded its target for revenue growth, achieving a
20% increase over 1998, and met its threshold earnings per share level. Overall
results were affected by capital losses related to the recapture of the funding
agreement business. Based on these results, the Committee approved 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 $9,254 for 1999,
representing approximately 1.48% 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 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. Each of these options
was converted to .97 of an option for Common Stock when the non-voting Common
Stock was converted to Common Stock in September 1999.

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 206,620
options for non-voting Common Stock (200,444 options for Common Stock, after the
conversion), including 130,165 to the Company's salaried executive officers
(126,220 options for Common Stock, after the conversion). Mr. Woodring was
awarded 26,042 options (25,261 options, post conversion). The criteria for
determining individual option grants were the same as those used in 1998. The
Committee also approved an award of 6,750 shares of restricted non-voting Common
Stock for both the COO and CFO (6,548 shares, post conversion). These shares are
not transferable for a period of ten years from the date of grant 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.

In January 2000, the Committee awarded a total of 455,017 options for
Common Stock in accordance with grant guidelines and subject to Shareholders'
approval of the Amendment to the Stock Option Plan (See Item 2 - Amendment to
Stock Option Plan). The Company's salaried executive officers were granted
201,055 of these options , of which 49,596 were awarded to Mr. Woodring. The
criteria for determining individual option grants were the same as those used in
prior years.

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.

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. Since establishment of these guidelines, the Committee has
separated the COO and CFO from the rest of the executive group in terms of
compensation review and decided that the stock ownership guidelines should be
updated to reflect that differentiation. The Committee replaced the three tier
system with a new five tier program which provides that the market value of the
Company's shares owned by the executives should be based on a multiple of the
mid-point of the executive's salary range: the CEO (3 times), the COO (2.75
times), the CFO (2.5 times) the Executive Vice Presidents (2 times) and the
Senior Vice Presidents (1 time). Although the guidelines are not mandatory, they
are intended to increase Company stock ownership by

<PAGE> 12

executive officers, which, in addition to stock options, provides the officers
with a direct economic interest in the Company.

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 1999, the Compensation Committee was comprised of Messrs. Edison
(Chairman), Eason, Greenbaum, Peck, and Stiritz. None of the members of the
Compensation Committee have been an officer or employee of the Company or any of
its subsidiaries. None of the Company's inside directors or officers serves on
the compensation committee of another company of which a member of the
Compensation Committee is an officer.

<PAGE> 13

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 1999.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION AWARDS
------------------- -----------------------------
SECURITIES ALL OTHER
RESTRICTED UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY ($)(1) BONUS ($)(2)(3) STOCK($)(4) OPTIONS(#)(5) ($)(6)
- --------------------------- ---- ------------- --------------- ----------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
A. Greig Woodring 1999 $446,923 $265,594 $-- 25,261 $13,123
President and Chief 1998 331,308 226,796 395,000 31,994 10,334
Executive Officer 1997 291,600 194,407 -- 36,900 11,871

David B. Atkinson 1999 $292,308 $154,912 $235,728 15,158 $14,071
Executive Vice President 1998 245,385 106,715 -- 18,798 12,527
and Chief Operating 1997 216,962 106,311 -- 19,800 12,581
Officer

Jack B. Lay 1999 $215,672 $69,247 $235,728 10,340 $9,987
Executive Vice President 1998 190,493 77,398 -- 14,003 9,395
and Chief Financial 1997 163,466 78,909 -- 15,300 8,818
Officer

Andre St-Amour 1999 $208,404 $104,190 -- 9,810 $5,389
President, RGA Life 1998 181,879 130,953 -- 13,285 4,551
Reinsurance Company of 1997 174,935 125,950 -- 16,200 4,821
Canada

Graham Watson(7) 1999 $223,506 $344,433 -- 10,616 $5,389
Executive Vice President 1998 194,435 405,427 -- 14,355 4,551
and Chief Marketing 1997 188,334 278,071 -- 18,225 4,821
Officer
</TABLE>

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

(1) For Messrs. Woodring, Atkinson and Lay, includes any amounts deferred at
the election of the executive officer under the RGA Re Executive Deferred
Savings Plan. Messrs. St-Amour and Watson, as non-U.S. citizens, are not
eligible to participate in such plan. Amounts for Mr. St-Amour include
amounts deferred under the Retirement Plan of RGA Life Reinsurance Company
of Canada.
(2) Includes for all named executive officers, cash bonuses earned for each
year (including any bonus deferred at the election of the executive
officer) under the Management Incentive Plan, which bonus totaled $176,263
for Mr. Woodring, $107,598 for Mr. Atkinson, $46,783 for Mr. Lay, $71,631
for Mr. St-Amour and $64,642 for Mr. Watson for 1999. 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 1999, 1998 and 1997. The amounts shown for Mr.
Watson for 1999, 1998 and 1997 also include (i) a Canadian production bonus
of $234,639, $318,858, and $193,510, respectively (see "Other Employment
Arrangements") and (ii) $15,769, $8,795 and $9,227, 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.
(3) Includes, in 1999, 1998, and 1997, the value of the following number of
performance shares awarded in January 2000, January 1999 and January 1998,
respectively, pursuant to the Executive Performance Share Plan based on the
closing price of the Common Stock on the date of award: Mr. Woodring -
3,801, 1,275, and 1,887 performance shares; Mr. Atkinson - 1,989, 732, and
1,030 performance shares; Mr. Lay - 917, 546 and 775 performance shares;
Mr. St-Amour - 1,404, 864, and 1,494 performance shares; and Mr. Watson -
1,267, 558 and 894 performance shares. For information regarding
performance shares, see "Compensation Committee Report on Executive
Compensation" and "Option/Performance Share Grants in Last Fiscal Year."
(4) As of December 31, 1998 and December 31, 1999 the value of Mr. Woodring's
15,000 shares of restricted Common Stock was $700,000 and $416,250,
respectively. Dividends are paid on restricted stock. On January 1, 1999,
Messrs. Atkinson and Lay were each granted 6,750 restricted shares of
non-voting Common Stock. The non-voting Common Stock was discontinued and
each share converted to .97 of voting Common Stock. Post conversion,
Messrs. Atkinson and Lay each own 6,548 restricted shares, the value of
which was $181,707 as of December 31, 1999.

<PAGE> 14

(5) See "Option/Performance Share Grants in Last Fiscal Year." Options were
granted in 1999 for shares of non-voting Common Stock, now discontinued and
converted to voting Common Stock. Option totals for 1999 have been adjusted
for the .97 stock conversion effective in September 1999.
(6) For Messrs. Woodring, Atkinson and Lay, amounts represent contributions
made by RGA Re in 1999, 1998, and 1997 to the officers' accounts in the RGA
Re Profit Sharing Plan and the RGA Re Augmented Benefit Plan. Amounts for
Messrs. St-Amour and Watson represent contributions made to their accounts
by RGA Canada under its Retirement Plan.
(7) Mr. Watson is a majority owner and 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."

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 1999. Option and performance share totals have
been adjusted to give effect to the conversion of each share of the Company's
non-voting Common Stock to .97 share of voting Common Stock in September 1999.

OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES
NUMBER OF SECURITIES % OF TOTAL OF STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR FOR OPTION TERM (4)
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION ---------------------------
NAME GRANTED (#)(1)(2) FISCAL YEAR ($/SH)(3) DATE 5% ($) 10% ($)
- ---- --------------------- ----------- ----------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
A. Greig Woodring 25,261 options 13 % $36.00 1/1/2009 $571,914 $1,449,343
3,801 performance 16% $23.19 N/A $143,564 $228,601
shares

David B. Atkinson 15,158 options 8% $36.00 1/1/2009 $343,180 $869,686
1,989 performance 9% $23.19 N/A $75,125 $119,623
shares
10,340 options
Jack B. Lay 917 performance 5% $36.00 1/1/2009 $234,100 $593,255
shares 4% $23.19 N/A $34,635 $55,151

Andre St-Amour 9,810 options 5% $36.00 1/1/2009 $222,100 $562,846
1,404 performance shares 6% $23.19 N/A $53,029 $84,440

Graham Watson 10,616 options 5% $36.00 1/1/2009 $240,348 $609,090
1,267 performance shares 5% $23.19 N/A $47,855 $76,200
</TABLE>

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

(1) The options become exercisable in 20% increments on each of January 1,
2000, 2001, 2002, 2003 and 2004. 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 1999. The
Company granted additional stock options to each of the named executive
officers in January 2000, which options are not reflected in the table.
(2) Performance share grants shown were approved in January 2000, but are
included as 1999 grants because they comprise a part of the officers' 1999
bonus. See "Compensation Committee Report on Executive Compensation." Each
performance share represents the equivalent of one share of Common Stock.
Payment with respect to vested performance shares is made in the form of
cash or shares of Common Stock, as determined by the Compensation
Committee: (i) 24 months after termination of employment; (ii) immediately
upon termination of employment if termination is as a result of death,
disability, or retirement or within six months of a change in control (as
such terms are defined in the Executive Performance Share Plan); (iii) when
the participant exercises stock options, at the participant's election; or
(iv) after the last day of any calendar year in which the value of the
participant's vested performance shares exceeds 500% of his target bonus
payable with respect to that year under the MIP. Performance shares awarded
to Messrs. Woodring, Atkinson and Lay vest in one-third increments on each
of December 31, 2000, 2001, and 2002 and performance shares awarded to
Messrs. St-Amour and Watson, who are Canadian citizens, vest in full on
December 15, 2002.
(3) For stock options, amount represents the exercise price per share of Common
Stock, which is the closing price of the Common Stock on the date of grant.
For performance shares, amount represents the closing price of the Common
Stock on the date of award.

<PAGE> 15

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

AGGREGATED OPTION/PERFORMANCE SHARE EXERCISES AND YEAR-END OPTION/PERFORMANCE
SHARE VALUES

The table below provides certain information for each of the named
executive officers concerning exercises of options during 1999 and the value of
unexercised options at December 31, 1999.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES ACQUIRED ON VALUE UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
EXERCISE (#) REALIZED($) OPTIONS AT DECEMBER 1999(1) AT 12/31/99(2)

NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ------------------------- -------------------------
<S> <C> <C> <C> <C>
A. Greig Woodring 0 options $0 159,781/116,908 options $ 1,355,622/$1,111,747
0 performance shares $0 18,711/1,492 performance shares $519,230/$41,403

David B. Atkinson 0 options $0 109,741/65,695 options $ 904,747/$608,842
0 performance shares $0 11,175/838 performance shares $310,106/$23,255

Jack B. Lay 0 options $0 32,509/30,331 options $319,698/$174,669
0 performance shares $0 8,414/628 performance shares $233,489/$17,427

Andre St-Amour 2,000 options $57,031 31,194/32,608 options $300,158/$219,776
2,001 performance $55,527 0/2,383 performance shares $0/$66,128
shares

Graham Watson 0 options $0 18,800/24,396 options $89,843/$66,676
1,813 performance $50,310 0/1,467 performance shares $ 0/$40,709
shares
</TABLE>

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

(1) The Company granted stock options to senior management, including each
of the named executive officers, in January 2000. The 2000 options,
which are not currently exercisable, are not reflected in the table.
Although exercisable, performance shares can be paid out only in
certain limited circumstances. See "-Option/Performance Share Grants in
Last Fiscal Year." Performance shares include dividend equivalent
rights that are payable in performance shares and vest in proportion to
the performance shares to which they relate. The number of performance
shares has been rounded to the nearest whole share.
(2) In the case of stock options, represents the difference between the
December 31, 1999 closing price of the Company's Common Stock ($27.75)
and the exercise price of the option multiplied by the number of shares
underlying the option. In the case of performance shares, value
represents the December 31, 1999 closing price multiplied by the number
of performance shares.

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.

<PAGE> 16

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, 2000.

PENSION PLAN AND RGA AUGMENTED PLAN

YEARS OF SERVICE

REMUNERATION 5 10 15 20 25 30 35
------------ - -- -- -- -- -- --
<S> <C> <C> <C> <C> <C> <C> <C>
$ 100,000 $ 7,359 $ 14,719 $ 22,078 $ 29,437 $ 36,796 $ 44,156 $ 82,845

125,000 9,484 18,969 28,453 37,937 47,421 57,488 69,094

150,000 11,609 23,219 34,828 46,437 58,046 71,415 85,343

175,000 13,734 27,469 41,203 54,937 69,094 85,343 101,591

200,000 15,859 31,719 47,578 63,437 80,700 99,270 117,840

225,000 17,984 35,969 53,953 71,937 92,306 113,198 134,089

250,000 20,109 40,219 60,328 80,700 103,913 127,125 150,338

275,000 22,234 44,469 66,703 89,985 115,519 141,053 166,586

300,000 24,359 48,719 73,078 99,270 127,125 154,980 182,835

325,000 26,484 52,969 79,453 108,555 138,731 168,908 199,084

350,000 28,609 57,219 85,828 117,840 150,338 182,835 215,333

375,000 30,734 61,469 92,306 127,125 161,944 196,763 231,581

400,000 32,859 65,719 99,270 136,410 173,550 210,690 247,830
</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, 20 years; Mr. Atkinson, 12 years; and
Mr. Lay, 8 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, $446,364; for Mr. Atkinson, $284,496; and for Mr. Lay,
$215,921. 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

<PAGE> 17

calculated using a minimum benefit formula that provides for a direct offset of
a portion of the applicable Social Security Primary Insurance Amount.

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

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

OTHER EMPLOYMENT ARRANGEMENTS

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 $44,821 (one-third of which was
deferred) for the three year period ending December 31, 1999. All payments under
the plan are made by General American.

<PAGE> 18

PERFORMANCE GRAPH

Set forth below is a graph for the Company's Common Stock for the
period beginning December 31, 1994 and ending December 31, 1999. It also
includes data for the discontinued class of non-voting Common Stock, which was
issued June 4, 1998, then converted to voting Common Stock as of September 14,
1999. The graph compares 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.

Reinsurance Group Amer Inc (RGA)

CUMULATIVE TOTAL RETURN
--------------------------------------------------------
12/94 3/95 6/95 9/95 12/95 3/96 6/96 9/96
<S> <C> <C> <C> <C> <C> <C> <C> <C>
REINSURANCE GROUP OF AMERICA, INCORPORATED 100 74 78 96 100 100 103 121
REINSURANCE GROUP OF AMERICA, INCORPORATED CLASS A
(discontinued and converted to voting Common Stock,
Sept. 14, 1999)
S&P 500 100 110 120 130 138 145 151 156
S&P INSURANCE (LIFE/HEALTH) 100 117 118 134 144 151 148 154

Reinsurance Group Amer Inc (RGA)

CUMULATIVE TOTAL RETURN
-----------------------------------------------------------
12/96 3/97 6/97 9/97 12/97 3/98 6/4/98 6/98
<S> <C> <C> <C> <C> <C> <C> <C> <C>
REINSURANCE GROUP OF AMERICA, INCORPORATED 130 134 159 169 177 208 246
REINSURANCE GROUP OF AMERICA, INCORPORATED CLASS A
(discontinued and converted to voting Common Stock,
Sept. 14, 1999) 100 164
S&P 500 169 174 204 219 226 257 266
S&P INSURANCE (LIFE/HEALTH) 175 186 214 220 219 250 235

Reinsurance Group Amer Inc (RGA)

CUMULATIVE TOTAL RETURN
----------------------------------------------------
9/98 12/98 3/99 6/99 9/14/99 9/99 12/99
<S> <C> <C> <C> <C> <C> <C> <C>
REINSURANCE GROUP OF AMERICA, INCORPORATED 246 292 267 221 161 175
REINSURANCE GROUP OF AMERICA, INCORPORATED CLASS A
(discontinued and converted to voting Common Stock,
Sept. 14, 1999) 165 194 163 163 132
S&P 500 239 290 305 326 306 351
S&P INSURANCE (LIFE/HEALTH) 196 232 226 236 179 199
</TABLE>

<PAGE> 19

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 48%
of the Company's outstanding stock. In November 1999, Metropolitan Life
Insurance Company ("MetLife") acquired beneficial ownership of approximately 9%
of the Company's outstanding stock in a private placement. Subsequently, on
January 6, 2000, MetLife purchased 100% of GenAmerica Corporation, including its
wholly-owned subsidiary, General American and the shares of the Company's stock
beneficially owned by General American. This purchase brought MetLife's
beneficial ownership of the Company's outstanding shares to its current level of
approximately 58%.

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 existing assumed and retroceded reinsurance agreements pursuant to the
Retrocession Agreements only at the direction of RGA Reinsurance, thus giving
RGA Reinsurance the contractual right to direct future changes to existing
reinsurance agreements. In consideration of its services under the marketing
agreement and in recognition of its 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 Company paid
General American approximately $77,000 for its services under the marketing
agreement in 1999. The marketing agreement expired on January 1, 2000 and the
Company is currently in the process of extending the agreement to December 31,
2000. Existing reinsurance agreements executed pursuant to the marketing
agreement will continue, but due to the expiration of the marketing agreement,
General American is no longer obligated to assume reinsurance business on the
Company's behalf. In addition, General American is no longer precluded from
competing with the Company. The management of General American, however, has
indicated that it has no current plans to compete with RGA Reinsurance. Although
primary insurers must look to General American for payment in the first instance
with respect to existing reinsurance business written through General American,
the Company will be ultimately liable to General American with respect to such
reinsurance

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

<PAGE> 20
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 1999 was
approximately $2,236,000.

Conning Asset Management Company ("Conning"), a wholly-owned subsidiary
of Conning Corporation which, in turn, is 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 under separate investment
advisory agreements. The Company incurred costs of approximately $2,790,000 for
investment advisory services in 1999. 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 $6,373,000 as of December 31, 1999.

Until September 1999, the Company conducted 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
$1,125,000 in 1999. In September 1999, the Company leased space from a joint
venture formed by Conning and The Pauls Corporation. The current monthly payment
for rent and operating expenses is approximately $192,000.

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 $22,440,000 in 1999. The earned premiums reflect the net of
business assumed from and ceded to General American and its subsidiaries. Until
September 30, 1999, the Company reinsured a block of funding agreement business
from General American. General American recaptured the entire block of business
during the month of September. In the second quarter of 1997, the Company
entered into an annuity reinsurance transaction with Cova Financial Services
Life Insurance Company ("Cova"), a subsidiary of General American. On December
1, 1999, Cova recaptured the entire block of annuities it had reinsured with the
Company.

The Company has reinsurance agreements with MetLife and certain of its
subsidiaries. Under these agreements, the Company reflected earned premiums of
approximately $107.9 million, $113.2 million and $62.4 million in 1999, 1998 and
1997, respectively. The earned premiums reflect the net of business assumed from
and ceded to MetLife and its subsidiaries. The pre-tax gain on this business was
approximately $12.2 million, $12.8 million and $11.6 million in 1999, 1998 and
1997, respectively.

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 $281,000 during 1999 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

<PAGE> 21

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."

ITEM 2 - AMENDMENT TO THE FLEXIBLE STOCK PLAN

The second item to be acted upon at the Annual Meeting is a proposal to
amend the Company's Flexible Stock Option Plan ("Plan") in order to increase the
number of shares under the Plan for which options, performance shares and other
stock-based awards are granted.

The Plan provides for the grant of stock options and other stock-based
awards to officers and key employees of the Company and its subsidiaries. Under
the Plan, a maximum of 1,986,564 shares are presently authorized for issuance
from treasury stock or authorized but unissued shares. Currently, 373,525 shares
are available for future grants. The amended Plan increases the total number of
shares authorized for issuance by 1,500,000, for a total of 3,486,564. Under the
Plan, the number of authorized shares is increased each year by 5%, effective
each January 1.

The Board of Directors believes that the increase in the number of
shares authorized for issuance under the amended Plan is appropriate and will
enhance the ability of the Company to continue to reward and provide incentives
to its key employees as well as to attract and retain qualified individuals as
employees of the Company. The total number of shares authorized for issuance, if
ultimately issued, would represent approximately 4% of the Company's current
shares outstanding under the current Plan and approximately 7% under the amended
Plan.

DESCRIPTION OF THE PLAN

The Plan is administered by the Compensation Committee of the Board of
Directors (the "Committee"), which consists of five outside directors of the
Company. The Committee, by majority action, is authorized to determine the
individuals to whom the benefits will be granted, the type and amount of such
benefits and the terms of the benefit grants, as well as to interpret the Plan
and to make all other determinations necessary or advisable for the
administration of the Plan to the extent not contrary to the provisions of the
Plan. The Committee makes its determinations under the Plan based upon the
recommendations of the Chief Executive Officer and management of the Company,
information made available to the Committee and the Committee's judgment as to
the best interests of the Company and its shareholders.

Under the terms of the Plan, Participants, which may include employees
of the Company and its subsidiaries, employees and owners of entities which have
a direct or indirect ownership interest in the Company or in which the Company
has a direct or indirect ownership interest, individuals who are employed by or
owners of client companies or suppliers of the Company and individuals who are
employed by or owners of companies that render services to the Company, as
determined in the Committee's sole discretion, are eligible to receive: (a)
stock options exercisable into shares of the Company's Common Stock which may or
may not qualify as incentive stock options within the meaning of Section 422 of
the Internal Revenue Code, as amended; (b) stock appreciation rights; (c)
restricted shares of the Company's Common Stock; and (d) performance shares. As
provided in the Plan, the Committee has complete discretion to determine the
type and number of benefits granted to any Participant and the terms and
conditions that attach to each grant. Such terms and conditions are not
necessarily uniform among different Participants. The receipt by a Participant
of one type of grant under the Plan does not entitle the Participant to receipt
of any other type of grant.

Stock Options. The Committee may grant stock options, which entitle the
Participant to purchase the Company's Common Stock at a price established by the
Committee, and that price will not be less than the Fair Market Value of the
Company's Common Stock on the date of the grant. "Fair Market Value" means the
closing price of shares on the New York Stock Exchange on a given

<PAGE> 22

date. The Committee determines the term of the stock options, including the
times and conditions under which the options become exercisable. Options under
the Plan must be granted before July 1, 2008. The maximum number of shares with
respect to which options may be granted to any participant in any one year
period may not exceed 200,000 shares.

Stock Appreciation Rights ("SARs"). The Committee may grant SARs, which
gives the Participant a right to receive payment in an amount equal to the
appreciation, if any, in the Fair Market Value of a share from the date of the
grant to the date of its payment. Such payment is made in cash, in Common Stock
or in any combination of cash and Common Stock, as the Committee may determine.
The maximum number of SARs that may be granted to any participant in any one
year period is 15,000.

Restricted Stock. The Committee may grant benefits under the Plan in
the form of Restricted Stock. Shares of Restricted Stock are issued and
delivered at the time of the grant but are subject to forfeiture as provided in
the grantee's individual agreement. The grantee is entitled to full voting and
dividend rights with respect to all shares of Restricted Stock from the date of
grant, but cannot transfer such shares until all restrictions have been
satisfied. Grants are made at a per share cost equal to the par value.

Performance Shares. Performance Shares are the right of an individual
to whom a grant of such shares is made to receive shares or cash equal to the
Fair Market Value of such shares at a future date in accordance with the terms
of such grant. Generally, such right is based upon the attainment of targeted
profit and/or performance objectives.

The Plan is to remain in effect until it is terminated by the Board of
Directors. The Board, in its sole discretion, may terminate the Plan at any time
and from time to time may amend or modify the Plan, subject to prior shareholder
approval when required under Rule 16b-3 of the Securites Exchange Act of 1934 or
other applicable regulation or under the terms of the Plan. No amendment,
modification or termination of the Plan will adversely affect a Participant's
right to any benefit granted under the Plan prior to such amendment or
termination.

FEDERAL INCOME TAX CONSEQUENCES

No income will be realized by a participating officer or employee on
the grant of a stock option or upon the award of restricted stock, and the
Company will not be entitled to a deduction at such time. If a Participant
exercises an incentive stock option and does not dispose of the shares acquired
within two years from the date of the grant, or within one year from the date of
exercise of the option, no income will be realized by the Participant at the
time of exercise. The Company will not be entitled to a deduction by reason of
the exercise.

If a Participant disposes of the shares acquired pursuant to an
incentive stock option within two years from the date of grant of the option or
within one year from the date of exercise of the option, the Participant will
realize ordinary income at the time of disposition which will equal the excess,
if any, of the lesser of (a) the amount realized on the disposition, or (b) the
Fair Market Value of the shares on the date of exercise, over the Participant's
basis in the shares. The Company generally will be entitled to a deduction in an
amount equal to such income in the year of the disqualifying disposition.

Upon the exercise of a non-qualified option, the excess, if any, of the
Fair Market Value of the stock on the date of exercise over the purchase price
is ordinary income to the holder as of the date of exercise. The Company
generally will be entitled to a deduction equal to such excess amount in the
year of exercise.

<PAGE> 23

Subject to a voluntary election by the Participant under Section 83(b)
of the Internal Revenue Code of 1986, as amended (the "Code"), a Participant
will realize income as a result of the award of restricted stock at the time the
restrictions expire on such shares. An election pursuant to Section 83(b) of the
Code would have the effect of causing the Participant to realize income in the
year in which such award was granted. The amount of income realized will be the
difference between the Fair Market Value of the shares on the date such
restrictions expire (or on the date of issuance of the shares, in the event of a
Section 83(b) election) over the purchase price, if any, of such shares. The
Company generally will be entitled to a deduction equal to the income realized
in the year in which the Participant is required to report such income.

An employee will realize income as a result of a Performance Award at
the time the award is issued or paid. The amount of income realized by the
Participant will be equal to the Fair Market Value of the shares on the date of
issuance, in the case of a stock award, and to the amount of cash paid, in the
event of a cash award. The Company will be entitled to a corresponding deduction
equal to the income realized in the year of such issuance or payment.

In January 2000, the Company's Compensation Committee awarded stock
options as indicated in the following table, with a strike price of $23.1875,
the closing price of the stock as of the date of the award. This option award is
subject to Shareholders' approval of the proposed amendment to the Plan.

2000 STOCK OPTIONS GRANTED
FLEXIBLE STOCK OPTION PLAN

NAME AND POSITION NUMBER OF OPTIONS
----------------- -----------------
<S> <C>
A. Greig Woodring 49,596
President and CEO

David B. Atkinson 29,111
Executive Vice President and Chief Operating Officer

Jack B. Lay 18,976
Executive Vice President and Chief Financial Officer

Andre St-Amour 18,525
President, RGA Life Reinsurance Company of Canada

Graham S. Watson 17,587
Executive Vice President and Chief Marketing Officer

Executive Group 201,055

Non-Executive Director Group 56,250

Non-Executive Officer Employee Group 197,712

Total 455,017
</TABLE>

<PAGE> 24

VOTE REQUIRED

The vote required to approve this Item 2 is a majority of the Common
Stock represented in person or by proxy at the Annual Meeting. As a holder of
Common Stock, MetLife is entitled to vote on this proposal. MetLife beneficially
owns and has shared voting power with respect to approximately 58% of the
Company's outstanding shares. MetLife 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 amendment to
the Company's Flexible Stock Plan and recommends that shareholders vote FOR the
proposal.

VOTING

The affirmative vote of the holders of a majority of the shares of the
Company's Common Stock entitled to vote which are present in person or
represented by proxy at the 2000 Annual Meeting is required to elect directors,
to authorize the amendment to the Company's Flexible Stock Option Plan, 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 amendment to the Flexible Stock Option Plan 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, 2000, MetLife beneficially owned approximately 58% of
the shares of Common Stock entitled to vote at the meeting. MetLife has
indicated its intention to vote its shares FOR the election of directors
nominated by the Board of Directors and FOR the proposed amendment to the
Flexible Stock Option Plan. MetLife's vote will 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.

INDEPENDENT AUDITORS

KPMG LLP was previously the principal independent accounting firm for
the Company. Effective March 30, 2000, that firm's appointment as principal
independent accounting firm was terminated and the client-auditor relationship
between the Company and KPMG LLP will cease upon completion of the separate
company audits of the financial statements of the Company's subsidiaries as of
and for the year ended December 31, 1999, and the issuance of their reports
thereon. Deloitte & Touche LLP will now serve as the Company's principal
independent accounting firm. On January 6, 2000, Metropolitan Life Insurance
Company ("MetLife") became the beneficial owner of approximately 58% of the
outstanding shares of the Company. The replacement of KPMG LLP by Deloitte &
Touche LLP as principal independent accounting firm to the Company is intended
to allow the Company and MetLife to benefit from efficiencies resulting from the
use of Deloitte & Touche LLP as principal independent accounting firm to both
the Company and MetLife.

<PAGE> 25

The audit reports of KPMG LLP on the consolidated financial statements
of the Company as of and for the years ended December 31, 1999 and 1998 did not
contain any adverse opinion or a disclaimer of opinion, nor were they qualified
or modified as to uncertainty, audit scope, or accounting principles.

The decision to change accounting firms was approved by the Company's
Audit Committee, which authorized the Company's management to negotiate the
engagement of Deloitte & Touche LLP to perform the examination of the Company's
financial statements for fiscal year 2000.

In connection with the audits of the two fiscal years ended December
31, 1999, and the subsequent interim period through March 30, 2000, there were
no disagreements with KPMG LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedures,
which disagreements if not resolved to the satisfaction of KPMG LLP would have
caused KPMG LLP to make reference in connection with their opinion to the
subject matter of the disagreement.

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 14, 2000 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 therefore, 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 1370 Timberlake Manor Parkway, Chesterfield, Missouri
63017-6039. 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.

<PAGE> 26

EXHIBIT A

AMENDMENT TO THE
REINSURANCE GROUP OF AMERICA, INCORPORATED
FLEXIBLE STOCK PLAN

AS AMENDED AND RESTATED EFFECTIVE JULY 1, 1998

WHEREAS, Reinsurance Group of America, Incorporated (the "Company")
established the Reinsurance Group of America, Incorporated Flexible Stock Plan
(the "Plan") to enhance the ability of the Company to reward and provide stock
based incentives to its key employees; and

WHEREAS, the Company's shareholders previously approved the Plan and an
amendment thereto; and

WHEREAS, on March 15, 2000, the Board of Directors of the Company
approved a second amendment to the Plan, subject to shareholder approval, to
increase the total number of shares authorized for issuance under the Plan by
1,500,000 shares.

NOW, THEREFORE, the Company hereby amends the Plan as follows:

1. Effective upon the date of approval of this amendment by the
Company's shareholders, Section 3.1 of the Plan is amended in its entirety to
read as follows:

3.1 Number of Shares. The number of Shares which may be issued or
sold or for which Options, SARs or Performance Shares may be granted
under the Plan shall be 3,486,564 Shares. Such number of Shares
shall increase annually, effective as of the first day of each
Fiscal Year, commencing with the Fiscal Year beginning in 2001, by
the number of Shares equal to 5% of the number of Shares allocated
to this Plan as of the first day of such Fiscal Year. Such Shares
may be authorized but unissued Shares, Shares held in the treasury,
or both.

2. Capitalized terms used herein shall have the same meanings ascribed
to them in the Plan.

IN WITNESS WHEREOF, Reinsurance Group of America, Incorporated hereby
adopts the foregoing amendment this 16th day of March, 2000.

REINSURANCE GROUP OF AMERICA, INCORPORATED

/s/ A. Greig Woodring
President and Chief Executive Officer

<PAGE> 27

REINSURANCE GROUP OF AMERICA, INCORPORATED

FLEXIBLE STOCK PLAN

AS AMENDED AND RESTATED EFFECTIVE JULY 1, 1998

<PAGE> 28

REINSURANCE GROUP OF AMERICA, INCORPORATED
FLEXIBLE STOCK PLAN

TABLE OF CONTENTS

Page
----
<S> <C>
ARTICLE I - NAME AND PURPOSE
1.1 Name 1
1.2 Purpose 1

ARTICLE II - DEFINITIONS OF TERMS AND RULES OF CONSTRUCTION
2.1 General Definitions 1
(a) Affiliate 1
(b) Agreement 1
(c) Benefit 1
(d) Board 1
(e) Cash Award 1
(f) Change of Control 1
(g) Code 1
(h) Company 1
(i) Committee 1
(j) Common Stock 2
(k) Effective Date 2
(l) Employee 2
(m) Employer 2
(n) Exchange Act 2
(o) Fair Market Value 2
(p) Fiscal Year 2
(q) ISO 2
(r) NQSO 2
(s) Option 2
(t) Other Stock Based Award 2
(u) Parent 2
(v) Participant 2
(w) Performance Share 2
(x) Plan 2
(y) Restricted Stock 3
(z) Rule 16b-3 3
(aa) SEC 3
(bb) Share 3
(cc) SAR 3
(dd) Subsidiary 3
2.2 Other Definitions 3
2.3 Conflicts in Plan 3

ARTICLE III - COMMON STOCK
3.1 Number of Shares 3
3.2 Reusage 3
3.3 Adjustments 3

ARTICLE IV - ELIGIBILITY
4.1 Determined By Committee 4
</TABLE>

ii
<PAGE> 29

<TABLE>

<S> <C>
ARTICLE V - ADMINISTRATION
5.1 Committee 4
5.2 Authority 4
5.3 Delegation 5
5.4 Adjudication of Claims 5

ARTICLE VI - AMENDMENT
6.1 Power of Board 5
6.2 Limitation 5

ARTICLE VII - TERM AND TERMINATION
7.1 Term 6
7.2 Termination 6

ARTICLE VIII - MODIFICATION OR TERMINATION OF BENEFITS
8.1 General 6
8.2 Committee's Right 6

ARTICLE IX - CHANGE OF CONTROL
9.1 Right of Committee 6

ARTICLE X - AGREEMENTS AND CERTAIN BENEFITS
10.1 Grant Evidenced by Agreement 7
10.2 Provisions of Agreement 7
10.3 Certain Benefits 7

ARTICLE XI - REPLACEMENT AND TANDEM AWARDS
11.1 Replacement 7
11.2 Tandem Awards 7

ARTICLE XII - PAYMENT, DIVIDENDS, DEFERRAL AND WITHHOLDING
12.1 Payment 7
12.2 Dividend Equivalents 8
12.3 Deferral 8
12.4 Withholding 8

ARTICLE XIII - OPTIONS
13.1 Types of Options 8
13.2 Shares for ISOs 8
13.3 Grant of ISOs and Option Price 8
13.4 Other Requirements for ISOs 8
13.5 NQSOs 8
13.6 Determination by Committee 8
13.7 Limitation Shares Covered by Options 9

ARTICLE XIV - SARS
14.1 Grant and Payment 9
14.2 Grant of Tandem Award 9
14.3 ISO Tandem Award 9
14.4 Payment of Award 9
14.5 Limitation on SARs. 9
</TABLE>

iii

<PAGE> 30

<TABLE>
<S> <C>
ARTICLE XV - RESTRICTED STOCK
15.1 Description 9
15.2 Cost of Restricted Stock 9
15.3 Non-Transferability 10

ARTICLE XVI - PERFORMANCE SHARES
16.1 Description 10
16.2 Grant 10

ARTICLE XVII - CASH AWARDS
17.1 Grant 10
17.2 Limitation on Amount 10
17.3 Restrictions 10

ARTICLE XVIII - OTHER STOCK BASED AWARDS AND OTHER BENEFITS
18.1 Other Stock Based Awards 10
18.2 Other Benefits 10

ARTICLE XIX - MISCELLANEOUS PROVISIONS
19.1 Underscored References 10
19.2 Number and Gender 11
19.3 Governing Law 11
19.4 Purchase for Investment 11
19.5 No Employment Contract 11
19.6 No Effect on Other Benefits 11
</TABLE>

<PAGE> 31

REINSURANCE GROUP OF AMERICA, INCORPORATED
FLEXIBLE STOCK PLAN

ARTICLE I

NAME AND PURPOSE

1.1 Name. The name of this Plan is the "Reinsurance Group of
America, Incorporated Flexible Stock Plan."

1.2 Purpose. The Company has established this Plan to attract,
retain, motivate and reward Employees and other individuals, to encourage
ownership of the Company's Common Stock by Employees and other individuals, and
to promote and further the best interests of the Company by granting cash and
other awards.

ARTICLE II

DEFINITIONS OF TERMS AND RULES OF CONSTRUCTION

2.1 General Definitions. The following words and phrases, when
used in the Plan, unless otherwise specifically defined or unless the context
clearly otherwise requires, shall have the following respective meanings:

(a) Affiliate. A Parent or Subsidiary of the Company.

(b) Agreement. The document which evidences the grant of any
Benefit under the Plan and which sets forth the Benefit and the terms,
conditions and provisions of, and restrictions relating to, such Benefit.

(d) Board. The Board of Directors of the Company.

(e) Cash Award. A Benefit payable in the form of cash.

(f) Change of Control. The acquisition, without the approval of
the Board, by any person or entity, other than the Company or a Related Entity,
of more than 20% of the outstanding Shares through a tender offer, exchange
offer or otherwise; the liquidation or dissolution of the Company following a
sale or other disposition of all or substantially all of its assets; a merger or
consolidation involving the Company which results in the Company not being the
surviving parent corporation; or any time during any two-year period in which
individuals who constituted the Board at the start of such period (or whose
election was approved by at least two-thirds of the then members of the Board
who were members at the start of the two-year period) do not constitute at least
50% of the Board for any reason. A Related Entity is the Parent, a Subsidiary or
any employee benefit plan (including a trust forming a part of such a plan)
maintained by the Parent, the Company or a Subsidiary.

(g) Code. The Internal Revenue Code of 1986, as amended. Any
reference to the Code includes the regulations promulgated pursuant to the Code.

(h) Company. Reinsurance Group of America, Incorporated.

(i) Committee. The Committee described in Section 5.1.

<PAGE> 32

(j) Common Stock. Any class of the Company's common stock.

(k) Effective Date. The date that the Plan is approved by the
shareholders of the Company which must occur within one year before or after
approval by the Board. Any grants of Benefits prior to the approval by the
shareholders of the Company shall be void if such approval is not obtained.

(l) Employee. Any person employed by the Employer.

(m) Employer. The Company and all Affiliates.

(n) Exchange Act. The Securities Exchange Act of 1934, as amended.

(o) Fair Market Value. The closing price of Shares on the New York
Stock Exchange on a given date, or, in the absence of sales on a given date, the
closing price on the New York Stock Exchange on the last day on which a sale
occurred prior to such date.

(p) Fiscal Year. The taxable year of the Company which is the
calendar year.

(q) ISO. An Incentive Stock Option as defined in Section 422 of
the Code.

(r) NQSO. A Non-Qualified Stock Option, which is an Option that
does not qualify as an ISO.

(s) Option. An option to purchase Shares granted under the Plan.

(t) Other Stock Based Award. An award under ARTICLE XVIII that is
valued in whole or in part by reference to, or is otherwise based on, Common
Stock.

(u) Parent. Any corporation (other than the Company or a
Subsidiary) in an unbroken chain of corporations ending with the Company, if, at
the time of the grant of an Option or other Benefit, each of the corporations
(other than the Company or a Subsidiary) owns stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain. The Company's present Parent is General American
Life Insurance Company.

(v) Participant. An individual who is granted a Benefit under the
Plan. Benefits may be granted only to Employees, employees and owners of
entities which are not Affiliates but which have a direct or indirect ownership
interest in an Employer or in which an Employer has a direct or indirect
ownership interest, individuals who, and employees and owners of entities which,
are customers and suppliers of an Employer, individuals who, and employees and
owners of entities which, render services to an Employer, and individuals who,
and employees and owners of entities which, have ownership or business
affiliations with any individual or entity previously described.

(w) Performance Share. A Share awarded to a Participant under
ARTICLE XVI of the Plan.

(x) Plan. The Reinsurance Group of America, Incorporated Flexible
Stock Plan and all amendments and supplements to it.

<PAGE> 33

(y) Restricted Stock. Shares issued under ARTICLE XV of the Plan.

(z) Rule 16b-3. Rule 16b-3 promulgated by the SEC under the
Exchange Act, as amended, or any successor rule in effect from time to time.

(aa) SEC. The Securities and Exchange Commission.

(bb) Share. A share of Common Stock.

(cc) SAR. A Stock Appreciation Right, which is the right to
receive an amount equal to the appreciation, if any, in the Fair Market Value of
a Share from the date of the grant of the right to the date of its payment.

(dd) Subsidiary. Any corporation, other than the Company, in an
unbroken chain of corporations beginning with the Company if, at the time of
grant of an Option or other Benefit, each of the corporations, other than the
last corporation in the unbroken chain, owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

2.2 Other Definitions. In addition to the above definitions,
certain words and phrases used in the Plan and any Agreement may be defined in
other portions of the Plan or in such Agreement.

2.3 Conflicts in Plan. In the case of any conflict in the terms of
the Plan relating to a Benefit, the provisions in the ARTICLE of the Plan which
specifically grants such Benefit shall control those in a different ARTICLE.

ARTICLE III

COMMON STOCK

3.1 Number of Shares. The number of Shares which may be issued or
sold or for which Options, SARs or Performance Shares may be granted under the
Plan shall initially be 825,000 Shares. Such number of Shares shall increase
annually, effective as of the first day of each Fiscal Year, commencing with the
Fiscal Year beginning in 1994, by the number of Shares equal to 5% of the number
of Shares allocated to this Plan as of the first day of such Fiscal Year. Such
Shares may be authorized but unissued Shares, Shares held in the treasury, or
both.

3.2 Reusage. If an Option or SAR expires or is terminated,
surrendered, or cancelled without having been fully exercised, if Restricted
Shares or Performance Shares are forfeited, or if any other grant results in any
Shares not being issued, the Shares covered by such Option or SAR, grant of
Restricted Shares, Performance Shares or other grant, as the case may be, shall
again be available for use under the Plan.

3.3 Adjustments. If there is any change in the Common Stock of the
Company by reason of any stock dividend, spin-off, split-up, spin-out,
recapitalization, merger, consolidation, reorganization, combination or exchange
of shares, the number of SARs and number and class of shares available for
Options and grants of Restricted Stock, Performance Shares and Other Stock Based
Awards and the number of Shares subject to outstanding Options, SARs, grants of
Restricted Stock and Performance Shares which are not vested, and Other Stock
Based Awards, and the price thereof, as applicable, shall be appropriately
adjusted by the Committee.

<PAGE> 34

ARTICLE IV

ELIGIBILITY

4.1 Determined By Committee. The Participants and the Benefits
they receive under the Plan shall be determined solely by the Committee. In
making its determinations, the Committee shall consider past, present and
expected future contributions of Participants and potential Participants to the
Employer, including, without limitation, the performance of, or the refraining
from the performance of, services.

ARTICLE V

ADMINISTRATION

5.1 Committee. The Plan shall be administered by the Committee.
The Committee shall consist of three or more members of the Board each of whom
is a "Non-Employee Director" as defined in Rule 16b-3 and who is an "outside
director" as defined in Code Section 162(m)(4)(C)(i). The members of the
Committee shall be appointed by and shall serve at the pleasure of the Board,
which may from time to time appoint members in substitution for members
previously appointed and fill vacancies, however caused, in the Committee. The
Committee may select one of its members as its Chairman and shall hold its
meetings at such times and places as it may determine. A majority of its members
shall constitute a quorum. All determinations of the Committee shall be made by
a majority of its members. Any decision or determination reduced to writing and
signed by a majority of the members shall be fully as effective as if it had
been made by a majority vote at a meeting duly called and held.

5.2 Authority. Subject to the terms of the Plan, the Committee
shall have discretionary authority to:

(a) determine the individuals to whom Benefits are granted, the
type and amounts of Benefits to be granted and the time of all such grants;

(b) determine the terms, conditions and provisions of, and
restrictions relating to, each Benefit granted;

(d) prescribe, amend and rescind rules and regulations relating to
the Plan;

(e) determine the content and form of all Agreements;

(f) determine all questions relating to Benefits under the Plan;

(g) maintain accounts, records and ledgers relating to Benefits;

(h) maintain records concerning its decisions and proceedings;

(i) employ agents, attorneys, accountants or other persons for such
purposes as the Committee considers necessary or desirable;

<PAGE> 35

(j) take, at anytime, any action permitted by Section 9.1
irrespective of whether any Change of Control has occurred or is imminent; and

(k) do and perform all acts which it may deem necessary or
appropriate for the administration of the Plan and carry out the purposes of the
Plan.

5.3 Delegation. Except as required by Rule 16b-3 with respect to
grants of Options, Stock Appreciation Awards, Performance Shares, Other Stock
Based Awards, or other Benefits to individuals who are subject to Section 16 of
the Exchange Act or as otherwise required for compliance with Rule 16b-3, Code
Section 162(m), or other applicable law, the Committee may delegate all or any
part of its authority under the Plan to any Employee, Employees or committee.

5.4 Adjudication of Claims. The Committee shall have full and
complete discretionary authority to make all determinations as to the right to
Benefits under the Plan. In the event that a Participant believes he has not
received the Benefits to which he is entitled under the Plan, a claim shall be
made in writing to the Committee. The claim shall be reviewed by the Committee.
If the claim is approved or denied, in full or in part, the Committee shall
provide a written notice of approval or denial within 90 days with, in the case
of a denial, the specific reasons for the denial and specific reference to the
provisions of the Plan and/or Agreement upon which the denial is based. A claim
shall be deemed denied if the Committee does not take any action within the
aforesaid 90 day period. If a claim is denied or deemed denied and a review is
desired, the Participant shall notify the Committee in writing within 60 days of
the receipt of notice of denial or the date on which the claim is deemed to be
denied, as the case may be. In requesting a review, the Participant may review
the Plan or any document relating to it and submit any written issues and
comments he may deem appropriate. The Committee shall then review the claim and
provide a written decision within 60 days. This decision, if adverse to the
Participant, shall state the specific reasons for the decision and shall include
reference to specific provisions of the Plan and/or Agreement on which the
decision is based. The Committee's decision on review shall be final and
binding.

ARTICLE VI

AMENDMENT

6.1 Power of Board. Except as hereinafter provided, the Board
shall have the sole right and power to amend the Plan at any time and from time
to time.

6.2 Limitation. The Board may not amend the Plan, without approval
of the shareholders of the Company:

(a) in a manner which would cause Options which are intended to
qualify as ISOs to fail to qualify;

(b) in a manner which would cause the Plan to fail to meet the
requirements of Rule 16b-3 or Code Section 162(m); or

<PAGE> 36

ARTICLE VII

TERM AND TERMINATION

7.1 Term. The Plan shall commence as of the Effective Date and,
subject to the terms of the Plan, including those requiring approval by the
shareholders of the Company and those limiting the period over which ISOs or any
other Benefits may be granted, shall continue in full force and effect until
terminated.

7.2 Termination. The Plan may be terminated at any time by the
Board.

ARTICLE VIII

MODIFICATION OR TERMINATION OF BENEFITS

8.1 General. Subject to the provisions of Section 8.2, the
amendment or termination of the Plan shall not adversely affect a Participant's
right to any Benefit granted prior to such amendment or termination.

8.2 Committee's Right. Any Benefit granted may be converted,
modified, forfeited or cancelled, in whole or in part, by the Committee if and
to the extent permitted in the Plan or applicable Agreement or with the consent
of the Participant to whom such Benefit was granted.

ARTICLE IX

CHANGE OF CONTROL

9.1 Right of Committee. In order to maintain a Participant's
rights in the event of a Change in Control, the Committee, in its sole
discretion, may, in any Agreement evidencing a Benefit, or at any time prior to,
or simultaneously with or after a Change in Control, provide such protection as
it may deem necessary. Without, in any way, limiting the generality of the
foregoing sentence or requiring any specific protection, the Committee may:

(a) provide for the acceleration of any time periods relating to
the exercise or realization of such Benefit so that such Benefit may be
exercised or realized in full on or before a date fixed by the Committee;

(b) provide for the purchase of such Benefit, upon the
Participant's request, for an amount of cash equal to the amount which could
have been attained upon the exercise or realization of such Benefit had such
Benefit been currently exercisable or payable;

(c) make such adjustment to the Benefits then outstanding as the
Committee deems appropriate to reflect such transaction or change; and/or

(d) cause the Benefits then outstanding to be assumed, or new
Benefits substituted therefor, by the surviving corporation in such change.

<PAGE> 37

ARTICLE X

AGREEMENTS AND CERTAIN BENEFITS

10.1 Grant Evidenced by Agreement. The grant of any Benefit under
the Plan may be evidenced by an Agreement which shall describe the specific
Benefit granted and the terms and conditions of the Benefit. The granting of any
Benefit shall be subject to, and conditioned upon, the recipient's execution of
any Agreement required by the Committee. Except as otherwise provided in an
Agreement, all capitalized terms used in the Agreement shall have the same
meaning as in the Plan, and the Agreement shall be subject to all of the terms
of the Plan.

10.2 Provisions of Agreement. Each Agreement shall contain such
provisions that the Committee shall determine to be necessary, desirable and
appropriate for the Benefit granted which may include, but not be limited to,
the following with respect to any Benefit: description of the type of Benefit;
the Benefit's duration; its transferability; if an Option, the exercise price,
the exercise period and the person or persons who may exercise the Option; the
effect upon such Benefit of the Participant's death or termination of
employment; the Benefit's conditions; when, if, and how any Benefit may be
forfeited, converted into another Benefit, modified, exchanged for another
Benefit, or replaced; and the restrictions on any Shares purchased or granted
under the Plan.

10.3 Certain Benefits. Except as otherwise expressly provided in
an Agreement, any Benefit granted to an individual who is subject to Section 16
of the Exchange Act shall be not transferable other than by will or the laws of
descent and distribution and shall be exercisable during his lifetime only by
him, his guardian or his legal representative.

ARTICLE XI

REPLACEMENT AND TANDEM AWARDS

11.1 Replacement. The Committee may permit a Participant to elect
to surrender a Benefit in exchange for a new Benefit.

11.2 Tandem Awards. Awards may be granted by the Committee in
tandem. However, no Benefit may be granted in tandem with an ISO except SARs.

ARTICLE XII

PAYMENT, DIVIDENDS, DEFERRAL AND WITHHOLDING

12.1 Payment. Upon the exercise of an Option or in the case of any
other Benefit that requires a payment to the Company, the amount due the Company
is to be paid:

(a) in cash;

(b) by the tender to the Company of Shares owned by the optionee
and registered in his name having a Fair Market Value equal to the amount due to
the Company;

<PAGE> 38

(c) in other property, rights and credits, including the
Participant's promissory note if permitted under applicable law; or

(d) by any combination of the payment methods specified in (a),
(b) and (c) above.

Notwithstanding, the foregoing, any method of payment other than (a) may be used
only with the consent of the Committee or if and to the extent so provided in an
Agreement. The proceeds of the sale of Common Stock purchased pursuant to an
Option and any payment to the Company for other Benefits shall be added to the
general funds of the Company or to the Shares held in treasury, as the case may
be, and used for the corporate purposes of the Company as the Board shall
determine.

12.2 Dividend Equivalents. Grants of Benefits in Shares or Share
equivalents may include dividend equivalent payments or dividend credit rights.

12.3 Deferral. The right to receive any Benefit under the Plan
may, at the request of the Participant, be deferred for such period and upon
such terms as the Committee shall determine, which may include crediting of
interest on deferrals of cash and crediting of dividends on deferrals
denominated in Shares.

12.4 Withholding. The Company, at the time any distribution is
made under the Plan, whether in cash or in Shares, may withhold from such
distribution any amount necessary to satisfy federal, state and local income tax
withholding requirements with respect to such distribution. Such withholding may
be in cash or in Shares.

ARTICLE XIII

OPTIONS

13.1 Types of Options. It is intended that both ISOs and NQSOs may
be granted by the Committee under the Plan.

13.2 Shares for ISOs. The number of Shares for which ISOs may be
granted on or after the Effective Date shall not exceed 150,000 Shares.

13.3 Grant of ISOs and Option Price. Each ISO must be granted to
an Employee and granted within ten years from the Effective Date. The purchase
price for Shares under any ISO shall be no less than the Fair Market Value of
the Shares at the time the Option is granted.

13.4 Other Requirements for ISOs. The terms of each Option which
is intended to qualify as an ISO shall meet all requirements of Section 422 of
the Code.

13.5 NQSOs. The terms of each NQSO shall provide that such Option
will not be treated as an ISO. The purchase price for Shares under any NQSO
shall be equal to or greater than the Fair Market Value of the Shares at the
time the Option is granted.

13.6 Determination by Committee. Except as otherwise provided in
Section 13.2 through Section 13.5, the terms of all Options shall be determined
by the Committee.

<PAGE> 39

13.7 Limitation on Shares Covered by Options. The maximum number
of Shares with respect to which such Options may be granted to any Participant
in any 1 year period shall not exceed 200,000 shares. For purposes of the
preceding sentence, the Shares covered by an Option that is cancelled shall
count against the maximum number of Shares, and, if the exercise price under an
Option is reduced, the transaction shall be treated as a cancellation of the
Option and a grant of a new Option.

ARTICLE XIV

SARS

14.1 Grant and Payment. The Committee may grant SARs. Upon
electing to receive payment of a SAR, a Participant shall receive payment in
cash, in Common Stock, or in any combination of cash and Common Stock, as the
Committee shall determine.

14.2 Grant of Tandem Award. The Committee may grant SARs in tandem
with an Option, in which case: the exercise of the Option shall cause a
correlative reduction in SARs standing to a Participant's credit which were
granted in tandem with the Option; and the payment of SARs shall cause a
correlative reduction of the Shares under such Option.

14.3 ISO Tandem Award. When SARs are granted in tandem with an
ISO, the SARs shall have such terms and conditions as shall be required for the
ISO to qualify as an ISO.

14.4 Payment of Award. SARs shall be paid, to the extent payment
is elected by the Participant (and is otherwise due and payable), as soon as
practicable after the date on which such election is made.

14.5 Limitation on SARs. The maximum number of SARs which may be
granted to any Participant in any 1 year period shall not exceed 15,000 SARs.
For purposes of the preceding sentence, any SARs that are cancelled shall count
against the maximum number of SARs, and, if the Fair Market Value of a Share on
which the appreciation under a SAR will be calculated is reduced, the
transaction shall be treated as a cancellation of the SAR and a grant of a new
SAR.

ARTICLE XV

RESTRICTED STOCK

15.1 Description. The Committee may grant Benefits in Shares
available under ARTICLE III of the Plan as Restricted Stock. Shares of
Restricted Stock shall be issued and delivered at the time of the grant but
shall be subject to forfeiture until provided otherwise in the applicable
Agreement or the Plan. Each certificate representing Shares of Restricted Stock
shall bear a legend referring to the Plan and the risk of forfeiture of the
Shares and stating that such Shares are nontransferable until all restrictions
have been satisfied and the legend has been removed. The grantee shall be
entitled to full voting and dividend rights with respect to all shares of
Restricted Stock from the date of grant.

15.2 Cost of Restricted Stock. Grants of Shares of Restricted
Stock shall be made at a per Share cost to the Participant equal to par value.

<PAGE> 40

15.3 Non-Transferability. Shares of Restricted Stock shall not be
transferable until after the removal of the legend with respect to such Shares.

ARTICLE XVI

PERFORMANCE SHARES

16.1 Description. Performance Shares are the right of an
individual to whom a grant of such Shares is made to receive Shares or cash
equal to the Fair Market Value of such Shares at a future date in accordance
with the terms of such grant. Generally, such right shall be based upon the
attainment of targeted profit and/or performance objectives.

16.2 Grant. The Committee may grant an award of Performance
Shares. The number of Performance Shares and the terms and conditions of the
grant shall be set forth in the applicable Agreement.

ARTICLE XVII

CASH AWARDS

17.1 Grant. The Committee may grant Cash Awards at such times and
(subject to Section 17.2) in such amounts as it deems appropriate.

17.2 Limitation on Amount. The Amount of any Cash Award in any
Fiscal Year to any Participant who is subject to Section 16 of the Exchange Act
shall not exceed the greater of $100,000 or 50% of his cash compensation
(excluding any Cash Award under this ARTICLE XVII) for such Fiscal Year.

17.3 Restrictions. Cash Awards may be subject or not subject to
conditions (such as an investment requirement), restricted or nonrestricted,
vested or subject to forfeiture and may be payable currently or in the future or
both.

ARTICLE XVIII

OTHER STOCK BASED AWARDS AND OTHER BENEFITS

18.1 Other Stock Based Awards. The Committee shall have the right
to grant Other Stock Based Awards which may include, without limitation, the
grant of Shares based on certain conditions, the payment of cash based on the
performance of the Common Stock, and the grant of securities convertible into
Shares.

18.2 Other Benefits. The Committee shall have the right to provide
types of Benefits under the Plan in addition to those specifically listed, if
the Committee believes that such Benefits would further the purposes for which
the Plan was established.

ARTICLE XIX

MISCELLANEOUS PROVISIONS

19.1 Underscored References. The underscored references contained
in the Plan are included only for convenience, and they shall not be construed
as a part of the Plan or in any respect affecting or modifying its provisions.

<PAGE> 41

19.2 Number and Gender. The masculine and neuter, wherever used in
the Plan, shall refer to either the masculine, neuter or feminine; and, unless
the context otherwise requires, the singular shall include the plural and the
plural the singular.

19.3 Governing Law. This Plan shall be construed and administered
in accordance with the laws of the State of Missouri.

19.4 Purchase for Investment. The Committee may require each
person purchasing Shares pursuant to an Option or other award under the Plan to
represent to and agree with the Company in writing that such person is acquiring
the Shares for investment and without a view to distribution or resale. The
certificates for such Shares may include any legend which the Committee deems
appropriate to reflect any restrictions on transfer. All certificates for Shares
delivered under the Plan shall be subject to such stock-transfer orders and
other restrictions as the Committee may deem advisable under all applicable
laws, rules and regulations, and the Committee may cause a legend or legends to
be put on any such certificates to make appropriate references to such
restrictions.

19.5 No Employment Contract. The adoption of the Plan shall not
confer upon any Employee any right to continued employment nor shall it
interfere in any way with the right of the Employer to terminate the employment
of any of its Employees at any time.

19.6 No Effect on Other Benefits. The receipt of Benefits under
the Plan shall have no effect on any benefits to which a Participant may be
entitled from the Employer, under another plan or otherwise, or preclude a
Participant from receiving any such benefits.

<PAGE> 42
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 24,
2000, 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.

/\ FOLD AND DETACH HERE /\
<PAGE> 43
MANAGEMENT RECOMMENDS A VOTE FOR THE FOLLOWING:
<TABLE>
<S><C>

1. Election of Directors 2. Amend the Company's Flexible Stock
Option Plan.
FOR all nominees WITHHOLD
listed at right AUTHORITY (INSTRUCTION: To withhold authority to vote for
(except as marked to vote for all any individual nominee, strike a line through
to the contrary) nominees listed the nominee's name on the list below.)
at right
FOR AGAINST ABSTAIN
[ ] [ ] STUART I. GREENBAUM, RICHARD A. LIDDY, [ ] [ ] [ ]
TERRENCE I. LENNON, JUDY E. WEISS
</TABLE>

The undersigned hereby acknowledges receipt of the Notice of the 2000 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 , 2000

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

- ------------------------------------------
(Signature if held jointly)

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

PLEASE SIGN AS REGISTERED AND RETURN PROMPTLY TO:
REINSURANCE GROUP OF AMERICA, INCORPORATED, MIDTOWN STATION, PO BOX 870, NEW
YORK, NY 10138

/\ FOLD AND DETACH HERE /\

April 14, 2000

Dear Shareholder:

We invite you to attend the 2000 Annual Meeting of Shareholders of
Reinsurance Group of America, Incorporated, to be held on May 24, 2000 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.