REINSURANCE GROUP OF AMERICA, INCORPORATED
MANAGEMENT INCENTIVE PLAN
AS AMENDED AND RESTATED EFFECTIVE NOVEMBER 1, 1996
GENERAL PLAN PURPOSE AND STRUCTURE
The purpose of the Management Incentive Plan (MIP) is to motivate superior, focused, and prudent performance
on the part of key associates for the ultimate benefit of shareholders and associates. Awards shall be determined
and payable annually during the lifetime of MIP using the following overall three-part structure:
1. Trigger: To protect shareholders, no awards of any kind will be payable for any fiscal year in which earnings
per share falls below a specified amount.
2. Key Financial Goals and Awards: To assure fiscal soundness and provide solid funding for all awards, a
meaningful portion of every Participant's MIP award opportunity shall be linked to Company performance against
key financial objectives. Company goals shall mean designated performance objectives for the Company on a
3. Subsidiary/Division and Unit/Individual Goals and Awards:
A meaningful portion of a Participant's MIP award will be tied to the performance of his or her subsidiary or
division as well as his or her unit's and/or individual performance.
Awards under MIP are intended to qualify as "other performance based compensation" under Section 162(m)(4)
(c) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder. MIP shall be interpreted
and construed in a manner consistent with such purpose.
The following words and phrases, when used below, unless the context clearly otherwise requires, shall have the
following respective meanings:
a. Company. Reinsurance Group of America, Incorporated and its direct and indirect subsidiaries.
b. Compensation. An award to which a Participant is entitled under MIP.
c. Discretionary Compensation. Compensation which, but for the paragraph entitled "Discretionary
Compensation" below, would not be Performance Based Compensation, in whole or