REINSURANCE GROUP OF AMERICA
EXECUTIVE PERFORMANCE SHARE PLAN
AS AMENDED AND RESTATED EFFECTIVE NOVEMBER 1, 1996
1. Purpose of the Plan The purpose of the Reinsurance Group of America Executive Performance Share Plan
(the "Plan") is to foster the growth of Reinsurance Group of America, Incorporated ("RGA") by offering to
certain officers and key employees of RGA and its subsidiaries incentives which may appreciate over time, in
addition to their current compensation.
2. Administration of the Plan The Plan shall be administered by the Compensation Committee of the Board of
Directors of RGA (the "Committee"). No member of the Committee, while serving as such, shall be eligible to
participate in the Plan.
Subject to the provisions of the Plan, decisions and determinations by the Committee shall be final and binding
upon all parties, including shareholders, employees, and Plan Participants. The Committee shall have the authority
to interpret the Plan, to establish and revise rules and regulations relating to the Plan, and to make any other
determinations it deems necessary or advisable for the successful operation of the Plan.
EACH MEMBER OF THE COMMITTEE MUST BE A "NON-EMPLOYEE
DIRECTOR" AS DEFINED IN RULE 16b-3 PROMULGATED UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, BY THE SECURITIES AND EXCHANGE
COMMISSION AND AN "OUTSIDE DIRECTOR" AS DEFINED IN SECTION
162(m)(4)(C)(i) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
3. Participation If a subsidiary of RGA wishes to participate in the Plan, and the Committee consents, the Board
of Directors of the subsidiary shall adopt a resolution authorizing participation by the subsidiary in the Plan and
obtain the consent of the Committee.
Individual Participants in the Plan shall be selected by the Committee from among the officers of RGA and key
executive employees of the Participating RGA Subsidiaries.
Each year the Committee will publish a schedule announcing the incentive compensation for the various office