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                                                                   EXHIBIT 10(d)
 
                             GENERAL RE CORPORATION
 
                         RETIREMENT PLAN FOR DIRECTORS
 
                         EFFECTIVE DATE: AUGUST 1, 1987
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                             GENERAL RE CORPORATION

                          RETIREMENT PLAN FOR DIRECTORS

1.       Purpose.

         There is hereby established the Retirement Plan for Directors (the
         "Plan") of General Re Corporation (the "Corporation"). The Plan is
         designed to enhance the Corporation's ability to attract and retain
         competent and experienced Directors by providing retirement benefits
         for Directors of the Corporation who retire after August 1, 1987.

2.       Definitions - For purposes of this Plan,

         Board means the board of directors of the Corporation;

         Director means a member of the Board;

         Final Retainer means an amount equal to the annual retainer in effect
         at the time of any Director's Retirement, payable to such Director as
         compensation for services as a non-employee Director; provided,
         however, that Final Retainer shall not include any fees paid for being
         chairman of any committee of the Board or for attendance at meetings of
         the Board or any committee of the Board;

         Retirement means the cessation of service as a Director after attaining
         age 70, other than by reason of death or removal for cause. Removal for
         cause shall be determined at the sole discretion of the Corporation.

3.       Eligibility

         Upon Retirement from the Board on or after August 1, 1987, any Director
         who has completed five or more years of service as a non-employee
         Director shall be eligible for retirement benefits provided hereunder.

4.       Benefits

         The retirement benefits payable to a Director hereunder shall be an
         annual amount equal to 75% of the Final Retainer which shall be paid,
         during such Director's lifetime, for the greater of (a) five years, or
         (b) the number of complete years of service served by such Director as
         a non-employee Director following the 1987 Annual Meeting of the
         Stockholders of the Corporation. Payment of benefits shall commence as
         of the first day of the calendar quarter next following the date of the
         Director's Retirement, and shall be payable in quarterly installments.
         If payments are being made under this Plan at the time of a Director's
         death, payments shall cease with the payment due for the calendar
         quarter in which the Director's death occurs. If a Director dies before
         Retirement, no benefit shall be payable.

5.       Forfeiture

         Any Director who refuses to be available for consultation regarding the
         affairs of the Corporation, either prior to or subsequent to
         Retirement, shall forfeit all benefits otherwise provided under this
         Plan.
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6.       Provision of Benefits

         This Plan shall be unfunded. All benefits payable hereunder shall be
         provided from the general assets of the Corporation. No Director shall
         acquire any interest in any specific assets of the Corporation by
         reason of this Plan.

7.       Amendment and Termination

         The Corporation reserves the right to terminate this Plan or amend this
         Plan in any respect at any time; provided, however, that no such
         termination or amendment may reduce the benefits of any Director who
         has retired hereunder prior to the time of the amendment or
         termination. Any amendment of the Plan may be effected by the
         compensation committee of the Board.

8.       Successor Liability

         The obligations of the Corporation under the Plan shall be binding upon
         any successor corporation or organization resulting from the merger,
         consolidation or other reorganization or from any reincorporation or
         change of name of the Corporation, or upon any successor corporation or
         organization succeeding to substantially all of the assets and business
         of the Corporation.

9.       Tax Withholding

         The Corporation will deduct from all amounts paid under the Plan all
         federal, state, local and other taxes required by law to be withheld
         with respect to such payments.

10.      Administration

         This Plan shall be administered by the Compensation Committee of the
         Board. Such committee's final decision, in making any determination or
         construction under this Plan and in exercising any discretionary power,
         shall in all instances be final and binding on all persons having or
         claiming any rights under this Plan.

11.      Miscellaneous

         The adoption and maintenance of this Plan shall not constitute a
         contract between the Corporation and any Director. Nothing herein
         contained shall be deemed to give to any Director the right to be
         retained as a Director, nor shall it interfere with the Director's
         right to terminate his directorship at any time.

         No benefit payable hereunder shall be subject to alienation or
         assignment.