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                                                                Exhibit 10.20


                          AMERICAN RE-INSURANCE COMPANY
               SENIOR EXECUTIVE SPECIAL DEFERRED COMPENSATION PLAN

PREAMBLE:
This Plan is adopted by the Company to enable selected senior executives of the
Company to elect to defer certain of the proceeds which they would otherwise be
entitled to receive in the event of a successful completion of the Merger (as
defined below) in respect of stock options issued to them under any Stock Option
Agreement, as defined in Paragraph 2.37 below, for a period of five (5) years
subject to the terms and conditions set forth herein.

     Section 1. Term. This Plan shall be effective as of November 25, 1996,
subject to approval by the Board of Directors of the Company, through December
31, 2001, and for so long thereafter as is necessary to the fulfillment of the
obligations of the Company and payment of all amounts to which participating
executives are entitled hereunder (the "Term").

     Section 2. Definitions. Unless the context otherwise requires, the
following terms, when used in this Plan, shall have the meaning given in this
Section 2 or in the referenced paragraphs.

     2.1 "Accelerated Payment". See Paragraph 7.2.


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     2.2. "Accelerated Payment Date". See Paragraph 7.1.

     2.3. "Aggregate Deferrals". See Paragraph 9.1

     2.4 The term "Agreement and Plan of Merger " shall mean the Agreement and
     Plan of Merger dated as of August 13, 1996, and amended on October 23,
     1996, among Munich Re, Puma Acquisition Corp. and American Re Corporation.

     2.5 "Assessment". See Paragraph 9.2 below.

     2.6 "Assessment Liability". See Paragraph 9.3 below.

     2.7 The term "Beneficiary" shall mean the person a Participant designates
     as his beneficiary by a written instrument executed and filed with the
     Committee, provided, however, that this term shall include only persons who
     are living at the time of a distribution under the Plan. To the extent that
     a designation by a Participant is not effective, in whole or in part,
     either because of the death of a person designated by him or because of the
     Participant's failure to make a designation, the term "Beneficiary" shall
     


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     mean the person in the first category of the following categories of
     beneficiaries which has a living member: (a) spouse, (b) children, (c)
     grandchildren, (d) parents, (e) brothers and sisters, and (f) executors and
     administrators.

     2.8 The term "Cause" means that a Participant shall have (a) been convicted
     of a felony; (b) willfully failed to perform the duties of his or her
     position; (c) stolen or embezzled property; or (d) committed an act of
     willful misconduct which is damaging or detrimental to the Company.

     2.9 The term "Closing" shall mean the consummation of the Merger as
     provided in the Agreement and Plan of Merger, and "Closing Date" shall mean
     the effective date on which the Closing occurs.

     2.10 "Committee". See Paragraph 3.1 below.

     2.11 The term "Company" shall mean American Re-Insurance Company, and, as
     appropriate, any affiliate or subsidiary, and any successor thereto.

     2.12 "Company Return Amount". See Paragraph 5.3.


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     2.13 The term "Company Return Participant" shall mean any Participant who
     has received written notice that he or she is a Participant in the Plan
     unless such Participant is notified that he or she is not a Company Return
     Participant.

     2.14 The term "Company Trigger Event" shall mean: (a) the dissolution,
     liquidation or winding up of the Company, whether voluntary or involuntary;
     (b) the sale or transfer of all or substantially all of the Company's
     assets; (c) the failure of the Company to contribute all amounts required
     to be contributed to the Trust pursuant to Section 8; (d) a reorganization,
     recapitalization, merger or consolidation of the Company, or the sale of
     such number of shares of common stock of the Company by the Company and/or
     by any holders thereof, in any such case as a result of which Munich Re
     shall own and control less than a majority of the outstanding voting common
     stock of the Company or the surviving entity, if other than the Company,
     into which or with which the Company shall have reorganized, merged or
     consolidated.

     2.15 The term "Competition" shall mean: (a) soliciting reinsurance or
     retrocession business from any Customer of the Company or (b) interfering
     with any contractual relationships between the Company and 


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     its Customers. For this purpose, "Customer" means, as of the date of the
     Participant's termination of employment, any insurance or reinsurance
     company, insurance or reinsurance agent or broker, or other corporation,
     individual or consultant with which the Company is doing business.

     2.16 The term "Constructive Discharge" shall mean: (a) the Company shall
     have (i) made a material adverse change to the Participant's title or
     substantially reduced his or her responsibilities as of the closing date;
     or (ii) reduced the Participant's annual base salary to an amount less than
     the Participant's annual base salary in effect for the 1997 calendar year;
     or (iii) required, as a condition of continued employment with the Company,
     that the Participant be relocated and the Participant shall have elected to
     terminate such employment in lieu of relocating and (b) the Participant
     shall have within thirty (30) days of such event asserted in writing to the
     Company that such event has occurred (and specifying same and the basis
     therefor) and that the Participant is terminating employment with the
     Company, and or any affiliate of the Company, by reason thereof.

     2.17 "Deferral Agreement". See Paragraph 4.2 below.

     2.18 "Deferred Principal". See Paragraph 4.3 below.


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     2.19 The term "Disability" shall mean permanent disability as determined in
     good faith by the Committee.

     2.20 "Election". See Paragraph 4.2 below.

     2.21 "Eligible Executive". See Paragraph 4.1 below.

     2.22 The term "Severance and Non-Competition Agreement" shall mean for each
     Participant, his or her Senior Executive Severance and Non-Competition
     Agreement or Executive Severance and Non-Competition Agreement, whichever
     is applicable, dated as of November 25, 1996.

     2.23 "Indemnification Election." See Paragraph 9.2 below.

     2.24 "Investment Alternative". See Paragraph 5.2 below.

     2.25 "Investment Return". See Paragraph 5.2 below.

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     2.26 The term "Merger" shall mean the merger of Puma Acquisition Corp. into
     American Re Corporation pursuant to the Agreement and Plan of Merger.

     2.27 The term "Money Market Rate" shall mean the rate for short-term debt
     instruments, referred to as money market, as determined and quoted by
     Merrill Lynch on the last day of each calendar quarter.

     2.28 The term "Munich Re" shall mean Munchener
     Ruckversicherungs-Gesellschaft Aktiengesellschaft in Munchen.

     2.29 The term "Option" shall mean options granted pursuant to one or more
     Stock Option Agreements.

     2.30 The term "Option Proceeds" shall mean the amount the Eligible
     Executive is entitled to receive in cash in connection with the
     cancellation of Options and in connection with the Closing, and pursuant to
     the Agreement and Plan of Merger.

     2.31 "Participant". See Paragraph 4.1 below.


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     2.32 The term "Participation Rate" shall mean, to the extent offered under
     any specific Investment Alternative, the percentage of the underlying
     Investment Return on that Investment Alternative that inures to the benefit
     of the Participant.

     2.33 "Payment Date". See Paragraph 4.3 below.

     2.34 "Payment Obligation". See Paragraph 8.4 below.

     2.35 The term "Plan" shall mean this Plan, as amended from time to time.

     2.36 "Response Date". See Paragraph 9.2 below.

     2.37 "Step-down Amount". See Paragraph 6 below.

     2.38 The term "Stock Option Agreement" shall mean any of the stock option
     agreements under which a Participant was granted Options under any Stock
     Option Plan.

     2.39 The term "Stock Option Plan" shall mean either of the following (a)
     the Non-Qualified Stock Option Plan for Executive and Key Employees of


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     American Re Corporation as adopted on November 17, 1992, and (b) the
     Non-Qualified Stock Option Plan for Eligible Employees of American Re
     Corporation as adopted on November 30, 1994.

     2.40 The term "Tax Acceleration Date" means the date of a final,
     non-appealable decision by a court of competent jurisdiction to the effect
     that any Participant is subject to federal, state or local income tax in
     respect of any amount deferred under this Plan, or, if earlier, the date
     the Company is required under Section 9 to make an Accelerated Payment (or
     otherwise makes an Accelerated Payment) in respect of an Assessment.

     2.41 The term "Trust" means the trust agreement to be entered into between
     the Company and Merrill Lynch Trust Company, in the form attached hereto as
     Exhibit D.

     2.42 The term "Trustee" means the Trustee under the Trust as determined
     from time to time.


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     Words used in the singular number shall include the plural and vice versa;
and words used in the masculine gender shall include the feminine and vice
versa.

     Section 3. Administration of Plan.

     3.1. Committee. The administration of the Plan shall be vested in a
Committee which shall consist of: Claus Helbig, Paul Inderbitzin and Hans
Rathnow or such other committee with such other membership as shall be
designated by the Board of Directors of the Company (the "Committee").

     3.2. Powers of Committee. The Committee shall have general charge of the
administration of the Plan and shall have the power and authority to interpret
the provisions of the Plan and to make its determinations effective.

     Section 4. Eligibility/Deferral.

     4.1. Determination of Eligibility. A limited number of senior executives
are eligible to participate in this Plan ("Eligible Executives"). A list of all
Eligible 


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Executives who have elected to participate in this Plan ("Participants") is
attached as Exhibit A hereto.

     4.2. Deferral Agreement. Subject to the provisions set forth below, an
Eligible Executive shall be eligible to defer all or any part (constituting at
least fifty percent (50%)) of his or her Option Proceeds (an "Election"), as per
the Executive's "Deferral Agreement" with the Company in the form attached
hereto as Exhibit C.

     4.3. Effect of Election. Once a Participant elects to defer a portion of
his or her Option proceeds pursuant to Paragraph 4.2 above, the amount which the
Participant has elected to defer (the "Deferred Principal"), shall not be paid
at the time otherwise provided in connection with the Closing. Instead, the
Deferred Principal shall be separately accounted for on the books of the
Company, and shall be paid, in full, together with additional amounts accrued
thereon as provided in Section 5 below, on the fifth anniversary of the Closing
Date (the "Payment Date").

     Section 5. Deferred Benefits.

     5.1. Payment of Deferred Amounts. Except as otherwise provided in Sections
6 and 7 below, the Company shall pay a Participant on the Payment Date an amount
equal to the Participant's: 


     (a) Deferred Principal, plus


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     (b) the Participant's Investment Return amounts, as defined in Paragraph
     5.2, plus

     (c) if the Participant is a Company Return Participant, the Company Return
     Amount as defined in Paragraph 5.3.

This obligation shall not be affected by the actual rate of return earned on the
Deferred Principal or upon amounts held in any "Rabbi" Trust maintained by the
Company in connection with the Plan, but shall be an absolute and unconditional
obligation of the Company at the Payment Date.

     5.2. Investment Return. On or before the Closing Date, the Participant
shall be given the opportunity to elect to have the accrual of income, gains or
losses on his Deferred Principal measured by the investment return of one or
more investment opportunities as described in Exhibit B attached hereto
("Investment Alternatives"). The Participant may choose one Investment
Alternative, or may allocate his or her Deferred Principal among more than one
of the Investment Alternatives. The Participant's "Investment Return", as
measured at any time, shall be determined as provided on Exhibit B.

     5.3. Company Return Amount. "Company Return Amount" shall mean an amount
determined by applying a rate equal to five percent (5%) compounded quarterly to
a Company Return Participant's Deferred Principal 


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(not including any Investment Return) for the time period commencing on the
Closing Date through the Payment Date or such earlier date as the Participant's
Deferred Principal is paid as provided in Section 7 below.

     Section 6. Step-down.

     If,

     (a) (i) prior to the Payment Date, a Participant's employment with the
Company is terminated as a result of (A) termination by the Company for Cause or
(B) voluntary termination by the Participant other than a Constructive
Discharge, and

         (ii)the Participant enters into Competition during the period ending on
the earliest of the (A) second anniversary of the termination of his employment,
(B) the Payment Date or (C) the Accelerated Payment Date, or

     (b) (i) prior to the Payment Date, a Participants employment with the
Company is terminated as the result of (A) termination by the Company other than
for Cause or (B) voluntary termination by the Participant as a result of a
Constructive Discharge, and

         (ii)the Participant refuses to execute a release fully discharging and
releasing the Company from any and all suits, claims or liability, as such
release shall be prepared by the Company in its reasonable judgment,


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then the Participant shall not be entitled to payment of the amounts described
in Paragraphs 5.1, 5.2 and 5.3 above, but shall instead be entitled to a payment
equal to the sum of (i) such Participant's Deferred Principal plus (ii) an
amount determined by applying the applicable Money Market Rate to such
Participant's Deferred Principal compounded quarterly for the time period
commencing on the Closing Date through the Payment Date (or such earlier date as
the Participant's Deferred Principal is paid) (the "Step-down Amount"). The
Step-down Amount shall be paid on the Payment Date, except as otherwise provided
in Section 7 below.

     Section 7. Accelerated Payment.

     7.1. Occasion for Accelerated Payment. No later than thirty (30) days
following the earliest of:

     (a) a Tax Acceleration Date,

     (b) a Company Trigger Event, or

     (c) such date as the Committee, in its sole discretion, in response to a
request from the Participant, elects to make an early payout, the Company shall
pay the Participant the amount described in Paragraph 7.2 in lieu of the payment
provided in Sections 5 or 6. (The date of such payment shall hereinafter be
referred to as the Participant's "Accelerated Payment Date.")

     7.2. Amount of Accelerated Payment. Except as provided in the next
sentence, the amount paid to the Executive under this Section 7 shall be the


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amount determined under Section 5 as accrued through the end of the calendar
quarter immediately preceding the Participant's Accelerated Payment Date (an
"Accelerated Payment"). If a Participant for whom an Accelerated Payment is to
be made has previously become subject to the Step-down, as provided in Section 6
above, then the amount of the Accelerated Payment shall be the Step-down Amount
accrued through the Accelerated Payment Date.

     Section 8. Contributions to Rabbi Trust.

     8.1. Creation of Trust. On or before the Closing Date, the Company shall
enter into the Trust agreement with the Trustee.

     8.2. Initial Contribution. On the Closing Date, the Company shall deliver
to the Trustee an amount equal to the aggregate of the Deferred Principal of all
Participants, to be held by the Trustee pursuant to the Trust.

     8.3. Annual Contributions. No later than thirty (30) days after each
anniversary of the Closing Date, through and including the fourth anniversary of
the Closing Date, the Company shall deposit with the Trustee an amount equal to
the Company Return Amount that would be payable to the Company Return
Participants if such payment were due on the then immediately preceding
anniversary of the Closing Date. For purposes of calculating the Company 


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Return Amount then due, all previous deposits of such amount and accrued
earnings thereon (net of any taxes) shall be credited to the Company. If the
date for such deposit is not a business day, the Company Return Amount deposit
shall be made on the business day immediately preceding such deposit date.

     8.4. Company Obligation. Payment of any and all amounts due to Participants
under this Plan (a "Payment Obligation") constitutes a direct obligation of the
Company. Payment of all amounts owing, either on a Payment Date or an
Accelerated Payment Date, shall be made when due in cash, bank or cashier's
check, or other immediately available funds. The Company's Payment Obligation to
any Participant on any date shall be reduced by any amounts paid by the Trustee
to the Participant in respect of the Payment Obligation (and which have not
previously been used to offset a Payment Obligation), on a dollar for dollar
basis. For purposes of this Plan time is of the essence. The Company shall have
the right to withhold all Federal, state local and/or other taxes required by
applicable laws.

     Section 9. Incurrence of Tax.

     9.1. General. It is intended that no Participant shall incur Federal, state
or local income tax in respect of his or her Deferred Principal or any accruals
thereon under this Plan ("Aggregate Deferrals") unless and until such amounts


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are actually paid to the Participant. The Company shall not report any amount of
the Aggregate Deferrals as income to Participants for purposes of any income tax
law, unless and until such amounts are actually paid to the Participant.

     9.2. Assessment of Tax. If, prior to the Payment Date, a Participant or the
Company receives a notice of assessment of any tax from any Federal, state or
local taxing authority in respect of such Participant's Aggregate Deferrals (an
"Assessment"), the notified party shall inform the other party of such notice
within ten (10) days of receipt of such notice or, if earlier, prior to the time
specified therein for the payment of tax or other response (the "Response
Date"). Prior to the Response Date, the Company at its election shall (a) make a
full Accelerated Payment of the Participant's entire Aggregate Deferral as
provided in Section 7 above, or (b) indemnify the Participant for the penalties
and costs associated with the Assessment and assume the costs related to the
defense thereof (an "Indemnification Election"), upon the terms and conditions
set forth below in Paragraph 9.3.

     9.3. Indemnification Election. If the Company makes an Indemnification
Election, it agrees to indemnify and hold the Participant harmless against, from
and in respect of (i) any and all penalties, interest, fees, damages,
liabilities and costs whatsoever based on or arising in respect of the
Assessment (not including 


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income tax amounts which shall either be withheld as described in Section 8.4,
or, if paid to the Participant without withholding, shall be the obligation of
the Participant) and (ii) any and all expenses whatsoever, as reasonably
incurred (including, without limitation, the fees and disbursements of counsel
acceptable to the Company and the Participant) in investigating, preparing or
defending against any litigation, investigation or proceeding by any
governmental agency or body, commenced or threatened relating to the Assessment
("Assessment Liability"). The Company shall not effect any settlement of any
pending or threatened proceeding relating to an Assessment unless such
settlement includes an unconditional release of the Participant from all
liabilities on claims that are the subject of such proceeding. 

     If the Company makes an Indemnification Election, Participant agrees (a) to
permit the Company to assume the defense of such Assessment, (b) to take
reasonable steps to assist the Company as requested, and (c) not to effect any
settlement of any pending or threatened proceeding relating to an Assessment
without the Company's written consent, which consent shall not be unreasonably
withheld, provided that the Participant shall have no requirement to defend to
the extent that he or she must incur any personal obligation for legal fees or
other costs in connection with the defense of such Assessment. If the
Participant receives an opinion of counsel that continued defense is reasonably
likely to result in violation of criminal law, the Participant shall have no
further 


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obligation to defend and the Company shall immediately pay the Participant an
Accelerated Payment of the Participant's entire deferral as provided in Section
7 above. Notwithstanding the election otherwise available to the Company as
described in Section 9.2 above, if the Participant suffers a final
non-appealable judgment in a court of competent jurisdiction that tax is due on
any deferred amounts hereunder which have not yet been distributed, then the
Company shall make a full Accelerated Payment of the Participant's entire
Aggregate Deferral as provided in Section 7 above.

     9.4. Scope of Indemnification. Notwithstanding the above, the Company
hereby indemnifies the Participant against any and all Assessment Liability
incurred in respect of the period beginning on the Closing Date and ending
immediately prior to the Accelerated Payment Date.

     9.5. Trust Income. The Company shall have no right to cause the payment of
(a) any federal, state or local income tax incurred in respect of the Trust or
(b) any costs, expenses or fees incurred in connection with an Assessment to be
made out of the "Rabbi" Trust, or to otherwise recoup any such amount out of the
"Rabbi" Trust.

     Section 10. Miscellaneous


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     10.1. Payment in Certain Events. In the event of the death of a
Participant, any amounts to be paid to the Participant hereunder shall instead
be paid to his or her Beneficiary, who shall succeed to all rights of the
Participant hereunder. Any such payment shall be a complete discharge of the
obligations of the Company under the provisions of the Plan.

     10.2. Committee Protection. The Committee shall be entitled to rely on the
advice of counsel, certificates of independent public accountants of the
Company, representations of officers of the Company, and any other
representations believed by the Committee to be genuine; and no member of the
Committee shall be liable for any action taken in reliance on any such advice,
certificates or representations. In no event shall any member of the Committee
be liable for any act or omission of any other member of the Committee, nor for
anything whatsoever in connection with the administration of the Plan except for
his or her own willful misconduct.

     10.3. Unfunded Obligation. The amounts to be paid to Participants or their
Beneficiaries pursuant to this Plan are intended to constitute unfunded
obligations of the Company for purposes of federal income tax laws. Any
investments and the creation or maintenance of any "Rabbi" Trust or other trust
in connection with this plan shall not create or constitute a trust or a
fiduciary 


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relationship between the Committee or the Company and a Participant,
or otherwise create any vested or beneficial interest in any Participant or his
or her Beneficiary or his or her creditors in any assets of the Company
whatsoever beyond the specific terms of such Trust.

     10.4. Nonassignment. The right of a Participant or his or her Beneficiary
to the payment of any amounts under the Plan may not be assigned, transferred,
pledged or encumbered nor shall such right or other interests be subject to
attachment, garnishment, execution or other legal process.

     10.5. No Right to Continued Employment. Nothing in the Plan shall be
construed to confer upon any Participant any right to continued employment with
the Company nor interfere in any way with the right of the Company to terminate
the employment of such Participant at any time without assigning any reason
therefor.

     10.6. Expenses and Interest. If a good faith dispute arises with respect to
the enforcement of the Participant's rights under this Plan, or if any legal or
arbitration proceeding shall be brought in good faith to enforce or interpret
any provision contained herein, or to recover damages for breach hereof, the
Participant shall recover from the Company any reasonable attorney's fees and
necessary costs and disbursements incurred as a result of such dispute, and


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prejudgment interest in any money judgment or arbitration award obtained by the
Participant calculated at the rate of interest published by The Wall Street
Journal from time to time as the base rate on corporate loans by at least 75% of
the nation's 30 largest banks from the date that payments to the Participant
should have been made under this Plan.

     10.7. Payment Obligations Absolute. The Company's obligation to pay the
Participant the compensation and to make the arrangements provided herein shall
be absolute and unconditional and shall not be affected by any circumstances,
including, without limitation, any setoff, counterclaim, recoupment, defense or
other right which the Company may have against the Participant or anyone else.
All amounts payable by the Company hereunder shall be paid without notice or
demand. Each and every payment made hereunder by the Company shall be final and
the Company will not seek to recover all or any part of such payment from the
Participant or from whomsoever may be entitled thereto, for any reason whatever.

     10.8. Successors. If the Company sells, assigns, or transfers all or
substantially all of its business and assets to any person, excluding affiliates
of the Company, or if the Company merges into or consolidates or otherwise
combines with any person which is a continuing or successor entity, then the


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Company shall assign all of its rights, title and interest in this Plan as of
the date of such event to the person which is either the acquiring or successor
company ("Successor"), and such person shall assume in writing and perform from
and after the date of such assignment all of the terms, conditions and
provisions imposed by this Plan upon the Company. Failure of the Successor to
assume the Company's obligations under this Plan in writing at consummation of
the transaction requiring assignment shall constitute a Company Trigger Event.
In case of such assignment by the Company and of written assumption and
agreement by such Successor, all further rights as well as all other obligations
of the Company under this Plan thenceforth shall cease and terminate and
thereafter the expression "the Company" wherever used herein shall be deemed to
mean such Successor or Successors. No provision in this Section 10.8, nor any
transaction contemplated thereby, including a written assumption by a Successor
to perform the terms, conditions and provisions imposed by this Plan, shall
avoid the occurrence a Company Trigger Event or otherwise affect the operation
of Section 7.1 above.

     10.9. Partial Unenforceability. The provisions of this Plan shall be
regarded as divisible, and if any such provisions or any part hereof are
declared invalid or unenforceable by a court of competent jurisdiction, the
validity and 


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enforceability of the remainder of such provisions or parts hereof and the
applicability thereof shall not be affected thereby.

     10.10. Any provision of this Plan affecting rights, obligations or benefits
of any individual Participant shall constitute an agreement between the Company
and that Participant.

     10.11. Amendment. The Committee has no power or authority to amend the
Plan.

     10.12. Governing Law. This Plan and the rights and obligations hereunder
shall be governed by and construed in accordance with the laws of the State of
New Jersey.

     10.13. Notice. Notices given pursuant to this Plan shall be in writing and
shall be deemed given when received and, if mailed, shall be mailed by United
States registered or certified mail, return receipt requested, addressee only
postage prepaid.

     To the Company at:  American Re-Insurance Company
                         555 College Road East
                         Princeton, NJ 08543.


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     To the Participant at the address of the Participant listed in the then
current payroll records of the Company.

     10.14. No Waiver. No waiver by any party at any time of any breach by
another party of, or compliance with, any condition or provision of this Plan to
be performed by another party shall be deemed a waiver of similar or dissimilar
provisions or conditions at any time.

     10.15. Headings. The headings herein contained are for reference only and
shall not affect the meaning or interpretation of any provision of this Plan.

     I hereby certify that the foregoing Plan was duly adopted by the Board of
Directors of the Company on November 25, 1996.


     Executed on this ______ day of ________________________, 1996.


                                    _______________________________
                                    Robert K. Burgess
                                    Secretary


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