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                   AMERICAN RE CORPORATION LONG-TERM INCENTIVE PLAN


1.   Purposes

     The purpose of the American Re Corporation Long-Term Incentive Plan (the
     "Plan") is to enable American Re Corporation (the "Company") to attract,
     retain, motivate and reward executives and Key Employees of the highest
     caliber and quality by providing them with the opportunity to earn
     incentive compensation directly linked to the Company's long-term
     performance.

2.   Definitions

     For purposes of the Plan, the following terms shall be defined as follows:

     "Aggregate Operating Income" means the sum of the Company's after-tax
     operating income from reinsurance and insurance operations and the
     after-tax fee income from Subsidiaries for each of the four years of the
     performance period as determined under GAAP.

     "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
     Participant has no beneficiary, 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, Beneficiary shall also mean the person in
     the first category of the following categories of beneficiaries which has
     living members:  (a) spouse, (b) children, (c) grandchildren, (d) parents,
     (e) brothers and sisters, and, if none of the above, Participant's estate.

     "Board" means the Board of Directors of the Company.

     "Cause" means that the Participant shall have (i) been convicted of a
     felony; (ii) willfully failed to perform the duties of his position; (iii)
     stolen or embezzled property, or (iv) committed an act of willful
     misconduct which is damaging or detrimental to the Company or a Subsidiary.

     "Code" means the Internal Revenue Code of 1986, as amended, and the
     applicable rulings and regulations (including any proposed regulations)
     thereunder.

     "Committee" means the Executive Committee of the Board, any successor
     committee thereto or any other committee appointed by the Board to
     administer the Plan.

     "Disability" means eligibility for disability benefits under the terms of
     the Company's long-term disability plan in effect at the time the
     Participant becomes disabled.

     "Individual Target Award" of a Participant means the amount to be paid to
     the Participant if the Company meets a specified level of achievement
     relative to the Performance Targets described in Section 4 hereof.

     "Key Employee" means any employee of the Company or Subsidiary who shall
     have been designated by the Committee as a Key Employee for purposes of the
     Plan.

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     "Normal Retirement" means Normal Retirement under the American Re-Insurance
     Company Employees' Pension Plan.

     "Participant" means each officer or Key Employee of the Company or a
     Subsidiary whom the Committee designates as a participant under the Plan.

     "Performance Targets" means the targets related to the performance goals
     designated in Section 4(c) which Performance Targets will be established by
     the Committee for a Performance Period.

     "Performance Period" means each period consisting of four fiscal years of
     the Company or such other period as may be designated by the Committee.

     "Plan" means the American Re Corporation Long-Term Incentive Plan and any
     successor plan of the Company.

     "Return on Equity" (ROE) is defined as the consolidated arithmetic average
     return on equity for each of the four years in the performance period.  The
     ROE calculation is performed as follows:

          (1)  A ROE calculation for each of the performance years is made.
               This is done by dividing the GAAP after-tax operating income by
               the average equity for that year (average equity is determined by
               taking the average of the equity at the beginning of the year and
               the end of the year).  The resulting percentage is the return on
               equity for that year.

          (2)  The resulting four ROE percentages for each of the performance
               years are then averaged arithmetically resulting in the
               consolidated arithmetic ROE for the four-year performance period.

     "Subsidiary" means (i) a corporation or other entity with respect to which
     the Company, directly or indirectly, has the power, whether through the
     ownership of voting securities, by contract or otherwise, to elect at least
     a majority of the members of such corporation's board of directors or other
     entity's analogous governing body, or (ii) any other corporation or other
     entity in which the Company, whether directly or indirectly, has an equity
     or similar interest and which the Committee designates as a Subsidiary for
     purposes of the Plan.


3.   Administration

     (a)  Power and Authority of Committee.  The Plan shall be administered by
          the Committee which shall have full power and authority, subject to
          the express provisions hereof:

          (i)       to select Participants from officers or Key Employees of the
                    Company;

          (ii)      to establish the Performance Targets and Individual Target
                    Awards for achievement during a Performance Period and to
                    determine whether such Performance Targets have been
                    achieved;

          (iii)     to prescribe, amend and rescind rules and procedures
                    relating to the Plan;

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          (iv)      to vary the terms of awards to take account of tax,
                    securities law and other regulatory requirements of foreign
                    jurisdictions;

          (v)       subject to the provisions of the Plan and subject to such
                    additional limitations and restrictions as the Committee may
                    impose, to delegate to one or more officers of the Company
                    some or all of its authority under the Plan;

          (vi)      to employ such legal counsel, independent auditors and
                    consultants as it deems desirable for the administration of
                    the Plan and to rely upon any opinion or computation
                    received therefrom; and

          (vii)     to make all other determinations and to formulate such
                    procedures as may be necessary or advisable for the
                    administration of the Plan.

     (b)  Plan Construction and Interpretation.  The Committee shall have full
          power and authority, subject to the express provisions hereof, to
          construe and interpret the Plan.

     (c)  Determinations of Committee Final and Binding.  All determinations by
          the Committee in carrying out and administering the Plan and in
          construing and interpreting the Plan and in determining whether there
          has been a forfeiture of benefits under this Plan shall be final,
          binding and conclusive for all purposes and upon all persons
          interested herein.

     (d)  Liability of the Committee.  No member of the Committee shall be
          liable for any action nor determination other than willful misconduct,
          and the members of the Committee shall be entitled to indemnification
          and reimbursement in the manner provided in the Company's Certificate
          of Incorporation as it may be amended from time to time.  In the
          performance of its responsibilities with respect to the Plan, the
          Committee shall be entitled to rely upon information and advice
          furnished by the Company's officers, the Company's accountants, the
          Company's counsel and any other party the Committee deems necessary,
          and no member of the Committee shall be liable for any action taken or
          not taken in reliance upon any such advice.

4.   Awards

     (a)  Performance Targets and Individual Target Awards.  The Committee shall
          determine in its sole discretion whether any officer or Key Employee
          of the Company shall have the opportunity to earn incentive
          compensation under the Plan during any Performance Period.  If the
          Committee decides to offer such opportunity to one or more officers or
          Key Employees of the Company, then no later than ninety (90) days from
          the beginning of a Performance Period (or such other time as may be
          required or permitted by the Committee), the Committee shall (i)
          designate each Participant for the Performance Period, and (ii)
          establish specific Performance Targets related to the performance
          goals set forth in Section 4(c) below and the Individual Target Awards
          which may be earned for the Performance Period by each Participant.
          The Committee may specify that the Individual Target Award for a
          Performance Period will be earned only if a Performance Target is
          achieved.  The performance goals, and the incentive amount to be
          earned for a

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          given Performance Period, will vary based upon different levels of
          achievement of the applicable Performance Targets.

     (b)  Following the completion of each Performance Period, the Committee
          shall certify in writing whether the applicable Performance Targets
          have been achieved for such Performance Period and the incentive
          amounts, if any, payable to Participants for such Performance Period.

     (c)  Performance Goals.  For purposes of this Plan, the performance
          criteria for which the Committee shall establish Performance Targets
          applicable to specific Performance Periods shall be the following:

               (i)  Aggregate Operating Income;

               (ii) Return On Equity;

          each of which may be established (1) on a corporate-wide basis or with
          respect to one or more operating units, divisions, acquired
          businesses, or joint ventures, or, where applicable, or (2) on a
          relative or an absolute basis.

     (d)  Payment of Awards, Maximum Limitation.  Notwithstanding anything in
          this Plan to the contrary, the maximum aggregate incentive amount that
          may be earned under the Plan by a Participant for each Performance
          Period shall be two hundred percent (200%) of the Participant's Target
          Award.

5.   Termination of Employment

     If a Participant's employment with the Company or a Subsidiary terminates
     during a Performance Period by reason of death, Disability, or Normal
     Retirement, the Participant, or the Participant's beneficiary, if
     applicable, shall be eligible to receive an award equal to the award the
     Participant would have received for the Performance Period if the
     Participant had remained in the employ of the Company or a Subsidiary for
     the entire Performance Period multiplied by a fraction that equals the
     number of full months for which the Participant was employed during the
     Performance Period divided by forty-eight (48).  In the event a
     Participant's employment with the Company terminates due to death,
     Disability, or Normal Retirement, prior to distribution under the Plan, the
     Participant's payout, if any, will be distributed as soon as practicable,
     at or about the time of distribution under the Plan and any and all
     deferral elections made prior thereto shall be null and void.  If a
     Participant's employment with the Company or a Subsidiary terminates during
     a Performance Period by voluntary resignation or for Cause, the
     Participant's participation in the Plan shall terminate forthwith and he or
     she shall not be entitled to an award for such Performance Period.  If a
     Participant's employment with the Company or a Subsidiary terminates during
     a Performance Period for any other reason, including, but not limited to,
     early retirement under the American Re-Insurance Company Employees' Pension
     Plan, the Participant's participation in the Plan shall terminate forthwith
     and he or she shall not be entitled to any award for such Performance
     Period unless approved otherwise by the Committee.





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6.   Payment of Awards

     Payment of awards determined under Sections 4 and 5 shall be made to each
     Participant as soon as practicable after the Committee determines that the
     applicable Performance Targets have been achieved.

7.   Deferrals

     (a)  Election to Defer

          Any Participant who is subject to United States taxation may make an
          irrevocable election to defer receipt of payment of all or part of a
          potential award in the amount of $25,000 or more by submitting a
          written notice to the Company by December 31 preceding the beginning
          of the fourth year of the Performance Period to which such award
          relates.  Amounts deferred and interest accrued thereon as provided
          below will be credited to a book entry account in the name of the
          Participant (the "Deferred Compensation Account").

     (b)  Interest on Deferrals

          Except as set forth below, interest will accrue on the amounts
          remaining in a Participant's Deferred Compensation Account at a rate
          equal to the annual rate of yield of the longest term United States
          Treasury Bond (excluding perpetual bonds and bonds that may be used
          for payment of inheritance taxes) outstanding at year end for the year
          of the interest accrual, or such other rate determined by the
          Committee.  Interest on the amounts remaining in a Participant's
          Deferred Compensation Account will be determined annually and, to the
          extent practicable, distributed in accordance with the same schedule
          as amounts deferred.

     (c)  Events of Distribution

          A Participant whose annual salary is $165,000 or more at the time of
          the election may elect any of the following events of distribution
          with respect to the Participant's Deferred Compensation Account:

               (1)  One (1) year following the payment of an award;

               (2)  Three (3) years following the payment of an award;

               (3)  Five (5) years following the payment of an award, or

               (4)  Termination of employment.

          A Participant whose annual salary is less than $165,000 at the time of
          the election may elect any of the following events of distribution
          with respect to the Participant's Deferred Compensation Account, but
          in no event shall the distribution date be later than the
          Participant's 53rd birthday:

               (1)  One (1) year following the payment of an award;

               (2)  Three (3) years following the payment of an award, or

               (3)  Five (5) years following the payment of an award.

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         The annual salary limitations specified in this Section and Section
         10(e) of the Plan shall be adjusted for each applicable Performance
         Period in accordance with the applicable average annual percentage
         increase in the officer salary ranges as determined by the Company.

     (d)  Methods of Distribution

          The Participant may elect any of the following methods of distribution
          with respect to the Participant's Deferred Compensation Account, with
          payments commencing within sixty (60) days after the happening of the
          Participant's elected event of distribution described above in Section
          7 (c):

               (1)  A lump sum, or

               (2)  Annual installments of principal and interest over a period
                    of:

                    (a)  Three (3) years, or

                    (b)  Five (5) years.

     (e)  Balance in Participant's Deferred Compensation Account

          If the Participant has elected to receive installment payments and the
          balance in the Participant's Deferred Compensation Account is less
          than $25,000 at the time the applicable event of distribution (as
          described in Section 7(c)) occurs, the remainder of the account will
          be distributed to the Participant in a single lump sum within sixty
          (60) days thereafter.

          The Committee may, in its sole discretion, accelerate the payment of a
          Participant's Deferred Compensation Account balance, along with
          accrued interest.

          In the event a Participant's employment with the Company terminates
          for any reason other than Normal Retirement or Disability after the
          time of distribution to the Participant's Deferred Compensation
          Account under the Plan, or such Participant dies prior to receipt of
          amounts deferred, the balance in such Participant's Deferred
          Compensation Account, along with accrued interest, will be distributed
          to the Participant, or, in the event of the Participant's death, to
          the Participant's Beneficiary within sixty (60) days of termination.
          In the event a Participant's employment with the Company terminates
          due to such Participant's Disability, the Committee may, in its
          discretion, distribute the balance in such Participant's Deferred
          Compensation account along with interest accrued but not yet recorded,
          as soon as practicable, at or about the time of distribution under the
          Plan, notwithstanding the Participant's election to defer.

8.   Effective Date; Term

     The Plan shall be effective with respect to Performance Periods
     beginning on January 1, 1997 and January 1, 1999.  Unless earlier
     terminated in accordance with Section 9 below, no award shall be made
     under the Plan with respect to Performance Periods beginning after
     January 1, 2002.


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9.   Amendment and Termination

     Notwithstanding Section 8, the Board or the Committee may at any time
     amend, suspend, discontinue or terminate the Plan, but no such action shall
     deprive any Participant of any accrued right hereunder.

10.  Miscellaneous

     (a)  Tax Withholding. The Company may withhold any federal, state or local
          taxes of any kind required by law to be withheld with respect to any
          payments made hereunder.

     (b)  No Rights to Awards or Employment.  No Participant shall have any
          claim or right to receive awards under the Plan.  Nothing in the Plan
          shall confer upon any employee of the Company any right to continued
          employment with the Company or interfere in any way with the right of
          the Company to terminate the employment of any of its employees at any
          time, with or without cause.

     (c)  Other Compensation.  Nothing in this Plan shall preclude or limit the
          ability of the Company to pay any compensation to a Participant under
          the Company's other compensation and benefit plans and programs.

     (d)  No Limitation on Corporate Actions.  Nothing contained in the Plan
          shall be construed to prevent the Company or any Subsidiary from
          taking any corporate action which is deemed by it to be appropriate or
          in its best interest, whether or not such action would have an adverse
          effect on any awards made under the Plan.  No Participant, beneficiary
          or other person shall have any claim against the Company or any
          Subsidiary as a result of any such action.

     (e)  Unfunded Plan. This Plan is intended to be an unfunded deferred
          compensation plan.  More particularly, this Plan is intended to be,
          and shall operate as, (1) a bonus program (within the meaning of 29
          C.F.R. Section 2510.3-2(c)) for Participants of this Plan receiving an
          annual salary not exceeding $165,000, as adjusted over time; and (2) a
          plan which is unfunded and is maintained by an employer primarily for
          the purpose of providing deferred compensation for a select group of
          management or highly compensated employees for Participants of this
          Plan receiving an annual salary of $165,000 or more, as adjusted over
          time. Prior to the payment of any award, nothing contained herein
          shall give any Participant any rights that are greater than those of a
          general creditor of the Company.

     (f)  Non-Transferability.  Except as expressly provided herein, no
          Participant or Beneficiary shall have the power or right to sell,
          transfer, assign, pledge or otherwise encumber or dispose of the
          Participant's interest under the Plan.  Any attempt or act to so sell,
          transfer, assign, pledge, or otherwise encumber or dispose of the
          Participant's or Beneficiary's interest shall result in a forfeiture
          of the Participant's or Beneficiary's interest in the Plan, unless
          consented to by the Committee.

     (g)  Designation of Beneficiary.  A Participant may designate a Beneficiary
          or Beneficiaries to receive any payments which may be made following
          the Participant's death.  Such

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          designation may be changed or canceled at any time without the consent
          of such Beneficiary.  Any such designation, change or cancellation
          must be made in a form approved by the Committee and shall not be
          effective until received by the Committee.  If a Participant does not
          designate a Beneficiary, or the designated Beneficiary or
          Beneficiaries predeceases the Participant, any payments which may be
          made following the Participant's death shall be made in accordance
          with Section 2 hereof.

     (h)  Severability.  If any provision of this Plan is held unenforceable,
          the remainder of the Plan shall continue in full force and effect
          without regard to such unenforceable provision and shall be applied as
          though the unenforceable provision were not contained in the Plan.

     (i)  Expenses. The costs and expenses of administering the Plan shall be
          borne by the Company.

     (j)  Governing Law.  The Plan and all actions taken thereunder shall be
          governed by and construed in accordance with and governed by the laws
          of the State of Delaware, without reference to principles of conflict
          laws.



                                        AMERICAN RE CORPORATION

                                        By: ___________________________

                                        Title: ________________________

                                        Date:  ________________________