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                                                                  Exhibit 10.20

1        AIMS OF THE LONG-TERM INCENTIVE PLAN (LIP)

         The Munich Reinsurance Company (MR) wishes to take account of its
         shareholders' legitimate interest in maintaining and enhancing Munich
         Re's corporate success in the long term and has therefore decided to
         set up a long-term incentive plan. This additional compensation
         component is intended to reward Board members and top executives for
         their part in achieving this success, for which they carry major
         responsibility. The plan provides members with the possibility of
         participating in the price performance of Munich Re stock once a
         vesting period has elapsed and two thresholds have been exceeded.

         With this plan, the Munich Re aims to integrate the idea of shareholder
         value into the compensation system, thereby promoting harmonization of
         the interests of management and shareholders.

         At the same time, the plan results in increased emphasis on variable
         compensation and thus in greater identification by management with
         Munich Re's corporate goals and performance.

         Since long-term incentives are now common internationally as an element
         of compensation packages, Munich Re will also enhance its
         attractiveness to international executives.

2        DESIGN OF THE PLAN

         The Long-Term Incentive Plan is a "stock appreciation rights plan"
         which provides for stock appreciation rights linked to the performance
         of Munich Re shares. These rights will be issued free of charge to
         those taking part in the plan.

         Each stock appreciation right entitles the holder to draw in cash, up
         to a certain level, the difference between the MR share price at the
         time when the right is exercised and that applying at the start of the
         plan.

         However, in order to comply with the goal of increasing the company's
         value in the long term, exercise of the stock appreciation rights is
         possible only under the following conditions:

         1.       MR stock must outperform the DAX 30 at the end of a
                  three-month period twice during the term of the plan (index
                  threshold).

         2.       The MR share price at the time the stock appreciation rights
                  are exercised must also have risen by at least 20 percent
                  compared to the price at the start of the plan (price
                  threshold).

         3.       The rights may be exercised only in fixed time windows and in
                  accordance with the statutory regulations on insider trading.


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         The Long-Term Incentive plan has an overall term of 7 years. The plan
         details are described in the following sections of this brochure.

         FIGURE 1:  DESIGN OF THE LONG-TERM INCENTIVE PLAN*

         [captions]

         MR-Akienkurs      MR stock price
         Sperrfrist        Vesting period
         Kurssteigerung    Price increase
         Maximum           Maximum
         Kurshurde 20%     20% price threshold
         Jahr              Year
         Planlaufzeit      Plan term






                                                          Assumed point in time
                                                          at which the DAX 30
                                                          has been outperformed
                                                          twice after 3 months
                                                          in each case.
          --------------------------------------------------------------------
          EXERCISE POSSIBLE?

          --------------------------------------------------------------------
          ---------- ---------------------------------------------------------
          1          Exercise not possible, as within the vesting period.
          2          Exercise not possible, as index threshold not passed.
          3          Exercise not possible, as price threshold not exceeded.
          4          Exercise possible within the framework of the exercise
                     conditions, as both exercise thresholds passed.

          ---------- ---------------------------------------------------------
                                                        (Explanations to graph*)

*    For the full graph, please see page 03 of the German brochure (copy
     attached).


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3        TERM

         The Long-Term Incentive Plan starts on 1st July 1999 and will end after
         a term of 7 years on 30th June 2006.

4        PARTICIPANTS

         Those taking part in the Long-Term Incentive Plan will be the Board
         Members of the Munich Reinsurance Company and the top executives of MR
         and its International Organization.

         Participation in the Long-Term Incentive Plan is subject to special
         conditions which supplement the contract of employment existing between
         a participant in the plan and the company concerned.

5        NUMBER OF STOCK APPRECIATION RIGHTS

         All participants in the plan will receive a personal written statement
         of the number of stock appreciation rights granted to them.

         The stock appreciation rights are personal and cannot be transferred
         except in the case of succession.

6        DETERMINATION OF INITIAL STOCK PRICE

         The price of MR stock at the start of the plan on 1st July 1999, i.e.
         the initial stock price, has been calculated from the average of the
         closing prices for MR shares in Frankfurt Xetra trading over the ten
         trading days before 1st July 1999. It currently amounts to EUR 182.6.
         Should during the term of the plan the price of MR stock be affected by
         a capital measure such that the assumptions of the plan are distorted,
         the initial stock price will be adjusted by the Munich Reinsurance
         Company, taking account of the original intentions of the plan.

7        DETERMINATION OF THE EXERCISE PRICE

         The decisive price when exercising stock appreciation rights is the
         closing price in Frankfurt Xetra trading.

         When rights are exercised while the stock exchange is open1, the
         closing price of that business day will be taken. The participant can
         set a selling limit in this case. When rights are exercised after
         closing but before opening of the stock exchange, the last closing
         price then applies.

1    The business hours of Frankfurt Xetra trading are currently 8:30 a.m. to
     5:00 p.m. CET.

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8        EXERCISE OF STOCK APPRECIATION RIGHTS

         Once the two-year vesting period has elapsed, exercise of the stock
         appreciation rights will be possible between 1st July 2001 and the end
         of the plan term on 30th June 2006, provided the following conditions
         are fulfilled:

         EXERCISE THRESHOLDS

         Stock appreciation rights may only be exercised if the price of MR
         shares has increased by at least 20 percent compared with the initial
         share price. In addition, during the term of the plan the DAX 30 must
         have been outperformed twice by MR shares at the end of a three-month
         period on the basis of the respective performance figures. These
         periods may not overlap. The participants will be informed as soon as
         this condition has been met.

         OBSERVANCE OF INSIDER REGULATIONS

         In order to avoid the possibility of advantages being obtained through
         special knowledge when stock appreciation rights are exercised, these
         rights may be exercised in the period stated only within precisely
         defined time windows and in compliance with the statutory regulations
         on insider trading. At the start of each plan year in the exercise
         period, the participants in the plan will be informed about the time
         windows in which the exercise of stock appreciation rights is possible.

         Observance of the exercise times does not, however, release the
         participants from the duty to comply with the national statutory
         regulations on insider trading as if the stock appreciation rights were
         stock options or shares.

         EXERCISE OF STOCK APPRECIATION RIGHTS IN TRANCHES

         Stock appreciation rights may be exercised as a whole or also in
         tranches of at least 100 rights.

         If after an exercise order fewer than 100 stock appreciation rights
         remain, these are also exercised for the participant in the plan.

         UNEXERCISED OPTION RIGHTS

         Stock appreciation rights which on the last trading day of the plan
         term have not been exercised by the participant shall be exercised for
         the participant, provided the prerequisites are met.


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9        POSSIBLE PROFITS FROM THE LONG-TERM INCENTIVE PLAN

         The gross profit achieved from exercising stock appreciation rights is
         calculated from the difference between the exercise price and the
         initial MR share price.

         The gross profit is limited to an increase of 150 percent of the
         initial MR share price.

         In accordance with the exercise conditions, it is up to the plan
         participants to determine themselves when is the best time for them to
         exercise their rights.

         The net profit is the gross profit achieved in this way, less statutory
         deductions.

         If MR shares have not (a) outperformed the DAX 30 twice for three
         months by the end of the plan term and (b) achieved a price increase of
         20 percent, the profit from the plan is then nil.

         SPECIMEN CALCULATION

         -----------------------------------------------------------------------
         ASSUMPTIONS
         -----------------------------------------------------------------------
         -----------------------------------------------------------------------
         Exercise of 500 stock appreciation rights
         Initial price of MR share: EUR 182.6
         Exercise price of MR share:  EUR 232.6
         -----------------------------------------------------------------------

         -----------------------------------------------------------------------
         CALCULATION OF GROSS PROFIT
         -----------------------------------------------------------------------
         -----------------------------------------------------------------------
         Gross profit      =500 stock appreciation rights x (232/6-182.6)
                           =EUR 25,000 (=DEM 48,896)
         -----------------------------------------------------------------------

10       TAXATION AND PAYMENT OF PROFITS

         The profits from the Long-Term Incentive Plan are paid out by the
         company which has granted the stock appreciation rights to the plan
         participant. Payment is effected, less the statutory deductions, with
         the salary slip for the month following the exercise of the rights.

         The statutory deductions depend on the tax legislation in the
         particular county in which the plan participant is liable for tax.
         Responsibility for the proper taxation of the profits from the plan
         lies with the participant.

         The exchange rate will be the rate applying on the exercise date.


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11       WHAT HAPPENS

         IN THE EVENT OF DISABILITY AND INCAPACITY?
         Participants who become disabled or incapacitated during the term of
         the plan will keep their stock appreciation rights.

         IN THE EVENT OF RETIREMENT?
         Participants who retire during the term of the plan will also deep
         their stock appreciation rights. If retirement occurs within one year
         of the start of the plan, however, the number of stock appreciation
         rights will be reduced pro rata temporis.

         IN THE EVENT OF DEATH?
         If a participant dies during the term of the plan, the stock
         appreciation rights will be exercised, subject to the exercise
         conditions, for the heir or heirs at the next possible time.

         IN THE EVENT OF A CHANGE OF JOB?
         Participant who change jobs within the Munich Re Group during the term
         of the plan will keep their stock appreciation rights.
         In all other cases in which a participant leaves the service of the
         company which granted the stock appreciation rights before the end of
         the plan term, the stock appreciation rights will be forfeited, and in
         the case of dismissal for exceptional reasons any profits from the
         stock appreciation rights will have to be repaid.

12       FUTURE INCENTIVE PLANS

         The decision as to whether LIPs will be set up in the years ahead and,
         if so, under what conditions, is open. Likewise, participation in this
         plan will not create any entitlement to participation in future plans.

13       NOTES ON ADMINISTRATION

         The Long-Term Incentive Plan will be administered by Dresdner Bank AG.
         The bank will keep track of the stock appreciation rights granted to
         each participant.

         After the plan starts, all participants will receive written
         notification of the number of stock appreciation rights, but at lease
         once every year during the exercise period, participants will be
         notified of the stock appreciation rights remaining. Requests from
         participants to exercise their stock appreciation rights must be made
         to the bank in writing. Participants will receive further information
         from the bank direct.

         Questions from participants may be directed to the persons at Munich Re
         responsible for personnel management.


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MUNICH REINSURANCE COMPANY
CONDITIONS FOR THE 1999 LONG-TERM INCENTIVE PLAN*

ART. 1            CONTRACTING PARTNERS

Within the framework of the Long-Term Incentive Plan (hereinafter "LIP"),
contractual relations shall exist only between the respective Plan participant
and the company from which the participant has received the statement granting
rights under the LIP.

ART. 2            TERM OF THE LIP

The LIP starts on 1st July 1999 and ends after a period of 7 years on 30th June
2006.

ART. 3            OBJECT OF THE LIP

The Munich Reinsurance Company (MR) is promoting the long-term increase in
Munich Re's value, measured by the increase in the price of MR shares, by
setting up a "stock appreciation rights plan". This plan involved giving stock
appreciation rights, free of charge, to the persons responsible for achieving
this corporate goal. By exercising stock appreciation rights, the participants
in the plan have the possibility of participating in the Munich Reinsurance
Company's success..

ART. 4            NUMBER OF STOCK APPRECIATION RIGHTS

After the plan starts, all participants in the plan will be notified in writing
of the number of stock appreciation rights granted to them.

ART. 5            CONTENT OF STOCK APPRECIATION RIGHTS

(1) Each stock appreciation right shall entitle its holder, when exercising the
right under the conditions set out in Articles 7 to 11, to realize as (taxable)
profit the difference between the price of MR shares at the time of exercise and
their initial price established at the start of the plan, up to a maximum of 150
percent of the initial price. (2) The stock appreciation rights may only be
exercised personally and are not transferable, except in the case of succession,
in which case the arrangements set out in Art. 11(3) shall apply.

ART. 6            INITIAL PRICE OF MUNICH RE SHARES

(1) The price of MR stock at the start of the plan on 1st July 1999, i.e. the
initial share price, shall be calculated from the average of closing prices for
MR shares in Frankfurt



*    This translation of the German conditions is for information purposes only.
     The German conditions constitute the legal basis of the plan.


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Xetra trading over the ten trading days before 1st July 1999. It currently
amounts to EUR 182.6.
(2) In the case of capital measures, the initial share price shall be adjusted
by the Munich Reinsurance Company, taking account of the original intentions of
the plan.

ART. 7            PREREQUISITES FOR THE EXERCISE OF STOCK APPRECIATION RIGHTS

(1) Stock appreciation rights may be exercised after a two-year blocking period
has elapsed and up to the last trading day before 1st July 2006.
(2) It is a prerequisite for the exercise of stock appreciation rights that
during the term of the plan the DAX 30 must have been outperformed twice by MR
shares at the end of a three-month period on the basis of the respective
performance figures. The periods may not overlap. The index is outperformed as
soon as MR shares lie 0.01 points above the index.
(3) Another prerequisite for the exercise of stock appreciation rights is that
MR shares must show a price increase of at least 20 percent compared with their
initial price.
(4) In order to exclude the possibility of advantages being obtained through
special knowledge when stock appreciation rights are exercised, the exercise of
stock appreciation rights during the exercise period specified in (1) shall only
be possible in precisely defined exercise windows and in accordance with the
statutory regulations on insider trading:
(a) The exercise of stock appreciation rights is basically prohibited 4 weeks
prior to publication of the quarterly reports and 8 weeks prior to publication
of the annual reports. At the start of each plan year in the exercise period,
the participants in the plan will be informed about the time windows in which
the exercise of stock appreciation rights is in principle possible.
(b) Within the exercise windows, the participants in the plan shall be obliged
to observe their country's relevant statutory regulations for the prevention of
insider trading as if the stock appreciation rights were stock options or
shares.

ART. 8            EXERCISE OF STOCK APPRECIATION RIGHTS

(1) At least 100 stock appreciation rights must be exercised per order. If after
an exercise order fewer than 100 stock appreciation rights remain, these rights
shall also be exercised for the plan participant by the bank administering the
stock appreciation rights.
(2) If a participant exercises the rights after closing (currently 5.00 p.m.
CET) but before opening of the stock exchange (currently 8.30 a.m. CET), the
closing price for MR shares in Frankfurt Xetra trading shall be taken as the
basis for settlement (exercise price). Where exercise takes plan while the stock
exchange is open, the closing price of that trading day shall apply. The
participant can set a selling limit for the duration of that trading day.
(3) Stock appreciation rights which on the last trading day of the plan term
have not been exercised, although the prerequisites for this exist, shall be
exercised on the participant's behalf.
(4) Stock appreciation rights which on the last trading day of the plan term
cannot be exercised owing to non-fulfillment of the prerequisites specified in
Art. 8 shall lapse.


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ART. 9            PAYMENT OF THE PROFIT

(1) Payment of the profit from the exercise of stock appreciation rights shall
be effected by the company from which the plan participant received the
statement granting rights under the LIP, in national currency, less the
statutory deductions, with the next salary payment of the month following the
time of exercise.
(2) The exchange rate shall be the rate fixed by the European Central Bank on
the Exercise date.

ART. 10           TAXATION OF PROFITS

Profits shall be taxed in accordance with the tax legislation in the particular
country in which the plan participant is liable for tax.

ART. 11           SPECIAL CASES

(1) Participants who become disabled or incapacitated during the term of the
plan shall keep their stock appreciation rights.
(2) Participants who retire shall retain their stock appreciation rights. If
retirement occurs within one year of the start of the plan, however, the number
of stock appreciation rights shall be reduced pro rata temporis.
(3) Where a participant dies, the stock appreciation rights shall be exercised,
subject to the exercise conditions, on behalf of and for the account of the
heirs on the next possible day after the date of death.
(4) Plan participants who change jobs within the MR Group shall keep their stock
appreciation rights vis-a-vis the company from which they received the statement
granting rights under the LIP.
(5) In all other cases in which participants leave the service of the company
from which they received the statement granting rights under the LIP, the stock
appreciation rights shall be forfeited. Where a participant leaves the company's
service on account of dismissal for exceptional reasons, any profits received
shall be repaid.
(6) Should the company which granted the rights under the LIP be acquired by a
third party not belonging to the MR Group, and the acquired company's membership
of the MR Group be ended as a result, the stock appreciation rights shall be
deemed to be exercised on the first trading day in Frankfurt am Main after the
transfer to the acquirer became effective externally. Should at this point in
time the exercise prerequisites in accordance with Art. 7 of these terms and
conditions of business no longer exist, the stock appreciation rights shall
lapse.

ART. 12           FUTURE LIPS

The Munich Reinsurance Company reserves the right to decide on whether to
implement further LIPs and, if so, under what conditions. In no case may
participation in this plan be deemed to create any right to participation in a
future plan.

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ART. 13           ADMINISTRATION

(1) The plan shall be administered by Dresdner Bank AG, which will operate an
account for each plan participant in respect of the stock appreciation rights
granted.

(2) Participants shall give their orders to exercise stock appreciation
rights to Dresdner Bank AG, using the "Exercise Order" form and stating the
number desired.

(3) After each exercise order, but at least once a year, plan participants
will receive written notification of the stock appreciation rights remaining.

ART. 14           GENERAL CLAUSE

(1) Where claims arising from these provisions are made against the Munich
Reinsurance Company, these shall be subject to German law. The place of
jurisdiction for such claims shall be Munich.
(2) Any claims arising out of the LIP between the company from which the plan
participant received the statement granting rights under the LIP and the plan
participant shall be subject to the law on which the contract of employment is
based.
(3) Should one or more of these provisions be invalid or no longer applicable,
the parties to the contract shall, in agreement with the Munich Reinsurance
Company, replace them to the necessary extent with other valid and applicable
provisions coming as close as possible to the original purpose. The other
provisions shall be unaffected thereby.