exv10w1






Exhibit 10.1




REINSURANCE GROUP OF AMERICA, INCORPORATED




2008 MANAGEMENT INCENTIVE PLAN




Effective May 21, 2008




General Plan Purpose and Structure



The purpose of the Reinsurance Group of America, Incorporated 2008 Management Incentive Plan
(“MIP”) is to motivate superior, focused, and prudent performance on the part of associates for the
ultimate benefit of shareholders and associates. The MIP is further intended to provide
flexibility to the Company in its ability to motivate, attract and retain the services of
associates and provide appropriate incentive compensation opportunities to associates for
achievement of established goals.



Awards under the MIP are intended to qualify as “other performance based compensation” under
Section 162(m)(4)(c) of the Internal Revenue Code of 1986, as amended, and the regulations
thereunder. The MIP shall be interpreted and construed in a manner consistent with such purpose.




Definitions



The following words and phrases, when used below, unless the context clearly otherwise requires,
shall have the following respective meanings:





	 	a.	 	Award. Any right granted to a Participant under the MIP to receive
Compensation that is computed based upon the attainment of one or more Performance
Goals.
	 
	 	b.	 	Award Agreement. Any written agreement, contract, or other instrument
or document (including, without limitation, a performance grid or worksheet) evidencing
an Award.
	 
	 	c.	 	Company. Reinsurance Group of America, Incorporated and its direct and
indirect subsidiaries.
	 
	 	d.	 	Compensation. The payment under an Award to which a Participant is
entitled under the MIP.
	 
	 	e.	 	Participant. An eligible associate of Reinsurance Group of America,
Incorporated or one of its direct or indirect subsidiaries who is designated by the
Compensation Committee, pursuant to the paragraph entitled “Participation” below, as a
participant in the MIP.
	 
	 	f.	 	Performance Criteria. The criteria, or any combination of criteria,
that the Compensation Committee selects for purposes of establishing the Performance
Goal or Performance Goals for a Participant for a Plan Year (or other period of
performance). The Performance Criteria that will be used to establish Performance
Goals are limited to the following:






	 	•	 	operating earnings or income; operating earnings per share; net income;
total or net revenues; gross or net premiums; shareholder return and/or value;
retained earnings; book value or book value per share; gross or net margin;
profit returns and margins; operating or net cash flow; financial return
ratios; return on equity; return on average adjusted equity; return on assets;
return on





 









 











	 	 	 	invested capital; earnings per share growth; change in embedded value; embedded
value of new business;
	 
	 	•	 	budget achievement; expenses; expense control; market capitalization; stock
price; market share; working capital; cash available to Company from a
subsidiary or subsidiaries; dividends; ratings; business trends; economic value
added; and
	 
	 	•	 	product development; client development; leadership; project progress;
project completion; quality; customer satisfaction; diversity and corporate
governance.






	 	g.	 	Performance Goals. The goals established in writing by the
Compensation Committee for the Plan Year based upon any one or more of the Performance
Criteria. The Performance Goals may be expressed in terms of overall Company
performance or the performance of a subsidiary, division, business unit, or an
individual. The Performance Goals may be stated in terms of absolute levels or
relative to another company or companies or to an index or indices.
	 
	 	h.	 	Plan Year. The year on which the MIP is operated, which is presently
the calendar year.





Plan Administration





	1.	 	The MIP shall be administered by the Compensation Committee of the Board of Directors of
Reinsurance Group of America, Incorporated or subcommittee thereof (the “Compensation
Committee”). The Compensation Committee shall consist of at least two individuals, each of
whom qualifies as (a) a “non-employee director” as defined in Rule 16b-3 of the General Rules
and Regulations of the Securities Exchange Act of 1934, as amended and (b) an “outside
director” as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended, and
the regulations thereunder.
	 
	2.	 	Subject to any specific designation in the MIP and any limitations on its authority as
delegated by the Board of Directors, the Compensation Committee has the exclusive power,
authority and discretion to:






	 	§	 	Designate Participants to receive Awards;
	 
	 	§	 	Determine the number of Awards to be granted;
	 
	 	§	 	Determine the terms and conditions of any Award granted pursuant to the MIP,
including, without limitation, any restrictions or limitations on the Award and
any schedule for lapse of forfeiture restrictions, based in each case on such
considerations as the Compensation Committee, in its sole discretion,
determines;
	 
	 	§	 	Determine whether, to what extent, and pursuant to what circumstances an
Award may be canceled, forfeited or surrendered;
	 
	 	§	 	Prescribe the form of each Award Agreement, which need not be identical for
each Participant;
	 
	 	§	 	Decide all other matters that must be determined in connection with an
Award;
	 
	 	§	 	Establish, adopt or revise any rules and regulations as it may deem
necessary or advisable to administer the MIP;
	 
	 	§	 	Interpret the terms of, and any matter arising pursuant to, the MIP or any
Award Agreement; and





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	 	§	 	Make all other decisions and determinations that may be required pursuant to
the MIP or an Award Agreement as the Compensation Committee deems necessary or
advisable to administer the MIP.






	3.	 	The Compensation Committee’s interpretation of the MIP, any Awards granted pursuant to the
MIP, any Award Agreement and all decisions and determinations by the Compensation Committee
with respect to the MIP are final, binding and conclusive on all parties.





Participation



Participants in the MIP shall be determined annually by the Compensation Committee, in its sole
discretion. Participation in one year does not guarantee participation in subsequent years. No
individual shall have any right to be granted an Award pursuant to the MIP.




Awards and Performance Goals



Awards. Awards may be granted to Participants in such amounts and upon such terms, and at
any time and from time to time, as shall be determined by the Compensation Committee, subject to
all terms and conditions of the MIP and the applicable Awards. Subject to the terms of the MIP and
the applicable Award, after the applicable Plan Year (or other period of performance) has ended, a
Participant with an Award shall be entitled to receive Compensation, at the time specified herein,
to be determined as a function of and to the extent the applicable Performance Goals have been
achieved. To protect shareholders, no awards of any kind will be payable for any fiscal year in
which the performance criteria falls below a specified amount also known as the Trigger.



Establishing Performance Goals. The Performance Goals for each Participant and the amount
of Compensation payable if those goals are met shall be established in writing for each Plan Year
(or other period of performance) by the Compensation Committee no later than 90 days after the
commencement of the period of service to which the Performance Goals relate (which will generally
be the beginning of the Plan Year) and while the outcome of whether or not those goals will be
achieved is substantially uncertain. However, in no event will such goals be established after 25%
of the period of service to which the goals relate has elapsed. Such goals and the Compensation
payable for each Plan Year (or other period) if the goals are achieved shall be set forth in each
Participant’s Award Agreement.



Certification. No Compensation shall be payable to any Participant for any Plan Year (or
other period of performance) unless and until the Compensation Committee certifies that the
Performance Goals and any other material terms were in fact satisfied.




Negative Discretion



The Compensation Committee shall have the discretion to reduce Compensation which would otherwise
be payable upon attainment of one or more Performance Goals in whole or in part to the extent that
it deems appropriate.




Maximum Compensation



The maximum amount of Compensation which shall be payable to any Participant for any Plan Year
shall not exceed $3,000,000.




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Incentive Awards and Benefit Plans



The Compensation Committee, in its discretion, may elect to pay Compensation in cash or in the form
of performance shares, restricted stock, or other stock-based awards. Any such stock-based
Compensation may be under an applicable stock-based plan, as determined by the Compensation
Committee. Compensation shall be included as “eligible compensation” for the Company’s Retirement,
Group Life Insurance and Disability plans, unless otherwise excluded by prevailing plan documents
and/or local regulations.




Other Administrative Issues





	1.	 	The MIP shall remain in effect until amended or terminated by the Compensation Committee.
The Company intends to maintain the MIP indefinitely but reserves the right to amend or
terminate it by Compensation Committee action at any time if the Compensation Committee so
determines in its sole discretion.
	 
	2.	 	Participation in the MIP is not a guarantee of employment, participation in one year does not
guarantee participation in subsequent years, and participation shall be determined on an
individual basis as approved by the Compensation Committee.
	 
	3.	 	A Participant whose active employment with the Company has been terminated prior to the date
Awards are determined and paid to other participants for such Plan Year (or other period)
shall forfeit all rights to any Award for such period. However, if termination is due to
retirement (at or after age 55), total disability (as determined by the Compensation Committee
on the basis of appropriate medical evidence) or death, the Compensation Committee, in its
sole discretion, may authorize an applicable Award, generally on a pro rated basis, but only
to the extent the applicable performance goals have been met. Such Award shall be determined
on a case-by-case basis. Any payment under any Award shall be made within the calendar year
following the applicable Plan Year (or other period of performance) to which such Award
relates.
	 
	4.	 	A Participant whose individual performance is deemed to be unsatisfactory will forfeit his or
her MIP Award if such forfeiture is approved by the Compensation Committee.
	 
	5.	 	No Compensation will be payable under the MIP, as amended, unless the material terms upon
which Compensation may be paid under the MIP is approved by the shareholders of Reinsurance
Group of America, Incorporated.
	 
	6.	 	Awards may not be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution. Further, a
Participant’s rights under the MIP shall be asserted during the Participant’s lifetime only by
the Participant or the Participant’s legal representative.
	 
	7.	 	The Company shall have the power and right to deduct or withhold, or require a Participant to
remit to the Company, an amount sufficient to satisfy Federal, state and local, domestic or
foreign, tax withholding.






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