exv10w7






Exhibit 10.7




AMENDMENT TO THE

REINSURANCE GROUP OF AMERICA, INCORPORATED

FLEXIBLE STOCK PLAN




AS AMENDED AND RESTATED EFFECTIVE JULY 1, 1998




     WHEREAS, Reinsurance Group of America, Incorporated (the “Company”) established the
Reinsurance Group America, Incorporated Flexible Stock Plan (the “Plan”) to enhance the ability of
the Company to reward and provide stock based incentives to its key employees; and



     WHEREAS, the Company’s shareholders previously approved the Plan and amendments thereto; and



     WHEREAS, the Board of Directors of the Company reserved the right to amend the Plan in section
6.1 thereof; and



     WHEREAS, on March 20, 2008, the Board of Directors approved an amendment to the Plan to
establish performance objectives upon which award grants made pursuant to the Plan may be based;



     NOW, THEREFORE, the Company hereby amends the Plan by appending the following Appendix A to
the end of the Plan:



“Appendix A



All Performance Shares granted pursuant to Article XVI of this Plan, and any other compensation
granted pursuant to this Plan that is intended to constitute performance based compensation within
the meaning of Section 162(m)(4)(C) of the Code, shall be subject to attainment of one or more of
the performance objectives as described in this Appendix A. This Appendix A sets forth all
applicable performance objectives upon which a grant of Performance Shares under Sections 16.1 and
16.2 of the Plan or any other Benefit may be conditioned.



The performance objectives for a particular Benefit shall be established in writing in the
applicable Agreement. The performance objectives may be expressed in terms of overall Company
performance or the performance of a Subsidiary, division, business unit, or an individual. The
performance objectives may be stated in terms of absolute levels or relative to another company or
companies or to an index or indices.



The performance objectives shall be based upon any one or more of the performance criteria set
forth below and shall not be based on any other formal or informal performance criteria:





	 	•	 	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.”




IN WITNESS WHEREOF, Reinsurance Group of America, Incorporated hereby adopts the foregoing
amendment this 21st day of May, 2008.




	 	 	 	 	 
	 	REINSURANCE GROUP OF AMERICA, INCORPORATED

	 	 
	 	 	 
	 	A. Greig Woodring 	 
	 	President and Chief Executive Officer