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                                                                   EXHIBIT 10.12

                   REINSURANCE GROUP OF AMERICA, INCORPORATED

                               FLEXIBLE STOCK PLAN

                 AS AMENDED AND RESTATED EFFECTIVE JULY 1, 1998
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                   REINSURANCE GROUP OF AMERICA, INCORPORATED
                               FLEXIBLE STOCK PLAN

                                TABLE OF CONTENTS

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ARTICLE I - NAME AND PURPOSE
        1.1    Name                                                           1
        1.2    Purpose                                                        1

ARTICLE II - DEFINITIONS OF TERMS AND RULES OF CONSTRUCTION
        2.1    General Definitions                                            1
               (a)    Affiliate                                               1
               (b)    Agreement                                               1
               (c)    Benefit                                                 1
               (d)    Board                                                   1
               (e)    Cash Award                                              1
               (f)    Change of Control                                       1
               (g)    Code                                                    1
               (h)    Company                                                 1
               (i)    Committee                                               1
               (j)    Common Stock                                            2
               (k)    Effective Date                                          2
               (l)    Employee                                                2
               (m)    Employer                                                2
               (n)    Exchange Act                                            2
               (o)    Fair Market Value                                       2
               (p)    Fiscal Year                                             2
               (q)    ISO                                                     2
               (r)    NQSO                                                    2
               (s)    Option                                                  2
               (t)    Other Stock Based Award                                 2
               (u)    Parent                                                  2
               (v)    Participant                                             2
               (w)    Performance Share                                       2
               (x)    Plan                                                    2
               (y)    Restricted Stock                                        3
               (z)    Rule 16b-3                                              3
               (aa)   SEC                                                     3
               (bb)   Share                                                   3
               (cc)   SAR                                                     3
               (dd)   Subsidiary                                              3
        2.2    Other Definitions                                              3
        2.3    Conflicts in Plan                                              3

ARTICLE III - COMMON STOCK
        3.1    Number of Shares                                               3
        3.2    Reusage                                                        3
        3.3    Adjustments                                                    3

ARTICLE IV - ELIGIBILITY
        4.1    Determined By Committee                                         4


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ARTICLE V - ADMINISTRATION
        5.1    Committee                                                      4
        5.2    Authority                                                      4
        5.3    Delegation                                                     5
        5.4    Adjudication of Claims                                         5

ARTICLE VI - AMENDMENT
        6.1    Power of Board                                                 5
        6.2    Limitation                                                     5

ARTICLE VII - TERM AND TERMINATION
        7.1    Term                                                           6
        7.2    Termination                                                    6

ARTICLE VIII - MODIFICATION OR TERMINATION OF BENEFITS
        8.1    General                                                        6
        8.2    Committee's Right                                              6

ARTICLE IX - CHANGE OF CONTROL
        9.1    Right of Committee                                             6

ARTICLE X - AGREEMENTS AND CERTAIN BENEFITS
        10.1   Grant Evidenced by Agreement                                   7
        10.2   Provisions of Agreement                                        7
        10.3   Certain Benefits                                               7

ARTICLE XI - REPLACEMENT AND TANDEM AWARDS
        11.1   Replacement                                                    7
        11.2   Tandem Awards                                                  7

ARTICLE XII - PAYMENT, DIVIDENDS, DEFERRAL AND WITHHOLDING
        12.1   Payment                                                        7
        12.2   Dividend Equivalents                                           8
        12.3   Deferral                                                       8
        12.4   Withholding                                                    8

ARTICLE XIII - OPTIONS
        13.1   Types of Options                                               8
        13.2   Shares for ISOs                                                8
        13.3   Grant of ISOs and Option Price                                 8
        13.4   Other Requirements for ISOs                                    8
        13.5   NQSOs                                                          8
        13.6   Determination by Committee                                     8
        13.7   Limitation Shares Covered by Options                           9

ARTICLE XIV - SARS
        14.1   Grant and Payment                                              9
        14.2   Grant of Tandem Award                                          9
        14.3   ISO Tandem Award                                               9
        14.4   Payment of Award                                               9
        14.5   Limitation on SARs.                                            9


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ARTICLE XV - RESTRICTED STOCK
        15.1   Description                                                    9
        15.2   Cost of Restricted Stock                                       9
        15.3   Non-Transferability                                           10

ARTICLE XVI - PERFORMANCE SHARES
        16.1   Description                                                   10
        16.2   Grant                                                         10

ARTICLE XVII - CASH AWARDS
        17.1   Grant                                                         10
        17.2   Limitation on Amount                                          10
        17.3   Restrictions                                                  10

ARTICLE XVIII - OTHER STOCK BASED AWARDS AND OTHER BENEFITS
        18.1   Other Stock Based Awards                                      10
        18.2   Other Benefits                                                10

ARTICLE XIX - MISCELLANEOUS PROVISIONS
        19.1   Underscored References                                        10
        19.2   Number and Gender                                             11
        19.3   Governing Law                                                 11
        19.4   Purchase for Investment                                       11
        19.5   No Employment Contract                                        11
        19.6   No Effect on Other Benefits                                   11


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                   REINSURANCE GROUP OF AMERICA, INCORPORATED
                               FLEXIBLE STOCK PLAN

                                    ARTICLE I

                                NAME AND PURPOSE

            1.1 Name. The name of this Plan is the "Reinsurance Group of
America, Incorporated Flexible Stock Plan."

            1.2 Purpose. The Company has established this Plan to attract,
retain, motivate and reward Employees and other individuals, to encourage
ownership of the Company's Common Stock by Employees and other individuals, and
to promote and further the best interests of the Company by granting cash and
other awards.

                                   ARTICLE II

                 DEFINITIONS OF TERMS AND RULES OF CONSTRUCTION

            2.1 General Definitions. The following words and phrases, when used
in the Plan, unless otherwise specifically defined or unless the context clearly
otherwise requires, shall have the following respective meanings:

            (a) Affiliate. A Parent or Subsidiary of the Company.

            (b) Agreement. The document which evidences the grant of any Benefit
under the Plan and which sets forth the Benefit and the terms, conditions and
provisions of, and restrictions relating to, such Benefit.

            (c) Benefit. Any benefit granted to a Participant under the Plan.

            (d) Board. The Board of Directors of the Company.

            (e) Cash Award. A Benefit payable in the form of cash.

            (f) Change of Control. The acquisition, without the approval of the
Board, by any person or entity, other than the Company or a Related Entity, of
more than 20% of the outstanding Shares through a tender offer, exchange offer
or otherwise; the liquidation or dissolution of the Company following a sale or
other disposition of all or substantially all of its assets; a merger or
consolidation involving the Company which results in the Company not being the
surviving parent corporation; or any time during any two-year period in which
individuals who constituted the Board at the start of such period (or whose
election was approved by at least two-thirds of the then members of the Board
who were members at the start of the two-year period) do not constitute at least
50% of the Board for any reason. A Related Entity is the Parent, a Subsidiary or
any employee benefit plan (including a trust forming a part of such a plan)
maintained by the Parent, the Company or a Subsidiary.

            (g) Code. The Internal Revenue Code of 1986, as amended. Any
reference to the Code includes the regulations promulgated pursuant to the Code.

            (h) Company. Reinsurance Group of America, Incorporated.

            (i) Committee. The Committee described in Section 5.1.


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            (j) Common Stock. Any class of the Company's common stock.

            (k) Effective Date. The date that the Plan is approved by the
shareholders of the Company which must occur within one year before or after
approval by the Board. Any grants of Benefits prior to the approval by the
shareholders of the Company shall be void if such approval is not obtained.

            (l) Employee. Any person employed by the Employer.

            (m) Employer. The Company and all Affiliates.

            (n) Exchange Act. The Securities Exchange Act of 1934, as amended.

            (o) Fair Market Value. The closing price of Shares on the New York
Stock Exchange on a given date, or, in the absence of sales on a given date, the
closing price on the New York Stock Exchange on the last day on which a sale
occurred prior to such date.

            (p) Fiscal Year. The taxable year of the Company which is the
calendar year.

            (q) ISO. An Incentive Stock Option as defined in Section 422 of the
Code.

            (r) NQSO. A Non-Qualified Stock Option, which is an Option that does
not qualify as an ISO.

            (s) Option. An option to purchase Shares granted under the Plan.

            (t) Other Stock Based Award. An award under ARTICLE XVIII that is
valued in whole or in part by reference to, or is otherwise based on, Common
Stock.

            (u) Parent. Any corporation (other than the Company or a Subsidiary)
in an unbroken chain of corporations ending with the Company, if, at the time of
the grant of an Option or other Benefit, each of the corporations (other than
the Company or a Subsidiary) owns stock possessing 50% or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain. The Company's present Parent is General American Life Insurance
Company.

            (v) Participant. An individual who is granted a Benefit under the
Plan. Benefits may be granted only to Employees, employees and owners of
entities which are not Affiliates but which have a direct or indirect ownership
interest in an Employer or in which an Employer has a direct or indirect
ownership interest, individuals who, and employees and owners of entities which,
are customers and suppliers of an Employer, individuals who, and employees and
owners of entities which, render services to an Employer, and individuals who,
and employees and owners of entities which, have ownership or business
affiliations with any individual or entity previously described.

            (w) Performance Share. A Share awarded to a Participant under
ARTICLE XVI of the Plan.

            (x) Plan. The Reinsurance Group of America, Incorporated Flexible
Stock Plan and all amendments and supplements to it.


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            (y) Restricted Stock. Shares issued under ARTICLE XV of the Plan.

            (z) Rule 16b-3. Rule 16b-3 promulgated by the SEC under the Exchange
Act, as amended, or any successor rule in effect from time to time.

            (aa) SEC. The Securities and Exchange Commission.

            (bb) Share. A share of Common Stock.

            (cc) SAR. A Stock Appreciation Right, which is the right to receive
an amount equal to the appreciation, if any, in the Fair Market Value of a Share
from the date of the grant of the right to the date of its payment.

            (dd) Subsidiary. Any corporation, other than the Company, in an
unbroken chain of corporations beginning with the Company if, at the time of
grant of an Option or other Benefit, each of the corporations, other than the
last corporation in the unbroken chain, owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

            2.2 Other Definitions. In addition to the above definitions, certain
words and phrases used in the Plan and any Agreement may be defined in other
portions of the Plan or in such Agreement.

            2.3 Conflicts in Plan. In the case of any conflict in the terms of
the Plan relating to a Benefit, the provisions in the ARTICLE of the Plan which
specifically grants such Benefit shall control those in a different ARTICLE.

                                   ARTICLE III

                                  COMMON STOCK

            3.1 Number of Shares. The number of Shares which may be issued or
sold or for which Options, SARs or Performance Shares may be granted under the
Plan shall initially be 825,000 Shares. Such number of Shares shall increase
annually, effective as of the first day of each Fiscal Year, commencing with the
Fiscal Year beginning in 1994, by the number of Shares equal to 5% of the number
of Shares allocated to this Plan as of the first day of such Fiscal Year. Such
Shares may be authorized but unissued Shares, Shares held in the treasury, or
both.

            3.2 Reusage. If an Option or SAR expires or is terminated,
surrendered, or cancelled without having been fully exercised, if Restricted
Shares or Performance Shares are forfeited, or if any other grant results in any
Shares not being issued, the Shares covered by such Option or SAR, grant of
Restricted Shares, Performance Shares or other grant, as the case may be, shall
again be available for use under the Plan.

            3.3 Adjustments. If there is any change in the Common Stock of the
Company by reason of any stock dividend, spin-off, split-up, spin-out,
recapitalization, merger, consolidation, reorganization, combination or exchange
of shares, the number of SARs and number and class of shares available for
Options and grants of Restricted Stock, Performance Shares and Other Stock Based
Awards and the number of Shares subject to outstanding Options, SARs, grants of
Restricted Stock and Performance Shares which are not vested, and Other Stock
Based Awards, and the price thereof, as applicable, shall be appropriately
adjusted by the Committee.


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                                   ARTICLE IV

                                   ELIGIBILITY

            4.1 Determined By Committee. The Participants and the Benefits they
receive under the Plan shall be determined solely by the Committee. In making
its determinations, the Committee shall consider past, present and expected
future contributions of Participants and potential Participants to the Employer,
including, without limitation, the performance of, or the refraining from the
performance of, services.

                                    ARTICLE V

                                 ADMINISTRATION

            5.1 Committee. The Plan shall be administered by the Committee. The
Committee shall consist of three or more members of the Board each of whom is a
"Non-Employee Director" as defined in Rule 16b-3 and who is an "outside
director" as defined in Code Section 162(m)(4)(C)(i). The members of the
Committee shall be appointed by and shall serve at the pleasure of the Board,
which may from time to time appoint members in substitution for members
previously appointed and fill vacancies, however caused, in the Committee. The
Committee may select one of its members as its Chairman and shall hold its
meetings at such times and places as it may determine. A majority of its members
shall constitute a quorum. All determinations of the Committee shall be made by
a majority of its members. Any decision or determination reduced to writing and
signed by a majority of the members shall be fully as effective as if it had
been made by a majority vote at a meeting duly called and held.

            5.2 Authority. Subject to the terms of the Plan, the Committee shall
have discretionary authority to:

            (a) determine the individuals to whom Benefits are granted, the type
and amounts of Benefits to be granted and the time of all such grants;

            (b) determine the terms, conditions and provisions of, and
restrictions relating to, each Benefit granted;

            (c) interpret and construe the Plan and all Agreements;

            (d) prescribe, amend and rescind rules and regulations relating to
the Plan;

            (e) determine the content and form of all Agreements;

            (f) determine all questions relating to Benefits under the Plan;

            (g) maintain accounts, records and ledgers relating to Benefits;

            (h) maintain records concerning its decisions and proceedings;

            (i) employ agents, attorneys, accountants or other persons for such
purposes as the Committee considers necessary or desirable;


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            (j) take, at anytime, any action permitted by Section 9.1
irrespective of whether any Change of Control has occurred or is imminent; and

            (k) do and perform all acts which it may deem necessary or
appropriate for the administration of the Plan and carry out the purposes of the
Plan.

            5.3 Delegation. Except as required by Rule 16b-3 with respect to
grants of Options, Stock Appreciation Awards, Performance Shares, Other Stock
Based Awards, or other Benefits to individuals who are subject to Section 16 of
the Exchange Act or as otherwise required for compliance with Rule 16b-3, Code
Section 162(m), or other applicable law, the Committee may delegate all or any
part of its authority under the Plan to any Employee, Employees or committee.

            5.4 Adjudication of Claims. The Committee shall have full and
complete discretionary authority to make all determinations as to the right to
Benefits under the Plan. In the event that a Participant believes he has not
received the Benefits to which he is entitled under the Plan, a claim shall be
made in writing to the Committee. The claim shall be reviewed by the Committee.
If the claim is approved or denied, in full or in part, the Committee shall
provide a written notice of approval or denial within 90 days with, in the case
of a denial, the specific reasons for the denial and specific reference to the
provisions of the Plan and/or Agreement upon which the denial is based. A claim
shall be deemed denied if the Committee does not take any action within the
aforesaid 90 day period. If a claim is denied or deemed denied and a review is
desired, the Participant shall notify the Committee in writing within 60 days of
the receipt of notice of denial or the date on which the claim is deemed to be
denied, as the case may be. In requesting a review, the Participant may review
the Plan or any document relating to it and submit any written issues and
comments he may deem appropriate. The Committee shall then review the claim and
provide a written decision within 60 days. This decision, if adverse to the
Participant, shall state the specific reasons for the decision and shall include
reference to specific provisions of the Plan and/or Agreement on which the
decision is based. The Committee's decision on review shall be final and
binding.

                                   ARTICLE VI

                                    AMENDMENT

            6.1 Power of Board. Except as hereinafter provided, the Board shall
have the sole right and power to amend the Plan at any time and from time to
time.

            6.2 Limitation. The Board may not amend the Plan, without approval
of the shareholders of the Company:

            (a) in a manner which would cause Options which are intended to
qualify as ISOs to fail to qualify;

            (b) in a manner which would cause the Plan to fail to meet the
requirements of Rule 16b-3 or Code Section 162(m); or

            (c) in a manner which would violate applicable law.


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                                   ARTICLE VII

                              TERM AND TERMINATION

            7.1 Term. The Plan shall commence as of the Effective Date and,
subject to the terms of the Plan, including those requiring approval by the
shareholders of the Company and those limiting the period over which ISOs or any
other Benefits may be granted, shall continue in full force and effect until
terminated.

            7.2 Termination. The Plan may be terminated at any time by the
Board.

                                  ARTICLE VIII

                     MODIFICATION OR TERMINATION OF BENEFITS

            8.1 General. Subject to the provisions of Section 8.2, the amendment
or termination of the Plan shall not adversely affect a Participant's right to
any Benefit granted prior to such amendment or termination.

            8.2 Committee's Right. Any Benefit granted may be converted,
modified, forfeited or cancelled, in whole or in part, by the Committee if and
to the extent permitted in the Plan or applicable Agreement or with the consent
of the Participant to whom such Benefit was granted.

                                   ARTICLE IX

                                CHANGE OF CONTROL

            9.1 Right of Committee. In order to maintain a Participant's rights
in the event of a Change in Control, the Committee, in its sole discretion, may,
in any Agreement evidencing a Benefit, or at any time prior to, or
simultaneously with or after a Change in Control, provide such protection as it
may deem necessary. Without, in any way, limiting the generality of the
foregoing sentence or requiring any specific protection, the Committee may:

            (a) provide for the acceleration of any time periods relating to the
exercise or realization of such Benefit so that such Benefit may be exercised or
realized in full on or before a date fixed by the Committee;

            (b) provide for the purchase of such Benefit, upon the Participant's
request, for an amount of cash equal to the amount which could have been
attained upon the exercise or realization of such Benefit had such Benefit been
currently exercisable or payable;

            (c) make such adjustment to the Benefits then outstanding as the
Committee deems appropriate to reflect such transaction or change; and/or

            (d) cause the Benefits then outstanding to be assumed, or new
Benefits substituted therefor, by the surviving corporation in such change.


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                                    ARTICLE X

                         AGREEMENTS AND CERTAIN BENEFITS

            10.1 Grant Evidenced by Agreement. The grant of any Benefit under
the Plan may be evidenced by an Agreement which shall describe the specific
Benefit granted and the terms and conditions of the Benefit. The granting of any
Benefit shall be subject to, and conditioned upon, the recipient's execution of
any Agreement required by the Committee. Except as otherwise provided in an
Agreement, all capitalized terms used in the Agreement shall have the same
meaning as in the Plan, and the Agreement shall be subject to all of the terms
of the Plan.

            10.2 Provisions of Agreement. Each Agreement shall contain such
provisions that the Committee shall determine to be necessary, desirable and
appropriate for the Benefit granted which may include, but not be limited to,
the following with respect to any Benefit: description of the type of Benefit;
the Benefit's duration; its transferability; if an Option, the exercise price,
the exercise period and the person or persons who may exercise the Option; the
effect upon such Benefit of the Participant's death or termination of
employment; the Benefit's conditions; when, if, and how any Benefit may be
forfeited, converted into another Benefit, modified, exchanged for another
Benefit, or replaced; and the restrictions on any Shares purchased or granted
under the Plan.

            10.3 Certain Benefits. Except as otherwise expressly provided in an
Agreement, any Benefit granted to an individual who is subject to Section 16 of
the Exchange Act shall be not transferable other than by will or the laws of
descent and distribution and shall be exercisable during his lifetime only by
him, his guardian or his legal representative.

                                   ARTICLE XI

                          REPLACEMENT AND TANDEM AWARDS

            11.1 Replacement. The Committee may permit a Participant to elect to
surrender a Benefit in exchange for a new Benefit.

            11.2 Tandem Awards. Awards may be granted by the Committee in
tandem. However, no Benefit may be granted in tandem with an ISO except SARs.

                                   ARTICLE XII

                  PAYMENT, DIVIDENDS, DEFERRAL AND WITHHOLDING

            12.1 Payment. Upon the exercise of an Option or in the case of any
other Benefit that requires a payment to the Company, the amount due the Company
is to be paid:

            (a) in cash;

            (b) by the tender to the Company of Shares owned by the optionee and
registered in his name having a Fair Market Value equal to the amount due to the
Company;


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            (c) in other property, rights and credits, including the
Participant's promissory note if permitted under applicable law; or

            (d) by any combination of the payment methods specified in (a), (b)
and (c) above.

            Notwithstanding, the foregoing, any method of payment other than (a)
may be used only with the consent of the Committee or if and to the extent so
provided in an Agreement. The proceeds of the sale of Common Stock purchased
pursuant to an Option and any payment to the Company for other Benefits shall be
added to the general funds of the Company or to the Shares held in treasury, as
the case may be, and used for the corporate purposes of the Company as the Board
shall determine.

            12.2 Dividend Equivalents. Grants of Benefits in Shares or Share
equivalents may include dividend equivalent payments or dividend credit rights.

            12.3 Deferral. The right to receive any Benefit under the Plan may,
at the request of the Participant, be deferred for such period and upon such
terms as the Committee shall determine, which may include crediting of interest
on deferrals of cash and crediting of dividends on deferrals denominated in
Shares.

            12.4 Withholding. The Company, at the time any distribution is made
under the Plan, whether in cash or in Shares, may withhold from such
distribution any amount necessary to satisfy federal, state and local income tax
withholding requirements with respect to such distribution. Such withholding may
be in cash or in Shares.

                                  ARTICLE XIII

                                     OPTIONS

            13.1 Types of Options. It is intended that both ISOs and NQSOs may
be granted by the Committee under the Plan.

            13.2 Shares for ISOs. The number of Shares for which ISOs may be
granted on or after the Effective Date shall not exceed 150,000 Shares.

            13.3 Grant of ISOs and Option Price. Each ISO must be granted to an
Employee and granted within ten years from the Effective Date. The purchase
price for Shares under any ISO shall be no less than the Fair Market Value of
the Shares at the time the Option is granted.

            13.4 Other Requirements for ISOs. The terms of each Option which is
intended to qualify as an ISO shall meet all requirements of Section 422 of the
Code.

            13.5 NQSOs. The terms of each NQSO shall provide that such Option
will not be treated as an ISO. The purchase price for Shares under any NQSO
shall be equal to or greater than the Fair Market Value of the Shares at the
time the Option is granted.

            13.6 Determination by Committee. Except as otherwise provided in
Section 13.2 through Section 13.5, the terms of all Options shall be determined
by the Committee.


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            13.7 Limitation on Shares Covered by Options. The maximum number of
Shares with respect to which such Options may be granted to any Participant in
any 1 year period shall not exceed 200,000 shares. For purposes of the preceding
sentence, the Shares covered by an Option that is cancelled shall count against
the maximum number of Shares, and, if the exercise price under an Option is
reduced, the transaction shall be treated as a cancellation of the Option and a
grant of a new Option.

                                   ARTICLE XIV

                                      SARS

            14.1 Grant and Payment. The Committee may grant SARs. Upon electing
to receive payment of a SAR, a Participant shall receive payment in cash, in
Common Stock, or in any combination of cash and Common Stock, as the Committee
shall determine.

            14.2 Grant of Tandem Award. The Committee may grant SARs in tandem
with an Option, in which case: the exercise of the Option shall cause a
correlative reduction in SARs standing to a Participant's credit which were
granted in tandem with the Option; and the payment of SARs shall cause a
correlative reduction of the Shares under such Option.

            14.3 ISO Tandem Award. When SARs are granted in tandem with an ISO,
the SARs shall have such terms and conditions as shall be required for the ISO
to qualify as an ISO.

            14.4 Payment of Award. SARs shall be paid, to the extent payment is
elected by the Participant (and is otherwise due and payable), as soon as
practicable after the date on which such election is made.

            14.5 Limitation on SARs. The maximum number of SARs which may be
granted to any Participant in any 1 year period shall not exceed 15,000 SARs.
For purposes of the preceding sentence, any SARs that are cancelled shall count
against the maximum number of SARs, and, if the Fair Market Value of a Share on
which the appreciation under a SAR will be calculated is reduced, the
transaction shall be treated as a cancellation of the SAR and a grant of a new
SAR.

                                   ARTICLE XV

                                RESTRICTED STOCK

            15.1 Description. The Committee may grant Benefits in Shares
available under ARTICLE III of the Plan as Restricted Stock. Shares of
Restricted Stock shall be issued and delivered at the time of the grant but
shall be subject to forfeiture until provided otherwise in the applicable
Agreement or the Plan. Each certificate representing Shares of Restricted Stock
shall bear a legend referring to the Plan and the risk of forfeiture of the
Shares and stating that such Shares are nontransferable until all restrictions
have been satisfied and the legend has been removed. The grantee shall be
entitled to full voting and dividend rights with respect to all shares of
Restricted Stock from the date of grant.

            15.2 Cost of Restricted Stock. Grants of Shares of Restricted Stock
shall be made at a per Share cost to the Participant equal to par value.


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            15.3 Non-Transferability. Shares of Restricted Stock shall not be
transferable until after the removal of the legend with respect to such Shares.
ARTICLE XVI

                               PERFORMANCE SHARES

            16.1 Description. Performance Shares are the right of an individual
to whom a grant of such Shares is made to receive Shares or cash equal to the
Fair Market Value of such Shares at a future date in accordance with the terms
of such grant. Generally, such right shall be based upon the attainment of
targeted profit and/or performance objectives.

            16.2 Grant. The Committee may grant an award of Performance Shares.
The number of Performance Shares and the terms and conditions of the grant shall
be set forth in the applicable Agreement.

                                  ARTICLE XVII

                                   CASH AWARDS

            17.1 Grant. The Committee may grant Cash Awards at such times and
(subject to Section 17.2) in such amounts as it deems appropriate.

            17.2 Limitation on Amount. The Amount of any Cash Award in any
Fiscal Year to any Participant who is subject to Section 16 of the Exchange Act
shall not exceed the greater of $100,000 or 50% of his cash compensation
(excluding any Cash Award under this ARTICLE XVII) for such Fiscal Year.

            17.3 Restrictions. Cash Awards may be subject or not subject to
conditions (such as an investment requirement), restricted or nonrestricted,
vested or subject to forfeiture and may be payable currently or in the future or
both.

                                  ARTICLE XVIII

                   OTHER STOCK BASED AWARDS AND OTHER BENEFITS

            18.1 Other Stock Based Awards. The Committee shall have the right to
grant Other Stock Based Awards which may include, without limitation, the grant
of Shares based on certain conditions, the payment of cash based on the
performance of the Common Stock, and the grant of securities convertible into
Shares.

            18.2 Other Benefits. The Committee shall have the right to provide
types of Benefits under the Plan in addition to those specifically listed, if
the Committee believes that such Benefits would further the purposes for which
the Plan was established.

                                   ARTICLE XIX

                            MISCELLANEOUS PROVISIONS

            19.1 Underscored References. The underscored references contained in
the Plan are included only for convenience, and they shall not be construed as a
part of the Plan or in any respect affecting or modifying its provisions.


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<PAGE>
            19.2 Number and Gender. The masculine and neuter, wherever used in
the Plan, shall refer to either the masculine, neuter or feminine; and, unless
the context otherwise requires, the singular shall include the plural and the
plural the singular.

            19.3 Governing Law. This Plan shall be construed and administered in
accordance with the laws of the State of Missouri.

            19.4 Purchase for Investment. The Committee may require each person
purchasing Shares pursuant to an Option or other award under the Plan to
represent to and agree with the Company in writing that such person is acquiring
the Shares for investment and without a view to distribution or resale. The
certificates for such Shares may include any legend which the Committee deems
appropriate to reflect any restrictions on transfer. All certificates for Shares
delivered under the Plan shall be subject to such stock-transfer orders and
other restrictions as the Committee may deem advisable under all applicable
laws, rules and regulations, and the Committee may cause a legend or legends to
be put on any such certificates to make appropriate references to such
restrictions.

            19.5 No Employment Contract. The adoption of the Plan shall not
confer upon any Employee any right to continued employment nor shall it
interfere in any way with the right of the Employer to terminate the employment
of any of its Employees at any time.

            19.6 No Effect on Other Benefits. The receipt of Benefits under the
Plan shall have no effect on any benefits to which a Participant may be entitled
from the Employer, under another plan or otherwise, or preclude a Participant
from receiving any such benefits.

WLH:mef/rgafspJul98/rga


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