Reinsurance Group of America, Incorporated Exhibit 10.1 to Form S-8







EXHIBIT 10.1 

















RGA REINSURANCE COMPANY

EXECUTIVE DEFERRED SAVINGS PLAN 








RGA REINSURANCE COMPANY

EXECUTIVE DEFERRED SAVINGS PLAN 



TABLE Of CONTENTS 


	ARTICLE I –  INTRODUCTION 	1 	 


	  	1.1
1.2
1.3
1.4
1.5
1.6 	Name of Plan
Purposes of Plan

"Top Hat" Pension Benefit Plan
Plan Unfunded
Effective Date
Administration	1
1
1
1
1
2 	 




	ARTICLE II –  DEFINITIONS AND CONSTRUCTION 	2 	 


	  	2.1 	Definitions 	2 	 


	  	  	(a)   "Account"

                  (b)   "Beneficiary"

                  (c)   "Code"

                  (d)   "Committee"

                  (e)   "Company"

                  (f)   "Compensation Committee"

                  (g)   "Deferral Period"

                  (h)   "Directors"

                  (i)   "Effective Date"

                  (j)   "Employee"

                  (k)   "ERISA"

                  (l)   "401(k) Plan"

                  (m)   "Incentive Compensation"

                  (n)   "Incentive Deferral"

                  (o)   "Matching Contribution"

                  (p)   "Participant"

                  (q)   "Participation and Deferral Election Form"

                  (r)   "Plan"

                  (s)   "Plan Year"

                  (t)   "Salary"

                  (u)   "Salary Deferral"

                  (v)   "Termination Date"

                  (w)   "Transferred Accounts"

                  (x)   "Valuation Date"	2
2
2
2
2
2
2
3
3
3
3
3
3

3
3
3
3
4
4
4
4
4
4
4	 


	  	2.2	Number and Gender	4	 







i




	  	2.3 	Headings	4 	 




	ARTICLE III – PARTICIPATION AND ELIGIBILITY  	5 	 


	  	3.1
3.2
3.3 	Participation
Commencement of Participation
Cessation of Active Participation
 	5
5
5 	 




	ARTICLE IV – DEFERRALS & MATCHING CONTRIBUTIONS 	6 	 


	  	4.1
4.2
4.3
4.4
4.5 	Deferrals by Participants 

Effective Date of Participation and Deferral Election Form

Modification or Revocation of Election by Participant

Matching Contributions

Elections Prior to January 1, 1996
 	6
6
6
7
7 	 




	ARTICLE V – VESTING, DEFERRAL PERIODS AND EARNINGS ELECTION  	7 	 


	  	5.1
5.2
5.3 	Vesting
Deferral Periods

Earnings Elections	7
8
8	 




	ARTICLE VI – ACCOUNTS	8 	 


	  	6.1
6.2
6.3 	Establishment of Bookkeeping Accounts
Subaccounts

Hypothetical Nature of Accounts	8
8
8 	 




	ARTICLE VII – PAYMENT OF ACCOUNT	9 	 


	  	7.1
7.2
7.3
7.4
7.5 	Timing of Distribution of Benefits

Form of Payment or Payments

Designation of Beneficiaries

Unclaimed Benefits

Hardship Withdrawals
 	9
10
11
11
11	 




	ARTICLE VIII – ADMINISTRATION	12	 


	  	8.1
8.2
8.3
8.1 	 Committee

 General Powers of Administration

 Determination of Amount of Distribution of Contribution to 401(k) Plan

 Indemnification of Committee
 	12
12
12
12 	 




	ARTICLE IX – DETERMINATION OF BENEFITS,

               
                 CLAIMS PROCEDURE AND ADMINISTRATION	13	 


	  	9.1
9.2
9.3
9.4 	Claims

Claim Decision

Request for Review

Review of Decision
 	 13
13
13
14	 








ii





	  	9.5 	Discretionary Authority    	14 	 




	ARTICLE X – MISCELLANEOUS	14	 


	  	10.1
10.2
10.3
10.4
10.5
10.6
10.7

10.8
10.9 	 Plan Not a Contract of Employment

 Non-Assignability of Benefits

 Withholding

 Amendment and Termination

 Unsecured General Creditor Status Of Employee

 Severability

 Governing Laws

 Binding Effect

 Entire Agreement	14
14
15
15
15
16
16
16
16 	 


























iii






ARTICLE I
INTRODUCTION 



	1.1 	Name of Plan. 







	  	
RGA Reinsurance Company (formerly known as Saint Louis Reinsurance Company) (the
“Company” or such subsidiaries or affiliated Companies of RGA Reinsurance
Company which have, with the consent of the Directors adopted the Plan) currently
maintains the Saint Louis Reinsurance Company (the “EDCP”) hereby amends and
restates the EDCP in its entirety and renames the EDCP the RGA Reinsurance Company
Executive Deferred Savings Plan (the “]Plan”). 






	1.2 	Purposes of Plan. 







	  	
The
purposes of the Plan are to provide deferred compensation through Salary Deferrals or
employer-provided benefits, or both, for a select group of management or highly
compensated Employees of the Company and to provide those Employees who are eligible to do
so the opportunity to maximize their elective contributions to the RGA Reinsurance Company
Profit Sharing Plan and Trust and the 401(k) Plan of any other Company which has adopted
the Plan and Trust (the “401(k) Plan”) in accordance with certain restrictions
and limitations in the Code. 






	1.3 	 “Top Hat”
Pension Benefit Plan. 






	  	
The
Plan is an “employee pension benefit plan” within the meaning of ERISA Section
3(2). The Plan is maintained, however, for a select group of management or highly
compensated employees and, therefore, is exempt from Parts 2, 3 and 4 of Title 1 of ERISA.
The Plan is not intended to qualify under Code Section 401(a). 






	1.4 	Plan Unfunded. 






	  	
The
Plan is unfunded. No amounts will be set aside for the benefit of Plan Participants or
their Beneficiaries and all benefits will be paid from the general assets of the Company,
which will continue to be subject to the claims of the Company’s creditors, except to
the extent the assets are held in a rabbi trust that is adopted for such purpose. 






	1.5 	Effective Date.





	  	
The
amended and restated Plan is effective as of January 1, 1996. 










	1.6 	Administration.







        The Plan
shall be administered by the Committee. 



ARTICLE II
DEFINITIONS
AND CONSTRUCTION



	2.1 	Definitions. 







	  	
For
purposes of the Plan, the following words and phrases shall have the respective meanings
set forth below, unless their context clearly requires a different meaning: 






          		(a)	
               “Account” means the bookkeeping account maintained by the
               Company on behalf of each Participant pursuant to Article VI that is credited
               with Salary Deferrals, Incentive Deferrals and Matching Contributions made by
               the Company on behalf of each Participant pursuant to Article IV, the earnings
               and losses on such amounts as determined in accordance with Article V, and any
               account balances from the Saint Louis Reinsurance Company Executive Deferred
               Compensation Plan, as well as transferred account balances, if any, from the
               General American Life Insurance Company Executive Deferred Savings Plan, the
               General American Life Insurance Company Executive Deferred Compensation Plan or
               the General American Life Insurance Company Management Deferred Compensation
               Plan, or from any other deferred compensation plan maintained by a Company, that
               have been credited to account balances in the Plan. 



               



          		(b)	
               “Beneficiary” means the person or persons designated by the
               Participant in accordance with Section 7.3. 



               



          		(c)	
               “Code” means the Internal Revenue Code of 1986, as amended. 



               



          		(d)	
               “Committee” means the administrative committee appointed by the
               Compensation Committee to administer the Plan in accordance with Article VIII. 



               



          		(e) 	
               “Company” means RGA Reinsurance Company and any of its
               subsidiaries or affiliated companies which has, with the consent of the
               Directors, adopted the Plan. 



               



          		(f)	
               “Compensation Committee” means the Compensation Committee of
               the Board of Directors of RGA, Inc. 



               



          		(g) 	
               “Deferral Period” means the period of time for which a
               Participant elects to defer receipt of Salary Deferrals, Incentive Deferrals and
               Matching Contributions credited to such Participant’s Account and shall be
               either the period of years specified in Section 5.2 or the period of years until
               the Participant’s termination of 



               



2




          			
               employment. Deferral Periods shall be
               measured on the basis of Plan Years, beginning with the Plan Year that commences
               immediately following the Plan Year for which the applicable Salary Deferrals,
               Incentive Deferrals and/or Matching Contributions are credited to the
               Participant’s Account or when accounts in the General American Management
               Deferred Compensation Plan or such other deferred compensation plan maintained
               by a Company are credited to the Plan. 



               



          		(h) 	
               “Directors” means the Board of Directors of RGA, Inc. 



               



          		(i) 	
               “Effective Date” means January 1, 1996. 



               



          		(j) 	
               “Employee” means any common-law employee of the Company. 



               



          		(k)	
               “ERISA” means the Employee Retirement Income Security Act of
               1974, as amended. 



               



          		(l) 	
               “401(k) Plan” means the RGA Profit Sharing Plan and Trust and
               the 401(k) Plan of any other Company which has, with the consent of the
               Directors, adopted the Plan. 



               



          		(m) 	
               “Incentive Compensation” means the amount awarded to a
               Participant for a Plan Year under any incentive compensation program maintained
               by the Company (but excluding any incentive compensation paid or deferred
               pursuant to the General American Life Insurance Company Long Term Incentive
               Plan). 



               



          		(n) 	
               “Incentive Deferral” means the amount of a Participant’s
               Incentive Compensation which the Participant elects to have withheld on a
               pre-tax basis and credited to his account pursuant to Section 4.1. 



               



          		(o)	
               “Matching Contribution” means the amount, if any, as determined
               by the Company on an annual basis, that would be contributed to match the
               Participant’s Salary Deferrals and Incentive Deferrals if such deferrals
               had been contributed on behalf of the Participant to the 401(k) Plan without
               regard to any restriction which there might be in a qualified plan, that is
               credited by the Company to the account of each Participant based on such
               Participant’s Salary and Incentive Deferrals. 



               



          		(p)	
               “Participant” means each Employee who has been selected for
               participation in the Plan and who has become a Participant pursuant to Article
               III. 



               



          		(q)	
               “Participation and Deferral Election Form” means the written
               agreement pursuant to which the Participant elects the amount of his Salary
               and/or his Incentive Compensation to be deferred into the Plan, the Deferral
               Period, the deemed investment and the form of payment for such amounts, and such
               other matters as the Committee shall determine from time to time. 



               




3




          		(r) 	
               “Plan” means the RGA Reinsurance Company Executive Deferred
               Savings Plan, as amended from time to time. 



               



          		(s) 	
               “Plan Year” means the twelve-consecutive month period
               commencing January 1 of each year ending on December 31. 



               



          		(t) 	
               “Salary” means the base rate of cash compensation paid by the
               Company to or for the benefit of a Participant for services rendered or labor
               performed while a Participant, including base pay a Participant could have
               received in cash in lieu of (A) deferrals pursuant to Section 4.1 and (B)
               contributions made on his behalf to any qualified plan maintained by the Company
               or to any cafeteria plan under section 125 of the Code maintained by the
               Company. 



               



          		(u)	
               “Salary Deferral” means the amount of a Participant’s
               Salary Which the Participant elects to have withheld on a pre-tax basis and
               credited to his Account pursuant to Section 4.1. 



               



          		(v)	
               “Termination Date” means the date the employment of the
               Participant with the Company and any of its subsidiaries or affiliated companies
               terminates. 



               



          		(w) 	
               “Transferred Accounts” means the Account Balance, if any, of a
               Participant under the Saint Louis Reinsurance Company Executive Deferred
               Compensation Plan, as well as account balances, if any, from the General
               American Life Insurance Company Executive Deferred Savings Plan, the General
               American Life Insurance Company Executive Deferred Compensation Plan or the
               General American Life Insurance Company Management Deferred Compensation Plan,
               or under any other deferred compensation plan of the Company, that has been
               credited to the Plan. 



               



          		(x)	
               “Valuation Date” means each business day. 2.2 Number and
               Gender. 



               



	2.2 	Number and Gender.







	  	
Wherever
appropriate herein, words used in the singular shall be considered to include the plural
and words used in the plural shall be considered to include the singular. The masculine
gender, where appearing in the Plan, shall be deemed to include the feminine gender. 






	2.3 	Headings.







	  	
The
headings of Articles and Sections herein are included solely for convenience, and if there
is any conflict between such headings and the rest of the Plan, the text shall control. 







4




ARTICLE III
PARTICIPATION AND ELIGIBILITY 



	3.1 	Participation. 







	  	
Participants
in the Plan are those Employees who are (a) subject to the income tax laws of the United
States, (b) members of a select group of highly compensated or management Employees of the
Company, and (c) who earn at least $80,000 annually, or are employed in a position that is
at the executive director level or above in the Company’s salary administration
system, or at such other comparable level as selected by the Committee, in its sole
discretion. The Committee shall notify each Participant of his selection as a Participant.
Notwithstanding anything herein to the contrary, Employees who are non-resident aliens
will not be eligible to participate in this Plan. 






	  	
Those
Employees who were Participants in the Plan prior to the Effective Date but who no longer
meet the eligibility criteria will be permitted to retain their account balances in the
Plan but will not be permitted to defer any additional amounts until they again meet the
eligibility requirements of this Section 3.1. 






	3.2 	Commencement of
Participation. 






	  	
Those
Employees who participated in the Plan as of December 31, 1995, and those Employees whose
account balances in the Saint Louis Reinsurance Company Executive Deferred Compensation
Plan are credited to this Plan, shall continue to participate in this Plan effective
January 1, 1996. Except as provided in the following sentence, all other Employees shall
become Participants effective as of the first day of the Plan Year on which their
Participation and Deferral Election Forms become effective. A newly hired Employee who
completes a Participation and Deferral Election Form within 30 days of the date on which
his employment commences shall become a Participant as of the date on which his
Participation and Deferral Election Form becomes effective under Section 4.2. 






	3.3 	Cessation of Active
Participation. 







	  	
Notwithstanding
any provision herein to the contrary, a Participant shall cease to be a Participant
hereunder effective as of any date designated by the Committee. Any such Committee action
shall be communicated to such Participant prior to the effective date of such action. Such
cessation shall not affect amounts previously credited to the Account of any such
Participant. 






	  	
In
addition, those Employees who are Participants any time during a Plan Year but no longer
meet the eligibility criteria at the end of the Plan Year will be treated as Participants
until the end of the Plan Year and all elections they previously made will continue to
apply until the following Plan Year when, assuming they still no longer meet the
eligibility requirements, their Participation in the Plan will cease. Nevertheless, such 







5




	  	
Employees
will be permitted to retain their account balances in the Plan but will not be permitted
to defer any additional amounts until they again meet the eligibility requirements of
Section 3.1. 






ARTICLE IV
DEFERRALS &
MATCHING CONTRIBUTIONS 



	4.1 	Deferrals by
Participants. 







	  	
Before
the first day of each Plan Year, a Participant may file with the Committee a Participation
and Deferral Election Form pursuant to which such Participant elects to make Salary
Deferrals and/or Incentive Deferrals. Any such Participant election shall not exceed 50%
of Salary or 100% of Incentive Compensation and shall be a minimum of 1% of Salary and
Incentive Compensation, or shall otherwise be limited by any rules prescribed by the
Committee in its sole discretion. Salary Deferrals will be credited to the Account of each
Participant as of the last day of each pay period to which the deferral applies. Incentive
Deferrals will be credited to the Account of each Participant as of the date on which such
Incentive Compensation otherwise would have been paid to the Participant in cash. 






	4.2 	Effective Date of
Participation and Deferral Election Form. 







	  	
A
Participant’s Participation and Deferral Election Form shall become effective on the
first day of the Plan Year to which it relates. The Participation and Deferral Election
Form of Employees who are first employed by the Company during a Plan Year shall become
effective as of the pay period next following the pay period in which the employee
completes the Participation and Deferral Election Form provided the Participation and
Deferral Election Form is completed within 30 days of the date the Employee first
commences employment. If a Participant fails to complete a Participation and Deferral
Election Form before the first day of the Plan Year in which Participant shall earn the
compensation to which the Participation and Deferral Election Form relates, the
Participant shall be deemed to have elected not to make Salary Deferrals and/or Incentive
Deferrals for such Plan Year. 






	4.3 	Modification or
Revocation of Election by Participant. 






	  	
A
Participant may not change the amount of his Salary Deferrals or his Incentive Deferrals
during a Plan Year except to prospectively revoke his Salary Deferral election or his
Incentive Deferral election, as the case may be, in its entirety. In the event a
Participant does revoke his Salary Deferral election or Incentive Deferral election, he
may not again elect to defer any Salary or Incentive Compensation until the following Plan
Year. Under no circumstances may a Participant’s Participation and Deferral Election
Form be made, modified or revoked retroactively. 







6




	4.4 	Matching
Contributions. 






	  	
Each
Participant who elects to make Salary or Incentive Deferrals to the Plan will receive a
Matching Contribution equal to the percentage of that Participant’s deferrals that
would have been matched if the deferrals had been contributed to the 401(k) Plan without
regard to any limits or restrictions on either the Deferrals or Matching Contributions had
they been made to a plan qualified under 401(a) of the Code or a 401(k) Plan. The Matching
Contribution percentage to be contributed to the Plan shall be equal to the matching
contribution percentage provided in the appropriate sections of the 401(k) Plan. Matching
Contributions will be credited to the Participant’s Account as of the pay period in
which the Salary and/or Incentive Deferrals to which the Matching Contributions relate are
credited to the Participant’s Account. 






	  	
Notwithstanding
anything herein to the contrary, no Matching Contribution will be applicable to any
Incentive Deferrals that are deferred from the General American Life Insurance Company
Long Term Incentive Plan. 






	4.5 	Elections Prior to
January 1, 1996. 







	  	
Any
elections which Participants had made with respect to Transferred Accounts will remain in
effect under this Plan until changed by the Participants in accordance with this Plan. 






ARTICLE V 
VESTING, DEFERRAL
PERIODS AND EARNINGS ELECTION 



	5.1 	Vesting. 







	  	
A
Participant shall be 100% vested in his Salary Deferrals and Incentive Deferrals at all
times and shall be vested in his Matching Contributions in accordance with the vesting
schedule in the applicable 401(k) Plan. Any provisions of the Plan relating to the
distribution of a Participant’s Account shall mean only the vested portion of such
Account. Since the Plan is unfunded, the portion of a Participant’s Account which is
not vested and therefore not distributed with the vested portion of such account shall
remain the property of the Company and shall not be allocated to the Accounts of other
Participants or otherwise inure to their benefit. 







7




	5.2 	Deferral Periods. 







	  	
A
Deferral Period may be for any period of five (5) years or more. A Participant must
specify on the Participation and Deferral Election Form the Deferral Period for the Salary
Deferrals, Incentive Deferrals, Matching Contributions and for any Transferred Account to
be made to the Plan for the Plan Year to which the Participation and Deferral Election
Form relates, subject to the provisions of Section 7.1(a) and rules as determined by the
Committee from time to time. In the event a Participant does not elect a Deferral Period
for any such Salary Deferrals, Incentive Deferrals and Matching Contributions for a Plan
Year, such Participant shall be deemed to have elected a Deferral Period that will end on
his Termination Date. 






	5.3 	Earnings Elections. 







	  	
Amounts
credited to a Participant’s Account shall be credited with earnings and losses based
on hypothetical investment directions made by the Participant, in accordance with
investment options and procedures adopted by the Committee in its sole discretion, from
time to time. Any amounts credited to a Participant’s Account with respect to which a
Participant does not provide investment direction shall be credited with earnings equal to
the General American Life Insurance Company General Account rate. A Participant’s
Account shall be adjusted as of each Valuation Date to reflect investment gains and
losses. 






ARTICLE VI
ACCOUNTS 



	6.1 	Establishment of
Bookkeeping Accounts. 







	  	
A
separate bookkeeping Account shall be maintained for each Participant. Such Account shall
be credited with the Salary Deferrals and Incentive Deferrals made by the Participant
pursuant to Section 4.1, Matching Contributions made by the Company pursuant to Section
4.4, and any Transferred Accounts and will be credited (or charged, as the case may be)
with the hypothetical investment results determined pursuant to Section 5.3, and charged
with distributions made to or with respect to a Participant. 






	6.2 	Subaccounts.







	  	
Within
each Participant’s bookkeeping Account, separate subaccounts shall be maintained to
the extent necessary for the administration of the Plan. 






	6.3 	Hypothetical Nature
of Accounts. 







8





	  	
The
Account established under this Article VI shall be hypothetical in nature and shall be
maintained for bookkeeping purposes only, so that any Transferred Accounts, Incentive
Deferrals, Salary Deferrals, and Matching Contributions can be credited to the Participant
and so that earnings and losses on such amounts so credited can be credited (or charged,
as the case may be). Neither the Plan nor any of the Accounts (or subaccounts) shall hold
any actual funds or assets. The right of any person to receive one or more payments under
the Plan shall be an unsecured claim against the general assets of the Company. Any
liability of the Company to any Participant, former Participant, or Beneficiary with
respect to a right to payment shall be based solely upon contractual obligations created
by the Plan. Neither the Company, the Directors, nor any other person shall be deemed to
be a trustee of any amounts to be paid under the Plan. Nothing contained in the Plan, and
no action taken pursuant to its provisions, shall create or be construed to create a trust
of any kind, or a fiduciary relationship, between the Company and a Participant, former
Participant, Beneficiary, or any other Person. The Company may, in its sole discretion,
establish a rabbi trust as a vehicle in which to place funds with respect to this Plan. 






ARTICLE VII
PAYMENT OF ACCOUNT 



	7.1 	Timing of Distribution of Benefits.






          		(a) 	
               Distribution of Contribution to 401(k) Plan. 



               




	  	
As
soon as practicable, but in no event later than March 15 of the Plan Year following the
Plan Year for which the Participant executed the Participation and Deferral Election Form,
the lesser of (i) the allowable before-tax contribution which may be made on behalf of the
Participant to the 401(k) Plan for the Plan Year for which the Participant executed the
Participation and Deferral Election Form, and (ii) the sum of the Salary Deferral and the
Incentive Deferral for the Plan Year for which the Participant executed the Participation
and Deferral Election Form, shall be paid directly to Participant as compensation earned
in the Plan Year for which the Participant executed the Participation and Deferral
Election Form, unless the Participant previously elected to have such amount contributed
to the 401(k) Plan as an elective before-tax contribution. If the Participant elected to
have such amount contributed to the 401(k) Plan as an elective before-tax contribution,
such amount shall be distributed directly to the Participant’s Account in the 401(k)
Plan. Any such distributions shall be made first from the Salary Deferral Account and only
if any additional amounts are distributed shall thus be made from the Incentive Deferral
Account. Notwithstanding the preceding, the Plan shall not make distributions to the
Participant or the 401(k) Plan in excess of the Participant’s Account balance. 







9




	  	
If,
pursuant to the preceding paragraph, an elective before-tax contribution is distributed to
the Participant’s Account in the 401(k) Plan, the Company shall, pursuant to the
terms of the 401(k) Plan, make any matching contribution required on account of such
elective before-tax contribution. An additional amount equal to the matching contribution
required from the Company under the 401(k) Plan for such elective before-tax contribution
shall be deducted from the Matching Contribution in the Participant’s Account.
Notwithstanding the preceding, the Plan shall not make distributions to the Participant or
the 401(k) Plan in excess of the Matching Contributions in the Participant’s Account.
If, pursuant to the preceding paragraph, an elective before-tax contribution is paid
directly to the Participant as compensation, any matching contribution associated with the
Salary Deferral and Incentive Deferrals for the applicable Plan Year shall be deducted
from the Matching Contribution in the Participant’s Account. 






          		(b) 	
               Distribution After Deferral Period.  



               




	  	
Distribution
of that portion of a Participant’s Account which is not distributed under Section
7.1(a) shall be made as soon as practicable following the date the Deferral Period for
such amounts ends. 






	7.2 	Form of Payment or
Payments. 







	  	
A
Participant’s Account balance shall be distributed in accordance with the form of
payment elected by the Participant on the Participation and Deferral Election Form to
which such amounts relate. The form of payment with respect to amounts and the earnings
credited thereon may be in any of the following forms: 






          		(a) 	
               A lump sum; or



               



          		(b) 	
               Installment payments for a period not to exceed fifteen years. 



               




	  	
Installment
payments shall be paid annually on the first practicable day after the distributions are
scheduled to commence as elected by the Participant on the Participation and Deferral
Election Form. Each installment payment shall be determined by multiplying the Account
balance by a fraction, the numerator of which is one and the denominator of which is the
number of remaining installment payments to be made to the Participant. 






	  	
Such
Participant or Beneficiary, as the case may be, may apply to the Committee for payment of
installments over a shorter period of time or in a lump sum payment. The Committee, in its
sole discretion, shall determine whether such request will be granted. 







10




	  	
In
the event a Participant does not elect a form of payment for any such Salary Deferrals,
Incentive Deferrals, Matching Contributions and Transferred Accounts for a Plan Year, such
Participant shall be deemed to have elected a lump sum distribution. 







11




	7.3 	Designation of
Beneficiaries.  







	  	
Each
Participant shall have the right to designate the beneficiary or beneficiaries to receive
payment of his benefit in the event of his death. A beneficiary designation shall be made
by executing the beneficiary designation form prescribed by the Committee and filing the
same with the Committee. Any such designation may be changed at any time by execution of a
new designation in accordance with this Section. If no such designation is on file with
the Committee at the time of the death of the Participant or such designation is not
effective for any reason as determined by the Committee, then the designated beneficiary
or beneficiaries to receive such benefit shall be the Participant’s surviving spouse,
if any, or if none, the executor, personal representative, or administrator of the
Participant’s probate estate, or his heirs-at-law, if there is no administration of
such Participant’s probate estate. 






	7.4 	Unclaimed Benefits.







	  	
In
the case of a benefit payable on behalf of such Participant, if the Committee is unable to
locate the Participant or beneficiary to whom such benefit is payable, such benefit may be
forfeited to the Company, upon the Committee’s determination. Notwithstanding the
foregoing; if subsequent to any such forfeiture the Participant or beneficiary to whom
such benefit is payable makes a valid claim for such benefit, such forfeited benefit shall
be paid by the Company or restored to the Plan by the Company. 






	7.5 	Hardship Withdrawals. 







	  	
A
Participant may apply in writing to the Committee for, and the Committee may permit, a
hardship withdrawal of all or any part of a Participant’s Vested Account if the
Committee, in its sole discretion, determines that the Participant has incurred a severe
financial hardship resulting from a sudden and unexpected illness or accident of the
Participant or of a dependent (as defined in section 152(a) of the Code) of the
Participant, loss of the Participant’s property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result of events beyond the
control of the Participant, as determined by the Committee, in its sole and absolute
discretion. The amount that may be withdrawn shall be limited to the amount reasonably
necessary to relieve the hardship or financial emergency upon which the request is based,
plus the federal and state taxes due on the withdrawal, as determined by the Committee.
The Committee may require a Participant who requests a hardship withdrawal to submit such
evidence as the Committee, in its sole discretion, deems necessary or appropriate to
substantiate the circumstances upon which the request is based. 







12




ARTICLE VIII
ADMINISTRATION 



	8.1 	Committee. 







	  	
The
Plan shall be administered by a Committee appointed by the Compensation Committee of the
Directors. If the Compensation Committee does not act to specifically appoint a Committee,
the Committee will be deemed to be the General American Life Insurance Company Benefits
Committee. The Committee shall be responsible for the general operation and administration
of the Plan and for carrying out the provisions thereof. The Committee may delegate to
others certain aspects of the management and operational responsibilities of the Plan
including the employment of advisors and the delegation of ministerial duties to qualified
individuals, provided that such delegation is in writing. 






	8.2 	General Powers of
Administration. 







	  	
The
Committee shall have all powers necessary or appropriate to enable it to carry out its
administrative duties. Not in limitation, but in application of the foregoing, the
Committee shall have the duty and power and discretionary authority to construe and to
interpret the Plan and determine all questions that may arise hereunder as to the status
and rights of Employees, Participants, and Beneficiaries. The Committee may exercise the
powers hereby granted in its sole and absolute discretion. No member of the Committee
shall be personally liable for any actions taken by the Committee unless the member’s
action involves willful misconduct. 






	8.3 	Determination of
Amount of Distribution of Contribution to 401(k) Plan. 







	  	
As
soon as practicable each Plan Year, but in no event later than January 31 of the Plan Year
following the Plan Year for which the Participant executed the Participation and Deferral
Election Form, the Committee, or its delegate(s), shall obtain from the plan administrator
of the 401(k) Plan the results of actual deferral percentage and actual contribution
percentage testing for the 401(k) Plan for the Plan Year for which the Participant
executed the Participation and Deferral Election Form. The Committee, or its delegate(s),
shall then determine the allowable contribution to the 401(k) Plan for the Plan Year for
which the Participant executed the Participation and Deferral Election Form. 






	8.4 	Indemnification of
Committee.







	  	
The
Company shall indemnify the members of the Committee against any and all claims, losses,
damages, expenses, including attorney’s fees, incurred by them, and any liability,
including any amounts paid in settlement with their approval, arising from their action or
failure to act, except when the same is judicially determined to be attributable to their
gross negligence or willful misconduct. 







13




ARTICLE IX 
DETERMINATION OF
BENEFITS, 
CLAIMS PROCEDURE AND ADMINISTRATION 



	9.1 	Claims.








	  	
A
person who believes that he is being denied a benefit to which he is entitled under the
Plan (a “Claimant”) may file a written request for such benefit with the
Committee, setting forth his claim. The request must be addressed to the Committee at the
Company at its then principal place of business. 






	9.2 	Claim Decision.







	  	
Upon
receipt of a claim, the Committee shall advise the Claimant that a reply will be
forthcoming within ninety (90) days and shall, in fact, deliver such reply within such
period. The Committee may, however, extend the reply period for an additional ninety (90)
days for reasonable cause. 






	  	
If
the claim is denied in whole or in part, the Committee shall adopt a written opinion,
using language calculated to be understood by the Claimant, setting forth: 






          		(a) 	
               The specific reason or reasons for such denial; 



               



          		(b) 	
               The specific reference to pertinent provisions of the Plan on which such denial
               is based; 



               



          		(c) 	
               A description of any additional material or information necessary for the
               Claimant to perfect his claim and an explanation why such material or such
               information is necessary; 



               



          	 	(d)	
               Appropriate information as to the steps to be taken if the Claimant wishes to
               submit the claim for review; and 



               



          		(e)	
               The time limits for requesting a review under Section 9.3 and for review under
               Section 9.4 hereof. 



               



	9.3 	Request for Review.







14




	  	
Within
sixty (60) days after the receipt by the Claimant of the written opinion described above,
the Claimant may request in writing that the Secretary of the Company review the
determination of the Committee. Such request must be addressed to the Secretary of the
Company, at its then principal place of business. The Claimant or his duly authorized
representative may, but need not, review the pertinent documents and submit issues and
comments in writing for consideration by the Secretary. If the Claimant does not request a
review of the Committee’s determination by the Secretary of the Company within such
sixty (60) day period, he shall be barred and estopped from challenging the
Committee’s determination. 






	9.4 	Review of Decision.







	  	
Within
sixty (60) days after the Secretary’s receipt of a request for review, he will review
the Company’s determination. After considering all materials presented by the
Claimant, the Secretary will render a written opinion, written in a manner calculated to
be understood by the Claimant, setting forth the specific reasons for the decision and
containing specific references to the pertinent provisions of this Agreement on which the
decision is based. If special circumstances require that the sixty (60) day time period be
extended, the Secretary will so notify the Claimant and will render the decision as soon
as possible, but no later than one hundred twenty (120) days after receipt of the request
for review. 






	9.5 	Discretionary
Authority







	  	
The
Committee and the Secretary shall have discretionary authority to determine a
Claimant’s entitlement to benefits upon his claim or his request for review of a
denied claim, respectively. 






ARTICLE X
MISCELLANEOUS 



	10.1 	Plan Not a Contract
of Employment. 







	  	
The
adoption and maintenance of the Plan shall not be or be deemed to be a contract between
the Company and any person or to be consideration for the employment of any person.
Nothing herein contained shall give or be deemed to give any person the right to be
retained in the employ of the Company or to restrict the right of the Company to discharge
any person at any time; nor shall the Plan give or be deemed to give the Company the right
to require any person to remain in the employ of the Company or to restrict any
person’s right to terminate his employment at any time. 







	10.2 	Non-Assignability
of Benefits. 







	  	
No
Participant, Beneficiary or distributee of benefits under the Plan shall have any power or
right to transfer, assign, anticipate, hypothecate or otherwise encumber any part or all
of the amounts payable hereunder, which are expressly declared to be







15



	  	
unassignable and
non-transferable. Any such attempted assignment or transfer shall be void. No amount
payable hereunder shall, prior to actual payment thereof, be subject to seizure by any
creditor of any such Participant, Beneficiary or other distributee for the payment of any
debt, judgment, or other obligation, by a proceeding at law or in equity, nor transferable
by operation of law in the event of the bankruptcy, insolvency or death of such
Participant, Beneficiary or other distributee hereunder. 






	10.3 	Withholding.







	  	
All
deferrals and payments provided for hereunder shall be subject to applicable withholding
and other deductions as shall be required of the Company under any applicable local, state
or federal law. 






	10.4 	Amendment and
Termination. 







	  	
The
Compensation Committee may from time to time, in its discretion, amend, in whole or in
part, any or all of the provisions of the Plan; provided, however, that no amendment may
be made which would impair the rights of a Participant with respect to amounts already
allocated to his Account. The Compensation Committee may terminate the Plan at any time.
In the event that the Plan is terminated, the balance in a Participant’s Account
(whether or not it is otherwise vested or payable) shall be paid to such Participant or
his Beneficiary in a single cash lump sum, in full satisfaction of all such
Participant’s or Beneficiary’s benefits hereunder. Any such amendment to or
termination of the Plan shall be in writing and signed by a member of the Compensation
Committee. 






	10.5 	Unsecured General
Creditor Status Of Employee.







	  	
The
payments to Participant, his Beneficiary or any other distributee hereunder shall be made
from assets which shall continue, for all purposes, to be a part of the general,
unrestricted assets of the Company; no person shall have nor acquire any interest in any
such assets by virtue of the provisions of this Agreement. The Company’s obligation
hereunder shall be an unfunded and unsecured promise to pay money in the future. To the
extent that the Participant, a Beneficiary, or other distributee acquires a right to
receive payments from the Company under the provisions hereof, such right shall be no
greater than the right of any unsecured general creditor of the Company; no such person
shall have nor require any legal or equitable right, interest or claim in or to any
property or assets of the Company. 






	  	
In
the event that, in its discretion, the Company purchases an insurance policy or policies
insuring the life of the Participant (or any other property) to allow the Company to
recover the cost of providing the benefits, in whole, or in part, hereunder, neither the
Participant, his Beneficiary or other distributee shall have nor acquire any rights
whatsoever therein or in the proceeds therefrom. The Company shall be the sole owner







16




	  	
and beneficiary of any such policy or policies and, as such, shall possess and may exercise
all incidents of ownership therein. No such policy, policies or other property shall be
held in any trust for a Participant, Beneficiary or other distributee or held as
collateral security for any obligation of the Company hereunder unless the Company, in its
sole discretion, has established a rabbi trust. 






	10.6 	Severability.







	  	
If
any provision of this Plan shall be held illegal or invalid for any reason, said
illegality or invalidity shall not affect the remaining provisions hereof; instead, each
provision shall be fully severable and the Plan shall be construed and enforced as if said
illegal or invalid provision had never been included herein. 






	10.7 	Governing Laws. 







	  	
All
provisions of the Plan shall be construed in accordance with the laws of Missouri, except
to the extent preempted by federal law. 






	10.8 	Binding Effect. 







	  	
This
Plan shall be binding on each Participant and his heirs and legal representatives and on
the Company and its successors and assigns. 






	10.9 	Entire Agreement.







	  	
This
document and any amendments contain all the terms and provisions of the Plan and shall
constitute the entire Plan, any other alleged terms or provision being of no effect. 






	  	
IN WITNESS WHEREOF, the Company has caused this Plan to be properly executed on the
_______ day of _________________________, 1996.




	  	RGA REINSURANCE COMPANY 





	  	By: 	 
 
	  	Its: 	 
 





	  	RGA/SWISS FINANCIAL GROUP, L.L.C.





	  	By: 	 
 
	  	Its: 	 
 







17