AMENDMENT NUMBER ONE TO
                  THE LIFE RE CORPORATION
                1993 NON-EMPLOYEE DIRECTORS
                      STOCK OPTION PLAN
                                
          This Amendment Number One (this "Amendment") to the Life Re
     Corporation 1993 Non-Employee Directors Stock Option Plan is entered
     into by the Board of Directors (the "Board") of Life Re Corporation
     (the "Company") to be effective on the Effective Date (as hereinafter
     defined).
     
                        WITNESSETH
     
          WHEREAS, the Company maintains a stock option plan, the Life Re
     Corporation 1993 Non-Employee Directors Stock Option Plan (the
     "Plan"), for the benefit of its non-employee directors; and
     
          WHEREAS, the Board of Directors and the Committee are empowered
     to amend the Plan pursuant to Section 11 thereof; and
     
          WHEREAS, the Board of Directors wishes to amend the Plan to
     provide for the transferability of stock options granted under the
     Plan. 
     
          NOW, THEREFORE, the Board of Directors has determined that the
     Plan shall be amended, effective as of the date set forth below, as
     follows:
     
     1.   Defined Terms.  Terms not defined herein will have the meanings
     assigned to such terms under the Plan.
     
     2.   Transferability.  Section 8 of the Plan is hereby amended and
     restated to read as follows:
     
          "8.  Transferability of Options.  A Participant may, in
               his or her sole discretion, transfer all or a portion of
               an Option to (i) the Participant's spouse, siblings,
               parents, children and/or grandchildren (each, a
               "Transferee"), (ii) trusts established solely for the
               benefit of any Transferee(s), (iii) partnerships,
               corporations, limited liability companies or other
               entities of which the only interest holders are the
               Participant and/or Transferee(s) (or trusts for such
               Transferee(s)), and/or (iv) charitable organizations or
               private foundations.  Following the transfer of all or a
               portion of an Option in accordance with the preceding
               sentence, such transferred Option or portion thereof
               shall no longer be transferable, and any attempt to
               transfer, assign or encumber such transferred Option
               shall be null and void and no subsequent transferee,
               assignee or beneficiary of any encumbrance shall acquire
               by reason thereof, any right, title or interest in any
               such transferred Option or portion thereof.  In the event
               that all or a portion of an Option is transferred
               pursuant to this Section 8, the person or entity to whom
               or which such Option has been transferred shall have the
               same rights with respect to exercising such Option as the
               Participant had immediately prior to the transfer."
     
     3.   Effective Date.  This Amendment shall be effective as of the
     date it is approved by the Board of Directors of the Company.
     
     4.   Governing Law.  This Amendment shall be governed by the same
     law as applies to the interpretation of the Plan.
     
          IN WITNESS WHEREOF, this Amendment is executed on this 1st day
     of January 1997 to be effective on the Effective Date.
     
                              LIFE RE CORPORATION
     
                              By: /s/ Rodney A. Hawes, Jr.
                              Name:  Rodney A. Hawes, Jr.   
                               Title: Chairman and Chief                       
                                       Executive Officer