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





EXHIBIT 10.1 





PHANTOM STOCK PLAN FOR 



DIRECTORS OF 



REINSURANCE GROUP OF
AMERICA, INCORPORATED 



AS AMENDED AND RESTATED 



EFFECTIVE JANUARY 1, 2003 



        
1.        PURPOSE 



                  The
purpose of the Phantom Stock Plan for Directors of Reinsurance Group of America,
Incorporated (the “Plan”) is to encourage the highest level of director
performance by members of the Board of Directors of Reinsurance Group of America,
Incorporated (the “Corporation”), by providing certain outside directors with
deferred compensation based on the Corporation’s success and progress. 



        
2.        DEFINITIONS 



                   As
used in this Plan, the following terms have the definitions set forth below. 



     	(a) 	  	
          “Affiliate” means a Parent or Subsidiary of the Corporation or a
          Subsidiary of a Parent. 



          



     	(b) 	  	
          “Board” shall mean the Board of Directors of the Corporation. 



          



     	(c) 	  	
          “Common Stock” means the Corporation’s common stock, par value of
          $0.01 per share. 



          



     	(d) 	  	
          “Director” means a duly elected and acting member of the Board who
          receives Director’s Fees from the Corporation for his or her services as a
          member of the Board and who is not an officer or employee of the Company or any
          of its Affiliates. 



          



     	(e) 	  	
          “Director’s Fees” means the following, whether payable in cash or
          Common Stock: 



          



     	1.		
           Annual Board retainer fees.



          



     	2.		
          Board meeting attendance fees.



          



     	3.		
          Committee meeting attendance fees. 



          



     	4.		
           Committee chairman fees. 



          



     	5.		
           Telephonic Board and telephonic Committee meeting fees.



          



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     	(f) 	  	
          “Disability” means a physical or mental condition arising on or after
          January 1, 2003, which, in the opinion of a qualified doctor of medicine chosen
          by the Corporation, permanently prevents a Director from carrying out his or her
          duties as a member of the Board. 



          



     	(g) 	  	
          “Fair Market Value” means the closing price of a share of Common Stock
          on the New York Stock Exchange (“NYSE”) on a given date, or in the
          absence of market transactions on such date, the closing price on the NYSE on
          the last day on which a sale occurred prior to such date. 



          



     	(h) 	  	
          “Malfeasance” means (1) conduct, acts or omissions which are contrary
          to a Participant’s duties as a Director, which are inimicable or in any way
          contrary to the best interests of the Corporation or any of its Affiliates or
          which permit removal of a Director for cause as provided in the
          Corporation’s By-Laws, or (2) employment of a Participant by or association
          of a Participant with an organization which competes with the business of the
          Corporation or any of its Affiliates. 



          



     	(i) 	  	
          “Parent” means any corporation (other than the Corporation or a
          Subsidiary) in an unbroken chain of corporations ending with the Company, if, at
          the time Director’s Fees are earned, each of the corporations (other than
          the Corporation 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. 



          



     	(j) 	  	
          “Participant” means a Director who has satisfied the eligibility
          requirements of Section 4 and who has not ceased to be a Director. 



          



     	(k) 	  	
          “Performance Unit” means a hypothetical share of Common Stock
          allocated to a Participant on the Corporation’s records based on the Fair
          Market Value of the Common Stock at the time of the grant. 



          



     	(l) 	  	
          “Plan Year” means the calendar year. 



          



     	(m) 	  	
          “Restricted Period” means a period of ten (10) years from the last day
          of the Plan Year in which a Performance Unit is granted or, if earlier, the date
          of the Retirement of a Participant. 



          



     	(n) 	  	
          “Retirement” means retirement of a Participant as a Director, other
          than for failure to be renominated or reelected due to Malfeasance. 



          



     	(o) 	  	
          “Subsidiary” means, with respect to an entity, any corporation, other
          than the entity, in an unbroken chain of corporations beginning with the entity
          if, at the time Director’s Fees are earned, 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. 



          



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        3.
        ADMINISTRATION



          
        The
Board shall administer the Plan. Questions involving eligibility, benefits or the
interpretation or operation of the Plan shall be referred to the Board. All determinations
of the Board, in its sole discretion, shall be conclusive. The Board may obtain such
advice or assistance as it deems appropriate from persons not serving on the Board. No
Board member shall participate in any decision that involves a determination of his or her
personal rights or obligations under this Plan. 



        4.
        ELIGIBILITY



          
        Each
Director who is a Participant on January 1, 2003 shall continue to be a Participant as of
such date. Each individual who becomes a Director on or after January 1, 2003 shall be
eligible to participate as of the beginning of the next Plan Year. Each eligible Director
is hereinafter referred to as a “Participant.” 



             5.        
          NUMBER OF PERFORMANCE UNITS 



          
        The
total number of Performance Units that may be granted under this Plan shall not exceed one
hundred thousand (100,000). 



             6.
        ELECTION TO RECEIVE PERFORMANCE UNITS 



          
        With
respect to each Plan Year, a Participant shall be eligible to receive a grant of
Performance Units in lieu of his or her Director’s Fees by making and filing with the
Board a written irrevocable election prior to the first day of such Plan Year. 



             7.        
          PERFORMANCE UNITS 



          
        If
a Participant elects to receive Performance Units as provided in Section 6, Performance
Units granted to such Participant shall be credited to a Performance Unit Account (the
“Account”) established and maintained for such Participant. The Performance
Units shall be allocated to a Participant’s Account annually on the day of the first
regular Board meeting of each year, unless the Board approves a different allocation date.
The number of Performance Units shall equal the number of full shares of Common Stock that
the amount of Director’s Fees would have purchased at Fair Market Value on the
allocation date. Partial Performance Units will not be allocated, and standard rounding
will be applied to determine the number of full Performance Units. The Account of a
Participant shall be the record of Performance Units granted to him or her under the Plan,
is solely for accounting and record keeping purposes and shall not require a segregation
of any Corporation assets or setting aside for or registering in the name of a Participant
any Common Stock. In addition, the existence of such record and the Account shall not be
deemed to create a trust of any kind or a fiduciary relationship between the Corporation
and a Participant or his or her beneficiary. Each allocation of Performance Units under
the Plan to a Participant and the number and value of such Performance Units as of the
date of allocation shall be communicated annually to the Participant. 




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             8.        
          GRANTS, RESTRICTIONS AND PAYMENTS 



     	(a) 	  	
          General. Subject to the provisions of Section 8(c), the restrictions set forth
          in Section 8(b) shall apply to each Performance Unit during the Restricted
          Period. 



          



     	(b) 	  	
          Restrictions. The Participant shall have no rights and privileges of a
          shareholder as to such Performance Units. Accordingly, the Participant shall
          have no right to receive dividends actually paid or distributed at the time
          declared and no right to vote on account of any allocation of Performance Units
          to his or her Account. In addition, no interest in the Performance Units or any
          Account may be sold, transferred, assigned, pledged or otherwise encumbered or
          disposed of at any time. 



          



     	(c) 	  	
          Termination of Directorship. 



          



          	(i) 	  	
               If a Participant ceases to be a Director prior to the end of the Restricted
               Period for any reason other than Malfeasance, all rights with respect to
               Performance Units in a Participant’s Account shall immediately vest in the
               Participant’s beneficiary in the event of death, his or her estate in the
               case of Disability if there is no attorney-in-fact, or the Participant, as the
               case may be. 



               



          	(ii) 	  	
               If a Participant shall be determined, in the sole judgment and discretion of the
               Board, to be guilty of Malfeasance, he or she shall forfeit all rights to the
               Performance Units. 



               


     	(d) 	  	
           Payment for Performance Units.  



          




          	(i) 	  	
               At the end of the Restricted Period with respect to a Performance Unit, the
               Participant shall be entitled to receive from the Corporation, with respect to
               each Performance Unit, (A) cash equal to the Fair Market Value of a share of
               Common Stock at that time or (B) one share of Common Stock in lieu of cash. The
               Board shall have the sole discretion to determine whether such distribution
               shall be in cash or in stock. Distribution will be made within ninety (90) days
               after the end of the Restricted Period. A Participant will not be entitled to
               receive any earnings on the value of his or her Performance Units with respect
               to the period between the end of the Restricted Period and the distribution
               under the Plan. 



               



          	(ii) 	  	
               Notwithstanding Section 8(d)(i), in the event that the benefits to a Participant
               under this Plan are taxable for Federal income tax purposes to the Participant
               at a time other than the time the Participant actually receives such benefits,
               the Corporation shall immediately pay to such Participant the amounts so
               determined to be taxable and the Corporation’s obligations under the Plan
               to such Participant shall be reduced by a corresponding amount. 



               




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          	(iii) 	  	
               Notwithstanding any contrary provision, if, at such time as the Participant
               becomes entitled to benefit payments hereunder, the Participant has any debt,
               obligation or other liability representing an amount owing to the Corporation or
               an affiliate of the Corporation, and if such debt, obligation or other liability
               is due and owing at the time benefit payments are payable hereunder, the
               Corporation may offset the amount due and owing it or an affiliate against the
               amount of benefits otherwise distributable hereunder. 



               



             9.        
          REGULATORY COMPLIANCE AND LISTING 



          
        If
the Board decides to deliver Common Stock in lieu of cash under Section 8, the issuance or
delivery of any Common Stock may be postponed by the Corporation for such period as may be
required to comply with any applicable requirements under the Federal securities laws, any
applicable listing requirements of any national securities exchange and requirements under
any other law or regulation applicable to the issuance or delivery of such shares, and the
Corporation shall not be obligated to issue, purchase or deliver any Common Stock if the
issuance, purchase or delivery of such shares shall constitute a violation of any
provision of any law or of any regulation of any governmental authority or any national
securities exchange. As a condition to receipt of Common Stock, the Participant shall
execute such agreements and other documents as the Corporation may reasonably request for
securities law purposes. 



        10.
        ADJUSTMENTS



          
        In
the event of any change in the outstanding shares of Common Stock by reason of a
recapitalization, reclassification, reorganization, stock split, reverse stock split,
combination of shares, stock dividend or similar transaction, the Board shall
proportionately adjust, in an equitable manner, the number of Performance Units held by a
Participant under the Plan. The foregoing adjustment shall be made in a manner that will
cause the relationship between aggregate appreciation in outstanding Common Stock and
earnings per share of the Corporation and the increase in value of each Performance Unit
granted hereunder to remain unchanged as a result of the applicable transaction. 



             11.        
          TERMINATION OR AMENDMENT OF PLAN 



          
        The
Board may at any time terminate the Plan and may from time to time alter or amend the Plan
or any part thereof (including any amendment deemed necessary to ensure that the
Corporation may comply with any regulatory requirement referred to in Section 9), provided
that, (a) unless otherwise required by law, the rights of a Participant with respect to
Performance Units granted prior to such termination, alteration or amendment may not be
impaired without the consent of such Participant and, further, that (b) to the extent the
approval of the Corporation’s shareholders is required under applicable laws or
regulations with respect to such alteration or amendment, such approval of the
Corporation’s shareholders is appropriately obtained. 




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        12.
        MISCELLANEOUS



     	(a) 	  	
          Nothing in the Plan shall be deemed to create any obligation on the part of the
          Board to nominate any Director for reelection by the Corporation’s
          shareholders. 



          



     	(b) 	  	
          Neither the adoption of this Plan by the Board nor the submission of the Plan to
          the Corporation’s shareholders for approval shall be construed as creating
          any limitations on the power or authority of the Board to adopt such other
          additional incentive or other compensation arrangements as the Board may deem
          necessary or desirable. 



          



     	(c) 	  	
          The Corporation shall have the right to (i) deduct from all amounts paid
          pursuant to the Plan any taxes required by law to be withheld with respect to
          such amounts, and (ii) require, within three (3) months after issuance or
          delivery of any Common Stock, payment by the Participant of any taxes required
          by law with respect to the issuance or delivery of such shares. 



          



     	(d) 	  	
          The shares of any Common Stock delivered under the Plan may be either authorized
          but unissued shares or shares which have been or may be reacquired by the
          Corporation, as determined from time to time by the Board. 



          



     	(e) 	  	
          All costs and expenses incurred in the operation and administration of this Plan
          will be borne by the Corporation. 



          



     	(f) 	  	
          No rights, interests, or benefits under this Plan may be assigned, transferred,
          pledged, or hypothecated in any way. Such rights, interests or benefits shall
          not be subject to execution, attachment, or similar process. Any attempted
          assignment, transfer, pledge, or hypothecation, or other disposition of such
          rights, interests, or benefits contrary to the preceding provisions, or the levy
          of any attachment or similar process thereupon, shall be null and void and
          without effect. 



          



     	(g) 	  	
          This Plan shall be binding upon and inure to the benefit of the successors and
          assigns of the Corporation, whether by way of merger, consolidation, operation
          of law, assignment, purchase or other acquisition of substantially all of the
          assets or business of the Corporation and any such successor or assign shall
          absolutely and unconditionally assume all of the Corporation’s obligations
          hereunder. 



          



     	(h) 	  	
          The Plan will be governed by the laws of the State of Missouri. 



          




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     	(i) 	  	
          The payments to a Participant or his or her beneficiary hereunder shall be made
          from assets which shall continue, for all purposes, to be part of the general,
          unrestricted assets of the Corporation. No person shall have any interest in any
          such assets by virtue of the provisions of the Plan. The Corporation’s
          obligation hereunder shall be an unfunded and unsecured promise to pay money in
          the future. To the extent that any person acquires a right to receive payments
          from the Corporation under the provisions hereof, such right shall be no greater
          than the right of any unsecured general creditor of the Corporation. No such
          person shall have nor acquire any legal or equitable right, interest or claim in
          or to any property or assets of the Corporation. 



          



             13.        
          EFFECTIVE DATE 



          
        The
restated Plan shall become effective as of January 1, 2003, or such later date as the
Board may determine, provided that the restated Plan shall not become effective until the
Corporation’s shareholders shall have adopted the Plan at a meeting of the
Corporation’s shareholders. 



        IN
WITNESS WHEREOF, the Corporation has executed this Plan on the date and year first
above-written. 



	  	REINSURANCE GROUP OF AMERICA, INCORPORATED 





	  	By: 	  
 
	  		A. Greig Woodring, President and Chief Executive Officer




	ATTEST:	




	  
 	
	James E. Sherman, Secretary	












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