AMENDMENT NUMBER TWO TO
                       THE 1992 LIFE RE CORPORATION
                             STOCK OPTION PLAN
     
          This Amendment Number Two (this "Amendment") to the 1992 Life Re
     Corporation 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 1992 Life
     Re Corporation Stock Option Plan (the "Plan"), for the benefit of its
     "key personnel"; and
     
          WHEREAS, the Board of Directors is empowered to amend the Plan
     pursuant to Section 3.1 thereof; and
     
          WHEREAS, the Board of Directors wishes to amend the Plan to
     provide (i) that members of the Stock Option Plan Committee shall meet
     the definitional requirements of (1) an "outside director" under section
     162(m) of the Code and (2) a "Non-Employee Director" under Rule 16b-3
     under the 1934 Act, and (ii) for the transferability, in certain
     instances, of nonqualified 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.   Members of the Stock Option Plan Committee.  Section 1.2(a) of the
     Plan is hereby amended and restated to read as follows:
     
               "(a)      The Plan shall be administered by the Stock
               Option Plan Committee ("Committee") of the Board of Directors 
               of the Company, which shall be composed solely of two or more
               directors each of whom shall qualify as a (i) "Non-Employee
               Director" within the meaning of Rule 16b-3(3) under the 1934 
               Act and (ii) an "outside director" within the meaning of 
               Treasury regulation section 1.162-27(e)(3) under 
               section 162(m) of the Code."
     
     3.   Transferability.  Section 3.3 of the Plan is hereby amended by
     adding the following sentence to the end of Section 3.3:
     
               "Notwithstanding anything contained in the Plan to the
               contrary, the Committee, in its sole discretion, may provide in
               any Option Agreement that an option, other than an incentive 
               stock option, may be transferable by the grantee to 
               (i) the grantee's spouse, siblings, parents, children and/or 
               grandchildren, or to any other person which the Committee may 
               specify in the Option Agreement (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 grantee and/or Transferee(s) (or 
               trusts for such Transferee(s)), and/or (iv) charitable 
               organizations or private foundations."
     
     4.   Choice of Law.  A new Section 3.14 is hereby added to the Plan:
     
               "3.14     Choice of Law.   The interpretation, performance,
               and enforcement of the Plan shall be governed by the laws of    
               the State of Delaware and applicable federal law without        
              reference to principles of conflict of laws."
     
     5.   Effective Date.  This Amendment shall be effective as of the date
     it is approved by the Board of Directors of the Company.
     
     6.   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