Life Re Corporation
                           Annual Incentive Plan

1.    Purpose. 

      The purpose of this Life Re Corporation Annual Incentive Plan (the
"Plan") is (i) to assist the Company in attracting and retaining key
corporate executives, and (ii) to motivate and reward key corporate
executives based on their attainment of predetermined goals which will
further the interest of the Company and its stockholders. 

2.   Definitions. 

     For purposes of the Plan, the following terms shall have the defined
meanings as set forth below: 

     "Board" shall mean the Board of Directors of the Company. 

     "Change in Control" means a change in control of the Company of a
nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A under the Exchange Act, whether or not the
Company is subject to the Exchange Act at such time; provided, that
without limiting the generality of the foregoing, such a Change in Control
will in any event be deemed to occur if and when: 

          (a) any person (as such term is used in paragraphs 13(d) and
     14(d) (2) of the Exchange Act, hereinafter in this paragraph 2(a),
     "Person"), other than the Company or a subsidiary or employee
     benefit plan of the Company or subsidiary, becomes the beneficial
     owner (as defined in Rule 13d-3 under the Exchange Act), directly or
     indirectly, of securities of the Company representing more than
     twenty-five percent of the combined voting power of the Company's
     then outstanding securities; 

          (b) stockholders approve a merger, consolidation or other
     business combination (a "Business Combination") other than a
     Business Combination in which holders of common stock of the Company
     immediately prior to the Business Combination have substantially the
     same proportionate ownership of common stock of the surviving
     corporation immediately after the Business Combination as
     immediately before; 

          (c) stockholders approve either (i) an agreement for the sale
     or disposition of all or substantially all of the Company's assets
     to any entity which is not a subsidiary of the Company, or (ii) a
     plan of complete liquidation; 

          (d) the persons who were members of the Board of Directors
     immediately before a tender offer by any Person other than the
     Company or a subsidiary, or before a merger, consolidation, or
     contested election, or before any combination of such transactions,
     cease to constitute a majority of the Board of Directors as a result
     of such transaction or transactions. 

     "Code" means the Internal Revenue Code of 1986, as amended, or any
successor thereto. 

     "Committee" shall mean the committee of the Board described in
Section 4 hereof. 

     "Company" means Life Re Corporation, a corporation organized under
the laws of the State of Delaware (or any successor corporation). 

     "Disability" shall mean a physical or mental condition of a
Participant resulting from a bodily injury, disease, or mental disorder
which renders him or her incapable of continuing in the employment of the
Company. Such Disability shall be determined by the Committee based upon
appropriate medical advice and examination. 

     "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time. 

     "Participant" shall mean a key executive of the Company who is
selected by the Committee to participate in the Plan. 

     "Performance Objective" shall mean the performance goal set by the
Committee in accordance with Section 6 of the Plan 

     "Plan Year" means the calendar year of the Company. 

     "Retirement" shall mean retirement from active employment with the
Company on or after attainment of age 62, unless an earlier retirement is
approved by the Committee. 

3.   Effective Date. 

     The Plan shall be effective on January 1, 1995, provided, however,
that the effectiveness of this Plan is conditioned on its approval by an
affirmative vote of the holders of Company stock represented at a meeting
duly held in accordance with Delaware law within twelve (12) months after
the date this Plan is adopted by the Board. All awards under this Plan
shall be null and void if the Plan is not approved by such stockholders
within such twelve-month period. 

4.   Administration. 

     (a) The Plan shall be administered by the Compensation Committee
("Committee") of the Board of Directors of the Company, which shall
consist solely of two or more directors each of whom is an outside
director within the meaning of the applicable regulations under Section
162(m) of the Internal Revenue Code or any successor thereto. The members
of the Committee shall be appointed by, and may be changed from time to
time at the discretion of the Board of Directors of the Company. 

     (b) The Committee shall have the authority (i) to exercise all of
the powers granted to it under the Plan, (ii) to construe, interpret, and
implement the Plan, (iii) to prescribe, amend and rescind rules and
regulations relating to the Plan, (iv) to make all determinations
necessary or advisable in administering the Plan, and (v) to correct any
defect, supply any omission and reconcile any inconsistency in the Plan. 

     (c) The Committee shall maintain written minutes of its meetings,
including minutes regarding the Performance Objectives established by the
Committee pursuant to Section 6(c) hereof and any certification regarding
the satisfaction of Performance Objectives made pursuant to Section 7
hereof. 

     (d) Solely for purposes of satisfying the shareholder approval
requirement of Section 162(m) (4) (c) (ii), the Committee shall cause the
material terms under which awards are to be paid to be disclosed to
shareholders for approval by a majority of the vote in a separate
shareholder vote before the payment of the award. In order to prevent the
disclosure of confidential competitive information, such disclosure shall
be limited to the disclosure of only those material terms necessary to
satisfy the requirements of Section 162(m) of the Internal Revenue Code
and the regulations thereunder. 

     (e) All decisions made by the Committee pursuant to the provisions
of the Plan shall be final and binding on all persons, including the
Company and Participants. 

     (f) No member of the Committee shall be liable for any action or
determination made in good faith with respect to the Plan. 


5.   Eligibility and Participation. 

     The class of officers who are eligible to participate in the Plan
shall consist of such members of the Office of the Chairman and other
corporate officers of the Company or its subsidiaries as the Committee
shall in its discretion select. Prior to the start of each Plan Year, the
Committee shall determine the officers who shall participate for such Plan
Year. An officer who is eligible for one Plan Year is not guaranteed to be
eligible for any subsequent Plan Year. 

6.   Annual Incentives. 

     (a) The amount of a Plan Participant's annual incentive award for
attaining Performance Objectives shall be determined by the Committee in
its discretion, based on such criteria as it shall determine, including,
without limitation, the future performance of the Company, the
Participant's level of responsibility, performance, salary, and incentive
compensation. 

     (b) The Committee will assign one of three "Impact Levels" to a
Participant. The award opportunity will vary based on the Participant's
Impact Level. The Office of the Chairman shall be assigned the highest
Impact Level. The Chief Financial Officer, General Counsel, and such other
key corporate officers as the Committee in its discretion shall select,
shall be assigned to the second highest Impact Level. Such other key
corporate officers as the Committee in its discretion shall select shall
be assigned the third Impact Level. 

     (c) The Committee shall develop the Performance Objectives
applicable to the Plan Year for each element used in determining an annual
incentive award. Performance Objectives will be related to such measures
as the profitability and growth of the Company. The Committee may
determine different Performance Objectives for different Participants,
notwithstanding application of an identical Plan Year. The applicable
Performance Objectives shall be established by the Committee in accordance
with the applicable regulations under Code Section 162(m). 

     (d) Accounting terms and such measures related to the performance of
the Company which the Committee selects as Performance Objectives shall
have the same meaning as (i) those terms used in connection with the
regulations regarding the preparation of the Annual Report on Form 10-K
filed with the Securities and Exchange Commission, as adjusted to reflect
determinations made by the Committee pursuant to subsection (e) below, or
(ii) to the extent that such objectives or measures are not set forth in
such regulations, in accordance with generally accepted accounting
principles consistently applied, as adjusted to reflect determinations
made by the Committee pursuant to subsection (e) below. 

     (e) The Committee may make, from time to time and in its sole
discretion, adjustments in the accounting terms or other performance
measures used for purposes of calculating the Performance Objectives so
that changes in accounting principles, extraordinary or unusual charges or
credits, acquisitions, mergers, consolidations, recapitalizations, stock
dividends, stock splits, stock repurchases, exchange of shares, sale by
the Company of all or part of its assets, other corporate transactions or
change, or such other circumstances as the Committee may determine, and
such other elements of or factors influencing the calculation of
Performance Objectives, do not distort or affect the operations of the
Plan or the realization of the objectives of the Company in a manner
inconsistent with its purposes. 

     (f) To the extent allowable under the applicable regulations under
Code Section 162(m), the Committee may, in its sole discretion, revise the
amount payable under an award downward, if, in the business judgment of
the Committee, it is in the best interests of the Company and its
shareholders, and an unintended windfall, or inequitable payment will
otherwise result. 

7.   Committee Certification. 

     Within two and one-half months of the end of the Plan Year, the
Committee shall determine whether and to what extent the Performance
Objectives have been attained. Prior to the payment of the value of any
award, the Committee will certify in writing that the Performance
Objectives set forth pursuant to Section 6 and any other material terms
within the meaning of the regulations under Code Section 162(m) were in
fact satisfied. 

8.   Payment. 

     Within two and one-half months of the end of the Plan Year, provided
that the requisite Committee certification under Section 7 hereof has
occurred, the Company shall pay to each Participant, in cash, a lump sum
equal to the value of his or her award, net of any withholding required
under Section 13 hereto. 

9.   Termination of Employment. 

     (a) If a Participant's employment with the Company or any of its
affiliates terminates prior to payment for any reason other than (i)
death; (ii) Disability; or (iii) Retirement, then the Participant shall
not be entitled to any payment with respect to an award for such Plan
Year. 

     (b) If a Participant's employment is terminated prior to payment due
to (i) death; (ii) Disability; or (iii) Retirement, then the Participant
or his or her estate shall be entitled to payment for awards granted to
such Participant for such Plan Year, provided, however, that for purposes
of Section 6 hereof, the value of any such award shall be equal to the
value of an award, as otherwise determined in accordance with Section 6,
multiplied by a fraction, the numerator of which is the number of whole or
partial months during which the individual was an employee of the Company
during the Plan Year and the denominator of which is twelve. 

10.  Change of Control 

     Notwithstanding anything to the contrary set forth herein, if a
Participant's employment with the Company or any of its affiliates
terminates within twelve (12) months after a Change in Control, or if a
reduction of the Participant's duties, title or position occurs within
twelve (12) months after a Change in Control, then the Participant will be
entitled to a payment under the Plan equal to the amount of the award
earned by the Participant for the Plan Year immediately preceding the Plan
Year in which the Change in Control occurred, multiplied by a fraction,
the numerator of which is the number of whole or partial months subsequent
to the date of the Change in Control and the denominator of which is
twelve. 

11.  Amendment of the Plan. 

     The Board may from time to time alter, amend, suspend, or
discontinue the Plan. However, no such amendment or modification shall
adversely affect any Participant's rights with regard to outstanding
awards. 

12.  Assignability. 

     No awards granted but not paid under the Plan shall be pledged,
assigned or transferred by any Participant except by a will or by the laws
of descent and distribution. Any estate of any Participant receiving any
awards under the Plan shall be subject to all of the terms and conditions
of the Plan. 

13.  Tax Withholding. 

     Under the Plan, payments made to Participants shall be made in cash.
However, such payments shall be made net of any amounts necessary to
satisfy federal, state and local withholding tax requirements, where
required by law. 

14.  No Contract of Employment. 

     Neither the action of the Company in establishing this Plan, nor any
provisions hereof, nor any action taken by the Company, nor the Committee
or Board pursuant to such provisions, shall be construed as giving to any
employee or Participant the right to be retained in the employ of the
Company. 

15.  No Right to Inspect Books and Records. 

     Any calculation approved by the Committee in connection with Section
6 hereof shall be conclusive and binding on the Company, the Participants
or any other person ever effected thereby. Neither the Participants nor
any other person shall have the right for any purpose to inquire into the
manner in which the calculations made in accordance with Section 6 were
determined or examine the computations or working papers in connection
therewith. 

16.  Other Provisions. 

     The following miscellaneous terms and conditions are also in effect
under the Plan: 

     (a) Any expenses and liabilities incurred by the Board, the
Committee or the Company in administering the Plan shall be paid by the
Company. 

     (b)  Any benefits received or amounts paid to a Participant under
the Plan shall have no effect on the level of benefits provided to or
received by such Participant, or the Participant's estate or
beneficiaries, as a part of any other employee benefit plan or similar
arrangement provided by the Company, except as provided under the terms of
such other employee benefit plan or similar arrangement.

     IN WITNESS WHEREOF, the Company has caused this plan to be executed
this third day of November, 1994.



ATTEST                        LIFE RE CORPORATION



/S/ Tracy L. Rudolph               By:   /s/ Rodney A. Hawes, Jr.
Tracy L. Rudolph                   Name:  Rodney A. Hawes, Jr.
Associate Secretary           Title: Chairman and Chief Executive
Officer