Amendment Number One
                   to the 1992 Life Re Corporation
                          Stock Option Plan

     This Amendment Number One (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 meet the
requirements of the Treasury Regulations issued under Section 162(m) of the
Internal Revenue Code and to increase the number of shares available
thereunder. 

     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. Increase of Shares. Section 1.5(b) of the Plan is hereby amended
and restated to read as follows: 

     "(b) Subject to Section 3.5 (relating to adjustments upon changes in
capitalization), as of any date the total number of shares of Common Stock
with respect to which options may be granted under the Plan shall be equal
to the excess (if any) of (i) 3,000,000 minus (ii) the sum of (A) the
number of shares subject to outstanding options granted under the Plan, and
(B) the number of shares previously transferred pursuant to the exercise of
options granted under the Plan. In accordance with (and without limitation
upon) the preceding sentence, shares of Common Stock covered by options
granted under the Plan which are cancelled, expire or terminate for any
reason whatsoever shall again become available for awards under the Plan." 

     3. Maximum Grants. Section 1.5 of the Plan is hereby amended by
adding the following subsection (e) to the end of Section 1.5: 

     "(e) Notwithstanding the foregoing and subject to Section 3.5
(relating to adjustments upon changes in capitalization) the maximum number
of shares of Common Stock with respect to which options may be granted
during any calendar year to any individual shall be 150,000 shares." 

     4. Amendments. Section 3.1 of the Plan is hereby amended by revising
and restating subsection (a) to read as follows: 

     " (a) The Board of Directors of the Company may, without shareholder
approval from time to time suspend or discontinue the Plan or revise or
amend it in any respect whatsoever, except that no such amendment shall
alter or impair any rights or obligations under any award theretofore made
under the Plan without the consent of the person to whom such award was
made. Furthermore, except as and to the extent otherwise permitted by
Section 3.5 or Section 3.11, no such amendment shall, without shareholder
approval: 

     (i) increase, beyond the amounts set forth in Section 1.5, the number
of shares of Common Stock in respect of which options may be granted under
the Plan or to any individual; 

     (ii) change the designation in Section 1.3 of the class of persons
eligible to receive awards under the Plan: 

     (iii) provide for the grant of options having an option exercise
price per share of Common Stock less than the fair market value of a share
of Common Stock on the date of grant; 

     (iv) permit an option to be exercisable more than 10 years after the
date of grant; or

     (v) extend the term of the Plan beyond the period set forth in
Section 3.13." 

     5. Effective Date. This Amendment shall be effective as of the date
it is approved by the stockholders 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 7th day of
March 1995 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