FLEXIBLE STOCK PLAN

 

                                                         Exhibit 10.22

              REINSURANCE GROUP OF AMERICA, INCORPORATED

                         FLEXIBLE STOCK PLAN

          AS AMENDED AND RESTATED EFFECTIVE NOVEMBER 1, 1996
              REINSURANCE GROUP OF AMERICA, INCORPORATED
                         FLEXIBLE STOCK PLAN

                                                         Exhibit 10.22

              REINSURANCE GROUP OF AMERICA, INCORPORATED
                         FLEXIBLE STOCK PLAN

                              ARTICLE I
                              ---------

                           NAME AND PURPOSE
                           ----------------

         1.1   Name.  The name of this Plan is the "Reinsurance
               ----
               Group of America, Incorporated Flexible Stock Plan."

         1.2   Purpose.  The Company has established this Plan to
               -------
               attract, retain, motivate and reward Employees and
               other individuals, to encourage ownership of the
               Company's Common Stock by Employees and other
               individuals, and to promote and further the best
               interests of the Company by granting cash and other
               awards.

                              ARTICLE II
                              ----------

            DEFINITIONS OF TERMS AND RULES OF CONSTRUCTION
            ----------------------------------------------

         2.1   General Definitions.  The following words and
               -------------------
               phrases, when used in the Plan, unless otherwise
               specifically defined or unless the context clearly
               otherwise requires, shall have the following
               respective meanings:

       (a)     Affiliate.  A Parent or Subsidiary of the Company.
               ---------

       (b)     Agreement.  The document which evidences the grant
               ---------
               of any Benefit under the Plan and which sets forth the
               Benefit and the terms, conditions and provisions of,
               and restrictions relating to, such Benefit.

       (c)     Benefit.  Any benefit granted to a Participant
               -------
               under the Plan.

       (d)     Board.  The Board of Directors of the Company.
               -----

       (e)     Cash Award.  A Benefit payable in the form of cash.
               ----------

       (f)     Change of Control.  The acquisition, without the
               -----------------
               approval of the Board, by any person or entity, other
               than the Company or a Related Entity, of more than 20%
               of the outstanding Shares through a tender offer,
               exchange offer or otherwise; the liquidation or
               dissolution of the Company following a sale or other
               disposition of all or substantially all of its assets;
               a merger or consolidation involving the Company which
               results in the Company not being the surviving parent
               corporation; or any time during any two-year period in
               which individuals who constituted the Board at the
               start of such period (or whose election was approved
               by at least two-thirds of the then members of the
               Board who were members at the start of the two-year
               period) do not constitute at least 50% of the Board
               for any reason.  A Related Entity is the Parent, a
               Subsidiary or any employee benefit plan (including a
               trust forming a part of such a plan) maintained by the
               Parent, the Company or a Subsidiary.

       (g)     Code.  The Internal Revenue Code of 1986, as
               ----
               amended.  Any reference to the Code includes the
               regulations promulgated pursuant to the Code.

       (h)     Company.  Reinsurance Group of America,
               -------
               Incorporated.

                                                         Exhibit 10.22

       (i)     Committee.  The Committee described in Section 5.1.
               ---------

       (j)     Common Stock.  The Company's common stock which
               ------------
               presently has a par value of $.01 per share.

       (k)     Effective Date.  The date that the Plan is
               --------------
               approved by the shareholders of the Company which must
               occur within one year before or after approval by the
               Board.  Any grants of Benefits prior to the approval
               by the shareholders of the Company shall be void if
               such approval is not obtained.

       (l)     Employee.  Any person employed by the Employer.
               --------

       (m)     Employer.  The Company and all Affiliates.
               --------

       (n)     Exchange Act.  The Securities Exchange Act of
               ------------
               1934, as amended.

       (o)     Fair Market Value.  The closing price of Shares on
               -----------------
               the New York Stock Exchange on a given date, or, in
               the absence of sales on a given date, the closing
               price on the New York Stock Exchange on the last day
               on which a sale occurred prior to such date.

       (p)     Fiscal Year.  The taxable year of the Company which
               -----------
               is the calendar year.

       (q)     ISO.  An Incentive Stock Option as defined in
               ---
               Section 422 of the Code.

       (r)     NQSO.  A Non-Qualified Stock Option, which is an
               ----
               Option that does not qualify as an ISO.

       (s)     Option.  An option to purchase Shares granted under
               ------
               the Plan.

       (t)     Other Stock Based Award.  An award under ARTICLE
               -----------------------
               XVIII that is valued in whole or in part by reference
               to, or is otherwise based on, Common Stock.

       (u)     Parent.  Any corporation (other than the Company
               ------
               or a Subsidiary) in an unbroken chain of corporations
               ending with the Company, if, at the time of the grant
               of an Option or other Benefit, each of the
               corporations (other than the Company 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.  The
               Company's present Parent is General American Life
               Insurance Company.

       (v)     Participant.  An individual who is granted a
               -----------
               Benefit under the Plan.  Benefits may be granted only
               to Employees, employees and owners of entities which
               are not Affiliates but which have a direct or indirect
               ownership interest in an Employer or in which an
               Employer has a direct or indirect ownership interest,
               individuals who, and employees and owners of entities
               which, are customers and suppliers of an Employer,
               individuals who, and employees and owners of entities
               which, render services to an Employer, and individuals
               who, and employees and owners of entities which, have
               ownership or business affiliations with any individual
               or entity previously described.

       (w)     Performance Share.  A Share awarded to a
               -----------------
               Participant under ARTICLE XVI of the Plan.

       (x)     Plan.  The Reinsurance Group of America,
               ----
               Incorporated Flexible Stock Plan and all amendments
               and supplements to it.

       (y)     Restricted Stock.  Shares issued under ARTICLE XV
               ----------------
               of the Plan.

       (z)     Rule 16b-3.  Rule 16b-3 promulgated by the SEC
               ----------
               under the Exchange Act, as amended, or any successor
               rule in effect from time to time.

                                                         Exhibit 10.22

      (aa)     SEC.  The Securities and Exchange Commission.
               ---

      (bb)     Share.  A share of Common Stock.
               -----

      (cc)     SAR.  A Stock Appreciation Right, which is the
               ---
               right to receive an amount equal to the appreciation,
               if any, in the Fair Market Value of a Share from the
               date of the grant of the right to the date of its
               payment.

      (dd)     Subsidiary.  Any corporation, other than the
               ----------
               Company, in an unbroken chain of corporations
               beginning with the Company if, at the time of grant of
               an Option or other Benefit, 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.

         2.2   Other Definitions.  In addition to the above
               -----------------
               definitions, certain words and phrases used in the
               Plan and any Agreement may be defined in other
               portions of the Plan or in such Agreement.

         2.3   Conflicts in Plan.  In the case of any conflict in
               -----------------
               the terms of the Plan relating to a Benefit, the
               provisions in the ARTICLE of the Plan which
               specifically grants such Benefit shall control those
               in a different ARTICLE.

                             ARTICLE III
                             -----------

                             COMMON STOCK
                             ------------

         3.1   Number of Shares.  The number of Shares which may
               ----------------
               be issued or sold or for which Options, SARs or
               Performance Shares may be granted under the Plan shall
               initially be 825,000 Shares.  Such number of Shares
               shall increase annually, effective as of the first day
               of each Fiscal Year, commencing with the Fiscal Year
               beginning in 1994, by the number of Shares equal to 5%
               of the number of Shares allocated to this Plan as of
               the first day of such Fiscal Year.  Such Shares may be
               authorized but unissued Shares, Shares held in the
               treasury, or both.

         3.2   Reusage.  If an Option or SAR expires or is
               -------
               terminated, surrendered, or canceled without having
               been fully exercised, if Restricted Shares or
               Performance Shares are forfeited, or if any other
               grant results in any Shares not being issued, the
               Shares covered by such Option or SAR, grant of
               Restricted Shares, Performance Shares or other grant,
               as the case may be, shall again be available for use
               under the Plan.

         3.3   Adjustments.  If there is any change in the Common
               -----------
               Stock of the Company by reason of any stock dividend,
               spin-off, split-up, spin-out, recapitalization,
               merger, consolidation, reorganization, combination or
               exchange of shares, the number of SARs and number and
               class of shares available for Options and grants of
               Restricted Stock, Performance Shares and Other Stock
               Based Awards and the number of Shares subject to
               outstanding Options, SARs, grants of Restricted Stock
               and Performance Shares which are not vested, and Other
               Stock Based Awards, and the price thereof, as
               applicable, shall be appropriately adjusted by the
               Committee.

                              ARTICLE IV
                              ----------

                             ELIGIBILITY
                             -----------

         4.1   Determined By Committee.  The Participants and the
               -----------------------
               Benefits they receive under the Plan shall be
               determined solely by the Committee.  In making its
               determinations, the Committee shall consider past,
               present and expected future contributions of
               Participants and potential Participants to the
               Employer, including, without limitation, the
               performance of, or the refraining from the performance
               of, services.

                                                         Exhibit 10.22

                              ARTICLE V
                              ---------

                            ADMINISTRATION
                            --------------

         5.1   Committee.  The Plan shall be administered by the
               ---------
               Committee.  The Committee shall consist of three or
               more members of the Board each of whom is a "Non-
               Employee Director" as defined in Rule 16b-3 and who is
               an "outside director" as defined in Code Section
               162(m)(4)(C)(i).  The members of the Committee shall
               be appointed by and shall serve at the pleasure of the
               Board, which may from time to time appoint members in
               substitution for members previously appointed and fill
               vacancies, however caused, in the Committee.  The
               Committee may select one of its members as its
               Chairman and shall hold its meetings at such times and
               places as it may determine.  A majority of its members
               shall constitute a quorum.  All determinations of the
               Committee shall be made by a majority of its members.
               Any decision or determination reduced to writing and
               signed by a majority of the members shall be fully as
               effective as if it had been made by a majority vote at
               a meeting duly called and held.

         5.2   Authority.  Subject to the terms of the Plan, the
               ---------
               Committee shall have discretionary authority to:

       (a)     determine the individuals to whom Benefits are
               granted, the type and amounts of Benefits to be
               granted and the time of all such grants;

       (b)     determine the terms, conditions and provisions of, and
               restrictions relating to, each Benefit granted;

       (c)     interpret and construe the Plan and all Agreements;

       (d)     prescribe, amend and rescind rules and regulations
               relating to the Plan;

       (e)     determine the content and form of all Agreements;

       (f)     determine all questions relating to Benefits under the
               Plan;

       (g)     maintain accounts, records and ledgers relating to
               Benefits;

       (h)     maintain records concerning its decisions and
               proceedings;

       (i)     employ agents, attorneys, accountants or other persons
               for such purposes as the Committee considers necessary
               or desirable;

       (j)     take, at anytime, any action permitted by Section 9.1
               irrespective of whether any Change of Control has
               occurred or is imminent; and

       (k)     do and perform all acts which it may deem necessary or
               appropriate for the administration of the Plan and
               carry out the purposes of the Plan.

         5.3   Delegation.  Except as required by Rule 16b-3 with
               ----------
               respect to grants of Options, Stock Appreciation
               Awards, Performance Shares, Other Stock Based Awards,
               or other Benefits to I individuals who are subject to
               Section 16 of the Exchange Act or as otherwise
               required for part of its authority under the Plan to
               any Employee, Employees or committee.

         5.4   Adjudication of Claims.  The Committee shall have
               ----------------------
               full and complete discretionary authority to make all
               determinations as to the right to Benefits under the
               Plan.  In the event that a Participant believes he has
               not received the Benefits to which he is entitled
               under the Plan, a claim shall be made in writing to
               the Committee.  The claim shall be reviewed by the

                                                         Exhibit 10.22

               Committee.  If the claim is approved or denied, in
               full or in part, the Committee shall provide a written
               notice of approval or denial within 90 days with, in
               the case of a denial, the specific reasons for the
               denial and specific reference to the provisions of the
               Plan and/or Agreement upon which the denial is based.
               A claim shall be deemed denied if the Committee does
               not take any action within the aforesaid 90 day
               period.  If a claim is denied or deemed denied and a
               review is desired, the Participant shall notify the
               Committee in writing within 60 days of the receipt of
               notice of denial or the date on which the claim is
               deemed to be denied, as the case may be.  In
               requesting a review, the Participant may review the
               Plan or any document relating to it and submit any
               written issues and comments he may deem appropriate.
               The Committee shall then review the claim and provide
               a written decision within 60 days.  This decision, if
               adverse to the Participant, shall state the specific
               reasons for the decision and shall include reference
               to specific provisions of the Plan and/or Agreement on
               which the decision is based.  The Committee's decision
               on review shall be final and binding.

                              ARTICLE VI
                              ----------

                              AMENDMENT
                              ---------

         6.1   Power of Board.  Except as hereinafter provided,
               --------------
               the Board shall have the sole right and power to amend
               the Plan at any time and from time to time.

         6.2   Limitation.  The Board may not amend the Plan,
               ----------
               without approval of the shareholders of the
               Company:

       (a)     in a manner which would cause Options which are
               intended to qualify as ISOs to fail to
               qualify;

       (b)     in a manner which would cause the Plan to fail to meet
               the requirements of Rule 16b-3 or Code Section 162(m);
               or

       (c)     in a manner which would violate applicable law.

                             ARTICLE VII
                             -----------

                         TERM AND TERMINATION
                         --------------------

         7.1   Term.  The Plan shall commence as of the Effective
               ----
               Date and, subject to the terms of the Plan, including
               those requiring approval by the shareholders of the
               Company and those limiting the period over which ISOs
               or any other Benefits may be granted, shall continue
               in full force and effect until terminated.

         7.2   Termination.  The Plan may be terminated at any
               -----------
               time by the Board.

                                 ARTICLE VIII
                                 ------------

                   MODIFICATION OR TERMINATION OF BENEFITS
                   ---------------------------------------

         8.1   General.  Subject to the provisions of
               -------
               Section 8.2, the amendment or termination of the Plan
               shall not adversely affect a Participant's right to
               any Benefit granted prior to such amendment or
               termination.

         8.2   Committee's Right.  Any Benefit granted may be
               -----------------
               converted, modified, forfeited or canceled, in whole
               or in part, by the Committee if and to the extent
               permitted in the Plan or applicable Agreement or with
               the consent of the Participant to whom such Benefit
               was granted.

                                                         Exhibit 10.22

                              ARTICLE IX
                              ----------

                          CHANGE OF CONTROL
                          -----------------

         9.1   Right of Committee.  In order to maintain a
               ------------------
               Participant's rights in the event of a Change in
               Control, the Committee, in its sole discretion, may,
               in any Agreement evidencing a Benefit, or at any time
               prior to, or simultaneously with or after a Change in
               Control, provide such protection as it may deem
               necessary.  Without, in any way, limiting the
               generality of the foregoing sentence or requiring any
               specific protection, the Committee may:

       (a)     provide for the acceleration of any time periods
               relating to the exercise or realization of such
               Benefit so that such Benefit may be exercised or
               realized in full on or before a date fixed by the
               Committee;

       (b)     provide for the purchase of such Benefit, upon the
               Participant's request, for an amount of cash equal to
               the amount which could have been attained upon the
               exercise or realization of such Benefit had such
               Benefit been currently exercisable or payable;

       (c)     make such adjustment to the Benefits then outstanding
               as the Committee deems appropriate to reflect such
               transaction or change; and/or

       (d)     cause the Benefits then outstanding to be assumed, or
               new Benefits substituted therefor, by the surviving
               corporation in such change.

                              ARTICLE X
                              ---------

                   AGREEMENTS AND CERTAIN BENEFITS
                   -------------------------------

        10.1   Grant Evidenced by Agreement.  The grant of any
               ----------------------------
               Benefit under the Plan may be evidenced by an
               Agreement which shall describe the specific Benefit
               granted and the terms and conditions of the Benefit.
               The granting of any Benefit shall be subject to, and
               conditioned upon, the recipient's execution of any
               Agreement required by the Committee.  Except as
               otherwise provided in an Agreement, all capitalized
               terms used in the Agreement shall have the same
               meaning as in the Plan, and the Agreement shall be
               subject to all of the terms of the Plan.

        10.2   Provisions of Agreement.  Each Agreement shall
               -----------------------
               contain such provisions that the Committee shall
               determine to be necessary, desirable and appropriate
               for the Benefit granted which may include, but not be
               limited to, the following with  respect to any
               Benefit:  description of the type of Benefit; the
               Benefit's duration; its transferability; if an Option,
               the exercise price, the exercise period and the person
               or persons who may exercise the Option; the effect
               upon such Benefit of the Participant's death or
               termination of employment; the Benefit's conditions;
               when, if, and how any Benefit may be forfeited,
               converted into another Benefit, modified, exchanged
               for another Benefit, or replaced; and the restrictions
               on any Shares purchased or granted under the Plan.

        10.3   Certain Benefits.  Except as otherwise expressly
               ----------------
               provided in an Agreement, any Benefit granted to an
               individual who is subject to Section 16 of the
               Exchange Act shall be not transferable other than by
               will or the laws of descent and distribution and shall
               be exercisable during his lifetime only by him, his
               guardian or his legal representative.

                                                         Exhibit 10.22

                              ARTICLE XI
                              ----------

                    REPLACEMENT AND TANDEM AWARDS
                    -----------------------------

        11.1   Replacement.  The Committee may permit a
               -----------
               Participant to elect to surrender a Benefit in
               exchange for a new Benefit.

        11.2   Tandem Awards.  Awards may be granted by the
               -------------
               Committee in tandem.  However, no Benefit may be
               granted in tandem with an ISO except SARs.

                             ARTICLE XII
                             -----------

            PAYMENT, DIVIDENDS, DEFERRAL AND WITHHOLDING
            --------------------------------------------

        12.1   Payment.  Upon the exercise of an Option or in the
               -------
               case of any other Benefit that requires a payment to
               the Company, the amount due the Company is to be paid:

       (a)     in cash;

       (b)     by the tender to the Company of Shares owned by the
               optionee and registered in his name having a Fair
               Market Value equal to the amount due to the Company;

       (c)     in other property, rights and credits, including the
               Participant's promissory note if permitted under
               applicable law; or

       (d)     by any combination of the payment methods specified in
               (a), (b) and (c) above.

Notwithstanding, the foregoing, any method of payment other than
(a) may be used only with the consent of the Committee or if and to
the extent so provided in an Agreement.  The proceeds of the sale
of Common Stock purchased pursuant to an Option and any payment to
the Company for other Benefits shall be added to the general funds
of the Company or to the Shares held in treasury, as the case may
be, and used for the corporate purposes of the Company as the Board
shall determine.

        12.2   Dividend Equivalents.  Grants of Benefits in
               --------------------
               Shares or Share equivalents may include dividend
               equivalent payments or dividend credit rights.

        12.3   Deferral.  The right to receive any Benefit under
               --------
               the Plan may, at the request of the Participant, be
               deferred for such period and upon such terms as the
               Committee shall determine, which may include crediting
               of interest on deferrals of cash and crediting of
               dividends on deferrals denominated in Shares.

        12.4   Withholding.  The Company, at the time any
               -----------
               distribution is made under the Plan, whether in cash
               or in Shares, may withhold from such distribution any
               amount necessary to satisfy federal, state and local
               income tax withholding requirements with respect to
               such distribution. Such withholding may be in cash or
               in Shares.

                             ARTICLE XIII
                             ------------

                               OPTIONS
                               -------

        13.1   Types of Options.  It is intended that both ISOs
               ----------------
               and NQSOs may be granted by the Committee under the
               Plan.

        13.2   Shares for ISOs.  The number of Shares for which
               ---------------
               ISOs may be granted on or after the Effective Date
               shall not exceed 150,000 Shares.

                                                         Exhibit 10.22

        13.3   Grant of ISOs and Option Price.  Each ISO must be
               ------------------------------
               granted to an Employee and granted within ten years
               from the Effective Date.  The purchase price for
               Shares under any ISO shall be no less than the Fair
               Market Value of the Shares at the time the Option is
               granted.

        13.4   Other Requirements for ISOs.  The terms of each
               ---------------------------
               Option which is intended to qualify as an ISO shall
               meet all requirements of Section 422 of the Code.

        13.5   NQSOs.  The terms of each NQSO shall provide that
               -----
               such Option will not be treated as an ISO.  The
               purchase price for Shares under any NQSO shall be the
               Fair Market Value of the Shares at the time the Option
               is granted.

        13.6   Determination by Committee.  Except as otherwise
               --------------------------
               provided in Section 13.2 through Section 13.5, the
               terms of all Options shall be determined by the
               Committee.

        13.7   Limitation on Shares Covered by Options.  The
               ---------------------------------------
               maximum number of Shares with respect to which such
               Options may be granted to any Participant in any 1
               year period shall not exceed 200,000 shares.  For
               purposes of the preceding sentence, the Shares covered
               by an Option that is canceled shall count against the
               maximum number of Shares, and, if the exercise price
               under an Option is reduced, the transaction shall be
               treated as a cancellation of the Option and a grant of
               a new Option.

                             ARTICLE XIV
                             -----------

                                 SARS
                                 ----

        14.1   Grant and Payment.  The Committee may grant SARs.
               -----------------
               Upon electing to receive payment of a SAR, a
               Participant shall receive payment in cash, in Common
               Stock, or in any combination of cash and Common Stock,
               as the Committee shall determine.

        14.2   Grant of Tandem Award.  The Committee may grant
               ---------------------
               SARs in tandem with an Option, in which case:  the
               exercise of the Option shall cause a correlative
               reduction in SARs standing to a Participant's credit
               which were granted in tandem with the Option; and the
               payment of SARs shall cause a correlative reduction of
               the Shares under such Option.

        14.3   ISO Tandem Award.  When SARs are granted in tandem
               ----------------
               with an ISO, the SARs shall have such terms and
               conditions as shall be required for the ISO to qualify
               as an ISO.

        14.4   Payment of Award.  SARs shall be paid, to the
               ----------------
               extent payment is elected by the Participant (and is
               otherwise due and payable), as soon as practicable
               after the date on which such election is made.

        14.5   Limitation on SARs.  The maximum number of SARs
               ------------------
               which may be granted to any Participant in any 1 year
               period shall not exceed 15,000 SARs.  For purposes of
               the preceding sentence, any SARs that are canceled
               shall count against the maximum number of SARs, and,
               if the Fair Market Value of a Share on which the
               appreciation under a SAR will be calculated is
               reduced, the transaction shall be treated as a
               cancellation of the SAR and a grant of a new SAR.

                             ARTICLE XV
                             ----------

                           RESTRICTED STOCK
                           ----------------

        15.1   Description.  The Committee may grant Benefits in
               -----------
               Shares available under ARTICLE III of the Plan as
               Restricted Stock.  Shares of Restricted Stock shall be
               issued and delivered at the time of the grant but
               shall be subject to forfeiture until provided
               otherwise in the applicable

                                                         Exhibit 10.22

               Agreement or the Plan. Each certificate representing
               Shares of  Restricted Stock shall bear a legend
               referring to the Plan and the risk of forfeiture of
               the Shares and stating that such Shares are
               nontransferable until all restrictions have been
               satisfied and the legend has been removed. The
               grantee shall be entitled to full voting and dividend
               rights with respect to all shares of Restricted Stock
               from the date of grant.

        15.2   Cost of Restricted Stock.  Grants of Shares of
               ------------------------
               Restricted Stock shall be made at a per Share cost to
               the Participant equal to par value.

        15.3   Non-Transferability.  Shares of Restricted Stock
               -------------------
               shall not be transferable until after the removal of
               the legend with respect to such Shares.

                             ARTICLE XVI
                             -----------

                          PERFORMANCE SHARES
                          ------------------

        16.1   Description.  Performance Shares are the right of
               -----------
               an individual to whom a grant of such Shares is made
               to receive Shares or cash equal to the Fair Market
               Value of such Shares at a future date in accordance
               with the terms of such grant.  Generally, such right
               shall be based upon the attainment of targeted profit
               and/or performance objectives.

        16.2   Grant.  The Committee may grant an award of
               -----
               Performance Shares.  The number of Performance Shares
               and the terms and conditions of the grant shall be set
               forth in the applicable Agreement.

                            ARTICLE XVII
                            ------------

                             CASH AWARDS
                             -----------

        17.1   Grant.  The Committee may grant Cash Awards at
               -----
               such times and (subject to Section 17.2) in such
               amounts as it deems appropriate.

        17.2   Limitation on Amount.  The Amount of any Cash Award in
               any Fiscal Year to any Participant who is subject to
               Section 16 of the Exchange Act shall not exceed the
               greater of $100,000 or 50% of his cash compensation
               (excluding any Cash Award under this ARTICLE XVII) for
               such Fiscal Year.

        17.3   Restrictions.  Cash Awards may be subject or not
               ------------
               subject to conditions (such as an investment
               requirement), restricted or nonrestricted, vested or
               subject to forfeiture and may be payable currently or
               in the future or both.

                            ARTICLE XVIII
                            -------------

             OTHER STOCK BASED AWARDS AND OTHER BENEFITS
             -------------------------------------------

        18.1   Other Stock Based Awards.  The Committee shall
               ------------------------
               have the right to grant Other Stock Based Awards which
               may include, without limitation, the grant of Shares
               based on certain conditions, the payment of cash based
               on the performance of the Common Stock, and the grant
               of securities convertible into Shares.

        18.2   Other Benefits.  The Committee shall have the
               --------------
               right to provide types of Benefits under the Plan in
               addition to those specifically listed, if the
               Committee believes that such Benefits would further
               the purposes for which the Plan was established.

                                                         Exhibit 10.22

                             ARTICLE XIX
                             -----------

                       MISCELLANEOUS PROVISIONS
                       ------------------------

        19.1   Underscored References.  The underscored
               ----------------------
               references contained in the Plan are included only for
               convenience, and they shall not be construed as a part
               of the Plan or in any respect affecting or modifying
               its provisions.

        19.2   Number and Gender.  The masculine and neuter,
               -----------------
               wherever used in the Plan, shall refer to either the
               masculine, neuter or feminine; and, unless the context
               otherwise requires, the singular shall include the
               plural and the plural the singular.

        19.3   Governing Law.  This Plan shall be construed and
               -------------
               administered in accordance with the laws of the State
               of Missouri.

        19.4   Purchase for Investment.  The Committee may
               -----------------------
               require each person purchasing Shares pursuant to an
               Option or other award under the Plan to represent to
               and agree with the Company in writing that such person
               is acquiring the Shares for investment and without a
               view to distribution or resale.  The certificates for
               such Shares may include any legend which the Committee
               deems appropriate to reflect any restrictions on
               transfer.  All certificates for Shares delivered under
               the Plan shall be subject to such stock-transfer
               orders and other restrictions as the Committee may
               deem advisable under all applicable laws, rules and
               regulations, and the Committee may cause a legend or
               legends to be put on any such certificates to make
               appropriate references to such restrictions.

        19.5   No Employment Contract.  The adoption of the Plan
               ----------------------
               shall not confer upon any Employee any right to
               continued employment nor shall it interfere in any way
               with the right of the Employer to terminate the
               employment of any of its Employees at any time.

        19.6   No Effect on Other Benefits.  The receipt of
               ---------------------------
               Benefits under the Plan shall have no effect on any
               benefits to which a Participant may be entitled from
               the Employer, under another plan or otherwise, or
               preclude a Participant from receiving any such
               benefits.

 

Basic Info X:

Name: FLEXIBLE STOCK PLAN
Type: Stock Plan
Date: March 24, 1997
Company: REINSURANCE GROUP OF AMERICA INC
State: Missouri

Other info:

Date:

  • NOVEMBER 1 , 1996

Organization:

  • Board of Directors of the Company
  • New York Stock Exchange
  • General American Life Insurance Company
  • Reinsurance Group of America
  • Securities and Exchange Commission
  • Stock Appreciation Right
  • Performance Shares and Other Stock Based Awards
  • Restricted Stock and Performance Shares
  • Change of Control
  • 6.1 Power of Board
  • Company of Shares
  • Fair Market Value
  • Grant of Tandem Award
  • Cost of Restricted Stock

Location:

  • America
  • Missouri

Money:

  • $ .01
  • $ 100,000

Percent:

  • 20 %
  • 5 %
  • 50 %