Reinsurance Group of America Inc – ‘DEFS14A’ for 9/1/99

On:  Friday, 7/23/99   ·   For:  9/1/99   ·   Accession #:  1068800-99-322   ·   File #:  1-11848

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Definitive Proxy Solicitation Material — Special Meeting   —   Schedule 14A
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Document/Exhibit                   Description                      Pages   Size 

 1: DEFS14A     Reinsurance Group of America, Incorporated Proxy      37    185K 

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DEFS14A
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SCHEDULE 14A    
(RULE 14A-101)    

INFORMATION REQUIRED IN PROXY STATEMENT     

SCHEDULE 14A INFORMATION    
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES     
EXCHANGE ACT OF 1934 (AMENDMENT NO.   )     

Filed by the Registrant /X/                                                     
Filed by a Party other than the Registrant / /                                  

Check the appropriate box:                                                      
/ /  Preliminary Proxy Statement  / / Confidential, for Use of the Commission   
                                   Only (as permitted by Rule 14a-6(e)(2))
/X/  Definitive Proxy Statement                                                 
/ /  Definitive Additional Materials                                            
/ /  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12              

Reinsurance Group Of America, Incorporated    
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(Name of Registrant as Specified in Its Charter)    

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(Name of Person(s) Filing Proxy Statement if other than the Registrant)   

Payment of Filing Fee (Check the appropriate box):                              
/X/  No fee required.                                                           
/ /  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and         
0-11.                                                                 
(1)  Title of each class of securities to which transaction           
applies:                                                                        

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(2)  Aggregate number of securities to which transaction applies:     

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(3)  Per unit price or other underlying value of transaction computed 
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing    
fee is calculated and state how it was determined):                             

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(4)  Proposed maximum aggregate value of transaction:                 

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(5)  Total fee paid:                                                  

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/ /  Fee paid previously with preliminary materials.                            

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/ /  Check box if any part of the fee is offset as provided by Exchange         
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee        
was paid previously.  Identify the previous filing by registration              
statement number, or the form or schedule and the date of its filing.           
(1)  Amount Previously Paid:                                          

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(2)  Form, Schedule or Registration Statement No.:                    

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(3)  Filing Party:                                                    

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(4)  Dated Filed:                                                     

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Reinsurance Group of America, Incorporated (SM)     
------------      
RGA LOGO      
------------      

NOTICE OF SPECIAL MEETING OF      
THE SHAREHOLDERS OF     
REINSURANCE GROUP OF AMERICA, INCORPORATED    

                                         St. Louis, Missouri
                                               July 23, 1999

TO THE SHAREHOLDERS OF                                                          
REINSURANCE GROUP OF AMERICA, INCORPORATED                                      

A Special Meeting of the Shareholders of Reinsurance Group of         
America, Incorporated ("RGA") will be held at the Marriott West Hotel,          
660 Maryville Centre Drive, St. Louis, Missouri on September 1, 1999,           
commencing at 2:00 p.m., at which meeting only holders of record of             
RGA's Voting Common Stock and RGA's Non-Voting Common Stock at the close        
of business on July 19, 1999 will be entitled to vote.  The purpose of          
the Special Meeting is to vote on an amendment to the Restated Articles         
of Incorporation of RGA in order to reclassify the existing and separate        
class of Non-Voting Common Stock into Voting Common Stock by converting         
each outstanding share of Non-Voting Common Stock into 0.97 of a share          
of Voting Common Stock, as described in the accompanying proxy statement.       

            REINSURANCE GROUP OF AMERICA, INCORPORATED

By   /s/ Richard A. Liddy     
 Chairman of the Board

/s/ James E. Sherman                                                            
Secretary                                                                       

EVEN THOUGH YOU MAY PLAN TO ATTEND THE MEETING IN PERSON, PLEASE      
MARK, DATE, AND EXECUTE THE ENCLOSED PROXY AND MAIL IT PROMPTLY.  A             
POSTAGE-PAID RETURN ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.                  

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Reinsurance Group of America, Incorporated (SM)     
------------      
RGA LOGO      
------------      

REINSURANCE GROUP OF AMERICA, INCORPORATED    
660 MASON RIDGE CENTER DRIVE, ST. LOUIS, MISSOURI 63141     

PROXY STATEMENT     

FOR THE     
SPECIAL MEETING OF THE SHAREHOLDERS     
TO BE HELD SEPTEMBER 1, 1999    
MARRIOTT WEST HOTEL, ST. LOUIS, MISSOURI    

This proxy statement is furnished to the holders of common stock,     
which we refer to in this proxy statement as Voting Common Stock, and           
Non-Voting Common Stock of Reinsurance Group of America, Incorporated           
("RGA" or the "Company") in connection with the solicitation of proxies         
for use in connection with the Special Meeting of the Shareholders to be        
held September 1, 1999, and all adjournments and postponements thereof,         
for the purpose set forth in the accompanying Notice of Special Meeting         
of the Shareholders.  The Company is first mailing this proxy statement         
and the enclosed form of proxy to Shareholders on or about July 23, 1999.       

Pursuant to the proposed recapitalization amendment to RGA's          
Restated Articles of Incorporation, each outstanding share of Non-Voting        
Common Stock will be converted into 0.97 of a share of Voting Common            
Stock and as a result RGA will issue approximately 7,194,000 new shares         
of Voting Common Stock. Following approval and consummation of the              
recapitalization amendment, approximately 45,126,000 shares of Voting           
Common Stock will be issued and outstanding.  Currently, GenAmerica             
Corporation ("GenAmerica") beneficially owns 63.6% of the Voting Common         
Stock.  Upon approval and consummation of the recapitalization                  
amendment, GenAmerica will beneficially own 53.5% of the Voting Common          
Stock.                                                                          

Whether or not you expect to be present in person at the meeting,     
you are requested to complete, sign, date, and return the enclosed form         
of proxy.  If you attend the meeting, you may vote by ballot. If you do         
not attend the meeting, your shares of Voting Common Stock or Non-Voting        
Common Stock can be voted only when represented by a properly executed          
proxy.                                                                          

Any person giving such a proxy has the right to revoke it at any      
time before it is voted by giving written notice of revocation to the           
Secretary of RGA, by duly executing and delivering a proxy bearing a            
later date, or by attending the Special Meeting and voting in person.           

The close of business on July 19, 1999 has been fixed as the          
record date for the determination of the Shareholders entitled to vote          
at the Special Meeting of the Shareholders.  As of the record date,             
approximately 37,931,000 shares of Voting Common Stock were outstanding         
and entitled to be voted at the Special Meeting.  As of the record date,        
approximately 7,417,000 shares of Non-Voting Common Stock were                  
outstanding and entitled to be voted at the Special Meeting, voting             
separately as a class.  Shareholders will be entitled to cast one vote          
on the recapitalization amendment for each share of Voting Common Stock         
and Non-Voting Common Stock held of record on the record date.                  

The solicitation of this proxy is made by the Board of Directors      
of RGA.  The solicitation will primarily be by mail and the expense             
thereof will be paid by RGA.  In addition, proxies may be solicited by          
telephone or telefax by directors, officers, or regular employees of            
RGA.                                                                            

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THE RECAPITALIZATION AMENDMENT    

PROPOSED RECAPITALIZATION AMENDMENT                                             

Pursuant to the proposed recapitalization amendment, Article Three    
of our Restated Articles of Incorporation would be amended to combine           
and reclassify the existing separate class of Non-Voting Common Stock           
with the Voting Common Stock.  Each outstanding share of Non-Voting             
Common Stock will be converted into 0.97 of a share of Non-Voting Common        
Stock.  The text of the recapitalization amendment is set forth as Annex I.     

OUR BOARD HAS APPROVED THE RECAPITALIZATION AMENDMENT AND HAS         
DETERMINED THAT THE RECAPITALIZATION AMENDMENT IS FAIR TO BOTH CLASSES          
OF RGA'S SHAREHOLDERS.  OUR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR         
THE RECAPITALIZATION AMENDMENT.                                                 

BACKGROUND                                                                      

Our Board of Directors has determined that it is in our best          
interests to have only one class of Voting Common Stock with full voting        
rights.  Accordingly, our Board of Directors desires to eliminate the           
Non-Voting class of stock and to convert all outstanding shares of Non-         
Voting Common Stock into shares of Voting Common Stock. Both the Voting         
Common Stock and Non-Voting Common Stock are currently listed on the New        
York Stock Exchange.                                                            

The Non-Voting Common Stock was originally authorized in 1998         
pursuant to an amendment to our Articles of Incorporation which was             
approved by our shareholders at the 1998 annual meeting.  A total of            
7,417,496 shares of Non-Voting Common Stock, as adjusted for the three-         
for-two stock split on February 26, 1999, were originally issued in June        
of 1998 in a public offering.  At that time, our Board of Directors             
believed that the issuance of shares of Non-Voting Common Stock would           
provide flexibility in meeting future capital needs of RGA, whether as a        
result of internally generated growth of RGA and its subsidiaries, or as        
a result of external growth through mergers and acquisitions.  The              
issuance of Non-Voting Common Stock for such purpose did not dilute the         
voting power of RGA's existing shareholders, including its principal            
beneficial shareholder, GenAmerica, and as a result, GenAmerica                 
maintained its voting control of RGA.                                           

Since the date of issuance, the Non-Voting Common Stock has traded    
at a discount ranging from approximately 3% to approximately 30%                
relative to the Voting Common Stock.  See "Comparative Stock Prices and         
Dividends."  Because of the existence and extent of the discount, our           
Board of Directors has determined that a conversion ratio of less than          
one-to-one is appropriate when converting outstanding Non-Voting Common         
Stock into Voting Common Stock.                                                 

Our management met with Donaldson, Lufkin & Jenrette, or DLJ, and     
Bryan Cave LLP from time to time over several months to discuss, among          
other things, possible capitalization alternatives.  These discussions          
led to the proposal of the recapitalization amendment at a meeting of           
our Board of Directors on June 30, 1999, at which all but one of the            
directors were present.  At that meeting, senior management and                 
representatives of DLJ discussed the background and reasons for the             
proposed recapitalization amendment.  Bryan Cave LLP, as legal counsel          
for RGA,  also attended the meeting and reviewed the duties of the              
directors in these circumstances.  In addition, Bryan Cave reviewed the         
terms of the recapitalization amendment.  A representative of DLJ then          
presented the firm's financial analysis of the proposed exchange ratio          
and orally informed the Board that DLJ was prepared, subject to approval        
of its fairness committee, to give the opinion that the exchange ratio          
was fair, from a financial point of view, to the holders of Voting              
Common Stock.  On July 1, 1999, the DLJ fairness committee authorized           
the delivery of the fairness opinion and DLJ informed RGA management            
that DLJ would issue the opinion.  On July 7, 1999, DLJ formally                
delivered the written opinion to RGA.  See  "--Opinion of Financial             
Advisor" on page 4.  Following discussion, the board, by unanimous vote         
of the directors present, approved the recapitalization amendment.              

Following the approval of the board of directors, the conversion      
was publicly announced by RGA on June 30, 1999.                                 

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REASONS FOR THE RECAPITALIZATION AMENDMENT; FACTORS CONSIDERED BY OUR           
BOARD                                                                           

Our Board of Directors has determined that although the voting        
power of RGA's existing shareholders, including GenAmerica, will be             
diluted, such voting power will not be materially adversely affected by         
the elimination of the class of Non-Voting Common Stock and conversion          
of the outstanding Non-Voting Common Stock to Voting Common Stock               
pursuant to the recapitalization amendment.                                     

Our Board of Directors believes that the creation of a single         
class of Voting Common Stock that trades on the New York Stock Exchange         
will create a more liquid trading market for RGA's Voting Common Stock.         
The conversion of the Non-Voting Common Stock would increase the number         
of shares of Voting Common Stock outstanding.  Our Board believes that          
having a single class of Voting Common Stock, consisting of a larger            
number of outstanding shares, should encourage both a greater number and        
broader range of investors in RGA.  As a result, brokerage firms may be         
more willing to evaluate RGA's securities as a possible investment              
opportunity for their clients.  Our Board also believes that the result         
may be an increased demand for RGA's common shares, as well as a more           
liquid trading market. Our Board cannot predict, however, what impact           
the recapitalization amendment would have on the market prices of the           
Voting Common Stock, and there can be no assurance that the market price        
would increase.                                                                 

Our Board further believes that a more liquid trading market may      
allow RGA better access to the capital markets in the event that RGA            
should decide to raise capital through an offering of its Voting Common         
Stock.  As a result, potential investors may be more interested in              
purchasing the Voting Common Stock, thereby increasing demand in any            
potential offering.  However, there can be no assurance that RGA will be        
able to access the capital markets at the time, and in the amounts,             
desired.                                                                        

In reaching its decision to approve the recapitalization              
amendment, its determination that the recapitalization amendment is fair        
to the holders of Voting Common Stock and Non-Voting Common Stock and           
its decision to recommend that the holders of Voting Common Stock and           
Non-Voting Common Stock vote for approval and adoption of the                   
recapitalization amendment, our Board consulted with its legal and              
financial advisors as well as RGA's management, and considered numerous         
factors, including, but not limited to:                                         

*    the business, operations, earnings, and prospects of RGA and     
the perceived need for RGA to simplify its capital          
structure,                                                  

*    the fact that the recapitalization amendment will provide        
the holders of Non-Voting Common Stock with an opportunity  
to receive an increase in the value of their investment over
the current market price,                                   

*    the income tax consequences of the recapitalization              
amendment under existing law,                               

*    the historical difference between the per share trading          
price of the Voting Common Stock and the Non-Voting Common  
Stock,                                                      

*    various information regarding typical trading price              
differentials of the voting and non-voting common stock of  
other companies with dual classes of common stock,          

*    the superior voting power of the Voting Common Stock             
compared to the Non-Voting Common Stock,                    

*    the benefits that may accrue to the holders of both classes      
of shares if the recapitalization amendment is adopted, and 

*    anticipated receipt of the opinion of DLJ that, based upon       
the matters described in such opinion and as of the date of 
such opinion, the exchange ratio is fair to holders of      
Voting Common Stock from a financial point of view.  See    
"--Opinion of Our Financial Advisor."                       

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In view of the circumstances and the wide variety of factors          
considered in connection with this evaluation of the recapitalization           
amendment, our Board did not find it practicable to assign relative             
weights to the factors considered in reaching its decision.  In                 
addition, because the exchange ratio of a share of Non-Voting Common            
Stock to a share of Voting Common Stock was larger than the historical          
market ratio of a share of Non-Voting Common Stock to a share of Voting         
Common Stock, our Board did not believe an opinion was necessary and did        
not request an opinion on the fairness of the recapitalization amendment        
to the holders of Non-Voting Common Stock from a financial point of             
view.                                                                           

Approval of the proposal requires the affirmative vote of a           
majority of the outstanding shares of Voting Common Stock and Non-Voting        
Common Stock, each voting separately as a class.  GenAmerica, the               
beneficial holder of a majority of the Voting Common Stock outstanding          
as of the record date, has indicated that it will vote in favor of the          
recapitalization amendment.  Therefore, if GenAmerica so votes,                 
approval of the recapitalization amendment by the holders of the Voting         
Common Stock is assured.  Approval of the proposal also requires the            
affirmative vote of a majority of the outstanding shares of Non-Voting          
Common Stock.                                                                   

OPINION OF OUR FINANCIAL ADVISOR                                                

RGA engaged DLJ to act as RGA's financial advisor in connection       
with the proposed recapitalization amendment and to evaluate the                
fairness from a financial point of view to holders of RGA's Voting              
Common Stock, of the implied exchange ratio set forth in the                    
recapitalization amendment.  On July 7, 1999 DLJ delivered to the RGA           
Board of Directors its written opinion that, as of such date, and based         
on and subject to the assumptions, limitations and qualifications as set        
forth in the opinion, the exchange ratio was fair to the holders of             
Voting Common Stock from a financial point of view.                             

The full text of the DLJ opinion is attached hereto as Annex II to    
this proxy statement.  The summary of the DLJ opinion set forth in this         
proxy statement is qualified in its entirety by reference to the full           
text of the DLJ opinion.  RGA stockholders are urged to read the DLJ            
opinion carefully and in its entirety for the procedures followed,              
assumptions made, other matters considered and limitations of the review        
by DLJ in connection with such opinion.                                         

The DLJ opinion was prepared for the RGA Board and was directed       
only to the fairness from a financial point of view to holders of Voting        
Common Stock, as of the date thereof, of the exchange ratio.  The DLJ           
opinion does not address the relative merits of the recapitalization            
amendment and the other business strategies being considered by the RGA         
Board nor does it express any opinion as to the RGA Board's decision to         
proceed with the recapitalization amendment.  DLJ expressed no opinion          
as to the price at which Common Stock of RGA will actually trade at any         
time.  The DLJ opinion does not constitute a recommendation to any RGA          
stockholder as to how such stockholder should vote on the                       
recapitalization amendment.                                                     

RGA selected DLJ as its financial advisor because it is an            
internationally recognized investment banking firm that has substantial         
experience in the insurance industry and is familiar with RGA and its           
business.  As part of its investment banking business, DLJ is regularly         
engaged in the valuation of businesses and securities in connection with        
mergers, acquisitions, underwritings, sales and distributions of listed         
and unlisted securities, private placements and valuations for corporate        
and other purposes.                                                             

In arriving at its opinion, DLJ reviewed the recapitalization         
amendment and reviewed financial and other information that was publicly        
available or furnished to DLJ by RGA, including information provided            
during discussions with RGA management.  In addition, DLJ compared              
certain financial and securities data of RGA with various other                 
companies that have dual classes of common stock and conducted such             
other analysis, including the pro forma financial impact of the                 
recapitalization amendment, as DLJ deemed appropriate for purposes of           
rendering its opinion.                                                          

In rendering its opinion, DLJ relied upon and assumed the accuracy    
and completeness of all of the financial and other information that was         
available to DLJ from public sources and that was provided to DLJ by            
RGA.  DLJ did not assume any responsibility for making any independent          
evaluation of any assets or liabilities or for making any independent           
verification of any of the information reviewed by DLJ.                         

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The following is a summary of the presentation made by DLJ to the     
RGA Board on June 30, 1999 in connection with the preparation of the DLJ        
opinion:                                                                        

Dual Class Stock Analysis.                                                      

DLJ examined the history of the trading prices of 62 companies        
with dual classes of common stock, which analysis yields the following:         

*    For a one year period, the average premium on stock with         
superior voting rights relative to the other class of       
stock ("high vote stock") was 1.8% with a high of 38.7%     
and a low of (26.6%);                                       

*    For a three year period, the average premium on high vote        
stock was 2.7%, with a high of 74% and a low of (18.1%); and

*    For a five year period, the average premium on high vote         
stock was 3.6% with a high of 34.3% and a low of (17.5%).   

Accretion/Dilution Analysis.                                                    

DLJ determined that with respect to any exchange ratio below 1.0      
(excluding transaction costs), the recapitalization amendment would be          
accretive to the holders of RGA's Voting Common Stock.                          

The summary set forth above describes, in summary form, the           
material elements of the presentation made by DLJ to the RGA Board on           
June 30, 1999.  The preparation of a fairness opinion involves various          
determinations as to the most appropriate and relevant methods of               
analysis and the application of these methods to the particular                 
circumstances and, therefore, such an opinion is not readily susceptible        
to summary description.                                                         

Pursuant to the terms of its engagement agreement with DLJ, RGA       
agreed to pay a fee of $500,000 upon delivery of the DLJ opinion and an         
additional fee of $50,000 for each update after the first update of a           
prior opinion delivered by DLJ.  In addition, RGA agreed to reimburse DLJ,      
upon request by DLJ from time to time, for all out-of-pocket expenses,          
including the reasonable fees and expenses of counsel, incurred by DLJ in       
connection with its engagement, and to indemnify DLJ and certain related        
persons against certain liabilities in connection with the engagement,          
including liabilities under U.S. federal securities laws.  DLJ and RGA          
management negotiated the terms of the fee arrangement, and the RGA board       
was aware of such arrangement.                                                  

In the ordinary course of business, DLJ and its affiliates may own    
or actively trade the securities of RGA for their own accounts and for          
the accounts of their customers and, accordingly, may at any time hold a        
long or short position in RGA securities.                                       

GenAmerica has retained DLJ in connection with a transaction          
unrelated to the recapitalization amendment for which it will receive           
customary fees.                                                                 

INTERESTS OF CERTAIN PERSONS IN THE RECAPITALIZATION AMENDMENT PROPOSAL;        
POSSIBLE CONFLICTS OF INTEREST                                                  

When considering the recapitalization amendment proposal, you         
should be aware that directors and executive officers of RGA may have           
interests that may be different from your interests as shareholders.            
Certain officers and directors of RGA are also officers and/or directors        
of GenAmerica, our principal shareholder, or its affiliates.                    
GenAmerica, beneficially owns 63.6% of the Voting Common Stock.                 
Additionally, our directors and executive officers beneficially own             
830,420 shares of Voting Common Stock and 28,411 shares of Non-Voting           
Common Stock.  See "Common Stock Ownership of Management and Certain            
Beneficial Owners."  Although the Company does not believe that there is        
any conflict of interest, such officers and directors, as well as               
GenAmerica, may be deemed to have an interest in the proposal that              
differs from those of other shareholders.  Because our directors and            
executive officers own a relatively smaller percentage of the Non-Voting        
Common Stock, they may be                                                       

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deemed to have a conflict of interest regarding the holders of Non-             
Voting Common Stock.  For more information regarding the relationships          
between RGA and GenAmerica and its affiliates, see "Certain                     
Relationships and Related Transactions."                                        

EFFECTS ON RELATIVE OWNERSHIP AND VOTING POWER; PREMIUM PAYMENT TO              
NON-VOTING COMMON STOCK-HOLDERS.                                                

Holders of the Voting Common Stock are currently the only             
shareholders entitled to vote at a meeting of RGA's shareholders,               
unless otherwise provided by law.  See "Description of Capital Stock            
--Non-Voting Common Stock--Voting Matters" beginning on page 16 for a           
description of the voting rights of holders of Non-Voting Common Stock.         
GenAmerica holds a controlling interest in the Voting Common Stock.             
Therefore, GenAmerica currently has voting control over most matters as         
to which the shareholders may vote.  The recapitalization amendment will        
dilute the voting control of RGA currently held by the holders of Voting        
Common Stock, including GenAmerica.  In addition, former holders of Non-        
Voting Common Stock will no longer have class voting rights in those            
situations where such rights currently are required by law or our               
Restated Articles of Incorporation.                                             

Currently, the Voting Common Stock and the Non-Voting Common Stock    
receive the same per share cash dividends.  As of the record date, the          
Voting Common Stock represented 83.6% of the outstanding common equity of       
RGA, while the Non-Voting Common Stock represented 16.4%.  As a result of       
the recapitalization amendment, the holders of the Non-Voting Common            
Stock will experience a 3.0% reduction in their interest in the aggregate       
of future dividends that may be paid and a 2.5% reduction in their              
equity ownership of RGA.  As a result of the recapitalization amendment,        
the holders of the Voting Common Stock will experience a 0.5% increase          
in their equity ownership of RGA.                                               

TAX CONSEQUENCES TO HOLDERS OF VOTING COMMON STOCK AND NON-VOTING COMMON        
STOCK                                                                           

The following discussion is intended only as a brief summary of       
the federal income tax consequences of the recapitalization amendment,          
as based on the Internal Revenue Code of 1986, as amended, currently in         
effect (the "Code").  This summary is not meant to be exhaustive and            
does not describe state, local, foreign or other tax consequences.  You         
should consult your own tax advisor with respect to the tax consequences        
of the proposed recapitalization amendment, including tax reporting             
requirements and tax consequences under state, local or foreign law.            

Nonrecognition of Gain or Loss                                                  

The reclassification of shares of Non-Voting Common Stock into        
shares of Voting Common Stock pursuant to the recapitalization amendment        
will be treated as a tax-free recapitalization under Section                    
368(a)(1)(E) of the Code, and therefore, (i) will not result in the             
recognition of any gain or loss by the holders of Non-Voting Common             
Stock except to the extent cash is received for fractional shares (as           
discussed below), (ii) the basis of the Voting Common Stock will be the         
same as the shareholder's basis in the Non-Voting Common Stock                  
surrendered in exchange therefore, and (iii) the holding period of the          
Voting Common Stock received by an exchanging shareholder will include          
such shareholder's holding period for the Non-Voting Common Stock               
surrendered in exchange therefore, provided that each share of the Non-         
Voting Common Stock held on the date of the exchange is a capital asset         
as defined in section 1221 of the Code.                                         

Payment for Fractional Shares                                                   

A holder of Non-Voting Common Stock who receives cash in lieu of      
fractional shares of Voting Common Stock will be treated as if the              
fractional shares were distributed to the shareholder and then redeemed         
by the Company for cash.  Any gain or loss recognized as a result of the        
receipt of such cash will be measured by the difference between the             
amount received and the portion of such shareholder's tax basis                 
allocable to fractional share interests.  Such gain or loss will be             
treated as capital gain or loss if the Non-Voting Common Stock was held         
as a capital asset.                                                             

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Deemed Dividend Distribution to Shareholders                                    

Pursuant to section 305(c) of the Code and the regulations            
promulgated thereunder, a recapitalization which has the effect of              
causing a change in the conversion ratio, a change in redemption price,         
a difference between redemption price and issue price, a redemption             
treated as a dividend or any other transaction having a similar effect          
with respect to a class of stock may, under limited circumstances, be           
deemed to be a taxable distribution of stock with respect to the holders        
of any other class of stock whose proportionate interest in the assets          
or earnings and profits of the corporation is increased as a result.  If        
pursuant to a plan to periodically increase a shareholder's                     
proportionate interest in the assets or earnings and profits of the             
corporation, an exchange occurs whereby certain shareholders increase           
their proportionate interest in the assets or earnings and profits of           
the corporation, then the shareholders whose proportionate interest is          
increased would be deemed to have received a taxable distribution of            
stock.                                                                          

By exchanging shares of Non-Voting Common Stock with the same         
liquidation preferences and rights to dividends as Voting Common Stock          
for less than an equal number of shares of Voting Common Stock, an              
increase in the proportionate interests in the assets or earnings and           
profits of the Company occurs for the holders of Voting Common Stock.           
However the recapitalization amendment should not result in any deemed          
taxable distribution of stock to the current holders of Voting Common           
Stock because the exchange and reclassification under the                       
recapitalization amendment should be treated as an isolated                     
recapitalization and not as part of a plan periodically to increase the         
proportionate interest of holders of Voting Common Stock in the                 
Company's assets or earnings and profits.  However, if the                      
recapitalization is deemed not to be an isolated recapitalization with          
respect to the Voting Common Stock then the recapitalization may result         
in a taxable dividend to the holders of the Voting Common Stock.                

NO APPRAISAL RIGHTS                                                             

Shareholders of Voting Common Stock and Non-Voting Common Stock       
will not be entitled to appraisal rights in connection with the                 
recapitalization amendment.                                                     

COMPARISON OF VOTING COMMON STOCK AND NON-VOTING COMMON STOCK                   

The Voting Common Stock has full voting rights.  The Non-Voting       
Common Stock has dividend and distribution rights and rights on                 
dissolution generally identical to the Voting Common Stock but it has no        
voting rights, except as otherwise required by law and our Restated             
Articles of Incorporation.  See "Description of Capital Stock--Non-Voting       
Common Stock" and "--Voting Common Stock" beginning on page 20 for a            
description of the rights of holders our capital stock.                         

ACCOUNTING TREATMENT                                                            

As a result of the recapitalization amendment, the stated capital     
for the Non-Voting Common Stock will be transferred to the stated               
capital for the Voting Common Stock.  The aggregate stated capital of           
RGA will not be affected by the recapitalization amendment.                     

RECOMMENDATION OF OUR BOARD                                                     

OUR BOARD HAS APPROVED THE RECAPITALIZATION AMENDMENT AND HAS         
DETERMINED THAT THE RECAPITALIZATION AMENDMENT IS FAIR TO BOTH CLASSES          
OF RGA'S SHAREHOLDERS.  OUR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR         
THE RECAPITALIZATION AMENDMENT.                                                 

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CONVERSION OF SHARES                                                            

Effectiveness of Recapitalization Amendment; Effect on Stock Options            

If the recapitalization amendment is approved by the shareholders     
of RGA, we intend to prepare and file Articles of Amendment to the              
Restated Articles of Incorporation of RGA in accordance with the                
recapitalization amendment.  The amendment will become effective                
immediately upon acceptance of the filing by the Secretary of State of          
Missouri.  Upon effectiveness, no further action by RGA or its                  
shareholders is required; each issued and outstanding share of Non-             
Voting Common Stock will automatically be converted into 0.97 of a share        
of Voting Common Stock.                                                         

There are currently outstanding options to purchase 346,343 shares of 
Non-Voting Common Stock.  RGA's executive officers, including Mr. Woodring      
who is also a director, hold 123,750 of these options, which were granted in    
January 1999 at an exercise price of $36.00 per share. RGA's outside directors  
hold 13,500 options, which were granted in May 1999, at an exercise price of    
$29.94.  The exercise price is equal to the fair market value of the Non-Voting 
Common Stock as of the date the options were granted.  The Company currently    
expects that all outstanding options to purchase shares of Non-Voting Common    
Stock will be converted on a one-for-one basis into options to purchase shares  
of Voting Common Stock.                                                         

No Fractional Shares To be Issued                                               

No fractional shares will be issued in connection with the            
recapitalization amendment.  Rather, holders of Non-Voting Common Stock         
who would otherwise be entitled to receive a fraction of a share of             
Voting Common Stock (after taking into account all certificates held by         
such shareholder) will receive in lieu thereof cash (without interest)          
in an amount equal to such fractional part of a share of Voting Common          
Stock multiplied by the closing sales price of Voting Common Stock on           
the date the recapitalization amendment is filed with the Missouri              
Secretary of State.  No holder of Non-Voting Common Stock will be               
entitled to dividends, voting rights or any other rights as a                   
shareholder in respect of any fractional share.                                 

Issuance of New Stock Certificates                                              

Promptly after the effective time of the recapitalization             
amendment, ChaseMellon Shareholder Services, L.L.C., as RGA's transfer          
agent ("ChaseMellon"), will mail to each record holder of Non-Voting            
Common Stock instructions and transmittal materials for effecting the           
surrender of stock certificates representing shares of the Non-Voting           
Common Stock in exchange for replacement certificates representing the          
number of whole shares of Voting Common Stock into which such shares of         
the Non-Voting Common Stock have been converted.                                

SHAREHOLDERS ARE REQUESTED NOT TO SEND ANY STOCK CERTIFICATES WITH    
THE ENCLOSED PROXY, AND NOT TO SURRENDER STOCK CERTIFICATES FOR                 
EXCHANGE, UNTIL THEY RECEIVE SUCH TRANSMITTAL MATERIALS FROM THE                
TRANSFER AGENT.                                                                 

After receipt of the transmittal materials from ChaseMellon, the      
transfer agent, shareholders may complete and return such materials to          
ChaseMellon, along with the certificate or certificates representing            
their shares of the Non-Voting Common Stock.  Upon delivery of such             
materials and certificates to ChaseMellon, by a shareholder, the                
shareholder will be entitled to receive a new stock certificate                 
representing the number of whole shares of Voting Common Stock into             
which such shares of the Non-Voting Common Stock have been converted (as        
represented by the certificate or certificates surrendered to                   
ChaseMellon), and, where applicable, a check for the amount (without            
interest) representing the value of any fractional shares.  Until               
surrendered, each stock certificate will represent for all purposes the         
number of whole shares of Voting Common Stock into which the shares             
represented by such certificate were converted, as determined by                
ChaseMellon's records.  Such shareholders will be entitled to vote at           
any shareholder meetings (to the extent permitted by law) and to receive        
any dividends or other distributions on the Voting Common Stock.                

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Change in Registration of Stock Certificates                                    

If you would like any new certificates representing shares of         
Voting Common Stock to be issued in a name or number of shares other            
than that in which or in respect of which the surrendered certificate           
for Non-Voting Common Stock is registered, you must deliver to                  
ChaseMellon, all documents necessary to evidence and effect such                
transfer (with signature guarantees) and pay to ChaseMellon, any                
transfer or other taxes required by reason thereof or establish to its          
satisfaction that such taxes have been paid or are not applicable.              

Lost or Stolen Stock Certificates                                               

If your certificate representing shares of Non-Voting Common Stock    
has been lost, stolen or destroyed, you must provide to ChaseMellon an          
affidavit of that fact.  Additionally we may require you to furnish a           
bond to indemnify us against any claim that may be made with respect to         
the certificate that is alleged to have been lost, stolen or destroyed.         
After satisfying these steps, ChaseMellon will issue a new certificate          
representing the number and class of shares into which the shares               
represented by such certificate were converted pursuant to the                  
recapitalization amendment.                                                     

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COMMON STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS        

The following table sets forth, as of May 31, 1999, certain stock     
ownership information with respect to: (1) each person known to RGA to          
be the beneficial owner of 5% or more of RGA's outstanding Voting Common        
Stock or Non-Voting Common Stock, and (2) certain information with              
respect to the ownership of Voting Common Stock and Non-Voting Common           
Stock by (i) each director of RGA, (ii) each executive officer of RGA           
named in the Summary Compensation Table of RGA's Proxy Statement for its        
1999 Annual Meeting, and (iii) all directors and executive officers as a        
group.                                                                          

                                                        [Enlarge/Download Table]

                                                                            AMOUNT AND NATURE           
                                                              CLASS OF             OF            PERCENT
            BENEFICIAL OWNER                                COMMON STOCK  BENEFICIAL OWNERSHIP  OF CLASS
            ----------------                                ------------  --------------------  --------
                                                                                                        
PRINCIPAL SHAREHOLDERS:                                                                                 

GenAmerica Corporation                                            Voting      24,131,250<F1>       63.6%
700 Market Street                                             Non-Voting                   -           -
St. Louis, Missouri 63101                                                                               

American Century Investment Management, Inc.                      Voting         386,250<F2>        1.0%
4500 Main Street                                              Non-Voting         523,500<F2>        7.1%
Twentieth Century Tower                                                                                 
Kansas City, Missouri 64111                                                                             

Franklin Resources, Inc.                                          Voting       1,236,642<F2>        3.3%
777 Mariners Island Boulevard                                 Non-Voting         382,000<F2>        5.2%
San Mateo, California 94404                                                                             

Warburg Pincus Asset Management                                   Voting          22,500<F2>       0.06%
400 Bellevue Parkway                                          Non-Voting       1,466,000<F2>       19.8%
Wilmington, Delaware 19809                                                                              

Taube Hodson Stonex Partners Limited                              Voting         219,300<F2>        0.6%
27 St. James Place                                            Non-Voting         832,800<F2>       11.2%
London SW1A 1NR                                                                                         
England                                                                                                 

DIRECTORS AND NAMED EXECUTIVE OFFICER:                                                                  

A. Greig Woodring, Director, President, and Chief                 Voting          83,080<F3>        <F*>
   Executive Officer                                          Non-Voting                   -            

J. Cliff Eason, Director                                          Voting           6,750<F4>        <F*>
                                                              Non-Voting                   -            

Bernard A. Edison, Director                                       Voting          15,750<F4>        <F*>
                                                              Non-Voting          12,000<F5>        <F*>

Stuart Greenbaum, Director                                        Voting           4,948<F4>        <F*>
                                                              Non-Voting                   -            

Richard A. Liddy, Chairman                                        Voting          96,750<F6>        <F*>
                                                              Non-Voting           5,500<F6>        <F*>

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                                                                            AMOUNT AND NATURE           
                                                              CLASS OF             OF            PERCENT
            BENEFICIAL OWNER                                COMMON STOCK  BENEFICIAL OWNERSHIP  OF CLASS
            ----------------                                ------------  --------------------  --------
                                                                                                        

William A. Peck, Director                                         Voting           5,175<F4>        <F*>
                                                              Non-Voting                   -            

Leonard M. Rubenstein, Director                                   Voting          19,275<F7>        <F*>
                                                              Non-Voting                   -            

William P. Stiritz, Director                                      Voting         362,375<F8>        <F*>
                                                              Non-Voting                   -            

H. Edwin Trusheim, Director                                       Voting          11,250<F4>        <F*>
                                                              Non-Voting                   -            

David B. Atkinson, Executive Vice President                       Voting          50,199<F9>        <F*>
   and Chief Operating Officer                                Non-Voting          6,750<F10>        <F*>

Jack B. Lay, Executive Vice President and Chief                   Voting         24,640<F11>        <F*>
   Financial Officer                                          Non-Voting          6,750<F10>        <F*>

Andre St-Amour, President, RGA Life Reinsurance                   Voting         28,173<F12>        <F*>
   Company of Canada                                          Non-Voting                   -            

Graham Watson, Executive Vice President                           Voting         16,348<F13>        <F*>
   and Chief Marketing Officer                                Non-Voting                   -            

All directors and executive officers                              Voting        830,420<F14>        2.2%
   as a group (22 persons)                                    Non-Voting         28,411<F15>        0.4%

<FN>                                                                                                    
---------------------                                                                                   

    <F*>  Less than one percent.                                                                        

    <F1>  Shares beneficially owned by General American Mutual Holding                                  
          Company ("GAMHC") are held by Equity Intermediary Company, a                                  
          wholly-owned subsidiary of General American Life Insurance                                    
          Company ("General American").  General American is a wholly-                                  
          owned subsidiary of GenAmerica Corporation, which is a                                        
          wholly-owned subsidiary of GAMHC.  Mr. Liddy is also a                                        
          director and executive officer of GAMHC, GenAmerica                                           
          Corporation and General American, and Mr. Woodring is an                                      
          executive officer of General America.  Messrs. Edison and                                     
          Stiritz are directors of GAMHC, GenAmerica Corporation and                                    
          General American.  These individuals disclaim beneficial                                      
          ownership of the shares beneficially owned by GAMHC.                                          

    <F2>  Based upon information provided to the Company by the named                                   
          beneficial owner at the Company's request.                                                    

    <F3>  Includes 40,463 shares of Voting Common Stock subject to                                      
          stock options that are exercisable within 60 days.  Also                                      
          includes 15,000 shares of restricted Voting Common Stock,                                     
          that are subject to forfeiture in accordance with the terms                                   
          of the specific grant, as to which Mr. Woodring has no                                        
          investment power.                                                                             

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    <F4>  Includes 4,500 shares of Voting Common Stock subject to                                       
          stock options that are exercisable within 60 days.                                            

    <F5>  Includes 3,000 shares of Non-Voting Common Stock held by a                                    
          general partnership in which Mr. Edison holds an ownership                                    
          interest and for which he has sole voting and investment                                      
          power.  Mr. Edison disclaims beneficial ownership except to                                   
          the extent of his pecuniary interest therein.  Included also                                  
          are 6,000 shares of Non-Voting Common Stock held by his wife                                  
          and for which Mr. Edison has no voting or investment power                                    
          and 3,000 shares held in a trust of which Mr. Edison is co-                                   
          trustee.  Mr. Edison disclaims beneficial ownership of such                                   
          shares.                                                                                       

    <F6>  Includes 74,250 shares of Voting Common Stock subject to                                      
          stock options that are exercisable within 60 days. Also                                       
          includes 5,550 shares of Non-Voting Common Stock and 22,500                                   
          shares of Voting Common Stock held in a joint account with                                    
          Mr. Liddy's wife, an account over which he has shared voting                                  
          and investment power.                                                                         

    <F7>  Represents shares of Voting Common Stock subject to stock                                     
          options that are exercisable within 60 days.                                                  

    <F8>  Includes 4,500 shares of Voting Common Stock subject to                                       
          stock options that are exercisable within 60 days. Mr.                                        
          Stiritz disclaims beneficial ownership of a total of 91,675                                   
          shares of Voting Common Stock held by his wife and son.                                       

    <F9>  Includes 22,254 shares of Voting Common Stock subject to                                      
          stock options that are exercisable within 60 days and 2,250                                   
          shares held by Mr. Atkinson's children.                                                       

    <F10> Shares of restricted Non-Voting Common Stock that are                                         
          subject to forfeiture in accordance with the terms of the                                     
          specific grant, as to which the holder has no investment                                      
          power.                                                                                        

    <F11> Includes 22,840 shares of Voting Common Stock subject to                                      
          stock options that are exercisable within 60 days and 1,800                                   
          shares jointly owned with Mr. Lay's wife.                                                     

    <F12> Includes 22,924 shares of Voting Common Stock subject to                                      
          stock options that are exercisable within 60 days.                                            

    <F13> Includes 10,161 shares of Voting Common Stock subject to                                      
          stock options that are exercisable within 60 days and 6,187                                   
          shares owned by Intercedent Limited, a Canadian corporation                                   
          of which Mr. Watson has a majority ownership interest.                                        

    <F14> Includes a total of 310,375 shares of Voting Common Stock                                     
          subject to stock options that are exercisable within 60                                       
          days; 15,000 shares of restricted Voting Common Stock that                                    
          are subject to forfeiture in accordance with the terms of                                     
          the specific grant, as to which the individual has no                                         
          investment power; and shares for which ownership has been                                     
          disclaimed as described above.                                                                

    <F15> Includes 13,500 shares of restricted Non-Voting Common                                        
          Stock, subject to forfeiture in accordance with the terms of                                  
          the specific grant, as to which the individuals have no                                       
          investment power.                                                                             

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS        

The Company was incorporated in December 1992, at which time it       
was owned 100% by General American Life Insurance Company ("General             
American"). In May 1993, RGA completed an initial public offering of its        
Voting Common Stock (the "IPO"). General American retains beneficial            
ownership of approximately 63.6% of RGA's Voting Common Stock, and              
approximately 53% of all outstanding stock.                                     

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RGA was organized as a Missouri corporation in 1992 to serve as a     
holding company for reinsurance operations formerly conducted by General        
American through its reinsurance division.  RGA Re, a wholly owned              
subsidiary of RGA, and its predecessor, the reinsurance division of             
General American, have been engaged in the business of life reinsurance         
since 1973. Initially, all reinsurance agreements were with General             
American, which retroceded to RGA Re in 1993 all of its U.S. life               
reinsurance pursuant to a written agreement (the "General American              
Retrocession Agreement"). Since the IPO, substantially all reinsurance          
agreements between General American and the underlying ceding companies         
have been transferred to RGA Re. Additionally, RGA Re has established           
its own client base and assumes reinsurance directly.                           

The Company beneficially owns 100% of RGA Life Reinsurance Company    
of Canada ("RGA Canada"). RGA Canada directly reinsures or administers          
all of RGA's Canadian reinsurance business. Amounts in excess of RGA            
Canada's retention limit are retroceded to General American pursuant to         
a retrocession agreement and then retroceded by General American to RGA         
Re.                                                                             

General American and RGA Re entered into a marketing agreement        
effective January 1, 1993 whereby General American agreed to amend and          
terminate its assumed and retrocession reinsurance agreements only at           
RGA Re's direction, thus giving RGA Re the contractual right to direct          
future changes to existing reinsurance agreements. Under the terms of           
the marketing agreement, General American further agreed to enter into          
additional reinsurance agreements as a reinsurer only at RGA Re's               
direction. In consideration of its services under the marketing                 
agreement and in recognition of its continuing liability under the              
reinsurance agreements retroceded to RGA Re pursuant to the General             
American Retrocession Agreement, General American charges RGA Re an             
annual amount, payable in quarterly installments, equal to 0.25% of             
specified policy-related liabilities that are associated with existing          
and future treaties written by General American for the benefit of RGA          
Re. The specified policy-related liabilities on which the marketing fee         
is based consist of gross reserves for reinsurance assumed by General           
American plus gross policy and contract claim liabilities related               
thereto, less (i) reserve credits taken for reinsurance retroceded, (ii)        
the reinsurance-retroceded component of policy and contract claims, and         
(iii) total policy loans outstanding for reinsurance assumed by General         
American, as such items are reflected on the statutory financial                
statements. The marketing agreement expires on January 1, 2000. RGA Re          
may, at its sole option, terminate the marketing agreement at any time.         
The Company paid General American approximately $95,000 for its services        
under the marketing agreement in 1998.                                          

General American entered into a tax allocation agreement with RGA     
Re in October 1992, a tax allocation agreement with RGA in January 1993,        
and a tax sharing agreement with RGA and RGA Re in January 1993. The tax        
allocation agreements, among other things, generally provide that the           
tax liability of the General American federal consolidated tax return           
group, during the period that RGA or RGA Re were members of that group,         
will be allocated among the members of the group in proportion to their         
separately calculated tax liability. The agreements also provide that           
any savings resulting from the tax benefits of a particular member will         
be paid to that member, rather than accruing to the benefit of the other        
members. The tax sharing agreement, among other things, requires that           
certain payments be made between RGA or RGA Re and General American in          
the event there is a change in pre-IPO tax liabilities of RGA or RGA Re         
and provides that General American may settle any number of individual          
proposed adjustments in an amount less than or equal to $50,000 without         
the consent of the other party. In addition, under the tax sharing              
agreement, General American indemnifies RGA and RGA Re against any tax          
liabilities of the General American federal consolidated tax return             
group that are not attributable to either RGA or RGA Re; and RGA Re and         
RGA will indemnify General American against any tax liabilities of RGA          
or RGA Re.                                                                      

Under two administrative services agreements entered into as of       
January 1, 1993, General American has agreed to provide RGA and RGA Re,         
at their request, certain management and administrative services, such          
as legal, treasury, employee benefit, payroll and personnel services.           
RGA and RGA Re pay General American a monthly fee based on General              
American's actual cost, computed in accordance with General American's          
current cost accounting system. Each agreement is terminable by either          
party on 90 days' written notice. General American has agreed to provide        
similar services to RGA Canada pursuant to a management agreement               
effective January 1, 1993. The cost of services provided by General             
American under these agreements in 1998 was approximately $2,717,000.           

Under separate investment advisory agreements, Conning Asset          
Management Company ("Conning"), a majority-owned subsidiary of General          
American, manages certain investment portfolios of RGA, RGA Re, RGA             

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Canada, RGA Australian Holdings, PTY, Limited and RGA Reinsurance               
Company (Barbados) Ltd. and services commercial mortgages on behalf of          
RGA Re. The Company made payments to Conning of approximately $2,873,000        
for investment advisory services in 1998.  As part of its investment            
advisory services, Conning also originates commercial mortgages on              
behalf of RGA Re.  Conning generally receives a fee associated with the         
origination of such loans in the amount of 1% of the loan balance, which        
is paid by the borrower. Separate from the investment advisory                  
agreements, Conning also manages a series of private investment funds in        
which RGA has invested from time to time.  Conning receives a management        
fee and a specified percentage of the funds' net gains, which are paid          
by the funds.  RGA's investments in such funds totaled approximately            
$2,954,000 as of December 31, 1998.                                             

The Company conducts its business primarily from premises leased      
by RGA Re from General American. RGA Re made rental payments to General         
American principally for office space and equipment of approximately            
$1,628,000 in 1998.                                                             

The Company has direct policies and reinsurance agreements with       
General American and certain of its subsidiaries. These agreements are          
terminable by either party on 90 days' written notice with respect to           
new business only. The Company reflected earned gross premiums pursuant         
to these agreements of approximately ($1,690,000) in 1998.  The earned          
premiums reflect the net of business assumed from and ceded to General          
American and its subsidiaries. The stable value products reinsured by           
RGA are also General American products.  Deposits from stable value             
products totaled approximately $700,900,000 in 1998.  In addition, RGA          
entered into annuity reinsurance transactions during 1998 with Cova             
Financial Services Life Insurance Company, a subsidiary of General              
American.  Deposits related to this business were approximately                 
$112,700,000 as of December 31, 1998.                                           

Pursuant to a marketing agreement, RGA utilized the services of       
Insource Limited and its predecessor ("Insource") to conduct certain            
marketing-related services in particular geographic regions until               
December 1, 1996. Graham Watson, an executive officer of RGA and an             
officer and director of certain of RGA's subsidiaries, is non-executive         
Chairman of and has an approximate 75% equity interest in Intercedent           
Limited which owns approximately 50% of the Non-Voting special shares of        
Insource. Intercedent Limited is entitled to receive up to 50% of               
Insource's revenues relating to business generated on behalf of RGA. The        
Company paid Insource approximately $422,100 during 1998 pursuant to            
this agreement. The agreement was terminated with respect to new                
business effective December 31, 1996, although RGA continues to pay for         
certain business generated prior to such date. In addition, prior to            
April 1, 1996, RGA paid Intercedent Limited a production bonus based on         
premiums generated through its Canadian subsidiaries. Since April 1,            
1996, this bonus is paid directly to Mr. Watson.                                

General American, RGA and RGA Re were parties to a shareholders'      
agreement with the minority shareholders of Fairfield Management Group,         
Inc. ("Fairfield"), formerly a subsidiary of RGA Re.  The shareholders'         
agreement provided, among other things, that the minority shareholders          
(who collectively owned 4,900 shares of Fairfield) had the right, at any        
time after December 31, 1997, to put all of their shares in Fairfield to        
RGA at the greater of $504.40 per share or the then current adjusted            
book value per share of Fairfield (the "Modified Book Value Price"), or         
to convert all of their shares into Voting Common Stock of RGA at a             
conversion ratio based on the aforementioned price and the then-current         
value of RGA Voting Common Stock, provided that such conversion would           
not reduce General American's ownership interest in RGA below 51%.  The         
minority shareholders exercised their put options effective January 1,          
1998, for which RGA paid a total of $4,356,873.                                 

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COMPARATIVE STOCK PRICES AND DIVIDENDS        

RGA Voting Common Stock and Non-Voting Common Stock are both          
listed for trading on the New York Stock Exchange under the trading             
symbols "RGA" and "RGA.A," respectively.  The following table sets              
forth, for the periods indicated the high and low sales prices and              
dividends per share of Voting Common Stock and Non-Voting Common Stock.         
Dividends are paid in equal amounts per share of Voting Common Stock and        
Non-Voting Common Stock.  The Non-Voting Common Stock was originally            
issued in June of 1998.  For current price information, you are urged to        
consult publicly available sources.                                             

                                                        [Enlarge/Download Table]

                                                                NON-VOTING     DIVIDENDS
                                      VOTING COMMON STOCK      COMMON STOCK    ---------
                                      -------------------      ------------    (ADJUSTED
                                                                               ---------
                                                                               FOR STOCK
                                                                               ---------
                                                                                 SPLIT) 
                                                                                 ------ 
                                       HIGH         LOW     HIGH         LOW            
                                       ----         ---     ----         ---            
                                                                                        
1998:                                                                                   
      First Quarter                   $34.29      $25.08   $  -        $  -      $.04   
      Second Quarter                   39.42       31.08    34.33       31.42     .04   
      Third Quarter                    42.08       33.00    37.75       30.58     .05   
      Fourth Quarter                   47.08       33.04    40.92       28.71     .05   

1999:                                                                                   
      First Quarter                    49.17       38.92    41.75       31.94     .05   
      Second Quarter (through June 29) 44.25       34.25    34.88       28.50     .05   
      Second Quarter (after June 29)   36.00       34.75    33.88       29.69     -     
      Third Quarter (through July 19)  40.75       35.31    39.25       33.25     -     

The following table sets forth:                                       

*    the high and low sales price per share of Voting Common          
Stock on the New York Stock Exchange;                       

*    the high and low sales price per share of Non-Voting Common      
Stock on the New York Stock Exchange; and                   

*    the market value of one share of Non-Voting Common Stock on      
an equivalent per share basis.                              

in each case as of June 29, 1999, which was the last full trading day           
before the public announcement of the proposed recapitalization                 
amendment, and as of July 19, 1999, which was the last full trading             
day for which such information was calculated before the date                   
of this document. The equivalent price per share data for Non-Voting            
Common Stock has been determined by multiplying the last reported sale          
price of one share of Voting Common Stock on each of these dates by             
the exchange ratio of 0.97.                                                     

                                                                [Download Table]

                                                        EQUIVALENT PRICE PER
                                         NON-VOTING      SHARE OF NON-VOTING
      DATE      VOTING COMMON STOCK     COMMON STOCK        COMMON STOCK    
      ----      -------------------     ------------        ------------    
                High           Low    High        Low     High        Low   
                ----           ---    ----        ---     ----        ---   
                                                                            
June 29, 1999  $36.31        $35.25  $29.63     $29.44   $35.22     $34.19  
July 19, 1999   39.75         38.50   38.44      37.44    38.56      37.35  


Currently there are no shares of RGA preferred stock issued and                 
outstanding.  Accordingly, its sale price and market value information          
has not been included in this document.                                         

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DESCRIPTION OF CAPITAL STOCK                    

  The following is a summary of our capital stock and highlights
some of the provisions of our Restated Articles of Incorporation, as            
amended.  Since the terms of our Restated Articles of Incorporation may         
differ from the general information we are providing, you should only           
rely on the actual provisions of the Restated Articles of Incorporation.        
If you would like to read the Restated Articles of Incorporation, they          
are on file with the SEC or you may request a copy from us.                     

GENERAL                                                                         

Our authorized capital stock consists of 75,000,000 shares of         
Voting Common Stock, par value $0.01 per share; 20,000,000 shares of            
Non-Voting Common Stock, par value $0.01 per share, and 10,000,000              
shares of preferred stock, par value $0.01 per share.  As of July 19,           
1999, there were 37,935,044 shares of Voting Common Stock and 7,417,496         
shares of Non-Voting Common Stock outstanding.  In addition, options to         
purchase 1,365,428 shares of Voting Common Stock and 351,593 shares of          
Non-Voting Common Stock are issued and outstanding.  We describe each of        
these classes of stock in more detail below.                                    

NON-VOTING COMMON STOCK                                                         

If the recapitalization amendment is approved and the                 
recapitalization is consummated, the provisions of our Restated Articles        
of Incorporation described below with respect to the Non-Voting Common          
Stock will be deleted from Article III of our Restated Article of               
Incorporation (See Annex I).                                                    

Voting Matters                                                                  

Holders of Non-Voting Common Stock are not entitled to vote except    
as otherwise required by law.  Consequently, holders of Non-Voting              
Common Stock are not entitled to elect directors or vote on other               
matters customarily decided by shareholders, such as mergers,                   
consolidations or the sale of all or substantially all of RGA's assets.         
The Non-Voting Common Stock is, however, convertible into Voting Common         
Stock under certain circumstances described under "--Conversion of Non-         
Voting Common Stock" on page 17.  Under current Missouri law, holders           
of Non-Voting Common Stock are entitled to vote as a class upon a               
proposed amendment to our Restated Articles of Incorporation if the             
amendment would:                                                                

*    increase or decrease the aggregate number of authorized          
shares of the Non-Voting Common Stock,                      

*    increase or decrease the par value of the Non-Voting Common      
Stock,                                                      

*    create a new class of shares having rights and preferences       
prior or superior to the Non-Voting Common Stock,           

*    increase the rights and preferences or the number of             
authorized shares of any class having rights and preferences
prior or superior to the Non-Voting Common Stock, or        

*    alter or change the powers, preferences, or special rights       
of the Non-Voting Common Stock so as to affect the Non-     
Voting Common Stock adversely.                              

A merger or consolidation involving RGA, in and of itself, is not     
deemed to involve a proposed amendment to the Restated Articles of              
Incorporation for these purposes.                                               

On matters brought before the shareholders of RGA on which the        
Non-Voting Common Stock is entitled to vote, holders of Non-Voting              
Common Stock are entitled to one vote for each share of Non-Voting              
Common Stock.                                                                   

Dividends And Other Distributions                                               

The Non-Voting Common Stock is equal to the Voting Common Stock       
with respect to dividends and other distributions in cash, property, or         
shares of stock of RGA (including distributions in connection with any          
recapitalization), except as described below. We have the sole                  
discretion to declare any payment of cash dividends and will not                
guarantee that dividends will be declared and paid on a regular basis.          
If we decide to pay dividends (or                                               

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other distributions) payable in shares of RGA, we will make payments to         
all holders of Voting Common Stock and Non-Voting Common Stock and only:        

*    in shares of Non-Voting Common Stock to the holders of both      
classes of stock,                                           

*    in shares of Voting Common Stock to the holders of Voting        
Common Stock and in shares of Non-Voting Common Stock to the
holders of Non-Voting Common Stock, or                      

*    in shares of any other authorized class or series of capital     
stock to the holders of both classes of Common Stock,       
regardless of the fair market value of the shares received  
in payment of the dividend or other distribution.           

In addition, we may pay dividends (or other distributions) in:        

*    securities convertible into Voting Common Stock or options       
to acquire Voting Common Stock to holders of either class of
Common Stock, or                                            

*    (1) securities convertible into Voting Common Stock or           
options to acquire Voting Common Stock to the record holders
of Voting Common Stock,  and (2) securities convertible into
Non-Voting Common Stock or options to acquire Non-Voting    
Common Stock to the record holders of the Non-Voting Common 
Stock.                                                      

We will not split, subdivide or combine either Voting Common Stock    
or Non-Voting Common Stock unless the other class is proportionately            
split, subdivided or combined. However, we may issue rights pursuant to         
shareholder rights plans which entitle holders of rights who are not            
"acquiring persons" to purchase shares or other securities at a below-          
market price if certain events occur.  We may distribute these rights as        
a dividend pursuant to such a plan upon shares of either class of               
capital stock without a corresponding dividend distribution upon shares         
of the other class.                                                             

Conversion of Non-Voting Common Stock                                           

You may not currently convert your Non-Voting Common Stock into       
Voting Common Stock or any other security of RGA.                               

The Non-Voting Common Stock would automatically convert into          
Voting Common Stock on a share-for-share basis if, as a result of the           
existence of the Non-Voting Common Stock, either class of capital stock         
or both classes become excluded from trading on all principal national          
securities exchanges and from quotation on The Nasdaq Stock Market's            
National Market or any other comparable national quotation system then          
in use.  In addition, all outstanding shares of Non-Voting Common Stock         
would automatically convert into Voting Common Stock, on a share-for-           
share basis, if at any time the number of outstanding shares of Voting          
Common Stock as reflected on our stock transfer books is less than 10%          
of the total number of outstanding shares of both classes of capital            
stock.  If we repurchase any shares of Voting Common Stock or Non-Voting        
Common Stock, as of the date of repurchase, we would no longer deem             
those shares "outstanding" for purposes of automatic conversion.                

If the Non-Voting Common Stock automatically converts into Voting     
Common Stock, certificates that formerly represented outstanding shares         
of Non-Voting Common Stock would then be deemed to represent the same           
number of shares of Voting Common Stock, and all shares of Voting Common        
Stock and Non-Voting Common Stock authorized by RGA's Restated Articles         
of Incorporation will be deemed to be shares of Voting Common Stock.            

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Business Combinations; Dissolution                                              

In the event we merge, consolidate, combine or engage in a similar    
transaction with another entity (whether or not we survive) or if we            
liquidate, dissolve or wind up RGA, holders of Non-Voting Common Stock          
would be entitled to receive the same per share consideration as all            
holders of either class of capital stock.  However, in any such                 
transaction, shareholders of RGA may receive capital stock of the               
surviving company that has terms substantially similar to the terms of          
RGA stock such shareholders own. For example, the surviving company             
could have two classes of common stock, and could upon the completion of        
the merger or consolidation issue voting shares to the holders of RGA           
Voting Common Stock and non-voting shares to the holders of RGA Non-            
Voting Common Stock.                                                            

Other Non-Voting Common Stock Protections                                       

In the event a person attempts to gain control of or to take over     
RGA, a two-prong provision in Article Three of our Restated Articles of         
Incorporation attempts to reduce the possibility of the unfair treatment        
of holders of the Non-Voting Common Stock. The provision may also have          
an anti-takeover effect.                                                        

The first prong states that if anyone acquires more than 15% of       
the outstanding Voting Common Stock and does not acquire a percentage of        
outstanding Non-Voting Common Stock at least equal to the excess of the         
percentage of Voting Common Stock that the person acquired over the 15%         
threshold, then the person may not vote the excess percentage of Voting         
Common Stock. For example, if a person acquires 20% of the outstanding          
Voting Common Stock but acquires no Non-Voting Common Stock, that person        
would be unable to vote the 5% of the Voting Common Stock acquired in           
excess of the 15% threshold. The person will remain unable to vote the          
excess Voting Common Stock under our Restated Articles of Incorporation         
until such time as the person has satisfied the requirements of the             
provision.                                                                      

The second prong is an "equitable price" requirement designed to      
prevent a person from paying a discounted price for the Non-Voting              
Common Stock required to be purchased by the acquiring person under the         
first prong.  Under our Restated Articles of Incorporation, an equitable        
price has been paid for shares of Non-Voting Common Stock only when they        
have been acquired at a price at least equal to the greater of:                 

*    the highest per share price paid by the acquiring person for     
any Voting Common Stock acquired within the 60-days before  
or after the person acquired the Non-Voting Common Stock, or

*    the highest closing market sale price of a share of Voting       
Common Stock during the 30-days before the person acquired  
the Non-Voting Common Stock.                                

We would in good faith determine the value of any non-cash            
consideration paid for the Non-Voting Common Stock. We would determine          
the highest closing market sale price from the Composite Tape for the           
New York Stock Exchange or another securities exchange or other                 
quotation system which is the principal trading market for either the           
Voting Common Stock or the Non-Voting Common Stock. If no quotations are        
available, we would in good faith determine the highest closing market          
sale price from the fair market value of a share of Voting Common Stock         
during the 30 days prior to the purchase. As a practical matter, a              
person seeking to acquire control of RGA must buy the Voting Common             
Stock and Non-Voting Common Stock at virtually the same time and at the         
same price, for example through a tender offer, to ensure that the              
acquiring person could vote the Voting Common Stock acquired in excess          
of 15%.                                                                         

This two-prong provision does not prevent any person or group from    
acquiring a significant interest in RGA, although they must comply with         
the provisions if they wish to vote the excess shares of Voting Common          
Stock acquired. The provision could make an acquisition of a significant        
interest in RGA more expensive than if the provision did not exist.             
Consequently, a person or group might be deterred from acquiring a              
significant or controlling interest in RGA as a result of such                  
provision.                                                                      

Under this two-prong provision, an acquisition includes any shares    
that a person acquires directly or indirectly, in one transaction or a          
series of transactions, or with respect to which that person acts or            
agrees to act in                                                                

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concert with any other person. Unless there are affirmative attributes          
of concerted action, however, "acting or agreeing to act in concert with        
any other person" will not include actions or agreements by persons             
acting in their official capacities as directors or officers of RGA or          
actions by persons merely because they are related by blood or marriage.        
Also, an acquisition of Voting Common Stock does not include shares             
acquired:                                                                       

(1)  pursuant to contracts which existed prior to May 27, 1998,       

(2)  by bequest or inheritance, by operation of law upon the          
death of any individual, or by any other transfer without   
valuable consideration, including a gift that is made in    
good faith and not for purposes of circumventing the two-   
prong provision,                                            

(3)  upon issuance or sale by RGA,                                    

(4)  by operation of law (including a merger or consolidation to      
recapitalize or reincorporate in another jurisdiction any   
person, including RGA, but excluding a merger or            
consolidation to acquire another person), and               

(5)  by a plan of RGA qualified under Section 401(a) of the           
Internal Revenue Code of 1986, as amended, or acquired from 
a distribution from a plan.                                 

Thus, a person may exercise options that we granted under any         
stock option plan prior to May 27, 1998 without triggering the two-prong        
provision because the exercise would be pursuant to a preexisting               
contract.                                                                       

The provisions do not apply to:                                       

*    any increase in a shareholder's percentage ownership of          
Voting Common Stock which results from a change in the      
total number of shares of Voting Common Stock outstanding,  
because we have repurchased Voting Common Stock since you   
last acquired Voting Common Stock, or                       

*    transfers of Voting Common Stock from General American           
Mutual Holding Company, the ultimate parent of GenAmerica,  
or any direct or indirect subsidiary of General American    
Mutual Holding Company, to General American Mutual Holding  
Company or any direct or indirect subsidiary of General     
American Mutual Holding Company.  The two-prong provision   
also provides that if the voting power of any shares of     
Voting Common Stock cannot be exercised pursuant to the     
two-prong provision, those shares of Voting Common Stock    
will not be included in the determination of the voting     
power of RGA for any purposes under our Restated Articles of
Incorporation or under the Missouri General and Business    
Corporation Law.                                            

Transferability                                                                 

Like the Voting Common Stock, the Non-Voting Common Stock is          
freely transferable, and except for federal and state securities law            
restrictions on directors, officers and other affiliates of RGA and on          
persons holding "restricted" stock, shareholders are not restricted in          
their ability to sell or transfer shares of Non-Voting Common Stock.            

Issuances And Repurchases Of Stock                                              

Article Three of our Restated Articles of Incorporation expressly     
authorizes us, in our discretion and as otherwise permitted by law, to          
issue and sell all or any part of any class of stock authorized, at any         
time, in any amounts and manner, to persons, firms, associations or             
corporations, and for such consideration, whether in cash, property or          
otherwise, as we choose, whether or not we could receive greater                
consideration upon the issue or sale of the same number of shares of            
another class.                                                                  

Article Three of our Restated Articles of Incorporation also          
expressly authorizes us to purchase shares of any one class or any              
combination of classes of Voting Common Stock regardless of differences         
among the classes in                                                            

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price and other terms under which the shares may be purchased.                  
Therefore, we could purchase Voting Common Stock even if we would pay           
less consideration for Non-Voting Common Stock.                                 

Preemptive Rights                                                               

The Non-Voting Common Stock does not carry any preemptive rights      
which would enable holders to subscribe for or receive shares of any            
class of RGA's stock or any other securities convertible into shares of         
any class of RGA's stock.                                                       

VOTING COMMON STOCK                                                             

All of our outstanding shares of Voting Common Stock are fully        
paid and nonassessable.  Subject to the prior rights of the holders of          
any shares of preferred stock which later may be issued and outstanding,        
holders of Voting Common Stock are entitled to receive dividends as and         
when declared by us out of legally available funds, and, if we                  
liquidate, dissolve, or wind up RGA, to share ratably in all remaining          
assets after we pay liabilities. Each holder of Voting Common Stock is          
entitled to one vote for each share held of record on all matters               
presented to a vote of shareholders, including the election of                  
directors. Holders of Voting Common Stock have no cumulative voting             
rights or preemptive rights to purchase or subscribe for any stock or           
other securities and there are no conversion rights or redemption or            
sinking fund provisions for the Voting Common Stock. We may issue               
additional shares of authorized Voting Common Stock without shareholder         
approval, subject to applicable rules of the New York Stock Exchange.           

PREFERRED STOCK                                                                 

We may issue any of our authorized preferred stock from time to       
time at our discretion without your approval.  We have the authority to         
prescribe for each series of preferred stock we establish:                      

*    the number of shares in that series,                             

*    the dividend rate,                                               

*    the voting rights,                                               

*    the conversion privileges,                                       

*    the redemption and liquidation rights, if any, and               

*    any other rights, preferences, and limitations for that          
series.                                                     

Depending upon the rights of holders of the preferred stock, an       
issuance of preferred stock could adversely affect holders of Voting            
Common Stock and Non-Voting Common Stock by delaying or preventing a            
change of control of RGA, making removal of the management of RGA               
difficult, or restricting the payment of dividends and other                    
distributions to the holders of Voting Common Stock and Non-Voting              
Common Stock. Except as otherwise contemplated by the shareholder rights        
plan described below, we presently have no intention to issue any shares        
of preferred stock.                                                             

CERTAIN EFFECTS OF AUTHORIZED BUT UNISSUED STOCK                                

If we complete the recapitalization amendment, we will have           
approximately 29,731,000 shares of  Voting Common Stock and 10,000,000          
shares of preferred stock available for future issuance by us without           
shareholder approval, subject to applicable rules of the New York Stock         
Exchange. We may issue these additional shares for a variety of                 
corporate purposes, including raising additional capital, corporate             
acquisitions, and employee benefit plans. Except as contemplated by the         
RGA Flexible Stock Plan, the shareholder rights plan, and other possible        
employee benefit or stock purchase plans, we do not currently have any          
plans to issue additional shares of common or preferred stock.  See             
"--Rights Plan" below.                                                          

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The existence of unissued and unreserved Voting Common Stock, Non-    
Voting Common Stock and preferred stock may enable us to issue shares to        
persons who are friendly to current management, which could discourage          
an attempt to obtain control of RGA through a merger, tender offer,             
proxy contest, or otherwise, and protect the continuity of management           
and possibly deprive you of opportunities to sell your shares at prices         
higher than the prevailing market prices. We could also use additional          
shares to dilute the stock ownership of persons seeking to obtain               
control of RGA pursuant to the operation of the rights plan or                  
otherwise.  See also "--Certain Charter and Bylaw Provisions beginning          
on page 24."                                                                    

RIGHTS PLAN                                                                     

Under our shareholder rights plan, we authorized the issuance of      
one preferred stock purchase right for each outstanding share of Voting         
Common Stock and Non-Voting Common Stock.  The rights agreement, as             
amended, between RGA and ChaseMellon Shareholder Services, L.L.C., as           
rights agent, contains the terms of the shareholder rights plan.  Since         
the terms of our shareholder rights plan are more extensive than the            
general summary information we are providing, you should only rely on           
the actual provisions of the rights agreement.  If you would like to            
read the rights agreement, it is on file with the SEC or you may request        
a copy from us.                                                                 

Exercisability of Rights                                                        

Under the rights agreement, one right, attaches to each               
outstanding share of Voting Common Stock and Non-Voting Common Stock            
and, when exercisable, entitles the registered holder to purchase from          
RGA one one-hundred fiftieth (1/150th) of a share of Series A preferred         
stock at an initial purchase price of $130 per one one-hundredth                
(1/100th) of a share, subject to customary antidilution adjustments.            
For a description of the terms of the Series A preferred stock, see             
"Description of Capital Stock--Series A Preferred Stock" below.                 

The rights will not become exercisable until the earlier of:          

*    10 business days following a public announcement that a          
person or group, other than GenAmerica and certain related  
persons, has become the beneficial owner of securities      
representing 20% or more of the voting power of Voting      
Common Stock;                                               

*    10 business days after RGA first determines that a person or     
group, other than GenAmerica and certain related persons,   
has become the beneficial owner of securities representing  
20% or more of the voting power of Voting Common Stock; or  

*    10 business days following the commencement of, or the           
announcement of an intention to commence, a tender offer or 
exchange offer that would result in a person or group, other
than GenAmerica and certain related persons, becoming the   
beneficial owner of securities representing 20% or more of  
the voting power of Voting Common Stock (or such later date 
  as our board of directors may determine, but in no event later
than the date that any person or group actually becomes such
an owner).                                                  

Additionally, at any time a person or a group, other than             
GenAmerica and certain related persons, has become the beneficial owner         
of securities representing 20% or more of the voting power of Voting            
Common Stock, and RGA has registered the securities subject to the              
rights under the Securities Act of 1933, the flip-in feature of the             
rights or, at the discretion of our board of directors, the exchange            
feature of the rights, may be exercised by any holder, except for such          
person or group.  A summary description of each of these features               
follows:                                                                        

"Flip In" Feature                                                               

In the event a person or group, other than GenAmerica and certain     
related persons, becomes the beneficial owner of securities representing        
20% or more of the voting power of Voting Common Stock, each holder of a        
right, except for such person or group, will have the right to acquire,         
upon exercise of the right, instead of one one-hundred                          

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fiftieth (1/150th) of a share of Series A preferred stock, shares of RGA        
Voting Common Stock having a value equal to twice the exercise price of         
the right.  For example, if we assume that the initial purchase price of        
$130 per one one-hundredth (1/100th) of a share of Series A Preferred           
Stock is in effect on the date that the flip-in feature of the right is         
exercised, any holder of a right, except for the person or group that           
has become the beneficial owner of securities representing 20% or more          
of the voting power of Voting Common Stock, can exercise three of his or        
her rights by paying RGA $260 in order to receive from RGA shares of            
Voting Common Stock having a value equal to $520.                               

"Exchange" Feature                                                              

At any time after a person or group, other than GenAmerica and        
certain related persons, becomes the beneficial owner of securities             
representing 20% or more, but less than 50%, of the voting power of             
Voting Common Stock, our board of directors may, at its option:                 

*    exchange all or some of the rights held by holders of RGA        
Voting Common Stock, except for those held by such person   
or group, for RGA Voting Common Stock at an exchange ratio  
of one share of Voting Common Stock per right, and cash     
instead of fractional shares, if any; and                   

*    exchange all or some of the rights held by holders of RGA        
Non-Voting Common Stock, except for those held by such      
person or group, for RGA Non-Voting Common Stock at an      
exchange ratio of one share of Non-Voting Common Stock per  
right, and cash instead of fractional shares, if any.       

Use of this exchange feature means that eligible rights holders would           
not have to pay a purchase price before receiving shares of Voting              
Common Stock.                                                                   

"Flip Over" Feature                                                             

In the event RGA is acquired in a merger or other business            
combination transaction or 50% or more of the assets or earning power of        
RGA and its subsidiaries, taken as a whole, is sold, each holder of a           
right, except for a person or group, other than GenAmerica and certain          
related persons, that is the beneficial owner of securities representing        
20% or more of the voting power of Voting Common Stock, will have the           
right to receive, upon exercise of the right, the number of shares of           
the acquiring company's capital stock with the greatest voting power            
having a value equal to two times the exercise price of three rights.           

Redemption of Rights                                                            

At any time before the earlier to occur of:                           

*    public disclosure that a person or group, other than             
GenAmerica and certain related persons, has become the      
beneficial owner of securities representing 20% or more of  
the voting power of Voting Common Stock; or                 

*    RGA's determination that a person or group, other than           
GenAmerica and certain related persons, has become the      
beneficial owner of securities representing 20% or more of  
the voting power of Voting Common Stock,                    

our Board of Directors may redeem all the rights at a redemption price          
of $0.0067 per right, subject to adjustment.  The right to exercise the         
rights, as described above under "--Exercisability of Rights," will             
terminate upon redemption, and at such time, the holders of the rights          
will have the right to receive only the redemption price for each right         
held.                                                                           

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Amendment of Rights Agreement                                                   

At any time before a person or group, other than GenAmerica and       
certain related persons, has become the beneficial owner of securities          
representing 20% or more of the voting power of Voting Common Stock, we         
may amend any or all of the terms of the rights and the rights agreement        
without your consent.  However, if at any time after a person or group,         
other than GenAmerica and certain related persons, beneficially owns            
securities representing 20% or more, or such lower percentage as may be         
amended in the rights agreement, of the voting power of Voting Common           
Stock, our Board of Directors may not adopt amendments to the rights            
agreement that adversely affect the interests of holders of the rights.         

Termination of Rights                                                           

If not previously exercised, the rights will expire on April 15,      
2003, unless we earlier redeem or exchange the rights or extend the             
final expiration date.                                                          

Anti-takeover Effects                                                           

The rights have certain anti-takeover effects.  Once the rights       
have become exercisable, the rights will cause substantial dilution to a        
person or group that attempts to acquire or merge with RGA in certain           
circumstances.  Accordingly, the existence of the rights may deter              
potential acquirors from making a takeover proposal or tender offer.            
The rights should not interfere with any merger or other business               
combination approved by our board of directors because RGA may redeem           
the rights as described above and because a transaction approved by our         
Board of Directors would not cause the rights to become exercisable.            

SERIES A PREFERRED STOCK                                                        

In connection with the creation of the rights, as described above,    
our Board has authorized the issuance of 500,000 shares of preferred            
stock as Series A junior participating preferred stock.                         

RGA has designed the dividend, liquidation, voting and redemption     
features of the Series A preferred stock so that the value of one one-          
hundred fiftieth (1/150th) of a share of Series A preferred stock               
approximates the value of one share of common stock.  Shares of Series A        
preferred stock may only be purchased after the rights have become              
exercisable, and each share of the Series A preferred stock:                    

*    is nonredeemable and junior to all other series of preferred     
stock, unless otherwise provided in the terms of those      
series of preferred stock;                                  

*    will have a preferential dividend in an amount equal to the      
greater of $1.00 and 150 times any dividend declared on each
share of common stock;                                      

*    in the event of liquidation, will entitle its holder to          
receive a preferred liquidation payment equal to the greater
of $100 or 150 times the payment made per share of common   
stock;                                                      

*    will have 150 votes, voting together with the Voting Common      
Stock and any other capital stock with general voting       
rights; and                                                 

*    in the event of any merger, consolidation or other               
transaction in which shares of common stock are converted   
or exchanged, will be entitled to receive 150 times the     
amount and type of consideration received per share of      
common stock.                                               

The rights of the Series A preferred stock as to dividends, liquidation         
and voting, and in the event of mergers and consolidations, are                 
protected by customary antidilution provisions.                                 

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CERTAIN CHARTER AND BYLAW PROVISIONS                                            

Our Restated Articles of Incorporation and Bylaws:                    

*    provide for a classified Board of Directors,                     

*    limit the right of shareholders to remove directors or           
change the size of the Board of Directors,                  

*    limit the right of shareholders to fill vacancies on the         
Board of Directors,                                         

*    limit the right of shareholders to act by written consent        
and to call a special meeting of shareholders or propose    
other actions,                                              

*    require a higher percentage of shareholders than would           
otherwise be required to amend, alter, change, or repeal    
the provisions of the Restated Articles of Incorporation and
Bylaws, and                                                 

*    provide that the Bylaws may be amended only by the majority      
vote of the Board of Directors.                             

Shareholders will not be able to amend the Bylaws without first       
amending the Restated Articles of Incorporation. These provisions may           
discourage certain types of transactions that involve an actual or              
threatened change of control of RGA.  Since the terms of our Restated           
Articles of Incorporation and Bylaws may differ from the general                
information we are providing, you should only rely on the actual                
provisions of our Restated Articles of Incorporation and Bylaws.  If you        
would like to read our Restated Articles of Incorporation and Bylaws,           
they are on file with the SEC or you may request a copy from us.                

Size of Board                                                                   

Our Restated Articles of Incorporation provide that the number of     
directors to constitute the initial Board of Directors was three and            
thereafter the number of directors will be fixed from time to time as           
provided in our Bylaws. Our Bylaws provide for a Board of Directors of          
at least three directors and permit the Board of Directors to increase          
the number of Directors. In accordance with our Bylaws, our Board of            
Directors has fixed the number of directors at nine. Our Restated               
Articles of Incorporation further provide that our Bylaws may be amended        
only by majority vote of our Board of Directors.                                

Election of Directors                                                           

In order for you to nominate a candidate for director, our            
Restated Articles of Incorporation require that you give timely notice          
to us in advance of the meeting. Ordinarily, you must give notice not           
less than 60 days nor more than 90 days before the meeting (but if we           
give less than 70 days' notice of the meeting, then you must give notice        
within ten days after we mail notice of the meeting or make a public            
disclosure of the meeting). Your notice must describe various matters           
regarding the nominee, including the nominee's name, address,                   
occupation, and shares held. Our Restated Articles of Incorporation do          
not permit cumulative voting in the election of directors. Accordingly,         
the holders of a majority of the then outstanding shares of Voting              
Common Stock can elect all the directors of the class then being elected        
at that meeting of shareholders.                                                

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Classified Board                                                                

Our Restated Articles of Incorporation and Bylaws provide that our    
Board will be divided into three classes, with the classes to be as             
nearly equal in number as possible, and that one class shall be elected         
each year and serve for a three-year term.                                      

Removal of Directors                                                            

Missouri law provides that, unless a corporation's articles of        
incorporation provide otherwise, the holders of a majority of the               
corporation's voting stock may remove any director from office. Our             
Restated Articles of Incorporation provide that shareholders may remove         
a director only "for cause" and with the approval of the holders of 85%         
of RGA's voting stock.                                                          

Filling Vacancies                                                               

Missouri law further provides that, unless a corporation's            
articles of incorporation or bylaws provide otherwise, all vacancies on         
a corporation's board of directors, including any vacancies resulting           
from an increase in the number of directors, may be filled by the vote          
of a majority of the remaining directors even if that number is less            
than a quorum. Our Restated Articles of Incorporation provide that,             
subject to the rights, if any, of the holders of any class of preferred         
stock then outstanding and except as described below, only the vote of a        
majority of the remaining directors may fill vacancies.                         

Limitations on Shareholder Action by Written Consent                            

As required by Missouri law, our Bylaws provide that any action by    
written consent of shareholders in lieu of a meeting must be unanimous.         

Limitations on Calling Shareholder Meetings                                     

Under our Restated Articles of Incorporation shareholders may not     
call special meetings of shareholders or require our Board to call a            
special meeting of shareholders, and only a majority of our entire Board        
of Directors, our Chairman of the Board or our President may call a             
special meeting of shareholders.                                                

Limitations on Proposals of Other Business                                      

In order for you to bring a proposal before a shareholder meeting,    
our Restated Articles of Incorporation require that you give timely             
notice to us in advance of the meeting. Ordinarily, you must give notice        
at least 60 days but not more than 90 days before the meeting (but if we        
give less than 70 days' notice of the meeting, then you must give notice        
within ten days after we mail notice of the meeting or make other public        
disclosure of the meeting). Your notice must include a description of           
the proposal, the reasons for the proposal, and other specified matters.        
Our Board may reject any proposals that have not followed these                 
procedures or that are not a proper subject for shareholder action in           
accordance with the provisions of applicable law.                               

Anti-Takeover Effects of Provisions                                             

The classification of directors, the inability to vote shares         
cumulatively, the advance notice requirements for nominations, and the          
provisions in our Restated Articles of Incorporation that limit the             
ability of shareholders to increase the size of our Board or to remove          
directors and that permit the remaining directors to fill any vacancies         
on our Board make it more difficult for shareholders to change the              
composition of our Board. As a result, at least two annual meetings of          
shareholders may be required for the shareholders to change a majority          
of the directors, whether or not a change in our Board would benefit RGA        
and its shareholders and whether or not a majority of RGA's shareholders        
believes that the change would be desirable.                                    

The provision of our Bylaws which requires unanimity for              
shareholder action by written consent gives all the shareholders of RGA         
entitled to vote on a proposed action the opportunity to participate in         
the action and                                                                  

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prevents the holders of a majority of the voting power of RGA from using        
the written consent procedure to take shareholder action. The Bylaw             
provision requiring advance notice of other proposals may make it more          
difficult for shareholders to take action opposed by the Board.                 
Moreover, a shareholder cannot force a shareholder consideration of a           
proposal over the opposition of our Board of Directors by calling a             
special meeting of shareholders.                                                

These provisions make it more difficult and time-consuming to         
obtain majority control of our Board of Directors or otherwise bring a          
matter before shareholders without our Board's consent, and thus reduce         
the vulnerability of RGA to an unsolicited takeover proposal. These             
provisions enable RGA to develop its business in a manner which will            
foster its long-term growth, by reducing to the extent practicable the          
threat of a takeover not in the best interests of RGA and its                   
shareholders and the potential disruption entailed by the threat. On the        
other hand, these provisions may adversely affect the ability of                
shareholders to influence the governance of RGA and the possibility that        
shareholders would receive a premium above market price for their               
securities from a potential acquirer who is unfriendly to management.           

MISSOURI STATUTORY PROVISIONS                                                   

The General and Business Corporation Law of Missouri also contains    
certain provisions which may have an anti-takeover effect and otherwise         
discourage third parties from effecting transactions with us, including         
control share acquisition and business combination statutes.                    

Business Combination Statute                                                    

Missouri law contains a "business combination statute" which          
restricts certain "business combinations" between us and an "interested         
shareholder," or affiliates of the interested shareholder, for a period         
of five years after the date of the transaction in which the person             
becomes an interested shareholder, unless either such transaction or the        
interested shareholder's acquisition of stock is approved by our Board          
on or before the date the interested shareholder obtains such status.           

The statute also prohibits business combinations after the five-      
year period following the transaction in which the person becomes an            
interested shareholder unless the business combination or purchase of           
stock prior to becoming an interested shareholder is approved by our            
Board prior to the date the interested shareholder obtains such status.         

The statute also provides that, after the expiration of such five     
year period, business combinations are prohibited unless:                       

*    the holders of a majority of the outstanding voting stock,       
other than the stock owned by the interested shareholder,   
approve the business combination, or                        

*    the business combination satisfies certain detailed fairness     
and procedural requirements.                                

A "business combination" includes a merger or consolidation, some     
sales, leases, exchanges, pledges and similar dispositions of corporate         
assets or stock and any reclassifications or recapitalizations that             
increase the proportionate voting power of the interested shareholder.          
An "interested shareholder" generally means any person who, together            
with his or her affiliates and associates, owns or controls 20% or more         
of the outstanding shares of the corporation's voting stock.                    

A Missouri corporation may opt out of coverage by the business        
combination statute by including a provision to that effect in its              
governing corporate documents.  We have not done so.                            

The business combination statute may make it more difficult for a     
20% beneficial owner to effect other transactions with us and may               
encourage persons that seek to acquire us to negotiate with our Board           
prior to acquiring a 20% interest.  It is possible that such a provision        
could make it more difficult to accomplish a transaction which                  
shareholders may otherwise deem to be in their best interest.                   

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Control Share Acquisition Statute                                               

Missouri also has a "control share acquisition statute."  This        
statute may limit the rights of a shareholder to vote some or all of his        
shares.  A shareholder whose acquisition of shares results in that              
shareholder having voting power, when added to the shares previously            
held by him, to exercise or direct the exercise of more than a specified        
percentage of our outstanding stock (beginning at 20%), will lose the           
right to vote some or all of his shares in excess of such percentage            
unless the shareholders approve the acquisition of such shares.                 

In order for the shareholders to grant approval, the acquiring        
shareholder must meet certain disclosure requirements specified in the          
statute.  In addition, a majority of the outstanding voting shares, as          
determined before the acquisition, must approve the acquisition.                
Furthermore, a majority of the outstanding voting shares, as determined         
after the acquisition, but excluding shares held by the acquiring               
shareholder or employee directors and officers, must approve the                
acquisition.                                                                    

Not all acquisitions of shares constitute control share               
acquisitions.  The following acquisitions do not constitute control             
share acquisitions:                                                             

*    good faith gifts,                                                
*    transfers in accordance with wills,                              
*    purchases made in connection with an issuance by us,             
*    purchases by any compensation or benefit plan,                   
*    the conversion of debt securities,                               
*    mergers involving us which satisfy the other requirements of     
The General and Business Corporation Law of Missouri,       
*    transactions with a person who owned a majority of our           
voting power within the prior year, or                      
*    purchases from a person who previously satisfied the             
requirements of the control share statute, so long as the   
acquiring person does not have voting power after the       
ownership in a different ownership range than the selling   
shareholder.                                                

A Missouri corporation may opt out of coverage by the control         
share acquisition statute by including a provision to that effect in its        
governing corporate documents.  Our governing documents contain no such         
provision.                                                                      

Take-Over Bid Disclosure Statute                                                

Missouri's "take-over bid disclosure statute" requires that before    
making a tender offer that would result in the offeror acquiring control        
of us, the offeror must file certain disclosure materials with the              
Department of Insurance of Missouri.                                            

VOTING        

The affirmative vote of the holders of a majority of the shares of    
RGA's outstanding Voting Common Stock, voting separately as a class, and        
a majority of the shares of RGA's outstanding Non-Voting Common Stock,          
voting separately as a class, are required to approve the                       
recapitalization amendment.  Our Restated Articles of Incorporation             
provide that only such business as is specified in the Notice of Special        
Meeting may be conducted at the Special Meeting, therefore, the                 
recapitalization amendment will be the only matter voted on at the              
Special Meeting.  If no specification is made on a duly executed proxy,         
the proxy will be voted FOR the recapitalization amendment.                     

Shares represented by proxies which are marked "abstain" on the       
proposal to approve the recapitalization amendment will be counted for          
the purpose of determining the number of shares represented by proxy at         
the Special Meeting.  Such proxies, as well as shares not represented at        
the Special Meeting, will thus have the same effect as if the shares            
were voted against approval of the recapitalization amendment.  If a            
broker indicates on the proxy that it                                           

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does not have discretionary authority to vote certain shares, those             
shares will not be considered as present and entitled to vote.                  

As of July 19, 1999, General American beneficially owned              
approximately 63.6% of the shares of Voting Common Stock entitled to            
vote at the meeting. General American has indicated its intention to            
vote its shares FOR the recapitalization amendment.  General American's         
vote would be sufficient to approve such proposal with respect to Voting        
Common Stock, voting separately as a class.                                     

SHAREHOLDER PROPOSALS         

Shareholder proposals submitted under the process prescribed by       
the SEC (in Rule 14a-8 under the Securities Exchange Act of 1934) for           
presentation at the 2000 Annual Meeting must be received by RGA by              
December 16, 1999 for inclusion in RGA's proxy statement and proxy              
relating to that meeting.  Upon receipt of any such proposal, RGA will          
determine whether or not to include such proposal in the proxy statement        
and proxy in accordance with regulations governing the solicitation of          
proxies.                                                                        

In order for a shareholder to nominate a candidate for director,      
under RGA's Restated Articles of Incorporation, timely notice of the            
nomination must be given to RGA in advance of the meeting.  Ordinarily,         
such notice must be given not less than 60 nor more than 90 days before         
the meeting (but if RGA gives less than 70 days' notice of the meeting,         
or prior public disclosure of the date of the meeting, then the                 
shareholder must give such notice within 10 days after notice of the            
meeting is mailed or other public disclosure of the meeting is made,            
whichever occurs first). The Shareholder filing the notice of nomination        
must describe various matters as specified in RGA's Restated Articles of        
Incorporation, including such information as name, address, occupation,         
and number of shares held.                                                      

In order for a Shareholder to bring other business before a           
Shareholder meeting, timely notice must be given to RGA within the time         
limits described above. Such notice must include a description of the           
proposed business, the reasons therefor, and other matters specified in         
RGA's Restated Articles of Incorporation.  The Board or the presiding           
officer at the Annual Meeting may reject any such proposals that are not        
made in accordance with these procedures or that are not a proper               
subject for Shareholder action in accordance with applicable law.  The          
foregoing time limits also apply in determining whether notice is timely        
for purposes of rules adopted by the SEC relating to the exercise of            
discretionary voting authority. These requirements are separate from and        
in addition to the requirements a Shareholder must meet to have a               
proposal included in RGA's proxy statement.                                     

In each case the notice must be given to the Secretary of RGA,        
James E. Sherman, whose address is 700 Market Street, St. Louis,                
Missouri 63101.  Any Shareholder desiring a copy of RGA's Restated              
Articles of Incorporation or Bylaws will be furnished a copy without            
charge upon written request to the Secretary.                                   

AUDITORS        

KPMG LLP was the auditor for the fiscal year ended December 31,       
1998 and the audit committee has selected it as auditor for the year            
ending December 31, 1999.  Representatives of KPMG LLP are expected to          
be present at the Special Meeting.  They will have the opportunity to           
make a statement if they desire to do so and to be available to respond         
to appropriate questions from Shareholders.                                     

WHERE YOU CAN FIND MORE INFORMATION         

The SEC allows us to "incorporate by reference" information into      
this proxy statement, which means that we can disclose important                
information to you by referring you to other documents that we filed            
separately with the SEC.  You should consider the incorporated                  
information as if we reproduced it in this proxy statement, except for          
any information directly superseded by information contained in this            
proxy statement.                                                                

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We incorporate by reference into this proxy statement the             
following financial statements and other information (SEC File No. 1-           
11848), which contain important information about us and our business           
and financial results:                                                          

*    the financial statements, quarterly data and management's        
discussion and analysis of financial condition and results  
of operations contained in our Annual Report on Form 10-K   
for the fiscal year ended December 31, 1998, and            

*    the financial statements and management's discussion and         
analysis of financial condition and results of operations   
contained in our Quarterly Report on Form 10-Q for the      
quarter ended March 31, 1999.                               

We may file additional documents with the SEC pursuant to Sections    
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 on or          
after the date of this proxy statement and before the Special Meeting.          
The SEC allows us to incorporate by reference into this proxy statement         
such documents.  You should consider any statement contained in this            
proxy statement (or in a document incorporated into this proxy                  
statement) to be modified or superseded to the extent that a statement          
in a subsequently filed document modifies or supersedes such statement.         

YOU MAY GET COPIES OF ANY OF THE INCORPORATED DOCUMENTS (EXCLUDING    
EXHIBITS, UNLESS THE EXHIBITS ARE SPECIFICALLY INCORPORATED) AT NO              
CHARGE TO YOU BY WRITING OR CALLING JACK B. LAY, EXECUTIVE VICE                 
PRESIDENT AND CHIEF FINANCIAL OFFICER, REINSURANCE GROUP OF AMERICA,            
INCORPORATED, 660 MASON RIDGE CENTER DRIVE, ST. LOUIS, MISSOURI 63141-8557      
(TELEPHONE: (314) 453-7300).                                                    

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ANNEX I       

Pursuant to the recapitalization amendment, Article Three of RGA's    
Restated Articles of Incorporation, as amended, would be amended as             
follows:                                                                        

AMENDMENT OF ARTICLES OF INCORPORATION        

SECRETARY OF STATE                                                              
STATE OF MISSOURI                                                               
P.O. BOX 778                                                                    
JEFFERSON CITY, MO 65102                                                        

Pursuant to the provisions of Section 351.095.2 of The General and              
Business Corporation Law of Missouri, the undersigned corporation               
certifies the following:                                                        

1.   The present name of the corporation is Reinsurance Group of                
America, Incorporated.  The name under which the corporation was                
originally organized was Reinsurance Group of America, Inc.                     

2.   An amendment to the corporation's Articles of Incorporation was            
adopted by the corporation's shareholders on _____________, 1999.               

3.   Article Three of the corporation's Articles of Incorporation is            
amended to read as follows:                                                     

ARTICLE THREE         
CAPITAL STOCK         

A.   Class and Number of Shares.  The aggregate number,     
--------------------------                        
class and par value, if any, of shares which the Corporation shall have         
authority to issue is 85,000,000 shares, consisting of 75,000,000 shares        
of Common Stock, par value $.01 per share, and 10,000,000 shares of             
Preferred Stock, par value $.01 per share ($850,000.00 aggregate                
total).                                                                         

B.   Voting Rights of the Common Stock. Each holder of the  
---------------------------------                 
Common Stock shall be entitled to one vote per share of Common Stock on         
all matters to be voted on by the shareholders.                                 

     C.   Issuance of Preferred Stock, Rights and Preferences Thereof.
         -----------------------------------------------------------

 1.   The Preferred Stock may be issued from time to
time in one or more series, with such voting powers, full or limited, or        
no voting powers, and such designations, preferences and relative,              
participating, optional or other special rights and qualifications,             
limitations or restrictions thereof, as shall be stated in the                  
resolution or resolutions providing for the issuance of such stock              
adopted from time to time by the Board of Directors.  Without limiting          
the generality of the foregoing, in the resolution or resolutions               
providing for the issuance of such shares of each particular series of          
Preferred Stock, subject to the requirements of the laws of the State of        
Missouri, the Board of Directors is also expressly authorized:                  

      (a)  To fix the distinctive serial designation
of the shares of the series;                                                    

   (b)  To fix the consideration for which the
shares of the series are to be issued;                                          

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    (c)  To fix the rate or amount per annum, if
any, at which the holders of the shares of the series shall be entitled         
to receive dividends, the dates on which and the conditions under which         
dividends shall be payable, whether dividends shall be cumulative or            
noncumulative, and if cumulative, the date or dates from which dividends        
shall be cumulative;                                                            

     (d)  To fix the price or prices at which, the
times during which, and the other terms, if any, upon which the shares          
of the series may be redeemed;                                                  

 (e)  To fix the rights, if any, which the
holders of shares of the series have in the event of dissolution or upon        
distribution of the assets of the Corporation;                                  

    (f)  From time to time to include additional
shares of Preferred Stock which the Corporation is authorized to issue          
in the series;                                                                  

      (g)  To determine whether or not the shares of
the series shall be made convertible into or exchangeable for other             
securities of the Corporation, including shares of the Common Stock of          
the Corporation or shares of any other series of the Preferred Stock of         
the Corporation, now or hereafter authorized, or any new class of               
Preferred Stock of the Corporation hereafter authorized, the price or           
prices or the rate or rates at which conversion or exchange may be made,        
and the terms and conditions upon which the conversion or exchange rate         
shall be exercised;                                                             

    (h)  To determine if a sinking fund shall be
provided for the purchase or redemption of shares of the series and, if         
so, to fix the terms and the amount or amounts of the sinking fund; and         

     (i)  To fix the other preferences and rights,
privileges and restrictions applicable to the series as may be permitted        
law.                                                                            

D.   Conversion.                                            
----------                                        

1.   All outstanding shares of Non-Voting Common  
Stock, par value $.01 per share, of RGA ("Non-Voting Common Stock")             
previously authorized by the Certificate of Amendment of Articles of            
Incorporation of the Corporation issued on May 29, 1998, shall, as of           
the date of effectiveness of this Certificate of Amendment, be                  
converted, without the action of any holder thereof, into 0.97 shares of        
Common Stock.  The Non-Voting Common Stock shall no longer be authorized        
by the Corporation.                                                             

   2.   Following the effective date of this Certificate
of Amendment, each certificate representing shares of Non-Voting Common         
Stock shall be deemed to be a certificate representing 0.97 shares of           
Common Stock.  No fractional shares will be issued in connection with           
this amendment.   Rather, holders of Non-Voting Common Stock who would          
otherwise be entitled to receive a fraction of a share of Common Stock          
(after taking into account all certificates held by such shareholder)           
will receive in lieu thereof cash (without interest) in an amount equal         
to such fractional part of a share of Common Stock multiplied by the            
closing sales price of Common Stock on the date the this amendment is           
filed with the Missouri Secretary of State.  No holder of Non-Voting            
Common Stock will be entitled to dividends, voting rights or any other          
rights as a shareholder in respect of any fractional share.                     

4.   Of the _________ shares of stock of the corporation outstanding,           
__________ of such shares were entitled to vote on such amendment.  The         
number of outstanding shares of each class entitled to vote thereon as a        
class were as follows:                                                          

                                     Number of
Class                              Outstanding Shares       
-----                              ------------------       

Common Stock                                                
Non-Voting Common Stock                                     

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5.   The number of shares voted for and against the amendment was as            
follows:                                                                        

    Class                       No. Voted For      No. Voted Against
    -----                       -------------      -----------------

Common Stock                                                
Non-Voting Common Stock                                     

6.   If the amendment provides for an exchange, reclassification, or            
cancellation of issued shares, or a reduction of the number of                  
authorized shares of any class below the number of issued shares of that        
class, the following is a statement of the manner in which such                 
reduction is to be effected:                                                    

All outstanding shares of Non-Voting Common Stock, par      
value $.01 per share, of RGA ("Non-Voting Common Stock")    
previously authorized by the Certificate of Amendment of    
Articles of Incorporation of the Corporation issued on May  
29, 1998, shall, as of the date of effectiveness of this    
Certificate of Amendment, be converted, without the action  
of any holder thereof, into 0.97 shares of Common Stock.    
The Non-Voting Common Stock shall no longer be authorized by
the Corporation.  No fractional shares will be issued in    
connection with this amendment.   Rather, holders of Non-   
Voting Common Stock who would otherwise be entitled to      
receive a fraction of a share of Common Stock (after taking 
into account all certificates held by such shareholder) will
receive in lieu thereof cash (without interest) in an amount
equal to such fractional part of a share of Common Stock    
multiplied by the closing sales price of Common Stock on the
date the this amendment is filed with the Missouri Secretary
of State.  No holder of Non-Voting Common Stock will be     
entitled to dividends, voting rights or any other rights as 
a shareholder in respect of any fractional share.           

7.   The effective date of the amendment is to be the date of filing            
this Certificate of Amendment with the Secretary of State.                      

IN WITNESS WHEREOF, the undersigned President has executed and verified         
this instrument and the Secretary has affixed the corporate seal hereto         
on the _____ day of _____________, 1999.                                        

ATTEST:                            REINSURANCE GROUP OF AMERICA,                
  INCORPORATED

______________________________     By:__________________________________        
James E. Sherman, Secretary            A. Greig Woodring, President             

STATE OF MISSOURI   )                                                           
)  SS.                                  
COUNTY OF ST. LOUIS )                                                           

 I, ______________________, a notary public, do hereby certify
that on this _______ day of ________________________________, 1999,             
personally appeared before me A. Greig Woodring who, being by me first duly     
sworn, declared that he is the President of Reinsurance Group of America,       
Incorporated, that he signed the foregoing document as President and Chief      
Executive Officer of the corporation, and that the statements therein           
contained are true.                                                             

[SEAL]                                                                          
   Notary Public

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ANNEX II        

OPINION OF DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION            

      July 7, 1999

The Board of Directors                                                          
Reinsurance Group of America, Incorporated                                      
660 Mason Ridge Center Drive                                                    
St. Louis, MO 63141-8557                                                        

Dear Sirs:                                                                      

You have requested our opinion as to the fairness from a financial    
point of view to  the holders of the voting common stock of Reinsurance         
Group of America, Incorporated ("RGA" or the "Company") of the exchange         
ratio set forth in the proposed recapitalization amendment to the               
Company's Restated Articles of Incorporation, as amended (the                   
"Amendment").                                                                   

Pursuant to the Amendment, each outstanding share of non-voting       
common stock of RGA will be converted into .97 shares (the "Exchange            
Ratio") of voting common stock of RGA.                                          

In arriving at our opinion, we have reviewed the draft dated July     
2, 1999 of the proposed Amendment.  We also have reviewed financial and         
other information that was publicly available or furnished to us by the         
Company including information provided during discussions with Company          
management.  In addition, we have compared certain financial and                
securities data of the Company with various other companies with dual           
classes of common stock and conducted such other analyses including the         
pro-forma financial impact of the Amendment as we deemed appropriate for        
purposes of this opinion.                                                       

In rendering our opinion, we have relied upon and assumed the         
accuracy and completeness of all of the financial and other information         
that was available to us from public sources, that was provided to us by        
the Company or its representatives, or that was otherwise reviewed by           
us.  We have not assumed any responsibility for making any independent          
evaluation of any assets or liabilities or for making any independent           
verification of any of the information reviewed by us.                          

Our opinion is necessarily based on economic, market, financial       
and other conditions as they exist on, and on the information made              
available to us as of, the date of this letter.  It should be understood        
that, although subsequent developments may affect this opinion, we do           
not have any obligation to update, revise or reaffirm this opinion.  Our        
opinion does not constitute an opinion as to the prices at which voting         
common stock of RGA will actually trade at any time.  Our opinion does          
not address the relative merits of Amendment and the other business             
strategies being considered by the Company's Board of Directors, nor            
does it address the Board's decision                                            

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to proceed with the adoption of the Amendment.  Our opinion does not            
constitute a recommendation to any shareholder as to how such                   
shareholder should vote on the Amendment.                                       

Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ"), as       
part of its investment banking services, is regularly engaged in the            
valuation of businesses and securities in connection with mergers,              
acquisitions, underwritings, sales and distributions of listed and              
unlisted securities, private placements and valuations for corporate and        
other purposes.  DLJ has performed investment banking and other services        
for the Company in the past and has been compensated for such services.         

Based upon the foregoing and such other factors as we deem            
relevant, we are of the opinion that the Exchange Ratio is fair to the          
holders of the Company's voting common stock from a financial point of          
view.                                                                           

Very truly yours, 

          DONALDSON, LUFKIN & JENRETTE
    SECURITIES CORPORATION

           By:__________________________
 David Platter
     Managing Director

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REINSURANCE GROUP OF AMERICA, INCORPORATED        

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS           

The undersigned does hereby appoint Jack B. Lay and James E.          
Sherman, or either of them, the true and lawful attorneys-in-fact,              
agents and proxies of the undersigned to represent the undersigned at           
the Special Meeting of the Shareholders of Reinsurance Group Of America,        
Incorporated to be held September 1, 1999, commencing at 2:00 p.m., St.         
Louis time, at the Marriott-West, 660 Maryville Centre Drive, St. Louis,        
Missouri, and at any and all adjournments and postponements of said             
meeting, and to vote all the shares of Common Stock and Non-Voting              
Common Stock of RGA standing on the books of RGA in the name of the             
undersigned as specified and in their discretion on such other business         
as may properly come before the meeting.                                        

Please complete, sign and date other side and return promptly.  
Please mark /X/ your vote as indicated in this example.                         

MANAGEMENT RECOMMENDS A VOTE FOR THE FOLLOWING:         
     ---

An amendment to the Restated Articles of Incorporation of RGA in      
order to reclassify the existing and separate class of Non-Voting Common        
Stock into Voting Common Stock by converting each outstanding share of          
Non-Voting Common Stock into 0.97 share of Voting Common Stock.                 

FOR       AGAINST       ABSTAIN         
/ /         / /           / /           

The undersigned hereby acknowledges receipt of the Notice of the      
Special Meeting of Shareholders and the accompanying Proxy Statement.           

THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS         
MADE, THIS PROXY WILL BE VOTED FOR THE RECAPITALIZATION AMENDMENT.              
A VOTE TO ABSTAIN WILL HAVE THE SAME EFFECT AS A VOTE AGAINST THE               
RECAPITALIZATION AMENDMENT.                                                     

Dated this _____ day of ____________________________, 1999                      

_____________________________________________________________         

_____________________________________________________________         

(If Stock is owned in joint names, both owners must sign.) If         
address at left is incorrect, please write in the correct information.          

Please sign as registered and return promptly to:  Reinsurance        
Group of America, Incorporated, Midtown Station, PO Box 870, New York,          
NY 10138                                                                        

FOLD AND DETACH HERE                                                            

Dear Shareholder:                                                               

We invite you to attend the Special Meeting of Shareholders of        
Reinsurance Group of  America, Incorporated, to be held on September 1,         
1999, in the Marriott-West, 660 Maryville Centre Drive, St. Louis,              
Missouri at 2:00 p.m.                                                           

It is important that your shares are represented at the meeting.      
Whether or not you plan to attend the meeting, please review the                
enclosed proxy materials, complete the proxy form above, detach it, and         
return it promptly in the envelope provided.                                    

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEFS14A’ Filing		Date		First		Last			Other Filings
		4/15/03		25
		1/1/00		15
		12/31/99		30					10-K405
		12/16/99		30
For Period End:		9/1/99		2		37			PRES14A
Filed on:		7/23/99		2		3			10-K/A
		7/19/99		2		30
		7/7/99		4		35
		7/2/99		35					8-K
		7/1/99		4
		6/30/99		4		7			10-Q,  8-K
		6/29/99		17
		5/31/99		12
		3/31/99		31					10-Q
		2/26/99		4
		12/31/98		16		31			10-K,  10-K/A
		5/29/98		33		34
		5/27/98		21					DEF 14A,  PRE 14A
		1/1/98		16
		12/31/97		16					10-K405,  10-K405/A
		12/31/96		16					10-K
		12/1/96		16
		4/1/96		16
		1/1/93		15
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