Exhibit 10.17

REINSURANCE GROUP OF AMERICA, INCORPORATED

MANAGEMENT INCENTIVE PLAN

AS AMENDED AND RESTATED EFFECTIVE NOVEMBER 1, 1996

GENERAL PLAN PURPOSE AND STRUCTURE

The purpose of the Management Incentive Plan (MIP) is to
motivate superior, focused, and prudent performance on the part of
key associates for the ultimate benefit of shareholders and
associates. Awards shall be determined and payable annually during
the lifetime of MIP using the following overall three-part
structure:

1. Trigger: To protect shareholders, no awards of any kind
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will be payable for any fiscal year in which earnings per
share falls below a specified amount.

2. Key Financial Goals and Awards: To assure fiscal
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soundness and provide solid funding for all awards, a
meaningful portion of every Participant's MIP award
opportunity shall be linked to Company performance against key
financial objectives. Company goals shall mean designated
performance objectives for the Company on a consolidated
basis.

3. Subsidiary/Division and Unit/Individual Goals and Awards:
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A meaningful portion of a Participant's MIP award will be tied
to the performance of his or her subsidiary or division as
well as his or her unit's and/or individual performance.

Awards under MIP are intended to qualify as "other performance
based compensation" under Section 162(m)(4)(c) of the Internal
Revenue Code of 1986, as amended, and the regulations thereunder.
MIP shall be interpreted and construed in a manner consistent with
such purpose.

DEFINITIONS

The following words and phrases, when used below, unless the
context clearly otherwise requires, shall have the following
respective meanings:

a. Company. Reinsurance Group of America,
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Incorporated and its direct and indirect subsidiaries.

b. Compensation. An award to which a Participant is
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entitled under MIP.

c. Discretionary Compensation. Compensation which,
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but for the paragraph entitled "Discretionary
Compensation" below, would not be Performance Based
Compensation, in whole or in part, because a
Participant's entitlement to all or part of such
Compensation is based upon the exercise of
discretion by the Compensation Committee.

d. Participant. An eligible associate of
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Reinsurance Group of America, Incorporated or one of
its direct or indirect subsidiaries who is
designated by the Compensation Committee,
pursuant to the paragraph entitled "Participation"
below, as a participant in MIP.

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Exhibit 10.17

e. Performance Based Compensation. Compensation
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which is computed based upon the attainment of one
or more pre-established, objective Performance
Goals. In order for Compensation to be Performance
Based Compensation, a third party, having knowledge
of the relevant facts, must be able to determine
whether the goals have been achieved and the amount
of Compensation payable because of such achievement.

f. Performance Goal. A business criterion that
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applies to a Participant, the Company or a
particular subsidiary, division or unit of the
Company.

g. Performance Grid. The worksheet on which the
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Performance Goals for each Participant
and the potential amount of Performance Based
Compensation is set forth for each Plan
Year.

h. Salary. A Participant's base salary as of the
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later of the beginning of each Plan Year or
the date he or she becomes a Participant.

i. Plan Year. The year on which MIP is operated,
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which is presently the calendar year.

j. Unanticipated Extraordinary Event. A significant
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event which is not of a recurring nature, which does
not arise from the Company's business, which was not
anticipated at the beginning of the Plan Year when a
Participant's Performance Grid was established,
which impacts the gain from operations (GFO)
computed under GAAP for the Company or a subsidiary,
division or unit by at least $500,000 in a Plan
Year, and which would result in an unjustified
windfall or penalty in a Participant's Compensation
for such Plan Year. Any such event, the Participants
that it affects, and whether it provides a windfall
or penalty for each such Participant must be
determined by the Compensation Committee
prior to the end of the Plan year. Examples of
events which, if of sufficient magnitude
would be Unanticipated Extraordinary Events, are
changes in the tax laws, changes in
accounting rules, and acquisitions and dispositions.

PLAN ADMINISTRATION

Administration of MIP is divided as follows:

1. The Compensation Committee of the Board of Directors of
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Reinsurance Group of America, Incorporated (the Compensation
------------------------------------------------------------
Committee) has ultimate approval authority for each award
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made under MIP and shall annually monitor and approve:

* Participation and opportunity levels
* Company goals
* General design and mix of opportunity
* Total plan awards
* Performance Goals and their achievement

The Compensation Committee shall also review Unanticipated
Extraordinary Events. The intent of this review is to avoid
windfalls or penalties with respect to MIP awards. Any such
event, the Participants that is affects, and whether it
provides a windfall or penalty for any Participant must be
determined by the Compensation Committee prior to the end of
the Plan Year.

Each member of the Compensation Committee must be a "Non-
Employee Director" as defined in Rule 16b-3 promulgated by the
Securities and Exchange Commission and an "outside director"
as defined in Section 162(m)(4)(C)(i) of the Internal Revenue
Code of 1986, as amended.

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Exhibit 10.17

2. The Senior Management Committee of Reinsurance Group of
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America, Incorporated shall recommend all MIP actions and
---------------------
awards to the Compensation Committee for approval and shall
report any other MIP information as the Compensation Committee
may reasonably request.

3. The Executive Director - Human Resources of RGA Reinsurance
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Company shall be the general administrator of MIP. This
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will include maintenance of records, preparation of summary
materials for the Senior Management Committee, and ensuring
the payment of awards net of all applicable withholding.

PARTICIPATION

Participation in MIP shall be determined annually by the
Compensation Committee, in its discretion. Initially, all
associates in positions rated at 800 Hay points or more, Sales and
Marketing associates and managers rated at 500 or more Hay points
shall be eligible to participate in MIP. Participation one year
does not guarantee participation in subsequent years.

PERFORMANCE GOALS

Establishing Performance Goals. The Performance Goals for
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each Participant and the amount of Compensation payable if those
goals are met shall be established for each Plan Year by the
Compensation Committee no later than 90 days after the commencement
of the period of service to which the Performance Goals relate
(which will generally be the beginning of the Plan Year) and while
the outcome of whether or not those goals will be achieved is
substantially uncertain. However, in no event will such goals be
established after 25% of the period of service to which the goals
relate has elapsed. Such goals and the Compensation payable for
each Plan Year if the goals are achieved, including the portion of
such Compensation payable in cash, performance shares, or
otherwise, shall be set forth in each Participant's Performance
Grid.

As a general rule, all, or nearly all, performance objectives
shall be established by using quantifiable, numeric standards of
performance. Such objectives shall be established annually using
the following guidelines:

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LEVEL DEFINITION INCENTIVE ODDS OF
PAYABLE ATTAINMENT
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< Threshold Unacceptable None -----

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Threshold Good Modest 8 in 10

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Target Very Good Significant 5 in 10

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Maximum Outstanding Maximum 2 in 10
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When necessary, some objectives may reflect progress toward
multi-year results or may require a subjective determination of
attainment. For all goal-based performance levels, awards shall
be pro-rated for results between the specific objectives set at
Threshold, Target, and Maximum.

In all cases, performance measures and objectives must
receive a minimum of two levels of approval in order to be
effective, e.g., immediate supervisor, next level manager.

The Performance Goals and associated Compensation shall be
measured by goals for the Company, a particular subsidiary or
division, and a particular unit or individual.

Company Goals. The Company goals used to determine the
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overall Performance Goals and Compensation shall be determined by
reference to earnings per share and increase in total revenues of
the Company. Each will be given equal weight in the calculation.

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Exhibit 10.17

Setting Company goals serves:

a. To assure overall financial results that are consistent
with the payment of management incentives.

b. To reinforce teamwork and focus on annual operating
objectives for the Company as a whole.

c. To generally link relative cash compensation levels to
relative financial performance in the marketplace,
modified as needed by the realities of any given fiscal
year to preserve desired general odds of attainment as
established by MIP.

Subsidiary/Division and Unit/Individual Goals.
---------------------------------------------
Subsidiary/division goals consist of subsidiary or division
operating earnings, revenues, gains and premiums. Unit results
will be evaluated using either financial and/or operational
measures, including product development, client development,
revenues and earnings, and will support the overall objectives
of the business. Individual performance goals consist of product
development, client development as well as, in certain cases,
intangible items such as leadership capabilities, willingness to
work with associates across the organization, progress against
professional/personal developmental plans, and successful
completion of a major project in which the associate played a key
role. While the Company intends to tie individual performance to
clearly articulated and objective measures, it will be necessary,
and at times prudent, for management to use a certain degree of
discretion in evaluating individual results.

These goals are key parts of MIP and are included for three
main purposes:

a. The primary purpose is to require the establishment of
specific, focused, measurable performance goals of a
subsidiary/division and unit/individual nature.

b. A secondary purpose is to permit a meaningful
recognition of differences in performance and
contributions by subsidiaries/divisions or
units/individuals, especially when such differences are
not totally reflected in performance against Company
goals.

c. A final purpose is to provide flexibility in the
determination of total awards so that all key facets of
performance can be recognized for any given year,
especially unusual circumstances not totally reflected
in performance against goals.

Certification. No Compensation shall be payable to any
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Participant for any Plan Year unless and until the
Compensation Committee certifies that the Performance Goals and
any other material terms were in fact satisfied.

DISCRETIONARY COMPENSATION

To the extent that any part of the Compensation of a
Participant for a Plan Year would be Discretionary Compensation,
either because of the goals set forth on his or her Performance
Grid or because of the terms and conditions of MIP, other than
this paragraph, the Participant's Compensation for such Plan Year
shall be determined based upon the assumption that the maximum
amount of compensation which is Discretionary Compensation has
been earned. However, the Compensation Committee shall then have
the discretion to reduce such Discretionary Compensation in whole
or in part to the extent that it deems appropriate. For example,
if the individual element in a Participant's Performance Grid for
a particular Plan Year is not Performance Based Compensation, the
Participant will be deemed to have earned the maximum
Compensation payable based on his or her Performance Grid for
individual performance, and then the Compensation Committee, in
its sole discretion, shall have the right to reduce the component
of the Participant's Compensation based on his or her individual
performance in whole or in part. For further example, in the
event of an Unanticipated Extraordinary Event which would result
in a penalty for an affected Participant, there shall initially
be no downward adjustment in the Compensation that such a
Participant would have been entitled to receive if such event had
not occurred. In the event of an Unanticipated Extraordinary
Event which would result in a windfall for an affected
Participant, such Participant's Compensation shall initially be
computed on the assumption that the Unanticipated Extraordinary
Event was not such an event. However, the

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Exhibit 10.17

Compensation Committee shall then, in its sole discretion,
determine whether such Participant's Compensation, as so
determined initially, shall be adjusted downward by taking into
account or not taking into account the effect of such event in
whole or in part.

MAXIMUM COMPENSATION

The maximum amount of Compensation which shall be payable to
any Participant for any Plan Year shall not exceed $750,000.

INCENTIVE AWARDS AND BENEFIT PLANS

The Compensation Committee, in its discretion, may elect to
pay Compensation in cash or in the form of performance shares,
restricted stock, or other stock based awards. Any such stock-
based Compensation may be under the Executive Performance Share
Plan or the Flexible Stock Plan, as determined by the
Compensation Committee. Compensation shall be included as
"eligible compensation" for the Company's Retirement, Group Life
Insurance and Disability plans.

OTHER ADMINISTRATIVE ISSUES

1. MIP shall remain in effect until amended or terminated by
the Compensation Committee. The Company intends to maintain
MIP indefinitely but reserves the right to amend or
terminate it by appropriate Compensation Committee action at
any time if the Compensation Committee deems such action to
be in the best interests of the Company, its shareholders,
or its associates.

2. Participation in MIP is not a guarantee of employment,
participation in one year does not guarantee participation
in subsequent years, and participation shall be determined
on an individual basis as recommended by the Senior
Management Committee and approved by the Compensation
Committee.

3. A Participant whose active employment within the Company has
been terminated prior to the date awards are determined and
paid to other participants for any fiscal year shall forfeit
all rights to any award for such fiscal year. However, if
termination is due to retirement (at or after age 55), total
disability (as determined by the Compensation Committee on
the basis of appropriate medical evidence), or death, the
Compensation Committee shall authorize an applicable award,
generally on a pro rated basis. Such award shall be
determined on a case-by-case basis, but the following will
serve as general guidelines in the absence of unusual
circumstances:

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TYPE OF AWARD AWARD PAYABLE

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Company/Goal Award A percentage of salary earned, based on
the Company's performance at the time
of termination.
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Unit/Individual Award As recommended by the Senior Management
Committee and generally a Target level
award, based on salary earned.
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4. Mid-year changes in participation, or participation levels,
will be made as appropriate and as recommended by the Senior
Management Committee and approved by the Compensation
Committee. Determinations will be on a case-by-case basis,
but as a general rule the following will apply:

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Exhibit 10.17

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LEVEL ACTION

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Hired or promoted into participating position Award will be a percentage of salary
earned while in the participating position.
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Change in duties where salary level Pro rata revision in opportunity level
changed by at least 15% (up or down, or revised mix).
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Demotion to a position no longer designated Percentage of salary earned while in
for participation participating position will be possible,
depending on circumstances.
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5. All award opportunities will be expressed as a percentage of
salary earned from January 1 through December 31.

6. A Participant whose individual performance is deemed to be
unsatisfactory by the Senior Management Committee will
forfeit his or her MIP award if such forfeiture is
recommended by the Senior Management Committee and approved
by the Compensation Committee. A similar forfeiture can
occur for members of the Senior Management Committee as
determined by the Compensation Committee.

7. No Compensation will be payable for years beginning after
1995 unless MIP, as amended, and the material terms upon
which Compensation may be paid under MIP, are approved by
the shareholders of the Reinsurance Group of America,
Incorporated.