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                                                                     EXHIBIT 4.1

                      FOURTH AMENDMENT TO RIGHTS AGREEMENT

         This FOURTH AMENDMENT (this "Amendment"), dated effective as of August
23, 1999, to the Rights Agreement, dated as of May 4, 1993, as amended by that
certain amendment dated as of July 26, 1995, by that Second Amendment to Rights
Agreement dated as of April 22, 1998, and by that Third Amendment to Rights
Agreement dated as of August 13, 1999 (the "Rights Agreement"), between
REINSURANCE GROUP OF AMERICA, INCORPORATED, a Missouri corporation (the
"Company"), and CHASEMELLON SHAREHOLDER SERVICES, L.L.C. (formerly known as
Boatmen's Trust Company), as Rights Agent (the "Rights Agent").

W I T N E S S E T H

         WHEREAS, the Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement;

         WHEREAS, Section 1(a) of the Rights Agreement provides that General
American Life Insurance Company, including its subsidiaries and affiliates, is
excluded from the definition of "Acquiring Person" for purposes of the Rights
Agreement;

         WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company
may from time to time supplement or amend the Rights Agreement in accordance
with the provisions of Section 27 thereof; and

         WHEREAS, all acts and things necessary to make this Amendment a valid
agreement, enforceable according to its terms, have been done and performed, and
the execution and delivery of this Amendment by the Company and the Rights Agent
have been in all respects duly authorized by the Company and the Rights Agent.



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         In consideration of the foregoing and the mutual agreements set forth
herein, the parties hereto agree as follows:

   1.    Section 1(a) of the Rights Agreement is hereby modified and amended as
follows: by deleting clause (i) thereof in its entirety and replacing it with
the following:

                  (i)    General American Life Insurance Company, including its
    Subsidiaries and Affiliates ("General American"); any governmental
    authority, agency or official who is deemed, by virtue of a court order or
    exercise of insurance regulatory authority granted by applicable statute or
    regulation, to be the Beneficial Owner of securities representing Voting
    Power held by General American prior to the effectiveness of such court
    order or the exercise of such authority; or Metropolitan Life Insurance
    Company, including its Subsidiaries and Affiliates, or the Company, any
    Subsidiary of the Company, any employee benefit plan or compensation
    arrangement of the Company or any Subsidiary of the Company, or any entity
    holding securities of the Company to the extent organized, appointed or
    established by the Company or any Subsidiary of the Company for or pursuant
    to the terms of any such employee benefit plan or compensation arrangement

    2.   This Amendment shall be governed by and construed in accordance with
the laws of the State of Missouri and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts to
be made and performed entirely within such State.

    3.   This Amendment may be executed in any number of counterparts, each of
which shall be an original, but such counterparts shall together constitute one
and the same instrument.





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Terms not defined herein shall, unless the context otherwise requires, have the
meanings assigned to such terms in the Rights Agreement.

    4.   In all respects not inconsistent with the terms and provisions of this
Amendment, the Rights Agreement is hereby ratified, adopted, approved and
confirmed. In executing and delivering this Amendment, the Rights Agent shall be
entitled to all the privileges and immunities afforded to the Rights Agent under
the terms and conditions of the Rights Agreement.

    5.   If any term, provision, covenant or restriction of this Amendment is
held by a court of competent jurisdiction or other authority to be invalid, void
or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment, and of the Rights Agreement, shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and attested, all as of the date and year first above written.

REINSURANCE GROUP OF AMERICA, INCORPORATED

By:  _______________________________________

Attest:______________________________________

CHASEMELLON SHAREHOLDER SERVICES, L.L.C.

By: ________________________________________

Attest:______________________________________

RGA Rights Am Four







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