EXHIBIT 10.14

                             SECOND AMENDMENT TO THE
                   REINSURANCE GROUP OF AMERICA, INCORPORATED
                               FLEXIBLE STOCK PLAN

                 AS AMENDED AND RESTATED EFFECTIVE JULY 1, 1998

      WHEREAS, Reinsurance Group of America, Incorporated (the "Company")
established the Reinsurance Group of America, Incorporated Flexible Stock Plan
(the "Plan") to enhance the ability of the Company to reward and provide stock
based incentives to its key employees; and

      WHEREAS, the Company's shareholders previously approved the Plan and an
amendment thereto; and

      WHEREAS, on March 15, 2000, the Board of Directors of the Company approved
an amendment to the Plan, subject to shareholder approval, to increase the total
number of shares authorized for issuance under the Plan by 1,500,000 shares; and

      WHEREAS, the Company's shareholders approved the amendment on May 24,
2000; and

      WHEREAS, on January 29, 2003, the Compensation Committee of the Board of
Directors of the Company approved a second amendment to the Plan, subject to
shareholder approval, to increase the total number of shares authorized for
issuance under the Plan by 1,500,000 shares.

      NOW, THEREFORE, the Company hereby amends the Plan as follows:

      1. Effective upon the date of approval of this amendment by the Company's
shareholders, Section 3.1 of the Plan is amended in its entirety to read as
follows:

            3.1 Number of Shares. The number of Shares which may be issued or
            sold or for which Options, SARs or Performance Shares may be granted
            under the Plan shall be 6,260,077 Shares. Such number of Shares
            shall increase annually, effective as of the first day of each
            Fiscal Year, by the number of Shares equal to 5% of the number of
            Shares allocated to this Plan as of the first day of such Fiscal
            Year. Such Shares may be authorized but unissued Shares, Shares held
            in the treasury, or both.

      2. Capitalized terms used herein shall have the same meanings ascribed to
them in the Plan.

      IN WITNESS WHEREOF, Reinsurance Group of America, Incorporated hereby
adopts the foregoing amendment this 28th day of May, 2003.

                        REINSURANCE GROUP OF AMERICA, INCORPORATED


                        By: /s/ A. Greig Woodring
                            ---------------------
                        A. Greig Woodring, President and Chief Executive Officer