AMENDMENT NO. 1 TO WARRANT AGREEMENT

Exhibit 4.2

AMENDMENT NO. 1 TO
WARRANT AGREEMENT

          THIS AMENDMENT NO. 1 TO WARRANT AGREEMENT (this “Amendment”) is made and entered into this 12th day of September, 2008, by and between Reinsurance Group of America, Incorporated (the “Company”) and The Bank of New York Mellon Trust Company, N.A., as successor Warrant Agent (the “Warrant Agent”) to The Bank of New York, effective as of the Acceptance Time (as defined below).

           WHEREAS , the Company and The Bank of New York are parties to that certain Warrant Agreement, dated as of December 18, 2001 (the “Warrant Agreement”);

           WHEREAS , the Warrant Agent has been appointed as the successor warrant agent under the Warrant Agreement;

           WHEREAS , pursuant to that certain Recapitalization and Distribution Agreement, dated June 1, 2008, by and between the Company and MetLife, Inc. (the “Recapitalization Agreement”), the Company has agreed to engage in a series of transactions pursuant to which, among other things, the Company’s common stock, $0.01 par value, will be reclassified as Class A common stock, $0.01 par value, of the Company, effective as of the Acceptance Time (as defined in the Recapitalization Agreement);

           WHEREAS , the Company has provided notice to the Warrant Agent and the Holders of such reclassification of the Company’s common stock as Class A common stock as required under Section 4.05 of the Warrant Agreement;

           WHEREAS , Section 4.02(a)(i) of the Warrant Agreement provides that the Company shall execute with the Warrant Agent an amendment to the Warrant Agreement, pursuant to Section 9.01 of the Warrant Agreement, in connection with a reclassification of the Company’s common stock, and the Recapitalization (as defined in the Recapitalization Agreement) constitutes such a reclassification; and

           WHEREAS , in connection with the amendment of the Warrant Agreement, pursuant to Section 4.06 of the Warrant Agreement, the Company desires to adjust the Form of Warrant Certificate attached as Exhibit A to the Warrant Agreement in accordance with the terms and conditions of the Warrant Agreement, as hereby so amended.

           NOW, THEREFORE , the parties hereto agree as follows:

          1. Any terms not defined in this Amendment shall have the meaning set forth in the Warrant Agreement.

          2. The definition of “ Common Stock ” in Section 1.01 of the Warrant Agreement shall be deleted in its entirety and replaced with the following text:

“ Common Stock ” means the class A common stock, par value $0.01 per share, of the Company, or any shares into which such class A common stock may be reclassified from time to time pursuant to Section C(viii) of Article Three of the Company’s Amended and Restated Articles of Incorporation approved at the RGA special meeting of shareholders held on September 5, 2008, as the same meeting may be adjourned or postponed.

          3. A new Section 4.02(b) shall be added to the Warrant Agreement, and contains the following text:

(b) Notwithstanding any provision of Section 4.02(a), no amendment to the Agreement will be necessary upon a subsequent reclassification of the class A common stock, par value $0.01 per share, of the Company pursuant to Section C(viii) of Article Three of the Company’s Amended and Restated Articles of Incorporation approved at the RGA special meeting of shareholders held on September 5, 2008, as the same meeting may have been adjourned or postponed.

          4. Section 5.01(a)(vi) of the Warrant Agreement shall be deleted in its entirety and replaced with the following text:

(vi) In the event of a Failed Remarketing: (1) the Warrants will still be redeemed for cash, Common Stock or a combination thereof (as applicable) in an amount equal to the Warrant Redemption Amount on the Redemption Date and (2) Holders of Warrants who have elected to exercise their Warrants (which final date for election will occur after the Remarketing Date) will be obligated to tender the applicable Exercise Price in cash.

          5. Section 9.02(a) of the Warrant Agreement shall be deleted in its entirety and replaced with the following text:

(a) Any communications from the Company to the Warrant Agent with respect to this Agreement shall be addressed to The Bank of New York Mellon Trust Company, N.A., 2 North LaSalle Street, Suite 1020, Chicago, Illinois, 60602, Telecopier No.: 312-827-8542, Attention: Corporate Trust Administration;

          6. The Form of Warrant Certificate, which is attached to the Warrant Agreement as Exhibit A, shall be deleted in its entirety and replaced with the Form of Warrant Certificate attached hereto as Exhibit A (the “New Form of Warrant”).

          7. The recitals contained herein shall be taken as the statements of the Company, and the Warrant Agent assumes no responsibility for their accuracy. The Warrant Agent makes no

representations as to the validity or sufficiency of this First Supplement or the Form of Warrant Certificate.

          8. Except as expressly set forth in this Amendment, the terms and provisions of the Warrant Agreement shall be unchanged by this Amendment and the Warrant Agreement shall otherwise remain in full force and effect.

          9. This Amendment may be executed by the parties hereto in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original; but all such counterparts shall together constitute but one and the same instrument.

          10. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

[Signature page follows . ]

      IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

Exhibit A

FORM OF WARRANT CERTIFICATE

THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE UNIT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), OR A NOMINEE OF THE DEPOSITARY (“DTC”). THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE WARRANT AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS GIVEN TO IT IN THE WARRANT AGREEMENT REFERRED TO HEREIN.

WARRANTS TO PURCHASE COMMON STOCK OF
REINSURANCE GROUP OF AMERICA, INCORPORATED

     THIS CERTIFIES THAT                                          ., or its registered assigns, is the registered holder of the number of Warrants given to it above (the “ Warrants ”) as increased or decreased as provided for in Schedule A hereto. Each Warrant entitles the holder thereof (the “ Holder ”), at its option and subject to the provisions contained herein and in the Warrant Agreement referred to below, to purchase from Reinsurance Group of America, Incorporated, a Missouri corporation

(the “ Company ”),                                          shares, subject to certain adjustments as set forth in the Warrant Agreement, of Common Stock at the Exer