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                                                                   Exhibit 10.23

                                 AMENDMENT NO. 2

                          Dated as of February 25, 2005

                                       to

                   FIRST AMENDED AND RESTATED CREDIT AGREEMENT
                            Dated as of May 23, 2003

REINSURANCE GROUP OF AMERICA, INCORPORATED, as Borrower, the BANKS party hereto
and THE BANK OF NEW YORK, as Administrative Agent, agree as follows:

      1. Existing Credit Agreement. This Amendment No. 2 (the "Amendment")
relates to and amends that certain First Amended and Restated Credit Agreement,
dated as of May 23, 2003 among Reinsurance Group of America, Incorporated, as
Borrower, The Bank of New York, as Administrative Agent, Bank of America, N.A.
and Fleet National Bank, as Co-Syndication Agents and KeyBank National
Association, as Documentation Agent (as amended by Amendment No. 1 dated as of
October 10, 2003, the "Existing Credit Agreement"). Terms used but not defined
in this Amendment are used herein with the meaning ascribed to them in the
Existing Credit Agreement.

      2. Amendments. On and after the Effective Date (as defined below), the
Existing Credit Agreement shall be amended as follows:

            (a) Section 4.17 (Transactions with Affiliates) of the Existing
            Credit Agreement is hereby amended by inserting the phrase ",
            including, in any event, pursuant to Section 4.12," at the end of
            clause (a) thereof such that the entire Section 4.17 reads as
            follows:

                  Section 4.17. Transactions with Affiliates. Effect any
            transaction with any Affiliate that is (a) outside the ordinary
            course of business and not otherwise explicitly permitted under the
            Loan Documents, including, in any event, a Restricted Payment
            permitted by Section 4.12, or (b) on a basis less favorable than
            would at the time be obtainable for a comparable transaction in
            arm's-length dealing with an unrelated third party.

            (b) Section 10.01 (Defined terms) of the Existing Credit Agreement
            is hereby amended by deleting therefrom the definition of "Change of
            Control" in its entirety and replacing it with the following:

                  "Change of Control" with respect to the Borrower, shall be
            deemed to have occurred if at any time: (i) any Person, or group of
            Persons acting in concert, other than MetLife Inc. and its
            Subsidiaries, beneficially owns, directly or indirectly more than
            20% of the Capital Securities of the Borrower entitled to vote in
            elections of the Board of Directors of the Borrower; (ii) any
            Person, or group of Persons acting in concert, other than MetLife
            Inc. and its Subsidiaries, has the power, directly or indirectly, to
            elect the majority of the Board of Directors of the Borrower; or
            (iii) a majority of the seats (other than vacant seats) on the Board
            of Directors of the Borrower shall at any time be occupied by
            Persons who were not (x) directors on February 25, 2005, (y)
            nominated by the Board of Directors of the Borrower (as constituted
            on February 25, 2005) or (z) appointed by directors so nominated.

      3. Continuing Effect of Existing Credit Agreement. The provisions of the
Existing Credit Agreement, as amended hereby, are and shall remain in full force
and effect and are hereby in all respects confirmed, approved and ratified.

      4. Representations and Warranties. In order to induce the Administrative
Agent and the Banks to agree to this Amendment, the Borrower hereby represents
and warrants as follows:

Each representation and warranty made by the Borrower in any Loan Document is,
both before and after giving effect to this Amendment, true and correct at and
as of the Effective Date, and, both before and after giving effect to this
Amendment, no Default or Event of Default is continuing at and as of the
Effective Date.

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      5. Conditions to Effectiveness. This Amendment shall be effective as of
the date first written above, but shall not become effective as of such date
until the date (the "Effective Date") that each of the following conditions
shall have been satisfied in the sole determination of the Administrative Agent:

            a)    the Administrative Agent shall have received each of the
                  following, in form and substance satisfactory to the
                  Administrative Agent:

                    i.  this Amendment duly executed by the Borrower and the
                        Required Banks; and

                    ii. such other information, documents or materials as the
                        Administrative Agent may have requested pursuant to the
                        Loan Documents; and

            b)    the Administrative Agent shall have received all fees and
                  expenses payable pursuant to the Loan Documents and this
                  Amendment including the fees and disbursements of legal
                  counsel retained by the Agent (if an invoice for such fees and
                  disbursements of such counsel has been delivered to the
                  Borrower).

      6. Governing Law. This Amendment shall, pursuant to New York General
Obligations Law 5-1401, be construed in accordance with and governed by the laws
of the State of New York.

      7. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereon were upon the same instrument.

      8. Headings. Section headings in this Amendment are included herein for
convenience and reference only and shall not constitute a part of this Amendment
for any other purpose.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be
executed by their duly authorized officers all as of the date first above
written.

                                    REINSURANCE GROUP OF AMERICA,
                                      INCORPORATED, as Borrower

                                    By: /s/ Todd C. Larson
                                      ---------------------------------------
                                      Name:  Todd C. Larson
                                      Title:  Sr. V.P. Controller & Treasurer

                                    THE BANK OF NEW YORK, as a Bank

                                    By: /s/ Benjamin Balkind
                                      ---------------------------------------
                                      Name: Benjamin Balkind
                                      Title: Managing Director

                                    BANK OF AMERICA, N.A.
                                      as a Bank

                                    By: /s/ Jeffrey M. Shaver
                                      ---------------------------------------
                                      Name: Jeffrey M. Shaver
                                      Title: Vice President

                                    ROYAL BANK OF CANADA
                                      as a Bank

                                    By: /s/ Evan Glass
                                      ---------------------------------------
                                      Name: Evan Glass
                                      Title: Authorized Signatory

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                                    KEYBANK NATIONAL ASSOCIATION
                                      as a Bank

                                    By: /s/ SUZANNAH HARRIS
                                      ---------------------------------------
                                      Name:  Suzannah Harris
                                      Title: Asst. Vice President

                                    STATE STREET BANK AND TRUST COMPANY
                                      as a Bank

                                    By: /s/ Lise Anne Boutiette
                                      ---------------------------------------
                                      Name:  Lise Anne Boutiette
                                      Title: Vice President