DATE:       July 30, 2015

TO:         MetLife Insurance Company USA (the "COMPANY")

FROM:       Catalyst Re Ltd. (the "REINSURER")

SUBJECT:    Notice of Final Adjusted Recapture Payment Amount in respect of the
            Amended and Restated Indemnity Retrocession Agreement, effective as
            of October 1, 2005 between MetLife Insurance Company USA and
            Catalyst Re, Ltd. (the "AGREEMENT")

--------------------------------------------------------------------------------

Dear Mr. Baron,

      We refer to your acceptance of the Reinsurer's offer for the recapture of
the Reinsured Risks (as defined in the Agreement) (such acceptance, which is
attached hereto, is hereafter referred to as the "RECAPTURE ACCEPTANCE"). We
hereby notify you that the Final Adjusted Recapture Payment Amount in respect of
the Recapture Acceptance is USD [redacted]. The Final Recapture Payment Amount
is due and payable by the Company to the Reinsurer, at the account listed below,
on JULY 31, 2015.
   -------------

                CURRENCY ACCOUNT NO CORRESPONDENT       SWIFT CODE
                ---------------------------------       ----------

                [redacted]

                (FEDWIRE INSTRUCTIONS)
                [redacted]

      Upon settlement of the Final Adjusted Recapture Payment Amount, the
Reinsurer's  liability for Reinsured Risks (as defined in the Agreement) will
terminate pursuant to the provisions of the Agreement, specifically
Article VIII, paragraph 2.


Best regards,


/s/ Christopher Garrod
----------------------------
Name: Christopher Garrod
Title: Director