AMENDMENT NO. 2 TO THE PARTICIPATION AGREEMENT DATED MAY 3, 2004, AS PREVIOUSLY AMENDED

                             AMENDMENT NO. 2 TO THE
                   PARTICIPATION AGREEMENT DATED MAY 3, 2004,
                             AS PREVIOUSLY AMENDED

     Amendment to the Participation Agreement (the "Agreement") by and between
The Merger Fund VL, Westchester Capital Management, Inc. and MetLife Insurance
Company of Connecticut (the "Company"), on behalf of itself and certain of its
separate accounts.

     WHEREAS, on November 14, 2014, the Company changed its name to MetLife
Insurance Company USA and changed its state of domicile from Connecticut to
Delaware;

     WHEREAS, the parties desire to amend the Agreement to update the separate
accounts listed in Schedule A and to further revise the Agreement as provided
herein;

     NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and conditions set forth herein, and for other good and valuable
consideration, the parties agree to amend the Agreement as follows:

     1.   The name of the Company in the Agreement is hereby changed to MetLife
          Insurance Company USA and the reference to the Company as organized
          under the laws of the State of Connecticut is hereby changed to refer
          to the State of Delaware;

     2.   Article XI of the Agreement entitled "Notices" is hereby amended as
          follows:

     "If to the Company:

          MetLife
          ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
          ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
          Attn: Law Department"

     3.   Schedule A of the Agreement is hereby deleted in its entirety and
          replaced with Schedule A attached hereto.

IN WITNESS WHEREOF, each of the parties has caused this Amendment No. 2 to the
Agreement to be executed in its name and on its behalf by and through its duly
authorized officer signing below.

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                                  THE MERGER FUND VL

                                  By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
                                      ------------------------------------------
                                  Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇,
                                  Title: Chief Compliance Officer
                                  Date: 12/19/14

                                  WESTCHESTER CAPITAL MANAGEMENT, LLC

                                  By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
                                      ------------------------------------------
                                  Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇,
                                  Title: Chief Compliance Officer
                                  Date: 12/19/14

                                  METLIFE INSURANCE COMPANY USA

                                  By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
                                      ------------------------------------------
                                  Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
                                  Title: Vice President
                                  Date: 3-4-15

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                                   SCHEDULE A

The following Separate Account(s) of MetLife Insurance Company USA are permitted
in accordance with the provisions of this Agreement to invest in the
Portfolio(s) of the Fund shown in Schedule B:

NAME OF SEPARATE ACCOUNT(S)
---------------------------

MetLife of CT Fund UL for Variable Life Insurance

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