DELAWARE                              Page 1
                                    --------
                                The First State


     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE,
DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "METLIFE INSURANCE COMPANY USA", CHANGING ITS NAME FROM "METLIFE
INSURANCE COMPANY USA" TO "BRIGHTHOUSE LIFE INSURANCE COMPANY", FILED IN THIS
OFFICE ON THE SIXTH DAY OF DECEMBER, A.D. 2016, AT 4:55 O'CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID
CERTIFICATE OF AMENDMENT IS THE SIXTH DAY OF MARCH, A.D. 2017.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.

                                                /s/ Jeffrey W. Bullock
                                       -----------------------------------------
                                         Jeffrey W. Bullock, Secretary of State
        [LOGO OF SECRETARY'S OFFICE]

5629009  8100                                          Authentication: 203459897
SR# 20166938812                                                   Date: 12-06-16

You may verify this certificate online at corp.delaware.gov/authver.shtml



         STATE OF DELAWARE
         SECRETARY OF STATE
      DIVISION OF CORPORATIONS
   DELIVERED 04:55 PM 12/06/2016
     FILED 04:55 PM 12/06/2016
SR 20166938812 - FILE NUMBER 5629009


                           CERTIFICATE OF AMENDMENT

                                       OF

                         CERTIFICATE OF INCORPORATION

                                       OF

                         METLIFE INSURANCE COMPANY USA

                            Pursuant to Section 242
           of the General Corporation Law of the State of Delaware
           -------------------------------------------------------

     MetLife Insurance Company USA (the "Corporation"), a corporation duly
                                         -----------
organized and existing under the General Corporation Law of the State of
Delaware (the "DGCL"), hereby does certify that:
               ----

               1. The Certificate of Incorporation of the Corporation is hereby
     amended by deleting Article FIRST thereof and inserting the following in
     lieu thereof:

               "FIRST. The name of the corporation is Brighthouse Life Insurance
               Company (the "Corporation")."

               2. That the foregoing amendment of the Certificate of
     Incorporation was duly adopted by the Board of Directors of the Corporation
     pursuant to Section 242 of the DGCL.

               3. This Certificate of Amendment shall be effective on
     March 6, 2017.



      IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed this 6th day of December, 2016.

                                               METLIFE INSURANCE COMPANY USA

                                               By: /s/ D. Burt Arrington
                                                   -----------------------------
                                                   Name: D. Burt Arrington
                                                   Title: Secretary



   [Signature Page to MetLife Insurance Company USA Certificate of Amendment]