DEPOSIT AGREEMENT among BRIGHTHOUSE FINANCIAL, INC., COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., collectively, as Depositary, and The Holders From Time to Time of the Receipts Described Herein Dated as of March 25, 2019Deposit Agreement • March 25th, 2019 • Brighthouse Financial, Inc. • Life insurance • New York
THIS DEPOSIT AGREEMENT, dated as of March 25, 2019, among Brighthouse Financial, Inc., a Delaware corporation (the “Corporation”), Computershare Inc., a Delaware corporation (“Computershare”), and its wholly owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (the “Trust Company” and together with Computershare, collectively, the “Depositary”), and the Holders from time to time of the Receipts (as defined below).
BRIGHTHOUSE FINANCIAL, INC. 17,000,000 Depositary Shares, Each Representing a 1/1,000th Interest in a Share of Underwriting AgreementUnderwriting Agreement • March 25th, 2019 • Brighthouse Financial, Inc. • Life insurance • New York
The Preferred Shares will, when issued, be deposited by the Company against delivery of depositary receipts (the “Depositary Receipts”) to be issued by the Depositary (as defined below) pursuant to a deposit agreement (the “Deposit Agreement”), to be dated as of March 25, 2019, among the Company, Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary (the “Depositary”), and holders from time to time of the Depositary Receipts issued thereunder to evidence the Securities. Each Security will represent a 1/1,000th interest in one Preferred Share pursuant to the Deposit Agreement. The terms of the Preferred Shares will be set forth in a certificate of designations (the “Certificate of Designations”), the proposed form of which has been provided to the Underwriters, to be filed by the Company with the Secretary of State of the State of Delaware.
