First Amendment to Term Loan Agreement, dated as of May 31, 2019, by and among Brighthouse Financial, Inc., the banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent

This FIRST AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) is made and entered into as of May 31, 2019 by and among BRIGHTHOUSE FINANCIAL, INC., a Delaware corporation (the “Company”), the undersigned BANKS and the Administrative Agent (as defined below). Reference is made to that certain Term Loan Agreement, dated as of February 1, 2019 (the “Credit Agreement”), by and among the Company, the Banks from time to time party thereto and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”). Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Credit Agreement.

WHEREAS, the Company has requested that the Administrative Agent and the undersigned Banks agree to amend the Credit Agreement in the manner set forth herein;

WHEREAS, the undersigned Banks and the Administrative Agent are willing to amend the Credit Agreement, on the terms and subject to the conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Loan Document. This Amendment shall constitute a Credit Document for all purposes of the Credit Agreement and the other Credit Documents.

2.    Amendment to the Credit Agreement.

(a)    Section 1.01 of the Credit Agreement is hereby amended by deleting the reference to “Revolver Effective Date” contained in the definition of “Adjusted Consolidated Net Worth” and substituting in lieu thereof the text: “August 4, 2017.”

(b)    Section 5.12 of the Credit Agreement is hereby amended by deleting the reference to “$150,000,000” contained therein and substituting in lieu thereof the text: “$250,000,000.”

3.    Conditions to Effectiveness of Amendment. This Amendment shall become effective upon receipt by the Administrative Agent of a counterpart signature to this Amendment duly executed and delivered by the Company, the Administrative Agent and the Required Banks.

4.    Expenses. The Company agrees to pay promptly following written demand the reasonable and documented out-of-pocket expenses incurred by Administrative Agent (including the reasonable fees, charges and disbursements of one outside counsel) in connection with the negotiation, preparation, execution and delivery of this Amendment.

5.    No Implied Amendment or Waiver. Except as expressly set forth in this Amendment, this Amendment shall not, by implication or otherwise, limit, impair, constitute a waiver of or otherwise affect any rights or remedies of the Banks under the Credit Agreement or the other Credit Documents, or alter, modify, amend or in any way affect any of the terms, obligations

or covenants contained in the Credit Agreement or the other Credit Documents, all of which shall continue in full force and effect. Nothing in this Amendment shall be construed to imply any willingness on the part of the Banks to agree to or grant any similar or future amendment, consent or waiver of any of the terms and conditions of the Credit Agreement or the other Credit Documents.

6.    Counterparts; Governing Law. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of such when so executed and delivered shall be an original, but all of such counterparts shall together constitute but one and the same agreement. Delivery of an executed counterpart of a signature page of this Amendment by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Amendment. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

By: /s/ James S. Mintzer    

Name: James S. Mintzer

By: /s/ Chris Choi    

Name: Chris Choi

Title: Director

BNP Paribas, as a Bank

By: /s/ Marguerite L. Lebon    

Name: Marguerite L. Lebon

Title: Vice President

By: /s/ Michael Albanese    

Name: Michael Albanese

Title: Managing Director

HSBC Bank USA, National Association as a Bank

By: /s/ Daniel Hartmann    

Name: Daniel Hartmann

By: /s/ Tenzin Subhar    

Name: Tenzin Subhar

Title: Vice President

Citizens Bank, N.A., as a Bank

By: /s/Donald A. Wright    

Name: Donald A. Wright

Title: SVP

Credit Agricole Corporate and Investment Bank, as a Bank

By: /s/ Gordon Yip    

Name: Gordon Yip

Title: Director

By: /s/ Myra Martinez    

Name: Myra Martinez

Title: Vice President

Fifth Third Bank, as a Bank

By: /s/ Christine Reyling    

Name: Christine Reyling

Title: Senior Vice President

By: /s/ Paul Gleason    

Name: Paul Gleason

Title: Vice President

By: /s/ Kenneth M. Harris    

Name: Kenneth M. Harris

Title: Senior Vice President

MUFG Bank, Ltd., as a Bank

By: /s/ Rajiv Ranjan    

Name: Rajiv Ranjan

Title: Vice President

By: /s/ Karen Hanke    

Name: Karen Hanke

Title: Managing Director

By: /s/ Liliana Huerta Correa    

Name: Liliana Huerta Correa

Title: Senior Vice President

By: /s/ James Cribbet    

Name: James Cribbet

Title: SVP

By: /s/ Arun Bansal    

Name: Arun Bansal

Title: Managing Director