Exhibit 3.1
CERTIFICATE OF DESIGNATIONS OF
FIXED-RATE RESET NONCUMULATIVE PERPETUAL
PREFERRED STOCK, SERIES A
OF JACKSON FINANCIAL INC.
DATED AS OF MARCH 10, 2023
Jackson Financial Inc., a corporation organized
and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the
provisions of Sections 103 and 151 thereof, does hereby certify:
That pursuant to the authority conferred upon
the Board of Directors of the Corporation (the “Board”), by the Third Amended and Restated Certificate of Incorporation
and the Amended and Restated By-Laws of the Corporation and applicable law, the Board authorized the issuance and sale by the Corporation
of shares of its preferred stock and the formation of a Preferred Stock Committee of the Board (the “Preferred Stock Committee”)
at a meeting duly convened and held on February 14, 2023, and pursuant to the authority conferred upon the Committee in accordance
with Section 141(c) of the General Corporation Law of the State of Delaware and the resolutions of the Board, the Committee
adopted the following resolution by unanimous consent on March 6, 2023, creating a series of 24,000 shares of preferred stock of
the Corporation designated as “Fixed-Rate Reset Noncumulative Perpetual Preferred Stock, Series A”:
RESOLVED, that the Preferred Stock Committee
hereby authorizes and approves (i) a series of preferred stock consisting of 24,000 shares, designated “Fixed-Rate Reset Noncumulative
Perpetual Preferred Stock, Series A,” carrying an initial dividend rate of 8.000% per annum on the liquidation preference
thereof, and otherwise having the terms, rights and preferences set forth in the Certificate of Designations creating such series of
preferred stock (such preferred stock, the “Preferred Stock”, and such Certificate of Designations, the “Certificate
of Designations”), and (ii) the Certificate of Designations substantially in the form attached [thereto] as Exhibit A
[the terms of which are set forth below];
Section 1. Designation.
There is hereby created out of the authorized and unissued shares of preferred stock of the Corporation a series of preferred stock designated
as the “Fixed-Rate Reset Noncumulative Perpetual Preferred Stock, Series A” (the “Series A Preferred
Stock”). Each share of Series A Preferred Stock shall be identical in all respects to every other share of Series A
Preferred Stock.
Section 2. Number
of Shares. The authorized number of shares of Series A Preferred Stock shall be 24,000. Shares of Series A Preferred Stock
that are redeemed, purchased or otherwise acquired by the Corporation shall be canceled and shall revert to authorized but unissued shares
of preferred stock of the Corporation undesignated as to series.
Section 3. Definitions.
As used herein with respect to Series A Preferred Stock:
(a) “Agent
Members” has the meaning set forth in Section 8(b).
(b) “Business
Day” means any day other than (i) a Saturday or Sunday or (ii) a day on which banking institutions in The City of
New York are authorized or required by law or executive order to remain closed.
(c) “By-Laws”
means the Amended and Restated By-Laws of the Corporation, effective as of December 8, 2022, as the same may be amended from time
to time.
(d) “Calculation
Agent” means, at any time, the person or entity appointed by the Corporation and serving as such agent with respect to the
Series A Preferred Stock at such time. Unless the Corporation has previously validly called all shares of Series A Preferred
Stock for redemption, it shall appoint a Calculation Agent with respect to the Series A Preferred Stock prior to the Reset Dividend
Determination Date preceding the First Reset Date. The Corporation may terminate any such appointment and may appoint a successor agent
at any time and from time to time. The Corporation may appoint itself or one of its affiliates as the Calculation Agent.
(e) “Certificate
of Designations” means this Certificate of Designations relating to the Series A Preferred Stock, as it may be amended
from time to time.
(f) “Certificate
of Incorporation” means the Third Amended and Restated Certificate of Incorporation of the Corporation, as the same may be
amended from time to time, and shall include this Certificate of Designations.
(g) “Certificated
Series A Preferred Stock” has the meaning set forth in Section 8(a).
(h) “Commission”
means the United States Securities and Exchange Commission.
(i) “Common
Stock” means the common stock, par value $0.01 per share (or such other par value, or no par value, as such common stock may
have from time to time), of the Corporation.
(j) “Depositary
Shares” means the depositary shares, each representing a one-thousandth (1/1,000th) interest in a share of the Series A
Preferred Stock, evidenced by depositary receipts.
(k) “Dividend
Disbursement Agent” means Equiniti Trust Company (or any successor thereto), in its capacity as dividend disbursement agent.
(l) “Dividend
Payment Date” means each March 30, June 30, September 30 and December 30 of each year, commencing on June 30,
2023; provided that if any such date on which dividends would otherwise be payable is not a Business Day, then the Dividend Payment Date
shall be the next succeeding Business Day (without any adjustment to the amount of dividends paid).
(m) “Dividend
Period” means each period from, and including, a Dividend Payment Date (except that the initial Dividend Period will commence
on the original issue date of the Series Preferred Stock and continue to, but exclude, the first Dividend Payment Date) to, but
excluding, the next succeeding Dividend Payment Date; provided that for any share of Series A Preferred Stock issued after the date
of original issue of the Series A Preferred Stock, the first Dividend Period for such shares may commence on and include such other
date as the Board or a duly authorized committee of the Board shall determine and publicly disclose.
(n) “Exchange
Act” means the Securities Exchange Act of 1934, as amended.
(o) “First
Reset Date” means March 30, 2028.
(p) “Five-year
U.S. Treasury Rate” means, as of any Reset Dividend Determination Date, as applicable, (i) the average of the yields on
actively traded U.S. treasury securities adjusted to constant maturity, for five-year maturities, for the five Business Days appearing
(or, if fewer than five Business Days appear, such number of Business Days appearing) under the caption “Treasury Constant Maturities”
in the most recently published H.15 Daily Update as of 5:00 p.m. (Eastern Time) as of any date of determination; or (ii) if
there are no such published yields on actively traded U.S. treasury securities adjusted to constant maturity, for five-year maturities,
then the rate will be determined by interpolation between the average of the yields on actively traded U.S. treasury securities adjusted
to constant maturity for two series of actively traded U.S. treasury securities, (A) one maturing as close as possible to, but earlier
than, the Reset Date following the next succeeding Reset Dividend Determination Date and (B) the other maturing as close as possible
to, but later than, the Reset Date following the next succeeding Reset Dividend Determination Date, in each case for the five Business
Days appearing (or, if fewer than five Business Days appear, such number of Business Days appearing) under the caption “Treasury
Constant Maturities” in the H.15 Daily Update as of 5:00 p.m. (Eastern Time) as of any date of determination.
If the Corporation, in its sole discretion, determines
that the Five-year U.S. Treasury Rate cannot be determined in the manner applicable for such rate (which, as of the original issue date
of the Series A Preferred Stock, is pursuant to the methods described in clauses (i) or (ii) above) (a “Rate
Substitution Event”), the Corporation may, in its sole discretion, designate an unaffiliated agent or advisor, which may include
an unaffiliated underwriter for the offering of the Depositary Shares or any affiliate of any such underwriter (the “Designee”),
to determine whether there is an industry-accepted successor rate to the then-applicable base rate (which, as of the original issue date
of the Series A Preferred Stock, is the initial base rate). If the Designee determines that there is such an industry-accepted successor
rate, then the Five-year U.S. Treasury Rate shall be such successor rate and, in that case, the Designee may adjust the spread and may
determine and adjust the business day convention, the definition of Business Day and the Reset Dividend Determination Date to be used
and any other relevant methodology for determining or otherwise calculating such successor rate, including any adjustment factor needed
to make such successor rate comparable to the then-applicable base rate (which, as of the original issue date of the Series A Preferred
Stock, is the initial base rate) in each case, in a manner that is consistent with industry-accepted practices for the use of such successor
rate (the “Adjustments”). If the Corporation, in its sole discretion, does not designate a Designee or if the Designee
determines that there is no industry-accepted successor rate to then-applicable base rate, then the Five-year U.S. Treasury Rate will
be the same rate determined for the prior Reset Dividend Determination Date or, if this sentence is applicable with respect to the first
Reset Dividend Determination Date, 4.272%.
(q) “Global
Depositary” has the meaning set forth in Section 8(b).
(r) “Global
Legend” has the meaning set forth in Section 8(b).
(s) “Global
Series A Preferred Stock” has the meaning set forth in Section 8(b).
(t) “H.15
Daily Update” means the daily statistical release designated as such, or any successor publication, published by the Board
of Governors of the Federal Reserve System.
(u) “Holder”
and “Holder of Series A Preferred Stock” each mean a Person in whose name one or more shares of the Series A
Preferred Stock are registered.
(v) “Junior
Stock” means the Common Stock and any other class or series of stock of the Corporation hereafter authorized over which the
Series A Preferred Stock has preference or priority in the distribution of assets on any liquidation, dissolution, or winding-up
of the Corporation.
(w) “Liquidation
Preference Amount” means $25,000 per share of Series A Preferred Stock.
(x) “Nonpayment
Event” has the meaning specified in Section 7(b).
(y) “Parity
Stock” means any other class or series of stock of the Corporation that ranks on parity with the Series A Preferred Stock
in the distribution of assets upon any liquidation, dissolution, or winding-up of the Corporation.
(z) “Person”
means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint stock company, company,
limited liability company, trust, unincorporated association, or government or any agency or political subdivision thereof, or any other
entity of whatever nature.
(aa) “Preferred
Stock” means any and all series of preferred stock of the Corporation, including the Series A Preferred Stock.
(bb) “Preferred
Stock Directors” has the meaning specified in Section 7(b).
(cc) “Rating
Agency” means any nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the
Exchange Act that then publishes a rating for the Company.
(dd) “Rating
Agency Event” means that any Rating Agency amends, clarifies or changes the criteria it uses to assign equity credit to securities
such as the Series A Preferred Stock, which amendment, clarification or change results in (a) the shortening of the length
of time the Series A Preferred Stock is assigned a particular level of equity credit by that Rating Agency as compared to the length
of time the Series A Preferred Stock would have been assigned that level of equity credit by that Rating Agency or its predecessor
on the initial issuance of the Series A Preferred Stock; or (b) the lowering of the equity credit (including up to a lesser
amount) assigned to the Series A Preferred Stock by that Rating Agency compared to the equity credit assigned by that Rating Agency
or its predecessor on the initial issuance of the Series A Preferred Stock.
(ee) “Redemption
Date” means any date fixed for redemption in accordance with Section 6.
(ff) “Registrar”
means Equiniti Trust Company (or any successor thereto), in its capacity as registrar.
(gg) “Regulatory
Capital Event” means the Corporation’s good faith determination that, as a result of:
| (i) | any amendment to, or change in, the laws, rules or regulations
of the United States or any political subdivision of or in the United States or any other
governmental agency or instrumentality as may then have group-wide oversight of the Corporation’s
regulatory capital that is enacted or becomes effective after the initial issuance of the
Series A Preferred Stock, |
| (ii) | any proposed amendment to, or change in, those laws, rules or
regulations that is announced or becomes effective after the initial issuance of the Series A
Preferred Stock, or |
| (iii) | any official administrative decision or judicial decision or administrative
action or other official pronouncement interpreting or applying those laws, rules or
regulations that is announced after the initial issuance of the Series A Preferred Stock, |
there is more than an insubstantial risk that the
liquidation preference per share of the Series A Preferred Stock outstanding from time to time would not qualify as capital (or
a substantially similar concept) for purposes of any group capital standard to which the Corporation is or will be subject.
(hh) “Reset
Date” means the First Reset Date and each date falling on the fifth anniversary of the preceding Reset Date.
(ii) “Reset
Period” means the period from, and including, the First Reset Date to, but excluding, the next following Reset Date and thereafter
each period from, and including, each Reset Date to, but excluding, the next following Reset Date.
(jj) “Reset
Dividend Determination Date” means, in respect of any Reset Period, the day falling three Business Days prior to the beginning
of such Reset Period.
(kk) “Series A
Preferred Stock” has the meaning set forth in Section 1.
(ll) “Senior
Stock” means any other class or series of stock of the Corporation ranking senior to the Series A Preferred Stock in the
distribution of assets upon any liquidation, dissolution, or winding-up of the Corporation.
(mm) “Transfer
Agent” means Equiniti Trust Company (or any successor thereto), in its capacity as transfer agent.
(nn) “Voting
Parity Stock” means, with regard to any election or removal of a Preferred Stock Director or any other matter as to which the
holders of Series A Preferred Stock are entitled to vote as specified in Section 7, any and all series of Preferred
Stock (other than the Series A Preferred Stock) that rank equally with the Series A Preferred Stock, whether bearing dividends
on a noncumulative or cumulative basis, including, but not limited to, any Parity Stock, and having voting rights equivalent to those
described in Section 7(b).
Section 4. Dividends.
(a) Holders
of Series A Preferred Stock shall be entitled to receive, only when, as and if declared by the Board or a duly authorized committee
of the Board, out of funds or property legally available to pay dividends under the General Corporation Law of the State of Delaware,
noncumulative cash dividends on the Liquidation Preference Amount on each Dividend Payment Date for each Dividend Period. Dividends will
accrue as follows:
| ● | from the original issue date of the Series A Preferred
Stock to, but excluding, the First Reset Date at a rate per annum equal to 8.000%; and |
| ● | from, and including, the First Reset Date, during each Reset
Period, at a rate per annum equal to the Five-year U.S. Treasury Rate as of the applicable
Reset Dividend Determination Date plus 3.728%. |
Unless the Corporation has previously validly called
all shares of the Series A Preferred Stock for redemption, it will appoint a Calculation Agent with respect to the Series A
Preferred Stock prior to the Reset Dividend Determination Date preceding the First Reset Date. The applicable dividend rate for each
Reset Period will be determined by the Calculation Agent, as of the applicable Reset Dividend Determination Date. Promptly upon such
determination, the Calculation Agent will notify the Corporation of the dividend rate for the Reset Period. The Calculation Agent’s
determination of any dividend rate, and its calculation of the amount of dividends for any dividend period beginning on or after the
First Reset Date will be on file at the Corporation’s principal offices, will be (i) on file at the Corporation’s principal
offices, (ii) made available to any holder of Series A Preferred Stock upon request and (iii) final and binding in the
absence of manifest error.
Holders of the Series A Preferred Stock shall
not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable
on the Series A Preferred Stock as specified in this Section 4 (subject to the other provisions herein).
(b) If
declared by the Board or a duly authorized committee of the Board, the Corporation shall pay dividends on the Series A Preferred
Stock on a noncumulative basis quarterly, in arrears, on each Dividend Payment Date. Dividends payable on the Series A Preferred
Stock shall be computed by the Dividend Disbursement Agent on the basis of a 360-day year consisting of twelve 30-day months. Dollar
amounts resulting from that calculation will be rounded to the nearest cent, with one-half cent being rounded upward. Dividends on the
Series A Preferred Stock shall cease to accrue on the Redemption Date, if any, unless the Corporation defaults in the payment of
the redemption price of the shares of the Series A Preferred Stock called for redemption in accordance with Section 6.
(c) Dividends
on shares of the Series A Preferred Stock will not be cumulative and will not be mandatory. If the Board or a duly authorized committee
of the Board does not declare a dividend on the Series A Preferred Stock in respect of a Dividend Period, then no dividend will
be deemed to have accrued for such Dividend Period, be payable on the related Dividend Payment Date, or accumulate, and the Corporation
shall have no obligation to pay any dividend accrued for such Dividend Period, whether or not the Board or a duly authorized committee
of the Board declares a dividend on the Series A Preferred Stock or any other series of Preferred Stock or on the Common Stock for
any future Dividend Period.
(d) Dividends
will be payable to Holders of record as they appear on the applicable record date, which shall be the 15th calendar day before the applicable
Dividend Payment Date, or such other record date fixed by the Board or a duly authorized committee of the Board that shall not be more
than sixty (60) nor less than ten (10) days prior to such Dividend Payment Date, in advance of payment of each particular dividend.
(e) During
any Dividend Period, so long as the Series A Preferred Stock is outstanding, unless the full dividends for the preceding Dividend
Period on all outstanding shares of Series A Preferred Stock have been declared and paid or declared and a sum sufficient for the
payment thereof has been set aside:
| (i) | no dividend shall be declared or paid or set aside for payment, and
no distribution shall be declared or made or set aside for payment, on any Junior Stock,
other than (x) a dividend payable solely in Junior Stock or (y) any dividend in
connection with the implementation of a shareholders’ rights plan, or the redemption
or repurchase of any rights under such plan; |
| (ii) | no shares of Junior Stock shall be repurchased, redeemed or otherwise
acquired for consideration by the Corporation, directly or indirectly, other than (u) as
a result of a reclassification of Junior Stock for or into other Junior Stock, (v) the
exchange or conversion of one share of Junior Stock for or into another share of Junior Stock,
(w) purchases, redemptions or other acquisitions of shares of Junior Stock in connection
with any employment contract, benefit plan or other similar arrangement with or for the benefit
of employees, officers, directors or consultants, (x) the purchase of fractional interests
in shares of Junior Stock pursuant to the conversion or exchange provisions of such securities
or the security being converted or exchanged, (y) purchases of Common Stock pursuant
to contractually binding requirement to buy Common Stock existing prior to the preceding
Dividend Period, including under a contractually binding stock repurchase program, and (z) through
the use of the proceeds of a substantially contemporaneous sale of other shares of Junior
Stock, nor shall any monies be paid to or made available for a sinking fund for the redemption
of any such securities by the Corporation; and |
| (iii) | no shares of Parity Stock shall be repurchased, redeemed or otherwise
acquired for consideration by the Corporation other than pursuant to pro rata offers to purchase
all, or a pro rata portion, of Series A Preferred Stock and such Parity Stock (other
than the exchange or conversion of such Parity Stock for or into shares of Junior Stock). |
(f) If
dividends are not declared and paid in full upon the shares of Series A Preferred Stock and any Parity Stock, all dividends declared
upon shares of Series A Preferred Stock and any Parity Stock will be declared on a proportional basis so that the amount of dividends
declared per share will bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share of the
Series A Preferred Stock, and accrued dividends for the then-current Dividend Period per share of any Parity Stock (including, in
the case of any Parity Stock that bears cumulative dividends, all accrued and unpaid dividends), bear to each other.
(g) Subject
to the considerations described in this Section 4, and not otherwise, dividends (payable in cash, stock, or otherwise), as
may be determined by the Board or a duly authorized committee of the Board, may be declared and paid on any securities, including Common
Stock, any other Junior Stock and any Parity Stock from time to time out of any assets legally available for such payment, and the Holders
of Series A Preferred Stock shall not be entitled to participate in any such dividend.
Section 5. Liquidation
Rights.
(a) Voluntary
or Involuntary Liquidation. In the event of a liquidation, dissolution, or winding-up of the Corporation, whether voluntary or involuntary,
Holders of Series A Preferred Stock are entitled to receive in full a liquidating distribution of the Liquidation Preference Amount,
plus dividends that have been declared but not paid prior to the date of payment of distributions to shareholders, without regard to
any undeclared dividends, before the Corporation makes or sets aside any distribution of assets to the holders of Common Stock or any
other Junior Stock. Holders of Series A Preferred Stock shall not be entitled to any other amounts from the Corporation after they
have received their full liquidating distribution.
(b) Partial
Payment. In the event of a liquidation, dissolution, or winding-up of the Corporation, whether voluntary or involuntary, if the assets
of the Corporation are not sufficient to pay the Liquidation Preference Amount plus any dividends that have been declared but not paid
prior to the date of payment of distributions to shareholders, without regard to any undeclared dividends, in full to all Holders of
Series A Preferred Stock and all holders of Parity Stock as to such distribution with the Series A Preferred Stock, the amounts
paid to the Holders of Series A Preferred Stock and any holders of Parity Stock shall be paid pro rata in accordance with the respective
aggregate liquidating distribution owed to those holders, plus any dividends that have been declared but not paid prior to the date of
payment of distributions to shareholders, without regard to any undeclared dividends.
(c) Residual
Distributions. In the event of any liquidation, dissolution, or winding-up of the Corporation, whether voluntary or involuntary,
if the Liquidation Preference Amount plus any dividends that have been declared but not paid prior to the date of payment of distributions
to shareholders, without regard to any undeclared dividends, has been paid in full to all Holders of Series A Preferred Stock and
any Parity Stock, the holders of Junior Stock shall be entitled to receive all remaining assets of the Corporation according to their
respective rights and preferences.
(d) Merger,
Consolidation, and Sale of Assets Not Liquidation. For purposes of this Section 5, the merger or consolidation of the
Corporation with any other entity, including a merger or consolidation in which the Holders of Series A Preferred Stock receive
cash, securities, or property for their shares, or the sale, conveyance, exchange or transfer of all or substantially all of the property
or assets of the Corporation, shall not constitute a liquidation, dissolution, or winding-up of the Corporation.
Section 6. Redemption.
The Series A Preferred Stock is not subject to any mandatory redemption, sinking fund, or other similar provisions. Holders of Series A
Preferred Stock shall have no right to require the redemption or repurchase of any shares of Series A Preferred Stock.
(a) Optional
Redemption. The Corporation, at its option, may, upon notice given as provided in Section 6(b), redeem the Series A
Preferred Stock:
| (i) | in whole but not in part at any time prior to the First Reset Date,
(i) within 90 days after the occurrence of a Rating Agency Event at a redemption price
equal to $25,500 per share of Series A Preferred Stock, plus an amount equal to any
accrued but unpaid dividends to, but excluding, the Redemption Date, or (ii) within
90 days after the occurrence of a Regulatory Capital Event at a redemption price equal to
$25,000 per share, plus an amount equal to any accrued but unpaid dividends to, but excluding,
the Redemption Date; or |
| (ii) | in whole or in part, from time to time, on or after the First Reset
Date, at a redemption price equal to $25,000 per share, plus an amount equal to any accrued
but unpaid dividends to, but excluding, the Redemption Date. |
Dividends will cease to accrue on the shares of
the Series A Preferred Stock called for redemption from, and including, the Redemption Date.
If the Corporation becomes subject to capital
regulation and the Series A Preferred Stock is included in the Corporation’s regulatory capital, the redemption of the Series A
Preferred Stock and the Depositary Shares may be subject to the Corporation’s receipt of any required prior approval from a capital
regulator and to the satisfaction of any conditions set forth in applicable capital rules and any other regulations of such capital
regulator.
(b) Partial
Redemption. In case of any redemption of only part of the shares of the Series A Preferred Stock at the time outstanding, the
shares to be redeemed shall be selected either pro rata or by lot.
(c) Redemption
Procedures. If shares of the Series A Preferred Stock are to be redeemed, the notice of redemption shall be given by first class
mail, postage prepaid, addressed to the Holders of Series A Preferred Stock to be redeemed at their respective last addresses appearing
on the books of the Corporation. This mailing will be at least thirty (30) days and not more than sixty (60) days prior to the date fixed
for redemption thereof (provided that if the Series A Preferred Stock or any Depositary Shares are held in book-entry form through
the Global Depositary, the Corporation may give such notice in any manner permitted by such facility). Any notice mailed or otherwise
given as provided in this paragraph will be conclusively presumed to have been duly given, whether or not the Holder receives the notice,
and failure to duly give the notice by mail or otherwise, or any defect in the notice or in the mailing or provision of the notice, to
any Holder of the Series A Preferred Stock designated for redemption will not affect the validity of the redemption of any other
shares of the Series A Preferred Stock.
Each notice of redemption shall include
a statement setting forth:
| ● | the number of shares of the Series A Preferred Stock to
be redeemed and, if less than all the shares held by the Holder of Series A Preferred
Stock are to be redeemed, the number of shares of Series A Preferred Stock to be redeemed
from the Holder; |
| ● | the redemption price or the manner of its calculation; and |
| ● | the place or places where any certificates evidencing shares
of Series A Preferred Stock are to be surrendered for payment of the redemption price. |
(d) Effectiveness
of Redemption. If notice of redemption of any shares of Series A Preferred Stock has been duly given and if, on or before the
Redemption Date specified in the notice, the funds necessary for such redemption have been set aside, separate and apart from its other
funds, in trust for the pro rata benefit of the Holders of record of any shares of Series A Preferred Stock so called for redemption,
then, notwithstanding that any certificate for any share called for redemption has not been surrendered for cancellation, from and after
the Redemption Date, those shares shall no longer be deemed outstanding and all rights of the Holders of those shares (including the
right to receive any dividends) shall terminate, except the right to receive the redemption price.
Section 7. Voting
Rights.
(a) General.
Except as provided below or as otherwise required by law, the Holders of Series A Preferred Stock will have no voting rights.
(b) Right
to Elect Two Directors Upon Nonpayment. If and when the dividends on the Series A Preferred Stock and any other class or series
of Voting Parity Stock have not been declared and paid (i) in the case of the Series A Preferred Stock and any other class
or series of Voting Parity Stock bearing noncumulative dividends, in full for at least six (6) quarterly dividend periods or their
equivalent (whether or not consecutive) or (ii) in the case of Voting Parity Stock bearing cumulative dividends, in an aggregate
amount equal to full dividends for at least six (6) quarterly dividend periods or their equivalent (whether or not consecutive)
(a “Nonpayment Event”), the authorized number of directors then constituting the Board shall automatically be increased
by two. Holders of Series A Preferred Stock, together with the holders of any outstanding shares of Voting Parity Stock, voting
together as a single class, shall be entitled to elect the two additional directors (the “Preferred Stock Directors”)
at any annual or special meeting of shareholders at which directors are to be elected or any special meeting of the holders of the Series A
Preferred Stock and any Voting Parity Stock for which dividends have not been paid, called as provided below; provided it shall be a
qualification for any such Preferred Stock Director that election of any Preferred Stock Directors would not cause the Corporation to
violate the corporate governance requirement of the New York Stock Exchange (or any other exchange on which securities of the Corporation
may be listed) that listed companies must have a majority of independent directors. In addition, the Board shall at no time have more
than two Preferred Stock Directors (including, for purposes of this limitation, all directors that the holders of any series of Voting
Parity Stock are entitled to elect pursuant to like voting rights).
At any time after this voting power has vested
as described above, the Secretary of the Corporation may, and upon the written request of holders of record of at least 20% of the outstanding
shares of the Series A Preferred Stock and Voting Parity Stock (addressed to the Secretary at the Corporation’s principal
office) must, call a special meeting of the holders of the Series A Preferred Stock and Voting Parity Stock for the election of
the Preferred Stock Directors; provided that if any such written request for a special meeting is received less than 90 days before the
date fixed for the next annual or special meeting of the stockholders of the Corporation, such election shall be held only at such next
annual or special meeting of stockholders. Such request to call such special meeting shall be made by written notice, signed by the requisite
holders of Series A Preferred Stock or Voting Parity Stock, and delivered to the Secretary of the Corporation. If the Secretary
of the Corporation fails to call a special meeting within 20 days of receiving proper notice, then any Holder of Series A Preferred
Stock may (at the Corporation’s expense) call a special meeting for the election of the Preferred Stock Directors, and for that
purpose shall have access to the Corporation’s stock ledger.
Whenever full dividends have been paid on the
Series A Preferred Stock and any noncumulative Voting Parity Stock for at least one year after a Nonpayment Event and all dividends
on any cumulative Voting Parity Stock have been paid in full, then the right of the Holders of Series A Preferred Stock to elect
the Preferred Stock Directors shall cease (but subject always to the same provisions for the vesting of these voting rights in the case
of any future Nonpayment Event, which, for the avoidance of doubt, will not be based on the failure to declare or pay dividends for any
quarterly Dividend Period on which a prior Nonpayment Event was based) the terms of office of all the Preferred Stock Directors shall
forthwith terminate and the number of directors constituting the Board shall automatically be reduced accordingly.
Any Preferred Stock Director may be removed at
any time without cause by the holders of record of a majority of the outstanding shares of Series A Preferred Stock and Voting Parity
Stock, when they have the voting rights described above (voting together as a single class). The Preferred Stock Directors elected at
any such special meeting shall hold office until the next annual meeting of the stockholders unless they have been previously terminated
as above provided. In case any vacancy occurs among the Preferred Stock Directors, a successor shall be elected by the Board to serve
until the next annual meeting of the stockholders upon the nomination of the then remaining Preferred Stock Director or, if no Preferred
Stock Director remains in office, by the vote of the holders of record of a majority of the outstanding shares of Series A Preferred
Stock and all Voting Parity Stock for which dividends have not been paid, voting as a single class. The Preferred Stock Directors shall
each be entitled to one vote per director on any matter that shall come before the Board for a vote.
(c) Other
Voting Rights. So long as any shares of Series A Preferred Stock remain outstanding, the affirmative vote or consent of the holders
of at least two-thirds of all outstanding shares of Series A Preferred Stock, voting separately as a class, will be required to:
| (i) | authorize or increase the authorized amount of, or issue shares of any
class or series of Senior Stock, or issue any obligation or security convertible into or
evidencing the right to purchase any such shares; |
| (ii) | amend the provisions of the Certificate of Incorporation so as to adversely
affect the powers, preferences, privileges, or rights of the Series A Preferred Stock,
taken as a whole; provided, however, that any increase in the amount of the authorized or
issued Series A Preferred Stock or authorized Common Stock or preferred stock or the
creation and issuance, or an increase in the authorized or issued amount, of other series
of Preferred Stock ranking equally with or junior to the Series A Preferred Stock (whether
such dividends are cumulative or noncumulative) in the distribution of assets upon liquidation,
dissolution, or winding-up shall not be deemed to adversely affect the powers, preferences,
privileges, or rights of the Series A Preferred Stock; or |
| (iii) | consolidate with or merge into any other corporation unless the shares
of Series A Preferred Stock outstanding at the time of such consolidation or merger
or sale are converted into or exchanged for preference securities having such rights, privileges
and voting powers, taken as a whole, as are not materially less favorable to the Holders
than the rights, preferences, privileges, and voting powers of the Series A Preferred
Stock, taken as a whole. |
The foregoing voting provisions will not apply
if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding
shares of Series A Preferred Stock shall have been redeemed or called for redemption upon proper notice and sufficient funds shall
have been set aside by the Corporation for the benefit of the Holders of Series A Preferred Stock to effect such redemption as provided
in Section 6(c).
(d) Changes
for Clarification. Without the consent of the Holders of Series A Preferred Stock, so long as such action does not adversely affect
the special rights, preferences, privileges, voting powers, limitations, or restrictions of the Series A Preferred Stock, taken
as a whole, the Corporation may, to the fullest extent permitted by law, amend, alter, supplement, or repeal any term of the Series A
Preferred Stock:
| (i) | to cure any ambiguity, or to cure, correct, or supplement any provision
contained in this Certificate of Designations that may be defective or inconsistent; or |
| (ii) | to make any provision with respect to matters or questions arising
with respect to the Series A Preferred Stock that is not inconsistent with the provisions
of this Certificate of Designations. |
(e) Procedures
for Voting and Consents. The rules and procedures for calling and conducting any meeting of the Holders of Series A Preferred
Stock (including, without limitation, the fixing of a record date in connection therewith), soliciting and using proxies at such a meeting,
obtaining written consents, and any other aspect or matter with regard to such a meeting or such consents shall be those adopted by the
Board or a duly authorized committee of the Board, in its discretion, from time to time, and shall conform to the requirements of the
Certificate of Incorporation, the By-Laws, applicable law, and any national securities exchange or other trading facility on which the
Series A Preferred Stock is listed or traded at the time. Whether the vote or consent of the holders of a plurality, majority, or
other portion of the shares of Series A Preferred Stock and any Voting Parity Stock has been cast or given on any matter on which
the Holders of shares of Series A Preferred Stock are entitled to vote shall be determined by the Corporation by reference to the
specified liquidation preference amounts of the shares voted or covered by the consent.
Section 8. Form.
(a) Certificated
Series A Preferred Stock. The Series A Preferred Stock shall initially be issued in the form of one or more definitive
shares in fully registered form in substantially the form attached to this Certificate of Designations as Exhibit A (“Certificated
Series A Preferred Stock”), which is incorporated in and expressly made a part of this Certificate of Designations. Each
Certificated Series A Preferred Stock shall reflect the number of shares of Series A Preferred Stock represented thereby, and
may have notations, legends, or endorsements required by law, stock exchange rules, agreements to which the Corporation is subject, if
any, or usage (provided that any such notation, legend, or endorsement is in a form acceptable to the Corporation). Each Certificated
Series A Preferred Stock shall be registered in the name or names of the Person or Persons specified by the Corporation in a written
instrument to the Registrar.
(b) Global
Series A Preferred Stock. If The Depository Trust Company or another depositary reasonably acceptable to the Corporation (the
“Global Depositary”) is willing to act as depositary for the Global Series A Preferred Stock, a Holder who is
an Agent Member may request the Corporation to issue one or more shares of Series A Preferred Stock in global form with the global
legend (the “Global Legend”) as set forth on the form of Series A Preferred Stock certificate attached to this
Certificate of Designations as Exhibit A (“Global Series A Preferred Stock”), in exchange for the
Certificated Series A Preferred Stock held by such Holder, with the same terms and of equal aggregate Liquidation Preference Amount.
The Global Series A Preferred Stock may have notations, legends, or endorsements required by law, stock exchange rules, agreements
to which the Corporation is subject, if any, or usage (provided that any such notation, legend, or endorsement is in a form acceptable
to the Corporation). Any Global Series A Preferred Stock shall be deposited on behalf of the Holders of the Series A Preferred
Stock represented thereby with the Registrar, at the principal office of the Registrar at which at any particular time its registrar
business is administered, which is currently located at 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120, as custodian
for the Global Depositary, and registered in the name of the Global Depositary or a nominee of the Global Depositary, duly executed by
the Corporation and countersigned and registered by the Registrar as hereinafter provided. The aggregate number of shares represented
by each Global Series A Preferred Stock may from time to time be increased or decreased by adjustments made on the records of the
Registrar and the Global Depositary or its nominee as hereinafter provided. This Section 8(b) shall apply only to Global
Series A Preferred Stock deposited with or on behalf of the Global Depositary. The Corporation shall execute and the Registrar shall,
in accordance with this Section 8(b), countersign and deliver any Global Series A Preferred Stock that (i) shall
be registered in the name of Cede & Co. or other nominee of the Global Depositary and (ii) shall be delivered by the Registrar
to Cede & Co. or pursuant to instructions received from Cede & Co. or held by the Registrar as custodian for the Global
Depositary pursuant to an agreement between the Global Depositary and the Registrar. Members of, or participants in, the Global Depositary
(“Agent Members”) shall have no rights under this Certificate of Designations, with respect to any Global Series A
Preferred Stock held on their behalf by the Global Depositary or by the Registrar as the custodian for the Global Depositary, or under
such Global Series A Preferred Stock, and the Global Depositary may be treated by the Corporation, the Registrar, and any agent
of the Corporation or the Registrar as the absolute owner of such Global Series A Preferred Stock for all purposes whatsoever. Notwithstanding
the foregoing, nothing herein shall prevent the Corporation, the Registrar, or any agent of the Corporation or the Registrar from giving
effect to any written certification, proxy, or other authorization furnished by the Global Depositary or impair, as between the Global
Depositary and its Agent Members, the operation of customary practices of the Global Depositary governing the exercise of the rights
of a holder of a beneficial interest in any Global Series A Preferred Stock. The Holder of the Global Series A Preferred Stock
may grant proxies or otherwise authorize any Person to take any action that a Holder is entitled to take pursuant to the Global Series A
Preferred Stock, this Certificate of Designations, or the Certificate of Incorporation. Owners of beneficial interests in Global Series A
Preferred Stock shall not be entitled to receive physical delivery of Certificated Series A Preferred Stock, unless (x) the
Global Depositary notifies the Corporation that it is unwilling or unable to continue as Global Depositary for the Global Series A
Preferred Stock and the Corporation does not appoint a qualified replacement for the Global Depositary within 90 days or (y) the
Global Depositary ceases to be a “clearing agency” registered under the Exchange Act and the Corporation does not appoint
a qualified replacement for the Global Depositary within 90 days. In any such case, the Global Series A Preferred Stock shall be
exchanged in whole for Certificated Series A Preferred Stock, with the same terms and of an equal aggregate Liquidation Preference
Amount, and such Certificated Series A Preferred Stock shall be registered in the name or names of the Person or Persons specified
by the Global Depositary in a written instrument to the Registrar.
Section 9. Record
Holders. To the fullest extent permitted by applicable law, the Corporation and the Transfer Agent for the Series A Preferred
Stock may deem and treat the record holder of any share of Series A Preferred Stock as the true and lawful owner thereof for all
purposes, and neither the Corporation nor such Transfer Agent shall be affected by any notice to the contrary.
Section 10. Notices.
All notices or communications in respect of Series A Preferred Stock shall be sufficiently given if given in writing and delivered
in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Certificate of Designations,
in the Certificate of Incorporation or the By-Laws, or by applicable law.
Section 11. No
Preemptive Rights. No share of Series A Preferred Stock shall have any rights of preemption whatsoever as to any securities
of the Corporation, or any warrants, rights, or options issued or granted with respect thereto, regardless of how such securities, or
such warrants, rights, or options, may be designated, issued, or granted.
Section 12. No
Conversion Rights. The Series A Preferred Stock is not convertible into or exchangeable for property or shares of any other
series or class of the Corporation’s capital stock.
Section 13. Other
Rights. The shares of Series A Preferred Stock shall not have any voting powers, preferences, or relative participating, optional,
or other special rights, or qualifications, limitations, or restrictions thereof, other than as set forth herein or in the Certificate
of Incorporation or as provided by applicable law.
IN WITNESS WHEREOF, Jackson Financial Inc. has
caused this certificate to be duly executed as of the date first set forth above.
| JACKSON FINANCIAL INC. |
| | | |
| | By: | /s/
Marcia Wadsten |
| | Name: | Marcia
Wadsten |
| | Title: | Executive Vice President and Chief |
| | | Financial Officer |
[Signature Page to Certificate of Designations
(Series A Preferred)]
Exhibit A
[Include for Global Series A Preferred
Stock:
FORM OF FACE OF SERIES A PREFERRED STOCK
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF [THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION] (“[DTC]”), TO JACKSON FINANCIAL INC. OR [EQUINITI TRUST
COMPANY], AS TRANSFER AGENT (THE “TRANSFER AGENT”), AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF [CEDE &
CO.] OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF [DTC] (AND ANY PAYMENT IS MADE TO [CEDE & CO.],
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF [DTC]), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, [CEDE & CO.], HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SERIES A PREFERRED STOCK SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF [DTC] OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS
OF PORTIONS OF THIS GLOBAL SERIES A PREFERRED STOCK SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
IN THE RELATED CERTIFICATE OF DESIGNATIONS. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES
AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.]
JACKSON FINANCIAL INC.
Incorporated under the laws of
the State of Delaware
CUSIP: 46817M 305
ISIN: US46817M3051 |
Fixed-Rate
Reset Noncumulative
Perpetual Preferred Stock, Series A |
|
| |
|
|
| Certificate Number: |
|
|
THIS CERTIFICATE IS TRANSFERRABLE IN
NEW YORK, NY
This is to certify that ____________ is the registered
owner of ___________ fully paid and non-assessable shares of Fixed-Rate Reset Noncumulative Perpetual Preferred Stock, Series A,
$1.00 par value per share, $25,000 liquidation preference per share, of Jackson Financial Inc., a Delaware corporation (the “Corporation”),
transferable on the books of the Corporation by the holder hereof, in person or by duly authorized attorney, upon surrender of this Certificate
properly endorsed.
[Signature Page Follows]
Witness the signatures of
the Corporation’s duly authorized officers.
| Dated: | | |
| | JACKSON FINANCIAL INC. |
| | | |
| | By: | |
| | Name: | |
| | Title: | |
| |
JACKSON FINANCIAL INC. |
| |
|
|
| |
By: |
|
| |
Name: |
|
| |
Title: |
|
[REVERSE OF CERTIFICATE]
JACKSON FINANCIAL INC.
The Corporation will furnish without charge to
each shareholder who so requests the powers, designations, preferences and relative participating, optional or special rights of the
class of stock or series thereof of the Corporation and the qualifications, limitations or restrictions of such preferences and/or rights.
Such request should be addressed to the Corporation or [Equiniti Trust Company], the Transfer Agent.
The following abbreviations,
when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to
applicable laws or regulations:
| TEN COM - |
as tenants in common |
| TEN ENT - |
as tenants by the entireties |
| JT TEN - |
as joint tenants with rights of survivorship and not as tenants in common |
| UNIF GIFT MIN ACT |
Custodian |
| |
(Cust) (Minor) |
| |
under Uniform Gift to Minors Act |
| |
(State) |
Additional abbreviations may also be used though not in the above
list.
For Value Received, the undersigned hereby sells, assigns and transfers
unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,
INCLUDING ZIP CODE OF ASSIGNEE)
_________________ Shares
of the capital stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint Attorney to transfer the said stock on the books of the within named Corporation with full
power of substitution in the premises.
Dated: ________________
NOTICE: THE SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND WITH THE NAME
AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.
Signature(s) Guaranteed: ___________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM), PURSUANT TO RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934.
Exhibit 4.1
DEPOSIT AGREEMENT
among
Jackson
Financial Inc.
and
EQUINITI TRUST COMPANY,
as Depositary, Dividend Disbursement Agent, Transfer Agent and Registrar,
and
THE HOLDERS FROM TIME TO TIME OF THE
DEPOSITARY RECEIPTS DESCRIBED HEREIN
Dated as of March 13, 2023
TABLE OF CONTENTS
| |
|
Page |
| Article I |
| Defined Terms |
| |
|
|
| Section 1.1 |
Definitions. |
1 |
| |
|
|
| Article II |
| Form of Receipts, Deposit of the Preferred Stock, Execution and Delivery, Transfer, Surrender and Redemption of Receipts |
| |
|
|
| Section 2.1 |
Form and Transfer of Receipts. |
3 |
| Section 2.2 |
Deposit of Preferred Stock; Execution and Delivery of Receipts in Respect Thereof. |
4 |
| Section 2.3 |
Registration of Transfer of Receipts. |
4 |
| Section 2.4 |
Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of Preferred Stock. |
5 |
| Section 2.5 |
Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts. |
6 |
| Section 2.6 |
Lost Receipts, etc. |
6 |
| Section 2.7 |
Cancellation and Destruction of Surrendered Receipts. |
6 |
| Section 2.8 |
Redemption of Preferred Stock. |
6 |
| Section 2.9 |
Receipts Issuable in Global Registered Form. |
7 |
| |
|
|
| Article III |
| Certain Obligations of Holders of Receipts and the Corporation |
| |
|
|
| Section 3.1 |
Filing Proofs, Certificates and Other Information. |
8 |
| Section 3.2 |
Payment of Taxes or Other Governmental Charges. |
8 |
| |
|
|
| Article IV |
| The Deposited Securities; Notices |
| |
|
|
| Section 4.1 |
Cash Distributions |
9 |
| Section 4.2 |
Distributions Other than Cash, Rights, Preferences or Privileges. |
10 |
| Section 4.3 |
Subscription Rights, Preferences or Privileges. |
10 |
| Section 4.4 |
Notice of Dividends, etc.; Fixing Record Date for Holders of Receipts. |
11 |
| Section 4.5 |
Voting Rights. |
11 |
| Section 4.6 |
Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. |
12 |
| Section 4.7 |
Delivery of Reports. |
12 |
| Section 4.8 |
Lists of Receipt Holders. |
12 |
| Section 4.9 |
Withholding. |
12 |
| |
|
|
| Article V |
| The Depositary, the Depositary’s Agents, the Registrar and the Corporation |
| |
|
|
| Section 5.1 |
Maintenance of Offices, Agencies and Transfer Books by the Depositary; Registrar. |
12 |
| Section 5.2 |
Prevention of or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar or the Corporation. |
13 |
| Section 5.3 |
Obligations of the Depositary, the Depositary’s Agents, the Registrar, Transfer Agent and the Corporation. |
13 |
| Section 5.4 |
Resignation and Removal of the Depositary; Appointment of Successor Depositary. |
15 |
| Section 5.5 |
Corporate Notices and Reports. |
16 |
| Section 5.6 |
Indemnification by the Corporation. |
17 |
| Section 5.7 |
Fees, Charges and Expenses. |
17 |
| Article VI |
| Amendment and Termination |
| |
|
|
| Section 6.1 |
Amendment. |
17 |
| Section 6.2 |
Termination. |
18 |
| |
|
|
| Article VII |
| Miscellaneous |
| |
|
|
| Section 7.1 |
Counterparts. |
18 |
| Section 7.2 |
Exclusive Benefit of Parties. |
18 |
| Section 7.3 |
Invalidity of Provisions. |
18 |
| Section 7.4 |
Notices. |
18 |
| Section 7.5 |
Depositary’s Agents. |
19 |
| Section 7.6 |
Appointment of Transfer Agent, Registrar, Dividend Disbursement Agent and Redemption Agent in Respect of Receipts and Preferred Stock. |
19 |
| Section 7.7 |
Holders of Receipts are Parties. |
19 |
| Section 7.8 |
Governing Law. |
20 |
| Section 7.9 |
Inspection of Deposit Agreement. |
20 |
| Section 7.10 |
Headings. |
20 |
| Section 7.11 |
Confidentiality. |
20 |
| Section 7.12 |
Further Assurances. |
20 |
Deposit
Agreement
THIS DEPOSIT AGREEMENT, dated as of March 13,
2023 (as amended or supplemented from time to time in accordance with the terms hereof, this “Agreement”), among Jackson
Financial Inc., a Delaware corporation (the “Corporation”), EQUINITI TRUST COMPANY, as Depositary, Dividend
Disbursement Agent, Transfer Agent and Registrar, and the holders from time to time of the Receipts (as defined below).
WHEREAS, it is desired to provide, as hereinafter
set forth in this Agreement, for the deposit of shares of the Fixed-Rate Reset Noncumulative Perpetual Preferred Stock, Series A,
$1.00 par value per share, $25,000 liquidation preference per share (“Preferred Stock”), of the Corporation from time
to time with the Depositary for the purposes set forth in this Agreement and for the issuance hereunder of Receipts evidencing Depositary
Shares (as defined herein) in respect of the shares of Preferred Stock so deposited; and
WHEREAS, the Receipts are to be substantially in
the form of Exhibit A attached hereto, with appropriate insertions, modifications and omissions, as hereinafter provided in
this Agreement;
NOW, THEREFORE, in consideration of the premises,
the parties hereto agree as follows:
Article I
Defined Terms
Section 1.1 Definitions.
The following definitions shall for all purposes,
unless otherwise indicated, apply to the respective terms used in this Agreement:
“Affiliate” shall mean, with
respect to any Person or entity, any Person or entity directly or indirectly controlling, controlled by, or under common control with,
such other Person or entity. For the purpose of this definition, “controlling,” “controlled by” or “under
common control with” mean the ownership, direct or indirect, of the power to direct or cause the direction of the operation or management
and policies of a Person or entity, whether through the ownership or control of voting interests, by contract or otherwise.
“Agreement” shall have the meaning
set forth in the preamble hereto.
“Certificate of Designations”
shall mean the Certificate of Designations filed with the Secretary of State of the State of Delaware establishing the Preferred Stock
as a series of preferred stock of the Corporation and setting forth the rights, preferences and privileges thereof, as filed with the
Secretary of State of the State of Delaware on March 10, 2023, and as such certificate may be amended or restated from time to time.
“Corporation” shall have the
meaning set forth in the preamble hereto.
“Depositary” shall mean Equiniti
Trust Company and any successor as Depositary hereunder.
“Depositary Shares” shall mean
the depositary shares, each representing a one-one thousandth (1/1,000th) fractional interest in one share of Preferred Stock,
and evidenced by a Receipt.
“Depositary’s Agent” shall
mean an agent appointed by the Depositary pursuant to Section 7.5.
“Depositary’s Office”
shall mean the office of the Depositary at which at any particular time its depositary receipt business shall be administered, which at
the date of this Agreement is located at 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120.
“Dividend Disbursement Agent”
shall have the meaning set forth in Section 4.1.1.
“Distribution Date” shall mean
the date on which Equiniti Trust Company, as Dividend Disbursement Agent, or any successor appointed by the Corporation as herein provided,
is to distribute any cash dividend or other cash distribution on Preferred Stock to Record Holders of Receipts in accordance with 4.1.1.
“DTC” shall mean The Depository
Trust Company.
“Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended.
“Exchange Event” shall mean
with respect to any Global Registered Receipt:
(1) (A) the
Global Receipt Depository which is the Holder of such Global Registered Receipt notifies the Corporation that it is no longer willing
or able to properly discharge its responsibilities under any Letter of Representations or that it is no longer in good standing or registered
as a clearing agency under the Exchange Act, and (B) the Corporation has not appointed a qualified successor Global Receipt Depository
within ninety (90) calendar days after the Corporation received such notice, or
(2) the
Corporation in its sole discretion notifies the Depositary in writing that the Receipts or portion thereof issued or issuable in the form
of one or more Global Registered Receipts shall no longer be represented by such Global Registered Receipt.
“Funds” shall have the meaning
set forth in Section 4.1.2.
“Global Receipt Depository”
shall mean, with respect to any Receipt issued hereunder, DTC or such other entity designated as Global Receipt Depository by the Corporation
in, or pursuant to, this Agreement, which entity must be, to the extent required by any applicable law or regulation, a clearing agency
registered under the Exchange Act.
“Global Registered Receipt”
shall mean a global registered Receipt registered in the name of a nominee of the Global Receipt Depository.
“Late-Day Funding” shall have
the meaning set forth in Section 4.1.2.
“Letter of Representations”
shall mean any applicable agreement among the Corporation, the Depositary and a Global Receipt Depository with respect to such Global
Receipt Depository’s rights and obligations with respect to any Global Registered Receipt, as the same may be amended, supplemented,
restated or otherwise modified from time to time, and any successor agreement thereto.
“Moody’s” shall have the
meaning set forth in Section 4.1.2.
“NYSE” shall mean the New York
Stock Exchange LLC.
“Person” shall mean any natural
person, partnership, joint venture, firm, corporation, limited liability company, limited liability partnership, unincorporated association,
trust or other entity, and shall include any successor (by merger or otherwise) of the foregoing.
“Preferred Stock” shall have
the meaning set forth in the recitals hereto.
“Receipt” shall mean one of
the depositary receipts issued hereunder, substantially in the form set forth as Exhibit A hereto, whether in definitive or
temporary form, and evidencing the number of Depositary Shares held of record by the Record Holder of such Depositary Shares.
“Record Holder” or “Holder”
as applied to a Receipt shall mean the Person in whose name such Receipt is registered on the books of the Depositary maintained for such
purpose.
“Redemption Date” shall have
the meaning set forth in Section 2.8.1.
“Registrar” shall mean Equiniti
Trust Company or such other successor bank or trust company which shall be appointed by the Corporation to register ownership and transfers
of Receipts or the deposited shares of Preferred Stock, as the case may be, as herein provided, and if a successor Registrar shall be
so appointed, references herein to “the books” of or maintained by the Depositary shall be deemed, as applicable, to refer
as well to the register maintained by such Registrar for such purpose.
“Securities Act” shall mean
the Securities Act of 1933, as amended.
“Signature Guarantee” shall
have the meaning set forth in Section 2.3.
“S&P” shall have the meaning
set forth in Section 4.1.2.
“Transfer Agent” shall mean
Equiniti Trust Company or such other successor bank or trust company which shall be appointed by the Corporation to transfer the Receipts
or the deposited shares of Preferred Stock, as the case may be, as herein provided.
Article II
Form of Receipts, Deposit of the Preferred Stock, Execution and Delivery, Transfer, Surrender and Redemption of Receipts
Section 2.1 Form and
Transfer of Receipts.
2.1.1 The
definitive Receipts shall be substantially in the form set forth in Exhibit A attached to this Agreement, with appropriate
insertions, modifications and omissions, as hereinafter provided. Pending the preparation of definitive Receipts, the Depositary, upon
the written order of the Corporation, delivered in compliance with Section 2.2, shall be authorized and instructed to, and shall
execute and deliver temporary Receipts which may be printed, lithographed, typewritten, mimeographed or otherwise substantially of the
tenor of the definitive Receipts in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other
variations as the Persons executing such Receipts may determine, as evidenced by their execution of such Receipts. If temporary Receipts
are issued, the Corporation and the Depositary will cause definitive Receipts to be prepared without unreasonable delay. After the preparation
of definitive Receipts, the temporary Receipts shall be exchangeable for definitive Receipts upon surrender of the temporary Receipts
at the Depositary’s Office or at such other place or places as the Depositary shall determine, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Receipts, the Depositary is hereby authorized and instructed to, and shall execute
and deliver in exchange therefor, definitive Receipts representing the same number of Depositary Shares as represented by the surrendered
temporary Receipt or Receipts registered in the name (and only in the name) of the Holder of the temporary Receipt(s); provided,
that the Depositary has been provided with all necessary information that it may reasonably request in order to execute and deliver such
definitive Receipts. Such exchange shall be made at the Corporation’s expense and without any charge therefor. Until so exchanged,
the temporary Receipts shall in all respects be entitled to the same benefits under this Agreement as definitive Receipts, with respect
to Depositary Shares, Preferred Stock and otherwise.
2.1.2 Any
Receipt to be executed by the Depositary pursuant to this Agreement shall be executed by the Depositary by electronic means or by the
manual or facsimile signature, in each case, of a duly authorized officer of the Depositary. No Receipt shall be entitled to any benefits
under this Agreement or be valid or obligatory for any purpose unless it shall have been executed by electronic means or by the manual
or facsimile signature, in each case, of a duly authorized officer of the Depositary or, if a Registrar for the Receipts (other than the
Depositary) shall have been appointed, by electronic means or by the manual or facsimile signature, in each case, of a duly authorized
officer of such Registrar. The Depositary shall record on its books each Receipt so signed and delivered as hereinafter provided.
2.1.3 Receipts
shall be in denominations of any number of whole Depositary Shares. All Receipts shall be dated the date of their issuance.
2.1.4 Receipts
may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions
of this Agreement, all as may be reasonably required by the Depositary and approved by the Corporation or required to comply with any
applicable law or any regulation thereunder or with the rules and regulations of the NYSE or any other securities exchange upon which
Preferred Stock, the Depositary Shares or the Receipts may be listed or to conform with any usage with respect thereto, or to indicate
any special limitations or restrictions to which any particular Receipt is subject.
2.1.5 Title
to Depositary Shares evidenced by a Receipt which is properly endorsed or accompanied by a properly executed instrument of transfer, shall
be transferable by delivery of such Receipt with the same effect as if such Receipt were a negotiable instrument; provided, however,
that until transfer of any particular Receipt shall be registered on the books of the Depositary as provided in Section 2.3, the
Depositary may, notwithstanding any notice to the contrary, treat the Record Holder thereof at such time as the absolute owner thereof
for the purpose of determining the Person entitled to distributions of dividends or other distributions or to any notice provided for
in this Agreement and for all other purposes.
Section 2.2 Deposit
of Preferred Stock; Execution and Delivery of Receipts in Respect Thereof.
2.2.1 Subject
to the terms and conditions of this Agreement, the Corporation may from time to time deposit shares of Preferred Stock under this Agreement
by delivery to the Depositary, including via direct registration for shares of Preferred Stock in uncertificated form, for such shares
of Preferred Stock to be deposited (or in such other manner as may be agreed to by the Corporation and the Depositary), properly endorsed
or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form reasonably satisfactory
to the Depositary, together with (i) all such certifications as may be reasonably required by the Depositary pursuant to this Agreement
and (ii) if applicable, an instruction letter from the Corporation authorizing the Depositary to register such shares of Preferred
Stock in uncertificated form by direct registration, each in form reasonably satisfactory to the Depositary, and together with a written
order of the Corporation directing the Depositary to execute and deliver to, or upon the written order of, the Person or Persons stated
in such order a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing such deposited shares of
Preferred Stock.
2.2.2 The
shares of Preferred Stock that are deposited pursuant to this Section 2.2 shall be held by the Depositary at the Depositary’s
Office or at such other place or places as the Depositary shall determine. The Depositary shall not lend any shares of Preferred Stock
deposited hereunder.
2.2.3 Upon
receipt by the Depositary of shares of Preferred Stock deposited in accordance with the provisions of this Section 2.2, together
with the other documents required as above specified, and upon recordation of the shares of Preferred Stock on the books of the Corporation
(or its duly appointed transfer agent) by the Transfer Agent in the name of the Depositary, the Depositary, subject to the terms and conditions
of this Agreement, shall execute and deliver to or upon the order of the Person or Persons named in the written order delivered to the
Depositary referred to in Section 2.2.1, a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing
the shares of Preferred Stock so deposited and registered in the name of such Person or Persons or in such name or names as may be ordered
by such Person or Persons, as applicable. The Depositary shall execute and deliver such Receipt or Receipts at the Depositary’s
Office or such other offices, if any, as the Depositary may designate. Delivery at other offices shall be at the risk and expense of the
Person requesting such delivery.
Section 2.3 Registration
of Transfer of Receipts.
Subject to the terms and conditions of this Agreement, the Depositary
shall register on its books from time to time transfers of Receipts upon any surrender thereof by the Holder in person or by duly authorized
attorney, properly endorsed or accompanied by a properly executed instrument of transfer or endorsement, including a guarantee of the
signature thereon by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Transfer Agent (a
“Signature Guarantee”), together with evidence of the payment of any taxes or charges as may be required by law. Thereupon,
the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of Depositary Shares as those evidenced by
the Receipt or Receipts surrendered and deliver such new Receipt or Receipts to or upon the order of the Person entitled thereto.
Section 2.4 Split-ups
and Combinations of Receipts; Surrender of Receipts and Withdrawal of Preferred Stock.
2.4.1 Upon
surrender of a Receipt or Receipts at the Depositary’s Office or at such other offices as it may designate for the purpose of effecting
a split-up or combination of such Receipt or Receipts, and the receipt by the Depositary of all other necessary information and documents,
and subject to the terms and conditions of this Agreement, the Depositary shall execute a new Receipt or Receipts in the authorized denomination
or denominations requested, evidencing the aggregate number of Depositary Shares evidenced by the Receipt or Receipts surrendered, and
shall deliver such new Receipt or Receipts to or upon the order of the Holder of the Receipt or Receipts so surrendered.
2.4.2 Any
Holder of a Receipt or Receipts may withdraw the number of whole shares of Preferred Stock and all money and other property, if any, represented
thereby by surrendering such Receipt or Receipts at the Depositary’s Office or at such other offices as the Depositary may designate
for such withdrawals; provided, however, that a Holder of a Receipt or Receipts may not withdraw such whole shares of Preferred
Stock (or money and other property, if any, represented thereby) which has previously been called for redemption. After such surrender
and upon the receipt of written instructions from the Holder of such Receipt or Receipts, without unreasonable delay (provided the Corporation
has provided the Depositary with all reasonably necessary documentation requested in writing by the Depositary), the Depositary shall
deliver to such Holder, or to the Person or Persons designated by such Holder as hereinafter provided, the number of whole shares of Preferred
Stock and all money and other property, if any, represented by the Receipt or Receipts so surrendered for withdrawal, but Holders of such
whole shares of Preferred Stock will not thereafter be entitled to deposit such shares of Preferred Stock hereunder or to receive a Receipt
evidencing Depositary Shares therefor. Delivery of such shares of Preferred Stock and such money and other property being withdrawn may
be made by the delivery of such certificates, documents of title and other instruments as the Depositary may reasonably deem appropriate
(or in such other manner as may be agreed to by the Corporation and the Depositary), which, if required by the Depositary, shall be properly
endorsed or accompanied by proper instruments of transfer. If a Receipt delivered by the Holder to the Depositary in connection with such
withdrawal shall evidence a number of Depositary Shares in excess of the number of Depositary Shares representing the number of whole
shares of Preferred Stock to be withdrawn, the Depositary shall at the same time, in addition to such number of whole shares of Preferred
Stock and such money and other property, if any, to be so withdrawn, deliver to such Holder, or subject to Section 2.3 upon such
Holder’s order, a new Receipt evidencing such excess number of Depositary Shares.
2.4.3 In
no event will fractional shares of Preferred Stock (or any cash payment in lieu thereof) be delivered by the Depositary. Delivery of shares
of Preferred Stock and money and other property, if any, being withdrawn pursuant to this Section 2.4 may be made by the delivery
of such certificates, documents of title and other instruments as the Depositary may reasonably deem appropriate (or in such other manner
as may be agreed to by the Corporation and the Depositary).
2.4.4 If
shares of Preferred Stock and the money and other property, if any, being withdrawn are to be delivered to a Person or Persons other than
the Record Holder of the related Receipt or Receipts being surrendered for withdrawal of such shares of Preferred Stock, such Holder shall
execute and deliver to the Depositary a written order so directing the Depositary and the Depositary may require that the Receipt or Receipts
surrendered by such Holder for withdrawal of such shares of Preferred Stock be properly endorsed in blank or accompanied by a properly
executed instrument of transfer in blank.
2.4.5 Delivery
of shares of Preferred Stock and the money and other property, if any, represented by Receipts surrendered for withdrawal shall be made
by the Depositary at the Depositary’s Office, except that, at the request, risk and expense of the Holder surrendering such Receipt
or Receipts and for the account of the Holder thereof, such delivery may be made at such other place as may be designated by such Holder.
Section 2.5 Limitations
on Execution and Delivery, Transfer, Surrender and Exchange of Receipts.
2.5.1 As
a condition precedent to the execution and delivery, registration of transfer, split-up, combination, surrender or exchange of any Receipt,
the Depositary, any of the Depositary’s Agents or the Corporation may require (i) payment to it of a sum sufficient for the
payment (or, in the event that the Depositary or the Corporation shall have made such payment, the reimbursement to it) of any charges,
taxes or expenses payable by the Holder of a Receipt pursuant to Section 5.7 (including any such tax or charge with respect to the
shares of Preferred Stock being deposited or withdrawn or any charges or expense pursuant to Section 3.2), (ii) the production
of evidence satisfactory to it as to the identity and genuineness of any signature (which evidence may include a Signature Guarantee),
and (iii) any other reasonable evidence of authority that may be required by the Depositary, and may also require compliance with
such regulations, if any, as the Depositary or the Corporation may establish consistent with the provisions of this Agreement and/or applicable
law.
2.5.2 The
deposit of shares of Preferred Stock may be refused, the delivery of Receipts against shares of Preferred Stock may be suspended, the
registration of transfer of Receipts may be refused and the registration of transfer, surrender or exchange of outstanding Receipts may
be suspended (i) during any period when the register of stockholders of the Corporation is closed or (ii) if any such action
is deemed reasonably necessary or advisable by the Depositary, any of the Depositary’s Agents or the Corporation at any time or
from time to time because of any requirement of law or of any government or governmental body or commission or under any provision of
this Agreement.
Section 2.6 Lost
Receipts, etc.
In case any Receipt shall be mutilated, destroyed,
lost or stolen, the Depositary in its discretion may, absent notice to the Depositary that such Receipt has been acquired by a bona fide
purchaser, execute and deliver a Receipt of like form and tenor in exchange and substitution for such mutilated, destroyed, lost or stolen
Receipt, or in lieu of and in substitution for such mutilated, destroyed, lost or stolen Receipt, only upon (i) the filing by the
Holder thereof with the Depositary of evidence satisfactory to the Depositary of such destruction or loss or theft of such Receipt, of
the authenticity thereof and of his or her ownership thereof; and (ii) the Holder thereof furnishing the Depositary with an open
penalty surety bond satisfactory to the Depositary, holding the Depositary and the Corporation harmless, absent notice to the Depositary
that such Receipts have been acquired by a bona fide purchaser. Such Holder shall also comply with such other reasonable regulations and
pay such other reasonable charges as the Depositary may prescribe and as required by Section 8-405 of the Uniform Commercial Code
in effect in the State of New York.
Section 2.7 Cancellation
and Destruction of Surrendered Receipts.
All Receipts surrendered to the Depositary or any
Depositary’s Agent shall be cancelled by the Depositary. Except as prohibited by applicable law or regulation, the Depositary is
authorized and directed to destroy all Receipts so cancelled.
Section 2.8 Redemption
of Preferred Stock.
2.8.1 Whenever
the Corporation shall be permitted and shall elect to redeem shares of Preferred Stock in accordance with the terms of the Certificate
of Designations, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not
less than fifteen (15) days and not more than sixty-five (65) days prior to the Redemption Date (as defined below), notice of the date
of such proposed redemption of shares of Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and
the applicable redemption price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption
of shares of Preferred Stock is in accordance with the provisions of the Certificate of Designations. On the date of such redemption,
provided that the Corporation shall then have paid or caused to be paid in full to the Depositary the redemption price of Preferred Stock
to be redeemed, plus an amount equal to any accrued but unpaid dividends to, but excluding, the Redemption Date, in accordance with the
provisions of the Certificate of Designations, the Depositary shall redeem the number of Depositary Shares representing such shares of
Preferred Stock. The Depositary shall, if requested in writing, mail the notice of the Corporation’s redemption of shares of Preferred
Stock and the proposed simultaneous redemption of the number of Depositary Shares representing such shares of Preferred Stock to be redeemed
by first class mail, postage prepaid, at the respective last addresses as they appear on the records of the Depositary, or transmit in
accordance with the applicable procedures of any Global Receipt Depositary or by such other method approved by the Depositary, in its
reasonable discretion, in either case not less than ten (10) days and not more than sixty (60) days prior to the date fixed for redemption
of such shares of Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts
evidencing the Depositary Shares to be so redeemed at the addresses of such Holders as they appear on the records of the Depositary; but
neither failure to mail or transmit any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any
notice of redemption of Depositary Shares to one or more such Holders shall affect the validity of the proceedings for redemption as to
the other Holders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the
number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed, the
number of such Depositary Shares held by such Holder to be so redeemed; (iii) the redemption price or the manner of its calculation;
and (iv) the place or places where Receipts representing such Depositary Shares are to be surrendered for payment of the redemption
price. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected
either pro rata, by lot or by such other method in accordance with DTC’s procedures.
2.8.2 Notice
having been mailed or transmitted by the Depositary as aforesaid, from and including the Redemption Date (unless the Corporation shall
have failed to provide the funds necessary to redeem shares of Preferred Stock evidenced by the Depositary Shares called for redemption):
(i) all dividends on the shares of Preferred Stock so called for redemption shall cease to accrue from and after the Redemption Date;
(ii) the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding; (iii) all rights of
the Holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price) shall, to the extent of such
Depositary Shares, cease and terminate; and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing
any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall
so require), such Depositary Shares shall be redeemed by the Depositary with the proceeds of the corresponding shares of Preferred Stock
redeemed in accordance with the provisions of the Certificate of Designations.
2.8.3 If
fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the Holder of
such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares
evidenced by such prior Receipt and not called for redemption.
Section 2.9 Receipts
Issuable in Global Registered Form.
2.9.1 If
the Corporation shall determine that the Receipts are to be issued in whole or in part in the form of one or more Global Registered Receipts,
then the Depositary shall, if instructed, in accordance with the other provisions of this Agreement, execute and deliver one or more Global
Registered Receipts evidencing the Receipts of such series, which (i) shall represent, and shall be denominated in an amount equal
to the aggregate number of Depositary Shares evidenced by, the Receipts to be represented by such Global Registered Receipt or Receipts
and (ii) shall be registered in the name of the Global Receipt Depository therefor or its nominee.
2.9.2 Notwithstanding
any other provision of this Agreement to the contrary, unless otherwise provided in the Global Registered Receipt, a Global Registered
Receipt may only be transferred in whole and only by the applicable Global Receipt Depository for such Global Registered Receipt to a
nominee of such Global Receipt Depository, or by a nominee of such Global Receipt Depository to such Global Receipt Depository or another
nominee of such Global Receipt Depository, or by such Global Receipt Depository or any such nominee to a successor Global Receipt Depository
for such Global Registered Receipt selected or approved by the Corporation or to a nominee of such successor Global Receipt Depository.
Except as provided below, owners solely of beneficial interests in a Global Registered Receipt shall not be entitled to receive physical
delivery of the Receipts represented by such Global Registered Receipt or to have such Receipts, or the Depositary Shares represented
by those Receipts, registered in their names. Neither any such beneficial owner nor any direct or indirect participant of a Global Receipt
Depository shall have any rights or obligations under this Agreement with respect to any Global Registered Receipt held on their behalf
by a Global Receipt Depository and such Global Receipt Depository may be treated by the Corporation, the Depositary and any director,
officer, employee or agent of the Corporation or the Depositary as the Holder of such Global Registered Receipt for all purposes whatsoever.
Unless and until definitive Receipts are delivered to the owners of the beneficial interests in a Global Registered Receipt, (i) the
applicable Global Receipt Depository will make book-entry transfers among its participants and receive and transmit all payments and distributions
in respect of the Global Registered Receipts to such participants, in each case, in accordance with its applicable procedures and arrangements,
and (ii) whenever any notice, payment or other communication to the holders of Global Registered Receipts is required under this
Agreement, the Corporation and the Depositary shall give all such notices, payments and communications specified herein to be given to
such holders to the applicable Global Receipt Depository.
2.9.3 If
an Exchange Event has occurred with respect to any Global Registered Receipt, then, in any such event, the Depositary shall, upon receipt
of a written order from the Corporation authorizing and directing the Depositary to execute and deliver the individual definitive registered
Receipts in exchange for such Global Registered Receipt, execute and deliver individual definitive registered Receipts, in authorized
denominations and of like terms, in an aggregate number of Depositary Shares equal to the aggregate number of Depositary Shares represented
by the Global Registered Receipt being delivered in exchange for such Receipts.
2.9.4 Definitive
registered Receipts issued in exchange for a Global Registered Receipt pursuant to this Section shall be registered in such names
and in such authorized denominations as the Global Receipt Depository for such Global Registered Receipt, pursuant to instructions from
its participants, shall instruct the Depositary in writing. The Depositary shall deliver such Receipts to the Persons in whose names such
Receipts are so registered.
2.9.5 Notwithstanding
anything to the contrary in this Agreement, should the Corporation determine that the Receipts should be issued as a Global Registered
Receipt, the parties hereto shall comply with the terms of each Letter of Representations.
Article III
Certain Obligations of Holders of Receipts and the Corporation
Section 3.1 Filing
Proofs, Certificates and Other Information.
Any Holder of a Receipt may be required from time
to time to file such proof of residence, or other matters or other information, to execute such certificates and to make such representations
and warranties as the Depositary or the Corporation may reasonably deem necessary or proper. The Depositary or the Corporation may withhold
the delivery, or delay the registration of transfer or redemption, of any Receipt or the withdrawal of shares of Preferred Stock represented
by the Depositary Shares and evidenced by a Receipt or the distribution of any dividend or other distribution or the sale of any rights
or of the proceeds thereof until such proof or other information is filed or such certificates are executed or such representations and
warranties are made.
Section 3.2 Payment
of Taxes or Other Governmental Charges.
Holders of Receipts shall be obligated to make
payments to the Depositary of certain charges and expenses, as provided in Section 5.7. Registration of transfer of any Receipt or
any withdrawal of shares of Preferred Stock and all money or other property, if any, represented by the Depositary Shares evidenced by
such Receipt may be refused by the Depositary until any such payment due is made, and any dividends, interest payments or other distributions
may be withheld or any part of or all shares of Preferred Stock or other property represented by the Depositary Shares evidenced by such
Receipt and not theretofore sold may be sold for the account of the Holder thereof (after attempting by reasonable means to notify such
Holder prior to such sale), and such dividends, interest payments or other distributions or the proceeds of any such sale may be applied
to any payment of such charges or expenses, the Holder of such Receipt remaining liable for any deficiency.
Article IV
The Deposited Securities; Notices
Section 4.1 Cash
Distributions
4.1.1 Whenever
Equiniti Trust Company, as dividend disbursement agent as appointed herein (including any successor thereof pursuant to the terms herein,
the “Dividend Disbursement Agent”), shall receive any cash dividend or other cash distribution on Preferred Stock,
the Dividend Disbursement Agent shall, subject to Sections 3.1 and 3.2 and, if received, in accordance with written instructions
from the Corporation, distribute to Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of such
dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the
Receipts held by such Holders; provided, however, that in case the Corporation or Equiniti Trust Company shall be required
to withhold and shall withhold from any cash dividend or other cash distribution in respect of Preferred Stock an amount on account of
taxes, the amount made available for distribution or distributed in respect of Depositary Shares shall be reduced accordingly. The Dividend
Disbursement Agent shall distribute or make available for distribution, as the case may be and, if received, in accordance with the Corporation’s
written instructions, only such amount, however, as can be distributed without attributing to any Holder of Receipts a fraction of one
cent, and any balance not so distributable shall be held by the Dividend Disbursement Agent (without liability for interest thereon) and
shall be added to and be treated as part of the next sum received by the Dividend Disbursement Agent for distribution to Record Holders
of Receipts then outstanding. The parties understand and agree that Equiniti Trust Company will comply with the U.S. federal withholding
and information reporting requirements (including IRS Forms 1042-S and 1099 information reporting requirements) imposed in connection
with payments on the Preferred Stock. Each Holder of a Receipt shall provide the Depositary with its certified tax identification number
on a properly completed Form W-8 or W-9 or other appropriate form, as may be applicable. Each Holder of a Receipt acknowledges that,
in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by
the Depositary of a portion of any of the distributions to be made to such Holder hereunder.
4.1.2 All
funds received by the Dividend Disbursement Agent pursuant to this Agreement that are to be distributed or applied by the Dividend Disbursement
Agent in accordance with the terms of this Agreement (the “Funds”) shall be delivered to the Dividend Disbursement
Agent by 2:00 p.m. Central Time three (3) business days prior to the Distribution Date. The Dividend Disbursement Agent
shall have no obligation to pay the dividend until sufficient collected and immediately available funds have been transferred to it. The
Dividend Disbursement Agent shall not be responsible for any loss or liability (including, without limitation, any interest) arising from
or relating to any delay or failure by the Corporation to timely deposit such funds. The Corporation acknowledges that delivery of Funds
to the Dividend Disbursement Agent after the 2:00 p.m. Central Time three (3) days prior payment timeline (“Late-Day
Funding”) may cause delays in payments such that payments may be made on the business day following the Distribution Date, and
such payments will be subject to the terms of Section 4.1.5 below. Once received by the Dividend Disbursement Agent, Funds shall
be held by the Dividend Disbursement Agent as agent for the Corporation. Until paid or distributed in accordance with this Agreement,
the Funds shall be deposited with one or more bank, trust company, or other financial institution (including without limitation, its affiliate
American Stock Transfer & Trust Company, LLC, a New York limited liability trust company) (the “Custodian”) to be
maintained by Equiniti Trust Company in its name as agent for the Corporation.
4.1.3 The
Dividend Disbursement Agent will only draw upon the Funds in such account as required from time to time in order to make the payments
to Record Holders of Receipts and any applicable tax withholding payments. The Dividend Disbursement Agent may from time to time receive
interest, dividends or other earnings in connection with such deposits. The Dividend Disbursement Agent shall not be obligated to pay
such interest, dividends or earnings to the Corporation, any Record Holder or any other party.
4.1.4 The
Dividend Disbursement Agent is acting as agent hereunder and is not a debtor of the Corporation in respect of the Funds.
4.1.5 In
the case of Late-Day Funding, federal deposit insurance or other bank liquidity charges may apply in connection with the overnight deposit
of Funds with commercial banks. The parties agree that any such charges assessed as a result of Late-Day Funding will be charged to the
Corporation and the Corporation hereby agrees to pay such charges.
4.1.6 On
the date of this Agreement, the Dividend Disbursement Agent shall provide the Corporation with the account information for the account
to which the Corporation shall deliver the cash dividends and other cash distributions on Preferred Stock referred to in Section 4.1.1.
The Dividend Disbursement Agent may update such account information from time to time by notice to the Corporation provided in accordance
with Section 7.4.
Section 4.2 Distributions
Other than Cash, Rights, Preferences or Privileges.
Whenever the Depositary shall receive any distribution
other than cash, rights, preferences or privileges upon Preferred Stock, the Depositary shall, subject to Sections 3.1 and 3.2, distribute
to Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received
by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by such Receipts held by
such Holders, in any manner that the Depositary may reasonably deem equitable and practicable for accomplishing such distribution. If
in the opinion of the Depositary such distribution cannot be made proportionately among such Record Holders or if for any other reason
(including any requirement that the Corporation or the Depositary withhold an amount on account of taxes or charges), the Depositary deems,
after consultation with the Corporation, such distribution not to be feasible, the Depositary may, with the approval of the Corporation,
adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public
or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds
of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by
Equiniti Trust Company (or any successor hereunder) to Record Holders of Receipts as provided by Section 4.1 in the case of a distribution
received in cash. The Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary
shall not make any distribution of such securities or property to the Holders of Receipts unless the Corporation shall have provided to
the Depositary an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not
need to be registered in connection with such distributions.
Section 4.3 Subscription
Rights, Preferences or Privileges.
4.3.1 If
the Corporation shall at any time offer or cause to be offered to the Persons in whose names shares of Preferred Stock are recorded on
the books of the Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences
or privileges of any other nature, such rights, preferences or privileges shall in each such instance be communicated to the Depositary
and made available by the Depositary to the Record Holders of Receipts in such manner as the Corporation shall direct and the Depositary
shall agree, either by the issue to such Record Holders of warrants representing such rights, preferences or privileges or by such other
method as may be approved by the Corporation in its discretion with the acknowledgement of the Depositary; provided, however,
that (i) if at the time of issue or offer of any such rights, preferences or privileges the Corporation determines that it is not
lawful or (after consultation with the Depositary) not feasible to make such rights, preferences or privileges available to Holders of
Receipts by the issue of warrants or otherwise, or (ii) if and to the extent so instructed by Holders of Receipts who do not desire
to exercise such rights, preferences or privileges, then the Corporation, in its discretion (with acknowledgement of the Depositary, in
any case where the Corporation has determined that it is not feasible to make such rights, preferences or privileges available), may,
if applicable laws or the terms of such rights, preferences or privileges permit such transfer, sell such rights, preferences or privileges
at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall
be delivered to Equiniti Trust Company (or any successor hereunder) and, if received, in accordance with the written instructions of the
Corporation and, subject to Sections 3.1 and 3.2, be distributed by Equiniti Trust Company (or any successor hereunder) to the Record
Holders of Receipts entitled thereto as provided by Section 4.1 in the case of a distribution received in cash.
4.3.2 The
Corporation shall notify the Depositary whether registration under the Securities Act of the securities to which any rights, preferences
or privileges relate is required in order for Holders of Receipts to be offered or sold the securities to which such rights, preferences
or privileges relate, and the Corporation agrees with the Depositary that it will file promptly a registration statement pursuant to the
Securities Act with respect to such rights, preferences or privileges and securities and use its reasonable best efforts to cause such
registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable
such Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the Holders of Receipts
any right, preference or privilege to subscribe for or to purchase any securities unless and until such registration statement shall have
become effective, or the Corporation shall have provided to the Depositary an opinion of counsel to the effect that the offering and sale
of such securities to the Holders are exempt from registration under the provisions of the Securities Act.
4.3.3 The
Corporation shall notify the Depositary whether any other action under the laws of any jurisdiction or any governmental or administrative
authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to Holders of Receipts,
and the Corporation agrees with the Depositary that the Corporation will use its reasonable best efforts to take such action or obtain
such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such
Holders to exercise such rights, preferences or privileges.
Section 4.4 Notice
of Dividends, etc.; Fixing Record Date for Holders of Receipts.
Whenever any cash dividend or other cash distribution
shall become payable or any distribution other than cash shall be made, or if rights, preferences or privileges shall at any time be offered,
with respect to Preferred Stock, or whenever the Depositary shall receive notice of any meeting at which holders of Preferred Stock are
entitled to vote or of which holders of Preferred Stock are entitled to notice, or whenever the Depositary and the Corporation shall decide
it is appropriate, the Depositary shall in each such instance fix a record date (which shall be the same date as the record date fixed
by the Corporation with respect to or otherwise in accordance with the terms of Preferred Stock) for the determination of the Holders
of Receipts who shall be entitled to receive such dividend, distribution, rights, preferences or privileges or the net proceeds of the
sale thereof, or to give instructions for the exercise of voting rights at any such meeting, or who shall be entitled to notice of such
meeting or for any other appropriate reasons.
Section 4.5 Voting
Rights.
Subject to the provisions of the Certificate of
Designations, upon receipt of notice from the Corporation of any meeting at which the holders of Preferred Stock are entitled to vote,
the Depositary shall, if requested in writing, as soon as practicable thereafter, mail or transmit by such other method approved by the
Depositary, in its reasonable discretion, to the Record Holders of Receipts, as determined on the record date fixed pursuant to Section 4.4,
a notice prepared by the Corporation which shall contain (i) such information as is contained in such notice of meeting, (ii) a
statement that the Holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.4 may, subject
to any applicable restrictions, instruct the Depositary as to the exercise of the voting rights pertaining to the shares of Preferred
Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary
to give a discretionary proxy to a Person designated by the Corporation), and (iii) a brief statement as to the manner in which such
instructions may be given. Upon the written request of the Holders of Receipts on the relevant record date, the Depositary shall to the
extent possible vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of whole
shares of Preferred Stock represented by the Depositary Shares evidenced by all Receipts as to which any particular voting instructions
are received. The Corporation hereby agrees to take all reasonable action which may be deemed necessary by the Depositary in order to
enable the Depositary to vote such shares of Preferred Stock or cause such shares to be voted. In the absence of specific instructions
from the Holder of a Receipt, the Depositary will not vote (but, at its discretion, may appear at any meeting with respect to such Preferred
Stock unless directed to the contrary by the Holders of all the Receipts) to the extent of the Preferred Stock represented by the Depositary
Shares evidenced by such Receipts.
Section 4.6 Changes
Affecting Deposited Securities and Reclassifications, Recapitalizations, etc.
Upon any change in liquidation preference, split-up,
combination or any other reclassification of Preferred Stock, subject to the provisions of the Certificate of Designations, or upon any
recapitalization, reorganization, merger or consolidation affecting the Corporation or to which it is a party, the Depositary shall, upon
the written instructions of the Corporation setting forth any adjustment, (i) make such adjustments as are certified by the Corporation
in (a) the fraction of an interest represented by one Depositary Share in one share of Preferred Stock and (b) the ratio of
the redemption price per Depositary Share to the redemption price per share of Preferred Stock, in each case as stated in such instructions
and (ii) treat any securities or property (including cash) which shall be received by the Depositary in exchange for or upon conversion
of or in respect of Preferred Stock as new deposited property so received in exchange for or upon conversion or in respect of such Preferred
Stock. In any such case, the Depositary shall, upon receipt of written instructions of the Corporation, execute and deliver additional
Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited
property. Anything to the contrary herein notwithstanding, Holders of Receipts shall have the right from and after the effective date
of any such change in liquidation preference, split-up, combination or other reclassification of Preferred Stock or any such recapitalization,
reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender
the shares of Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares and other securities
and property and cash into which the shares of Preferred Stock represented by such Receipts might have been converted or for which such
shares might have been exchanged or surrendered immediately prior to the effective date of such transaction; provided, that the
Depositary shall not have any obligations under this sentence unless and until it has received written instructions from the Corporation.
Section 4.7 Delivery
of Reports.
The Depositary shall make available for inspection
by Holders of Receipts at the Depositary’s Office and at such other places as it may from time to time deem advisable during normal
business hours any reports and communications received from the Corporation that are both received by the Depositary as the holder of
the deposited shares and which the Corporation is required to furnish to the holders of Preferred Stock. In addition, the Depositary shall
transmit, upon written request by the Corporation, certain notices and reports to the Holders of Receipts as provided in Section 5.5.
Section 4.8 Lists
of Receipt Holders.
Promptly upon request from time to time by the
Corporation, the Registrar shall furnish to it a list, as of the most recent practicable date, of the names, addresses and holdings of
Depositary Shares of all registered Holders of Receipts.
Section 4.9 Withholding.
Notwithstanding any other provision of this Agreement,
in the event that the Depositary determines that any distribution in property is subject to any tax or other charge that the Depositary
is obligated by law to withhold, the Depositary may dispose of, by public or private sale, all or a portion of such property in such amounts
and in such manner as the Depositary deems necessary and practicable to pay such taxes or charges, and the Depositary shall distribute
the net proceeds of any such sale or the balance of any such property after deduction of such taxes or charges to the Holders of Receipts
entitled thereto in proportion to the number of Depositary Shares held by them, respectively; provided, however, that in
the event the Depositary determines that such distribution of property is subject to withholding tax only with respect to some but not
all Holders of Receipts, the Depositary will use its best efforts (i) to sell only that portion of such property distributable to
such Holders that is required to generate sufficient proceeds to pay such withholding tax and (ii) to effect any such sale in such
a manner so as to avoid affecting the rights of any other Holders of Receipts to receive such distribution in property.
Article V
The Depositary, the Depositary’s Agents, The Dividend Disbursement Agent, the Registrar, The Transfer Agent, and the Corporation
Section 5.1 Maintenance
of Offices, Agencies and Transfer Books by the Depositary; Registrar.
5.1.1 Upon
execution of this Agreement, the Depositary shall maintain at the Depositary’s Office, facilities for the execution and delivery,
registration and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary’s Agents, if
any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in accordance with the provisions
of this Agreement.
5.1.2 The
Depositary shall keep books at the Depositary’s Office for the registration and registration of transfer of Receipts. Upon direction
by the Corporation and with reasonable notice to the Depositary, the Registrar shall open its books for inspection by the Record Holders
of Receipts as directed by the Corporation; provided, that any Record Holder shall be granted such right by the Corporation only
after certifying that such inspection shall be for a proper purpose reasonably related to such Person’s interest as an owner of
Depositary Shares evidenced by the Receipts.
5.1.3 The
Depositary or Registrar may close such books, at any time or from time to time, when deemed necessary or advisable by the Depositary,
the Registrar, any Depositary’s Agent or the Corporation because of any requirement of law or of any government, governmental body
or commission, stock exchange or any applicable self-regulatory body.
5.1.4 If
the Receipts or the Depositary Shares evidenced thereby or the shares of Preferred Stock represented by such Depositary Shares shall be
listed on one or more national securities exchanges, the Depositary may, with the written approval of the Corporation, appoint a Registrar
(reasonably acceptable to the Corporation) for registration of the Receipts or Depositary Shares in accordance with any requirements of
such exchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchange) may be removed and
a substitute Registrar appointed by the Depositary upon the written request or with the written approval of the Corporation. If the Receipts,
such Depositary Shares or Preferred Stock are listed on one or more other securities exchanges, the Depositary will, at the written request
and expense of the Corporation, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange
of such Receipts, such Depositary Shares or Preferred Stock as may be required by law or applicable securities exchange regulation.
Section 5.2 Prevention
of or Delay in Performance by the Depositary, the Depositary’s Agents, the Dividend Disbursement Agent, the Registrar or the Corporation.
None of the Depositary, any Depositary’s
Agent, the Dividend Disbursement Agent, any Registrar or the Corporation, as the case may be, shall incur any liability to any Holder
of Receipts if by reason of any provision of any present or future law, or regulation thereunder, of the United States of America or of
any other governmental authority or, in the case of the Depositary, the Depositary’s Agent or the Registrar, as the case may be,
by reason of any provision, present or future, of the Corporation’s Second Amended and Restated Certificate of Incorporation (including
the Certificate of Designations) or by reason of any act of God or war or other circumstance beyond the control of the relevant party,
the Depositary, the Depositary’s Agent, the Registrar or the Corporation, as the case may be, shall be prevented or forbidden from,
or subjected to any penalty on account of, doing or performing any act or thing which the terms of this Agreement provide shall be done
or performed; nor shall the Depositary, any Depositary’s Agent, any Registrar or the Corporation, as the case may be, incur liability
to any Holder of a Receipt (i) by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing
which the terms of this Agreement shall provide shall or may be done or performed, or (ii) by reason of any exercise of, or failure
to exercise, any discretion provided for in this Agreement, except in either case, as otherwise explicitly set forth in this Agreement.
Section 5.3 Obligations
of the Depositary, the Depositary’s Agents, the Registrar, Dividend Disbursement Agent, Transfer Agent and the Corporation.
5.3.1 None
of the Depositary, any Depositary’s Agent, Dividend Disbursement Agent, any Registrar, any Transfer Agent or the Corporation, as
the case may be, assumes any obligation or shall be subject to any liability under this Agreement to Holders of Receipts or to any other
Person other than for its gross negligence, willful misconduct or actual fraud (each as finally determined by a non-appealable judgment,
order, decree or ruling of a court of competent jurisdiction). Notwithstanding anything in this Agreement to the contrary, none of the
Depositary, the Depositary’s Agent, Dividend Disbursement Agent, any Registrar, any Transfer Agent or the Corporation, as the case
may be, shall be liable in any event for special, punitive, incidental, indirect or consequential losses or damages of any kind whatsoever
(including but not limited to lost profits), even if they have been advised of the likelihood of such loss or damage and regardless of
the form of action. Any liability of the Depositary, any Depositary’s Agent, Dividend Disbursement Agent or the Registrar or Transfer
Agent, as the case may be, under this Agreement will be limited in the aggregate to an amount equal to the annual fees paid by the Corporation
to such Person, but not including reimbursable expenses; provided, however, that in the event that such liability arises
as a result of gross negligence, willful misconduct or actual fraud (each as finally determined by a non-appealable judgment, order, decree
or ruling of a court of competent jurisdiction) by the Depositary, any of the Depositary’s Agents, Dividend Disbursement Agent,
any Registrar or any Transfer Agent, as the case may be, such limit shall not apply and such liability hereunder shall be instead limited
to the amount of such misappropriated funds or the liability resulting from such gross negligence, actual fraud or willful misconduct
(each as finally determined by a non-appealable judgment, order, decree or ruling of a court of competent jurisdiction).
5.3.2 Subject
to Section 5.3.1, none of the Depositary, any Depositary’s Agent, Dividend Disbursement Agent, any Registrar or any Transfer
Agent, as the case may be, shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect
of Preferred Stock, the Depositary Shares or the Receipts which in the opinion of its counsel may involve it in expense or liability unless
indemnity satisfactory to it against all expense and liability be furnished as often as may be required.
5.3.3 None
of the Depositary, any Depositary’s Agent, Dividend Disbursement Agent, any Registrar, any Transfer Agent or the Corporation, as
the case may be, shall be liable for any action or any failure to act by it in reliance upon the fully-informed written advice of external
legal counsel or accountants, or information from any Person presenting the shares of Preferred Stock for deposit, any Holder of a Receipt
or any other Person believed by it to be competent to give such information. The Depositary, any Depositary’s Agent, Dividend Disbursement
Agent, any Registrar, any Transfer Agent and the Corporation, as the case may be, may each rely and shall each be protected in acting
upon or omitting to act upon any written notice, request, direction or other document reasonably believed by it to be genuine and to have
been signed or presented by the proper party or parties.
5.3.4 The
Depositary, the Depositary’s Agents, Dividend Disbursement Agent, any Transfer Agent or Registrar, as the case may be, shall not
be responsible for any failure to carry out any instruction to vote any of the shares of Preferred Stock or for the manner or effect of
any such vote made, as long as any such action or non-action is not taken with actual fraud, willful misconduct or gross negligence (each
as finally determined by a non-appealable judgment, order, decree or ruling of a court of competent jurisdiction). The Depositary undertakes,
and any Depositary’s Agent, Dividend Disbursement Agent, Registrar and any Transfer Agent, as the case may be, shall be required
to undertake, to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or
obligations shall be read into this Agreement against the Depositary, any Depositary’s Agent, Dividend Disbursement Agent, Registrar
or any Transfer Agent.
5.3.5 The
Depositary may also act as dividend disbursement agent, transfer agent, trustee or registrar of any of the securities of the Corporation
and its Affiliates or act in any other capacity for the Corporation or its Affiliates.
5.3.6 The
Depositary shall not be under any liability for interest on any monies at any time received by it pursuant to any of the provisions of
this Agreement or of the Receipts, the Depositary Shares or Preferred Stock nor shall it be obligated to segregate such monies from other
monies held by it, except as required by law or this Agreement. The Depositary shall not be responsible for advancing funds on behalf
of the Corporation and shall have no duty or obligation to make any payments if it has not timely received sufficient funds to make timely
payments.
5.3.7 In
the event the Depositary, the Depositary’s Agents, Dividend Disbursement Agent, any Transfer Agent or Registrar, as the case may
be, believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper
or document received by the Depositary, the Depositary’s Agents, Dividend Disbursement Agent, any Transfer Agent or Registrar hereunder,
or in the administration of any of the provisions of this Agreement, the Depositary, the Depositary’s Agents, Dividend Disbursement
Agent, any Transfer Agent or Registrar shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting
or suffering to take any action hereunder, the Depositary, the Depositary’s Agents, Dividend Disbursement Agent, any Transfer Agent
or Registrar may, in its reasonable discretion, and after discussion with external legal counsel, upon providing written notice to the
Corporation, refrain from taking any action and the Depositary, the Depositary’s Agents, Dividend Disbursement Agent, any Transfer
Agent or Registrar shall be fully protected and shall not be liable in any way to the Corporation, any Holders of Receipts or any other
Person or entity for refraining from taking such action, unless the Depositary, the Depositary’s Agents, Dividend Disbursement Agent,
any Transfer Agent or Registrar receives written instructions or a certificate of the Corporation which eliminates such ambiguity or uncertainty
to the reasonable satisfaction of the Depositary, the Depositary’s Agents, Dividend Disbursement Agent, any Transfer Agent or Registrar
or which proves or establishes the applicable matter to the reasonable satisfaction of the Depositary, the Depositary’s Agents,
Dividend Disbursement Agent, any Transfer Agent or Registrar, as long as any such non-action is not taken with actual fraud, willful misconduct
or gross negligence (each as finally determined by a non-appealable judgment, order, decree or ruling of a court of competent jurisdiction).
Such written instructions shall be full and complete authorization to the Depositary, the Depositary’s Agents, Dividend Disbursement
Agent, any Transfer Agent or Registrar, as the case may be, and the Depositary, the Depositary’s Agents, Dividend Disbursement Agent,
any Transfer Agent or Registrar shall incur no liability for or in respect of any action taken, suffered or omitted by it under the provisions
of this Agreement in reliance upon such written instructions.
5.3.8 In
the event the Depositary, the Depositary’s Agent, Dividend Disbursement Agent, the Registrar or the Transfer Agent, as the case
may be, shall receive conflicting claims, requests or instructions from any Holders of Receipts, on the one hand, and the Corporation,
on the other hand, the Depositary, the Depositary’s Agent, Dividend Disbursement Agent, the Registrar or the Transfer Agent, as
the case may be, shall be entitled to act on such claims, requests or instructions received from the Corporation, and shall incur no liability
and shall be entitled to the full indemnification set forth in Section 5.6 hereof in connection with any action so taken, as long
as any such action is not taken with actual fraud, willful misconduct or gross negligence (each as finally determined by a non-appealable
judgment, order, decree or ruling of a court of competent jurisdiction).
5.3.9 It
is intended that the Depositary shall not be deemed to be an “issuer” of the securities under the federal securities laws
or applicable state securities laws, it being expressly understood and agreed that the Depositary is acting only in a ministerial capacity
as Depositary for the deposited Preferred Stock. The Depositary will not be under any duty or responsibility to ensure compliance with
any applicable federal or state securities laws in connection with the issuance or transfer of the Receipts, the shares of Preferred Stock
or Depositary Shares.
5.3.10 None
of the Depositary (or its officers, directors, employees or agents), any Depositary’s Agent, any Registrar or any Transfer Agent
makes any representation or has any responsibility as to the validity of any registration statement pursuant to which the Depositary Shares
may be registered under the Securities Act, the deposited Preferred Stock, the Depositary Shares, the Receipts (except its countersignature
thereon) or any instruments referred to therein or herein, or as to the correctness of any statement made in any such registration statement
or herein.
5.3.11 The
Depositary assumes no responsibility for the correctness of the description that appears in the Receipts. Notwithstanding any other provision
herein or in the Receipts, the Depositary makes no representations or warranties as to the validity or genuineness of any shares of Preferred
Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the sufficiency of this Agreement or as to
the value of the Depositary Shares. The Depositary shall not be accountable for the use or application by the Corporation of the Depositary
Shares or the Receipts or the proceeds thereof.
5.3.12 The
obligations of the parties hereto set forth in this Section 5.3 shall survive (i) the replacement, removal or resignation of
the Depositary, Registrar, Dividend Disbursement Agent, Transfer Agent or Depositary’s Agent or (ii) termination of this Agreement.
Section 5.4 Resignation
and Removal of the Depositary; Appointment of Successor Depositary.
5.4.1 The
Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the Corporation, such resignation
to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided.
5.4.2 The
Depositary may at any time be removed by the Corporation by notice of such removal delivered to the Depositary, such removal to take effect
upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided.
5.4.3 In
case at any time the Depositary acting hereunder shall resign or be removed, the Corporation shall, within sixty (60) days after the delivery
of the notice of resignation or removal, as the case may be, seek to appoint a successor Depositary, which shall be (i) a Person
having its principal office in the United States of America and having a combined capital and surplus, along with its Affiliates, of at
least $50,000,000 or (ii) an Affiliate of any such Person. In the event of such removal or resignation, the Corporation will appoint
a successor Depositary and inform the Depositary of the name and address of any successor Depositary so appointed; provided that
the Corporation shall use its reasonable best efforts to ensure that there is at all relevant times when Preferred Stock is outstanding,
a Person or entity appointed and serving as the Depositary. Upon payment of all outstanding fees and expenses hereunder, the Depositary
shall promptly forward to the successor Depositary or its designee any shares of stock held by it and any certificates, letters, notices
and other document that the Depositary may receive after its appointment has so terminated.
5.4.4 If
no successor Depositary shall have been so appointed and have accepted appointment within sixty (60) days after delivery of such notice,
any Record Holder of Receipts hereunder or the Depositary may petition any court of competent jurisdiction for the appointment of a successor
Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting
its appointment and assuming all obligations of the Depositary hereunder, and thereupon such successor Depositary, without any further
act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall
be the Depositary under this Agreement, as a party hereto, and such predecessor, upon payment of all sums due it and on the written request
of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor
hereunder, shall duly assign, transfer and deliver any right, title and interest in the shares of Preferred Stock and any moneys or property
held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such
records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail or transmit by such
other method approved by such successor Depositary, in its reasonable discretion, notice of its appointment to the Record Holders of Receipts.
5.4.5 Any
Person into or with which the Depositary may be merged, consolidated or converted, or any Person to which all or a substantial part of
the assets of the Depositary may be transferred or which succeeds to the shareholder services business of the Depositary shall be the
successor of the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required
hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or its own name as successor
Depositary.
5.4.6 Subject
to Sections 5.4.1 and 5.4.2, the removal or resignation of the Depositary shall automatically be deemed to be a removal of the Depositary
as Registrar, Transfer Agent, Dividend Disbursement Agent, and redemption agent herein without any further act or deed.
Section 5.5 Corporate
Notices and Reports.
The Corporation agrees that it will deliver to
the Depositary, and the Depositary will, promptly after receipt of all necessary information and documents, transmit to the Record Holders
of Receipts, in each case at the addresses recorded in the Depositary’s or Registrar’s books, copies of all notices, reports
and communications from the Corporation (including without limitation financial statements) required by law, by the rules of any
national securities exchange upon which Preferred Stock, the Depositary Shares or the Receipts are listed or by the Corporation’s
Third Amended and Restated Certificate of Incorporation (including the Certificate of Designations), to be furnished to the Record Holders
of Receipts. Such transmission will be at the Corporation’s expense and the Corporation will provide the Depositary with such number
of copies of such documents as the Depositary may reasonably request. In addition, the Depositary will transmit to the Record Holders
of Receipts at the Corporation’s expense such other documents as may be requested in writing by the Corporation.
Section 5.6 Indemnification
by the Corporation.
Notwithstanding Section 5.3 to the contrary,
the Corporation shall indemnify the Depositary, any Depositary’s Agent, Dividend Disbursement Agent, any Registrar and any Transfer
Agent (including each of their officers, directors, agents and employees) against, and hold each of them harmless from and against, any
fee, loss, damage, cost, penalty, fine, judgment, liability or expense (including the reasonable costs and expenses of its legal counsel)
which may arise out of acts performed, taken or omitted to be taken in connection with its acting as Depositary, Depositary’s Agent,
Dividend Disbursement Agent, Registrar or Transfer Agent, respectively, under this Agreement (including, without limitation, the enforcement
by the Depositary, Depositary’s Agent, Dividend Disbursement Agent, Registrar or Transfer Agent, as the case may be, of this Agreement)
and the Receipts by the Depositary, any Registrar or any of their respective agents (including any Depositary’s Agent) and any transactions
or documents contemplated hereby, except for any liability arising out of gross negligence, willful misconduct, or actual fraud (each
as finally determined by a non-appealable judgment, order, decree or ruling of a court of competent jurisdiction) on the respective parts
of any such Person or Persons. The obligations of the Corporation set forth in this Section 5.6 shall survive (i) any succession
of any Depositary, Registrar, Dividend Disbursement Agent, Transfer Agent or Depositary’s Agent or (ii) termination of this
Agreement.
Section 5.7 Fees,
Charges and Expenses.
The Corporation agrees promptly to pay the Depositary
the compensation, as agreed upon with the Corporation, for all services rendered by the Depositary, Depositary’s Agent, Dividend
Disbursement Agent, Transfer Agent and Registrar hereunder and to reimburse the Depositary for its reasonable and documented out-of-pocket
expenses (including reasonable and documented counsel fees and expenses \) incurred by the Depositary, Depositary’s Agent, Dividend
Disbursement Agent, Transfer Agent and Registrar without gross negligence, willful misconduct, or actual fraud (each as finally determined
by a non-appealable judgment, order, decree or ruling of a court of competent jurisdiction) on its part in connection with the services
rendered by it hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of shares of
Preferred Stock and the initial issuance of the Depositary Shares, all withdrawals of shares of Preferred Stock by owners of Depositary
Shares, and any redemption or exchange of shares of Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer
and other taxes and charges arising solely from the existence of the depositary arrangements. All other transfer and other taxes and charges
shall be at the expense of Holders of Depositary Shares. If, at the request of a Holder of Receipts, the Depositary incurs charges or
expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided,
however, that the Depositary may, at its sole option, require a Holder of a Receipt to prepay the Depositary any charge or expense
the Depositary has been asked to incur at the request of such Holder of Receipts. The Depositary shall present its statement for charges
and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.
Article VI
Amendment and Termination
Section 6.1 Amendment.
The form of the Receipts and any provisions of
this Agreement may at any time and from time to time be amended by written agreement between the Corporation and the Depositary in any
respect which they may deem necessary or desirable; provided, however, that no such amendment (other than any change in
the fees of any Depositary, Registrar or Transfer Agent) which shall materially and adversely alter the rights of the Holders of Receipts
shall be effective against the Holders of Receipts unless such amendment shall have been approved by the Holders of Receipts representing
in the aggregate at least a majority of the Depositary Shares then outstanding. Every Holder of an outstanding Receipt at the time any
such amendment becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be
bound by the Agreement as amended thereby. In no event shall any amendment impair the right, subject to the provisions of Sections 2.5
and 2.6 and Article III, of any owner of Depositary Shares to surrender any Receipt evidencing such Depositary Shares to the Depositary
with instructions to deliver to the Holder the shares of Preferred Stock and all money and other property, if any, represented thereby,
except in order to comply with mandatory provisions of applicable law or the rules and regulations of any governmental body, agency
or commission, or the NYSE or any other applicable securities exchange. As a condition precedent to the Depositary’s execution of
any amendment, the Corporation shall deliver to the Depositary a certificate that states that the proposed amendment is in compliance
with the terms of this Section 6.1.
Section 6.2 Termination.
6.2.1 This
Agreement may be terminated by the Corporation or the Depositary only if (i) all outstanding Depositary Shares have been redeemed
pursuant to Section 2.8; (ii) there shall have been made a complete repayment or redemption or a final distribution in respect
of Preferred Stock in connection with any liquidation, dissolution or winding up of the Corporation and such repayment, redemption or
distribution proceeds, as the case may be, shall have been distributed to the Holders of Receipts representing Depositary Shares pursuant
to Section 4.1 or 4.2, as applicable; or (iii) upon the consent of Holders of Receipts representing in the aggregate not less
than two-thirds of the Depositary Shares outstanding.
6.2.2 Upon
the termination of this Agreement, the Corporation shall be discharged from all obligations under this Agreement except for its obligations
to the Depositary, any Depositary’s Agent and any Registrar under Sections 5.6 and 5.7; provided, further, that
Section 5.3 and 5.6 shall survive the termination of this Agreement.
Article VII
Miscellaneous
Section 7.1 Counterparts.
This Agreement may be executed in any number of
counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered,
shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument. Delivery of an executed
counterpart of a signature page to this Agreement by facsimile or other electronic format (including, without limitation, “pdf,”
“tif” or “jpg”) and other electronic signatures (including without limitation, DocuSign and AdobeSign or any other
similar platform) shall be effective as delivery of a manually executed counterpart of this Agreement. The use of electronic signatures
and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received,
or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use
of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including,
without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.
Section 7.2 Exclusive
Benefit of Parties.
This Agreement is for the exclusive benefit of
the parties hereto, and their respective successors hereunder, and shall not be deemed to give any legal or equitable right, remedy or
claim to any other Person whatsoever.
Section 7.3 Invalidity
of Provisions.
In case any one or more of the provisions contained
in this Agreement or in the Receipts should be or become invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby.
Section 7.4 Notices.
Any and all notices to be given to the Corporation
hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail,
or by electronic mail and confirmed by letter, addressed to the Corporation at:
Jackson Financial Inc.
1 Corporate Way
Lansing, MI 48951
Attention: Treasurer
Email: mike.costello@jackson.com
with copies, which shall not constitute notice, to:
Attn: General Counsel
Email: carrie.chelko@jackson.com, and mb_corporatelegal@jackson.com
or at any other addresses of which the Corporation shall have notified
the Depositary in writing.
Any and all notices to be given to the Depositary
hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail,
or by electronic mail and confirmed by letter, addressed to the Depositary at the Depositary’s Office at:
Equiniti Trust Company
1110 Centre Pointe Curve, Suite 101
Mendota Heights, MN 55120
Email: EQSS-AccountManagement@Equiniti.com
Attention: Relationship Manager
or at any other address of which the Depositary shall have notified
the Corporation in writing.
Any and all notices to be given to any Record Holder
of a Receipt hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or
sent by mail, recognized next day courier services, facsimile transmission or electronic mail, confirmed by letter, addressed to such
Record Holder at the address of such Record Holder as it appears on the books of the Depositary; or if such Holder shall have timely filed
with the Depositary a written request that notices intended for such Holder be mailed to some other address, at the address designated
in such request; or in the case of any Global Receipt Depository, in accordance with its applicable procedures and arrangements for notices.
Delivery of a notice sent by mail or as provided
in this Section 7.4 shall be deemed to be effected at the time when a duly addressed letter containing the same (or a confirmation
thereof in the case of a facsimile transmission or electronic mail) is deposited, postage prepaid, in a post office letter box; provided,
that notice to a Global Receipt Depository shall be deemed to be effected at the time such notice is delivered or made as provided in
this Section 7.4; provided, further, that the Depositary or the Corporation may, however, act upon any electronic mail
received by it from the other or from any Holder of a Receipt, notwithstanding that such electronic mail shall not subsequently be confirmed
by letter or as aforesaid.
Section 7.5 Depositary’s
Agents.
The Depositary may from time to time appoint qualified
Depositary’s Agents to act in any respect for the Depositary for the purposes of this Agreement and may at any time appoint additional
Depositary’s Agents and vary or terminate the appointment of such Depositary’s Agents. The Depositary will promptly notify
the Corporation of any such action. The Depositary shall be liable for any act or omission of a Depositary Agent as if such act or omission
were committed by the Depositary.
Section 7.6 Appointment
of Transfer Agent, Registrar, Dividend Disbursement Agent and Redemption Agent in Respect of Receipts and Preferred Stock.
The Corporation hereby appoints Equiniti Trust
Company as Registrar, Dividend Disbursement Agent and redemption agent in respect of the Receipts, and Equiniti Trust Company hereby accepts
such respective appointments. The Corporation hereby appoints Equiniti Trust Company as Transfer Agent, Registrar, Dividend Disbursement
Agent and redemption agent in respect of the Preferred Stock and Equiniti Trust Company hereby accepts such appointments. With respect
to the appointments of Equiniti Trust Company as Transfer Agent, Registrar, Dividend Disbursement Agent and redemption agent in respect
of the Preferred Stock, each of the Corporation and Equiniti Trust Company, in their respective capacities under such appointments, shall
be entitled to the same rights, indemnities, immunities and benefits as the Corporation and Depositary hereunder, respectively, as if
explicitly named in each such provision.
Section 7.7 Holders
of Receipts are Parties.
The Holders of Receipts from time to time shall
be parties to this Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance of delivery
thereof.
Section 7.8 Governing
Law.
This Agreement and the Receipts and all rights
hereunder and thereunder and provisions hereof and thereof shall be governed by, and construed in accordance with, the laws of the State
of New York without giving effect to applicable conflicts of law principles.
Section 7.9 Inspection
of Deposit Agreement.
Copies of this Agreement shall be filed with the
Depositary and the Depositary’s Agents and shall be made available for inspection at the Depositary’s Office and the respective
offices of the Depositary’s Agents during business hours upon reasonable notice to the Depositary by any Holder of a Receipt.
Section 7.10 Headings.
The headings of Articles and Sections in
this Agreement and in the form of the Receipt set forth in Exhibit A hereto have been inserted for convenience only and are
not to be regarded as a part of this Agreement or the Receipts or to have any bearing upon the meaning or interpretation of any provision
contained herein or in the Receipts.
Section 7.11 Confidentiality.
The Depositary and the Corporation agree that all
books, records, information and data pertaining to the business of the other party, including, inter alia, personal, non-public Holder
information, which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement, shall remain confidential,
and shall not be voluntarily disclosed to any other Person, except as may be required by law, rule, regulation or legal process.
Section 7.12 Further
Assurances.
The Corporation shall perform, acknowledge and
deliver or cause to be performed, acknowledged and delivered all such further and other acts, documents, instruments and assurances as
may be reasonably required by the Depositary for the carrying out or performing by the Depositary of the provisions of this Agreement.
[Remainder of Page Intentionally Left Blank.]
IN WITNESS WHEREOF, the undersigned have duly executed
this Agreement as of the date first above written.
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Jackson Financial Inc. |
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By: |
/s/ Marcia Wadsten |
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Name: |
Marcia Wadsten |
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Title: |
Executive Vice President and Chief Financial Officer |
[Signature
Page to Deposit Agreement]
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EQUINITI TRUST COMPANY |
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By: |
/s/ Matthew D. Paseka |
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Name: |
Matthew D. Paseka |
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Title: |
SVP, Relationship Director |
[Signature
Page to Deposit Agreement]
EXHIBIT A
FORM OF RECEIPT
[FORM OF FACE OF RECEIPT]
Unless this receipt is presented by an authorized
representative of The Depository Trust Company, a New York corporation (“DTC”), to Jackson Financial Inc. or its agent
for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in
such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
| NUMBER DR-[ ] |
[ ] DEPOSITARY SHARES |
DEPOSITARY RECEIPT FOR DEPOSITARY SHARES, EACH
REPRESENTING A 1/1,000TH INTEREST IN ONE SHARE OF
Fixed-Rate Reset Noncumulative Perpetual Preferred Stock, Series A, OF
JACKSON FINANCIAL INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
CUSIP 46817M 206
SEE REVERSE FOR CERTAIN DEFINITIONS
DIVIDEND PAYMENT DATES: BEGINNING JUNE 30, 2023,
EACH MARCH 30, JUNE 30, SEPTEMBER 30 AND DECEMBER 30
Equiniti Trust Company, as Depositary (the “Depositary”),
hereby certifies that Cede & Co. is the registered owner of [ ]
DEPOSITARY SHARES (“Depositary Shares”), each Depositary Share representing a 1/1,000th interest in one share of Fixed-Rate
Reset Noncumulative Perpetual Preferred Stock, Series A, $1.00 par value per share, $25,000 liquidation preference per share, of
Jackson Financial Inc., a Delaware corporation (the “Corporation”), on deposit with the Depositary, subject to the
terms and entitled to the benefits of the Deposit Agreement, dated as of March 13, 2023 (the “Agreement”), among
the Corporation, the Depositary and the holders from time to time of the Depositary Receipts. By accepting this Depositary Receipt, the
holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Agreement. This Depositary Receipt shall
not be valid or obligatory for any purpose or entitled to any benefits under the Agreement unless it shall have been executed by the Depositary
by the manual, facsimile or electronic signature of a duly authorized officer or, if a Registrar in respect of the Depositary Receipts
(other than the Depositary) shall have been appointed, by the manual, facsimile or electronic signature of a duly authorized officer thereof.
Dated:
EQUINITI TRUST COMPANY, as Depositary
[FORM OF REVERSE OF RECEIPT]
JACKSON FINANCIAL INC.
JACKSON FINANCIAL INC. WILL FURNISH WITHOUT CHARGE
TO EACH RECEIPTHOLDER WHO SO REQUESTS A COPY OF THE AGREEMENT AND A COPY OR SUMMARY OF THE CERTIFICATE OF DESIGNATIONS OF Fixed-Rate
Reset Noncumulative Perpetual Preferred Stock, Series A, $1.00 par value per share, OF JACKSON FINANCIAL INC. ANY SUCH REQUEST
IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT.
The Corporation will furnish without charge to
each receiptholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights
of each class of stock or series thereof of the Corporation, and the qualifications, limitations or restrictions of such preferences and/or
rights. Such request may be made to the Corporation or to the Transfer Agent.
EXPLANATION OF ABBREVIATIONS
The following abbreviations when used in the form
of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or
regulations. Abbreviations in addition to those appearing below may be used.
| Abbreviation |
|
Equivalent Phrase |
|
Abbreviation |
|
Equivalent Phrase |
| JT TEN |
|
As joint tenants, with right of survivorship and not as tenants in common |
|
TEN BY ENT |
|
As tenants by the entireties |
| TEN IN COM |
|
As tenants in common |
|
UNIF GIFT MIN ACT |
|
Uniform Gifts to Minors Act |
| Abbreviation |
|
Equivalent Word |
|
Abbreviation |
|
Equivalent Word |
|
Abbreviation |
|
Equivalent Word |
| ADM |
|
Administrator(s), Administratrix |
|
EX |
|
Executor(s), Executrix |
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PAR |
|
Paragraph |
| AGMT |
|
Agreement |
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FBO |
|
For the benefit of |
|
PL |
|
Public Law |
| ART |
|
Article |
|
FDN |
|
Foundation |
|
TR |
|
(As) trustee(s), for, of |
| CH |
|
Chapter |
|
GDN |
|
Guardian(s) |
|
U |
|
Under |
| CUST |
|
Custodian for |
|
GDNSHP |
|
Guardianship |
|
UA |
|
Under agreement |
| DEC |
|
Declaration |
|
MIN |
|
Minor(s) |
|
UW |
|
Under will of, Of will of, Under last will & testament |
| EST |
|
Estate, of Estate of |
|
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For value received, hereby sell(s),
assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
Depositary Shares represented by the within Receipt, and do(es) hereby
irrevocably constitute and appoint Attorney to transfer the said Depositary Shares on the books of the within named Depositary with full
power of substitution in the premises.
Dated: __________________
NOTICE: The signature to the assignment must correspond with
the name as written upon the face of this Receipt in every particular, without alteration or enlargement or any change whatsoever.
SIGNATURE GUARANTEED
NOTICE: The signature(s) should be guaranteed by a participant
in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Corporation’s transfer agent. Guarantees by a
notary public are not acceptable.
