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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549  
 
FORM 10-Q
 
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2018  
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             

Commission File No. 001-38469
 
AXA Equitable Holdings, Inc.
(Exact name of registrant as specified in its charter) 
Delaware
 
90-0226248
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
1290 Avenue of the Americas, New York, New York
 
10104
(Address of principal executive offices)
 
(Zip Code)
(212) 554-1234
(Registrant’s telephone number, including area code)

Not applicable
(Former name, former address, and former fiscal year if changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes    ¨      No    x
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes    x      No    ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an “emerging growth company”. See definition of “accelerated filer,” “large accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
¨

  
Accelerated filer
 
¨

 
 
 
 
Non-accelerated filer
 
x   (Do not check if a smaller reporting company)
  
Smaller reporting company
 
¨

 
 
 
 
 
 
 
Emerging growth company
 
¨

 
 
 
 
 
 
 
 
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. ¨
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   ¨ No x
As of June 19, 2018 , 561,000,000 shares of the registrant’s Common Stock, $0.01 par value, were outstanding.


Table of Contents
TABLE OF CONTENTS

   
 
 
Page
PART I
 
 
 
 
Item 1.
 
 
•
 
•
 
•
 
•
 
•
 
•
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
PART II
OTHER INFORMATION
 
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
Item 5.
 
 
 
Item 6.
 
 

Table of Contents

FORWARD-LOOKING STATEMENTS
Certain of the statements included or incorporated by reference in this Quarterly Report on Form 10-Q, including but not limited to those in Management’s Discussion and Analysis of Financial Condition and Results of Operations, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects,” “believes,” “anticipates,” “intends,” “seeks,” “aims,” “plans,” “assumes,” “estimates,” “projects,” “should,” “would,” “could,” “may,” “will,” “shall” or variations of such words are generally part of forward-looking statements. Forward-looking statements are made based on management’s current expectations and beliefs concerning future developments and their potential effects upon AXA Equitable Holdings, Inc. (“Holdings”) and its consolidated subsidiaries. “We,” “us” and “our” refer to Holdings and its consolidated subsidiaries, unless the context refers only to Holdings as a corporate entity. The term “ABLP” refers to AllianceBernstein L.P., a Delaware limited partnership and “AB Holding” refers to AllianceBernstein Holding L.P., a Delaware limited partnership (ABLP and AB Holding, together, “AB”). There can be no assurance that future developments affecting Holdings will be those anticipated by management. Forward-looking statements include, without limitation, all matters that are not historical facts.
Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that forward-looking statements are not guarantees of future performance or outcomes and that actual performance and outcomes, including, without limitation, our actual results of operations or financial condition, may differ materially from those made in or suggested by the forward-looking statements contained herein. In addition, even if our results of operations, financial condition and cash flows are consistent with the forward-looking statements contained herein, those results may not be indicative of results in subsequent periods. New factors emerge from time to time that may cause our business not to develop as we expect, and it is not possible for us to predict all of them. Factors that could cause actual results and outcomes to differ from those reflected in forward-looking statements include, without limitation:
•
Adverse conditions in the global capital markets and the economy;
•
Variable annuity guaranteed benefits features within certain of our products;
•
Inadequacy of our reinsurance and hedging programs;
•
Competition from other insurance companies, banks, asset managers and other financial institutions;
•
The failure of our new business strategy in accomplishing our objectives;
•
Risks related to our Investment Management and Research segment, including significant fluctuations in AB’s assets under management (“AUM”), the industry-wide shift from actively-managed investment services to passive services, termination of investment advisory agreement, inability to deliver consistent performance, the quantitative models AB uses in certain of its investment services containing errors, and fluctuations in exchange rates;
•
Inability to recruit, motivate and retain key employees and experienced and productive financial professionals;
•
The amount of statutory capital we have and must hold to meet our statutory capital requirements and our financial strength and credit ratings varying significantly from time to time;
•
Holdings’ dependence on the ability of its subsidiaries to pay dividends and other distributions to Holdings, and the failure of its insurance subsidiaries to generate sufficient statutory earnings or have sufficient statutory surplus to enable them to pay ordinary dividends;
•
Operational failures, failure of information systems or failure to protect the confidentiality of customer information, including by service providers, or losses due to defaults, errors or omissions by third parties and affiliates;
•
Risks related to strategic transactions;
•
The occurrence of a catastrophe, including natural or man-made disasters;
•
Failure to protect our intellectual property and infringement claims by a third party;
•
Our investment advisory agreements with clients, and selling and distribution agreements with various financial intermediaries and consultants, being subject to termination or non-renewal on short notice;


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•
Failure of our insurance to fully cover potential exposures;
•
Changes in accounting standards;
•
Risks and increased compliance and regulatory costs due to certain of our administrative operations and offices being located internationally;
•
Our counterparties’ requirements to pledge collateral or make payments related to declines in estimated fair value of specified assets and changes in the actual or perceived soundness or condition of other financial institutions and market participants;
•
Gross unrealized losses on fixed maturity and equity securities, illiquid investments and defaults on investments;
•
Changes to policyholder behavior assumptions under the contracts reinsured to our affiliated captives, the performance of their hedging program, their liquidity needs, their overall financial results and changes in regulatory requirements regarding the use of captives;
•
The failure to administer or meet any of the complex product and regulatory requirements of our retirement and protection products;
•
Changes in statutory reserve or other requirements;
•
A downgrade in our financial strength and claims-paying ratings;
•
Consolidation of or a loss of, or significant change in, key product distribution relationships;
•
The failure of our risk management policies and procedures to be adequate to identify, monitor and manage risks;
•
Inadequate reserves due to differences between our actual experience and management’s estimates and assumptions;
•
Mortality, longevity and morbidity rates or persistency rates differing significantly from our pricing expectations;
•
The acceleration of the amortization of deferred acquisition costs (“DAC”);
•
Inherent uncertainty in our financial models that rely on a number of estimates, assumptions and projections;
•
Subjective determination of the amount of allowances and impairments taken on our investments;
•
Changes in the partnership structure of AB Holding and ABLP or changes in the tax law governing partnerships;
•
U.S. federal and state legislative and regulatory action affecting financial institutions and changes in supervisory and enforcement policies;
•
The Tax Cuts and Jobs Act, enacted on December 22, 2017 (the “Tax Reform Act”) and future changes in U.S. tax laws and regulations or interpretations thereof;
•
Adverse outcomes of legal or regulatory actions;
•
Conflicts of interest that arise because our controlling stockholder and its affiliates have continuing agreements and business relationships with us;
•
Our failure to effectively remediate the material weaknesses in our internal control over financial reporting;
•
Costs associated with any rebranding that we expect to undertake after AXA S.A. (“AXA”) ceases to own at least a majority of our outstanding common stock;
•
Failure to replicate or replace functions, systems and infrastructure provided by AXA or certain of its affiliates and loss of benefits from AXA’s global contracts; and
•
Future sales of shares by existing stockholders could cause our stock price to decline.


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Forward-looking statements should be read in conjunction with the other cautionary statements included and the risks, uncertainties and other factors identified in Holdings’ prospectus dated May 9, 2018, filed on May 11, 2018 with the U.S. Securities and Exchange Commission pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, including in the section entitled “Risk Factors,” and elsewhere in this Quarterly Report on Form 10-Q. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as otherwise may be required by law. 


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PART I FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements

AXA EQUITABLE HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
 
March 31,
2018
 
December 31,
2017
 
(Unaudited)
 
 
 
(in millions, except
share amounts)
 
 
 
 
ASSETS
 
 
 
Investments:
 
Fixed maturities available for sale, at fair value (amortized cost of $43,268 and $45,068)
$
43,484

 
$
46,941

Mortgage loans on real estate (net of valuation allowance of $7 and $8)
11,333

 
10,952

Real estate held for production of income (1)
52

 
390

Policy loans
3,776

 
3,819

Other equity investments (1)
1,258

 
1,392

Trading securities, at fair value
14,919

 
14,170

Other invested assets (1)
4,061

 
4,118

Total investments
78,883

 
81,782

Cash and cash equivalents (1)
6,091

 
4,814

Cash and securities segregated, at fair value
1,025

 
825

Broker-dealer related receivables
2,300

 
2,158

Deferred policy acquisition costs
6,288

 
5,969

Goodwill and other intangible assets, net
4,813

 
4,824

Amounts due from reinsurers
4,953

 
5,023

Loans to affiliates
885

 
1,230

GMIB reinsurance contract asset, at fair value
1,734

 
1,894

Current and deferred tax assets
225

 
67

Other assets (1)
3,239

 
2,510

Separate Accounts assets
121,858

 
124,552

Total assets
$
232,294

 
$
235,648

 
 
 
 
LIABILITIES
 
 
 
Policyholders’ account balances
$
47,666

 
$
47,171

Future policy benefits and other policyholders’ liabilities
29,586

 
30,299

Broker-dealer related payables
466

 
783

Securities sold under agreements to repurchase
1,904

 
1,887

Customers related payables
2,549

 
2,229

Amounts due to reinsurers
1,396

 
1,436

Short-term and Long-term debt (1)
2,373

 
2,408



4
AXA EQUITABLE HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS—CONTINUED


 
March 31,
2018
 
December 31,
2017
 
(Unaudited)
 
 
 
(in millions, except
share amounts)
Loans from affiliates
2,530

 
3,622

Other liabilities (1)
4,342

 
4,053

Separate Accounts liabilities
121,858

 
124,552

Total liabilities
$
214,670

 
$
218,440

Redeemable noncontrolling interest (1)
$
1,024

 
$
626

Commitments and contingent liabilities (Note 14)

 

 
 
 
 
EQUITY
 
 
 
Equity attributable to Holdings:
 
 
 
Common stock, $0.01 par value, 2,000,000,000 shares authorized and 561,000,000 issued and outstanding
$
6

 
$
6

Capital in excess of par value
2,050

 
1,298

Retained earnings
12,455

 
12,289

Accumulated other comprehensive income (loss)
(946
)
 
(108
)
Total equity attributable to Holdings
13,565

 
13,485

Noncontrolling interest
3,035

 
3,097

Total equity
16,600

 
16,582

Total Liabilities, Redeemable Noncontrolling Interest and Equity
$
232,294

 
$
235,648


(1)    See Note 2 for details of balances with variable interest entities.

See Notes to Consolidated Financial Statements (Unaudited).


5
AXA EQUITABLE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(UNAUDITED)


 
Three Months Ended
March 31,
 
2018
 
2017
 
(in millions, except earnings per share amounts)
REVENUES
 
 
 
Policy charges and fee income
$
972

 
$
956

Premiums
279

 
281

Net derivative gains (losses)
(281
)
 
(235
)
Net investment income (loss)
591

 
780

Investment gains (losses), net:
 
 
 
Total other-than-temporary impairment losses
—

 
(1
)
Other investment gains (losses), net
102

 
(23
)
Total investment gains (losses), net
102

 
(24
)
Investment management and service fees
1,055

 
954

Other income
117

 
118

Total revenues
2,835

 
2,830

BENEFITS AND OTHER DEDUCTIONS
 
 
 
Policyholders’ benefits
608

 
1,093

Interest credited to policyholders’ account balances
271

 
246

Compensation and benefits (includes $40 and $41 of deferred acquisition costs)
620

 
539

Commissions and distribution related payments (includes $120 and $132 of deferred acquisition costs)
411

 
395

Interest expense
46

 
35

Amortization of deferred policy acquisition costs, net (net of capitalization of $160 and $173)
15

 
(55
)
Other operating costs and expenses
494

 
744

Total benefits and other deductions
2,465

 
2,997

Income (loss) from continuing operations, before income taxes
370

 
(167
)
Income tax (expense) benefit
(79
)
 
(30
)
Net income (loss)
291

 
(197
)
Less: net (income) loss attributable to the noncontrolling interest
(123
)
 
(93
)
Net income (loss) attributable to Holdings
$
168

 
$
(290
)
 
 
 
 
EARNINGS PER SHARE
 
 
 
Earnings per share - Common stock
 
 
 
Basic
$
0.30

 
$
(0.52
)
Diluted
$
0.30

 
$
(0.52
)
Weighted average common shares outstanding
561

 
561


See Notes to Consolidated Financial Statements (Unaudited).


6
AXA EQUITABLE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)

 
Three Months Ended
March 31,
 
2018
 
2017
 
(in millions)
COMPREHENSIVE INCOME (LOSS)
 
 
 
Net income (loss)
$
291

 
$
(197
)
Other comprehensive income (loss) net of income taxes:
 
 
 
Foreign currency translation adjustment
(5
)
 
8

Change in unrealized gains (losses), net of reclassification adjustment
(960
)
 
104

Changes in defined benefit plan related items not yet recognized in periodic benefit cost, net of reclassification adjustment
133

 
25

Total other comprehensive income (loss), net of income taxes
(832
)
 
137

Comprehensive income (loss)
(541
)
 
(60
)
Less: Comprehensive (income) loss attributable to noncontrolling interest
(129
)
 
(100
)
Comprehensive income (loss) attributable to Holdings
$
(670
)
 
$
(160
)

See Notes to Consolidated Financial Statements (Unaudited).



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AXA EQUITABLE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF EQUITY
(UNAUDITED)

 
Three Months Ended
March 31,
 
2018
 
2017
 
(in millions)
Equity attributable to Holdings:
 
 
Common stock, at par value, beginning of year and end of period
$
6

 
$
6

 
 
 
 
Capital in excess of par value, beginning of year
$
1,298

 
$
931

Capital contribution from parent
695

 
—

Changes in capital in excess of par value
57

 
11

Capital in excess of par value, end of period
$
2,050

 
$
942

 
 
 
 
Retained earnings, beginning of year
$
12,289

 
$
11,439

Impact of adoption of revenue recognition standard ASC 606
13

 
—

Net income (loss)
168

 
(290
)
Stockholder dividends
(15
)
 
—

Retained earnings, end of period
$
12,455

 
$
11,149

 
 
 
 
Accumulated other comprehensive income (loss), beginning of year
$
(108
)
 
$
(921
)
Other comprehensive income (loss)
(838
)
 
130

Accumulated other comprehensive income (loss), end of period
(946
)
 
(791
)
Total Holdings’ equity, end of period
$
13,565

 
$
11,306

 
 
 
 
Noncontrolling interest, beginning of year
$
3,097

 
$
3,142

Impact of adoption of revenue recognition standard ASC 606
19

 
—

Repurchase of AB Holding units
(1
)
 
—

Net income (loss) attributable to noncontrolling interest
103

 
77

Dividends paid to noncontrolling interest
(135
)
 
(108
)
Other comprehensive income (loss) attributable to noncontrolling interest
6

 
7

Other changes in noncontrolling interest
(54
)
 
(13
)
Noncontrolling interest, end of period
3,035

 
3,105

Total Equity, End of Period
$
16,600

 
$
14,411


See Notes to Consolidated Financial Statements (Unaudited).



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AXA EQUITABLE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)


 
Three Months Ended
March 31,
 
2018
 
2017
 
(in millions)
Net income (loss)
$
291

 
$
(197
)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
 
 
 
Interest credited to policyholders’ account balances
271

 
246

Policy charges and fee income
(972
)
 
(956
)
Realized and unrealized gains (losses) on trading securities
120

 
(91
)
Net derivative (gains) losses
281

 
235

Investment (gains) losses, net
(102
)
 
24

Non-cash pension restructuring
102

 
—

Amortization of deferred compensation
12

 
8

Amortization of deferred sales commission
7

 
9

Other depreciation and amortization
(20
)
 
(42
)
Amortization of deferred cost of reinsurance asset
5

 
5

Change in goodwill
—

 
369

Distribution from joint ventures and limited partnerships
25

 
26

Changes in:
 
 
 
Net broker-dealer and customer related receivables/payables
283

 
297

Reinsurance recoverable
32

 
27

Segregated cash and securities, net
(208
)
 
(310
)
Deferred policy acquisition costs
15

 
(55
)
Future policy benefits
(254
)
 
296

Current and deferred income taxes
103

 
252

Other, net
(255
)
 
(71
)
Net cash provided by (used in) operating activities
(264
)
 
72

 
 
 
 
Cash flows from investing activities:
 
 
 
Proceeds from the sale/maturity/prepayment of:
 
 
 
Fixed maturities, available for sale
4,288

 
1,033

Mortgage loans on real estate
68

 
209

Trading account securities
1,629

 
2,844

Other
54

 
56

Payment for the purchase/origination of:
 
 
 
Fixed maturities, available for sale
(3,245
)
 
(1,428
)
Mortgage loans on real estate
(447
)
 
(632
)
Trading account securities
(2,613
)
 
(3,928
)
Other
(48
)
 
(28
)
Cash settlements related to derivative instruments
(54
)
 
(1,400
)
Decrease in loans to affiliates
346

 
12

Change in short-term investments
876

 
573



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AXA EQUITABLE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS—CONTINUED
(UNAUDITED)


 
Three Months Ended
March 31,
 
2018
 
2017
Investment in capitalized software, leasehold improvements and EDP equipment
(24
)
 
(19
)
Other, net
(371
)
 
(191
)
Net cash provided by (used in) investing activities
459

 
(2,899
)
 
 
 
 
Cash flows from financing activities:
 
 
 
Policyholders’ account balances:
 
 
 
Deposits
2,532

 
2,790

Withdrawals
(1,384
)
 
(1,342
)
       Transfer (to) from Separate Accounts
(102
)
 
186

Change in short-term financings
167

 
95

Repayment of loans from affiliates
—

 
(56
)
Proceeds from loans from affiliates
—

 
109

Change in collateralized pledged assets
17

 
347

Change in collateralized pledged liabilities
56

 
967

(Decrease) increase in overdrafts payable
7

 
50

Cash Contribution from Parent
8

 
—

Shareholder dividend paid
(15
)
 
—

Repurchase of AB Holding units
(1
)
 
(31
)
Redemptions of non-controlling interests of consolidated VIEs, net
373

 
(3
)
Distribution to noncontrolling interests in consolidated subsidiaries
(135
)
 
(112
)
Increase (decrease) in Securities sold under agreement to repurchase
17

 
(370
)
Increase (decrease) in loans from affiliates
(470
)
 
—

Other, net
4

 
—

Net cash provided by (used in) financing activities
1,074

 
2,630

Effect of exchange rate changes on cash and cash equivalents
8

 
8

Change in cash and cash equivalents
1,277

 
(189
)
Cash and cash equivalents, beginning of year
4,814

 
5,654

Cash and Cash Equivalents, End of Period
$
6,091

 
$
5,465

 
 
 
 
Non-cash transactions during the Period
 
 
 
Capital contribution from Parent
$
630

 
$
—

Repayment of Loans from affiliates
$
(622
)
 
$
—

Contribution of 0.5% minority interest in AXF
$
65

 
$
—

Repayment of long-term debt
$
202

 
$
—


See Notes to Consolidated Financial Statements (Unaudited).


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AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


1)     ORGANIZATION
Business
AXA Equitable Holdings, Inc. (“Holdings” and, collectively with its consolidated subsidiaries, the “Company”) is the holding company for a diversified financial services organization. In May 2017, AXA S.A. (“AXA”), a French holding company for the AXA Group, a worldwide leader in life, property and casualty and health insurance and asset management, announced its intention to pursue the sale of a minority stake in Holdings through an initial public offering (the “IPO”). On May 14, 2018 , Holdings completed the IPO in which AXA sold 157,837,500 shares of Holdings common stock to the public. Following the IPO, AXA owns approximately 71.9% of the outstanding common stock of Holdings.
The Company conducts operations in four segments: Individual Retirement, Group Retirement, Investment Management and Research, and Protection Solutions. The Company’s management evaluates the performance of each of these segments independently.
•
The Individual Retirement segment offers a diverse suite of variable annuity products which are primarily sold to affluent and high net worth individuals saving for retirement or seeking retirement income.
•
The Group Retirement segment offers tax-deferred investment and retirement plans sponsored by educational entities, municipalities and not-for-profit entities as well as small and medium-sized businesses.
•
The Investment Management and Research segment provides diversified investment management, research and related solutions globally to a broad range of clients through three main client channels—Institutional, Retail and Private Wealth Management—and distributes its institutional research products and solutions through Bernstein Research Services. The Investment Management and Research segment reflects the business of AllianceBernstein Holding L.P. (“AB Holding”), AllianceBernstein L.P. (“ABLP”) and their subsidiaries (collectively, “AB”).
•
The Protection Solutions segment includes the Company’s life insurance and group employee benefits businesses. The life insurance business offers a variety of variable universal life, indexed universal life and term life products to help affluent and high net worth individuals, as well as small and medium-sized business owners, with their wealth protection, wealth transfer and corporate needs. Our group employee benefits business offers a suite of life, short- and long-term disability, dental and vision insurance products to small and medium-size businesses across the United States.
The Company reports certain activities and items that are not included in our segments in Corporate and Other. Corporate and Other includes certain of our financing and investment expenses. It also includes: the AXA Advisors broker-dealer business, closed block of life insurance (the “Closed Block”), run-off variable annuity reinsurance business, run-off group pension business, run-off health business, benefit plans for our employees, certain strategic investments and certain unallocated items, including capital and related investments, interest expense and corporate expense. AB’s results of operations are reflected in the Investment Management and Research segment. Accordingly, Corporate and Other does not include any items applicable to AB.
At March 31, 2018 and March 31, 2017 , the Company’s economic interest in AB was 46.5 % and 45.8% , respectively. At March 31, 2018 and March 31, 2017 , respectively, AXA and its subsidiaries’ economic interest in AB was 64.4% and 63.8% .
In March 2018, AXA contributed the 0.5% minority interest in AXA Financial, Inc. (“AXA Financial”) to Holdings so that Holdings now owns 100% of AXA Financial.


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AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

On April 23, 2018, Holdings entered into a Purchase Agreement (the “Purchase Agreement”) with Coliseum Reinsurance Company (“Coliseum”), an affiliate, relating to the purchase and sale of all of the units of limited partnership of ABLP (the “AB Units”) owned by Coliseum. Pursuant to the Purchase Agreement, Holdings purchased from Coliseum 8,160,000 AB Units owned by Coliseum at a purchase price of $26.54 per AB Unit.
On April 23, 2018, Holdings entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with AXA Investment Managers S.A., an affiliate, relating to the purchase and sale of all of the issued and outstanding shares of common stock of AXA-IM Holding U.S., Inc. As a result of the transactions contemplated by the Stock Purchase Agreement, Holdings acquired beneficial ownership to the 41,934,582 AB Units owned by AXA-IM Holding U.S., Inc.
As a result of these transactions, at April 30, 2018, the Company’s economic interest in AB was approximately 65.0% . The general partner of AB, AllianceBernstein Corporation (the “General Partner”), is a wholly-owned subsidiary of the Company. Because the General Partner has the authority to manage and control the business of AB, AB is consolidated in the Company’s financial statements.
See Note 18 to the Notes to Consolidated Financial Statements for additional information on these subsequent events.
Basis of Presentation
The Unaudited Interim Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) on a basis consistent with reporting interim financial information in accordance with instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Intercompany balances and transactions have been eliminated.
In the opinion of management, all adjustments necessary for a fair statement of the financial position and results of operations have been made. All such adjustments are of a normal, recurring nature. Interim results are not necessarily indicative of the results that may be expected for the full year. These financial statements should be read in conjunction with the Company’s Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.
The terms “ first quarter 2018 ” and “ first quarter 2017 ” refer to the three months ended March 31, 2018 and 2017 , respectively. The terms “ first three months of 2018 ” and “ first three months of 2017 ” refer to the three months ended March 31, 2018 and 2017 , respectively.

2)     SIGNIFICANT ACCOUNTING POLICIES
Adoption of New Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (“FASB”) issued new guidance that revises the recognition criteria for revenue arising from contracts with customers to provide goods or services, except when those revenue streams are from insurance and investment contracts, leases, rights and obligations that are in the scope of certain financial instruments (i.e., derivative contracts) and guarantees other than product or service warranties, for which existing revenue recognition requirements are not superseded by this guidance. On January 1, 2018, the Company adopted the new revenue recognition guidance on a modified retrospective basis and is providing in its first quarter 2018 reporting the additional disclosures required by the new standard. Adoption of this new guidance did not change the amounts or timing of the Company’s revenue recognition for base investment management and advisory fees, distribution revenues, shareholder servicing revenues, and broker-dealer revenues. However, some performance-based fees and carried-interest distributions that prior to adoption were recognized when no risk of reversal remained, in certain instances under the new standard may be recognized earlier if it is probable that significant reversal will not occur. As a result, on January 1, 2018, the Company recognized a cumulative effect adjustment, net of tax, to increase opening equity attributable to Holdings and the noncontrolling interest by approximately $13 million and $19 million ,


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

respectively, reflecting the impact of carried-interest distributions previously received by AB of approximately $78 million , net of revenue sharing payments to investment team members of approximately $43 million , for which it is probable that significant reversal will not occur and for which incremental tax is provided at Holdings.
In January 2016, the FASB issued new guidance related to the recognition and measurement of financial assets and financial liabilities. The new guidance primarily affects the accounting for equity investments, financial liabilities under the fair value option, and presentation and disclosure requirements for financial instruments. In addition, the FASB clarified guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale (“AFS”) debt securities.  The new guidance requires equity investments in unconsolidated entities, except those accounted for under the equity method, to be measured at fair value through earnings, thereby eliminating the AFS classification for equity securities with readily determinable fair values for which changes in fair value currently are reported in Accumulated Other Comprehensive Income (Loss) (“AOCI”). On January 1, 2018, the Company adopted the new recognition requirements on a modified retrospective basis for changes in the fair value of AFS equity securities, resulting in no material reclassification adjustment from AOCI to opening retained earnings for the net unrealized gains, net of tax, related to approximately $46 million common stock securities and eliminated their designation as AFS equity securities. The new guidance does not apply to FHLB common stock and prohibits such investments from being classified as equity securities subject to the new guidance. Accordingly, the Company has classified its investment in the FHLB common stock as other invested assets at March 31, 2018. The Company’s investment assets held in the form of equity interests in unconsolidated entities, such as limited partnerships and limited liability companies, including hedge funds, private equity funds, and real estate-related funds, generally are accounted for under the equity method and were not impacted by this new guidance.  The Company does not currently report any of its financial liabilities under the fair value option. 
In March 2017, the FASB issued new guidance on the presentation of net periodic pension and post-retirement benefit costs that requires retrospective disaggregation of the service cost component from the other components of net benefit costs on the income statement. The service cost component is required to be presented with other employee compensation costs in “income from operations,” and the remaining components are to be reported separately outside of income from operations. While this standard did not change how net periodic pension and post-retirement benefit costs are measured, it limits the amount eligible for capitalization on a prospective basis to the service cost component. On January 1, 2018, the Company adopted the change in the income statement presentation utilizing the practical expedient for determining the historical components of net benefit costs, resulting in no material impact to the consolidated financial statements. In addition, no changes to the Company’s capitalization policies with respect to benefit costs resulted from the adoption of the new guidance.
In May 2017, the FASB issued guidance on share-based payments. The amendment provides clarity intended to reduce diversity in practice and the cost and complexity of accounting for changes to the terms or conditions of share-based payment awards. The new guidance is effective for interim and annual periods beginning after December 15, 2017 and requires prospective application to awards modified on or after the date of adoption. Adoption of this amendment on January 1, 2018 did not have a material impact on the Company’s consolidated financial statements.
In August 2016, the FASB issued new guidance to simplify elements of cash flow classification. The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The new guidance is effective for interim and annual periods beginning after December 15, 2017 and requires application of a retrospective transition method. Adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.
Future Adoption of New Accounting Pronouncements
In February 2018, the FASB issued new guidance that will permit, but not require, entities to reclassify to retained earnings tax effects “stranded” in AOCI resulting from the change in federal tax rate enacted by the Tax Cuts and Jobs Act (the “Tax Reform Act”) on December 22, 2017. An entity that elects this option must reclassify these stranded tax effects for all items in AOCI, including, but not limited to, AFS securities and employee benefits. Tax effects stranded in AOCI for other reasons, such as prior changes in tax law, may not be reclassified. While the new guidance provides entities the option to reclassify these amounts, new disclosures are required regardless of whether entities elect to do


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

so. The new guidance is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. Election can be made either to apply the new guidance retrospectively to each period in which the effect of the Tax Reform Act is recognized or in the period of adoption. Management currently is evaluating the options provided for adopting this guidance and the potential impacts on the Company’s consolidated financial statements.
In August 2017, the FASB issued new guidance on accounting for hedging activities, intended to more closely align the financial statement reporting of hedging relationships to the economic results of an entity’s risk management activities. In addition, the new guidance makes certain targeted modifications to simplify the application of current hedge accounting guidance. The new guidance is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years, with early application permitted. The effect of adoption should be reflected as of the beginning of the fiscal year of adoption (that is, the initial application date). All transition requirements and elections should be applied to derivatives positions and hedging relationships existing on the date of adoption.  Management currently is evaluating the impact that adoption of this guidance will have on the Company’s consolidated financial statements.
In March 2017, the FASB issued guidance that requires certain premiums on callable debt securities to be amortized to the earliest call date and is intended to better align interest income recognition with the manner in which market participants price these instruments.  The new guidance is effective for interim and annual periods beginning after December 15, 2018 with early adoption permitted and is to be applied on a modified retrospective basis. Management currently is evaluating the impact that adoption of this guidance will have on the Company’s consolidated financial statements.
In June 2016, the FASB issued new guidance related to the accounting for credit losses on financial instruments. The new guidance introduces an approach based on expected losses to estimate credit losses on certain types of financial instruments. It also modifies the impairment model for available-for-sale debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration since their origination. The new guidance is effective for interim and annual periods beginning after December 15, 2019 with early adoption permitted for annual periods beginning after December 15, 2018. Management currently is evaluating the impact that adoption of this guidance will have on the Company’s consolidated financial statements.
In February 2016, the FASB issued revised guidance to lease accounting that will require lessees to recognize on the balance sheet a “right-of-use” asset and a lease liability for virtually all lease arrangements, including those embedded in other contracts. The new lease accounting model will continue to distinguish between capital and operating leases. The current straight-line pattern for the recognition of rent expense on an operating lease is expected to remain substantially unchanged by the new guidance but instead will be comprised of amortization of the right-of-use asset and interest cost on the related lease obligation, thereby resulting in an income statement presentation similar to a financing arrangement or capital lease. Lessor accounting will remain substantially unchanged from the current model but has been updated to align with certain changes made to the lessee model. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The transition provisions require application on a modified retrospective approach at the beginning of the earliest comparative period presented in the financial statements (that is, January 1, 2017).  Extensive quantitative and qualitative disclosures, including significant judgments made by management, will be required to provide greater insight into the extent of revenue and expense recognized and expected to be recognized from existing lease contracts and arrangements. Management currently is evaluating the impact that adoption of this guidance will have on the Company’s consolidated financial statements.
Revenue Recognition
Investment Management and Service Fees and Related Expenses
Reported as Investment management and service fees in the Company’s consolidated statements of income (loss) are investment advisory and service fees, distribution revenues, and institutional research services revenues principally emerging from the Investment Management and Research segment. Also included are investment management and administrative service fees earned by AXA Equitable Funds Management Group, LLC (“AXA Equitable FMG”) and


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

reported in the Retirement and Protection segments as well as certain asset-based fees associated with insurance contracts.
Investment management, advisory, and service fees
AB provides asset management services by managing customer assets and seeking to deliver returns to investors. Similarly, AXA Equitable FMG provides investment management and administrative services, such as fund accounting and compliance services, to AXA Premier VIP Trust (“VIP Trust”), EQ Advisors Trust (“EQAT”) and 1290 Funds as well as two private investment trusts established in the Cayman Islands, AXA Allocation Funds Trust and AXA Offshore Multimanager Funds Trust (collectively, the “Other AXA Trusts”). The contracts supporting these revenue streams create a distinct, separately identifiable performance obligation for each day the assets are managed for the performance of a series of services that are substantially the same and have the same pattern of transfer to the customer. Accordingly, these investment management, advisory, and administrative service base fees are recorded over time as services are performed and entitle the Company to variable consideration. Base fees, generally calculated as a percentage of assets under management (“AUM”), are recognized as revenue at month-end when the transaction price no longer is variable and the value of the consideration is determined. These fees are not subject to claw back and there is minimal probability that a significant reversal of the revenue recorded will occur.
Certain investment advisory contracts of AB, including those associated with hedge funds or other alternative investments, provide for a performance-based fee (including carried interest), in addition to a base advisory fee, calculated either as a percentage of absolute investment results or a percentage of investment results in excess of a stated benchmark over a specified period of time. These performance-based fees are forms of variable consideration and, therefore, are excluded from the transaction price until it becomes probable there will not be significant reversal of the cumulative revenue recognized. At each reporting date, the Company evaluates constraining factors surrounding the variable consideration to determine the extent to which, if any, revenues associated with the performance-based fee can be recognized. Constraining factors impacting the amount of variable consideration included in the transaction price include contractual claw-back provisions, the length of time of the uncertainty, the number and range of possible amounts, the probability of significant fluctuations in fund’s market value, and the level in which the fund’s value exceeds the contractual threshold required to earn such a fee and the materiality of the amount being evaluated. Prior to adoption of the new revenue recognition guidance on January 1, 2018, the Company recognized performance-based fees at the end of the applicable measurement period when no risk of reversal remained, and carried-interest distributions received as deferred revenues until no risk of reversal remained.
Sub-advisory and sub-administrative expenses associated with these services are calculated and recorded as the related services are performed in Other operating costs and expense in the consolidated statements of income (loss) as the Company is acting in a principal capacity in these transactions and, as such, reflects these revenues and expenses on a gross basis.
Research services
Research services revenue principally consists of brokerage transaction charges received by Sanford C. Bernstein & Co. LLC (“SCB LLC”) and Sanford C. Bernstein Limited (“SCBL”) for providing equity research services to institutional clients. Brokerage commissions for trade execution services and related expenses are recorded on a trade-date basis when the performance obligations are satisfied. Generally, the transaction price is agreed upon at the point of each trade and based upon the number of shares traded or the value of the consideration traded. Research revenues are recognized when the transaction price is quantified, collectability is assured, and significant reversal of such revenue is not probable.
Distribution services
Revenues from distribution services include fees received as partial reimbursement of expenses incurred in connection with the sale of certain AB sponsored mutual funds and the 1290 Funds and for the distribution primarily of EQAT and VIP Trust shares to separate accounts in connection with the sale of variable life and annuity contracts. The amount


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

and timing of revenues recognized from performance of these distribution services often is dependent upon the contractual arrangements with the customer and the specific product sold as further described below.
Most open-end management investment companies, such as U.S. funds and the EQAT and VIP Trusts and the 1290 Funds, have adopted a plan under Rule 12b-1 of the Investment Company Act that allows for certain share classes to pay out of assets, distribution and service fees for the distribution and sale of its shares (“12b-1 Fees”). These open-end management investment companies have such agreements with the Company, and the Company has selling and distribution agreements pursuant to which it pays sales commissions to the financial intermediaries that distribute the shares. These agreements may be terminated by either party upon notice (generally 30 days) and do not obligate the financial intermediary to sell any specific amount of shares.
The Company records 12b-1 fees monthly based upon a percentage of the net asset value (“NAV”) of the funds. At month-end, the variable consideration of the transaction price is no longer constrained as the NAV can be calculated and the value of consideration is determined. These services are separate and distinct from other asset management services as the customer can benefit from these services independently of other services. The Company accrues the corresponding 12b-1 fees paid to sub-distributors monthly as the expenses are incurred. The Company is acting in a principal capacity in these transactions; as such, these revenues and expenses are recorded on a gross basis in the consolidated statements of income (loss).
AB sponsored mutual funds offer back-end load shares in limited instances and charge the investor a contingent deferred sales charge (“CDSC”) if the investment is redeemed within a certain period. The variable consideration for these contracts is contingent upon the timing of the redemption by the investor and the value of the sales proceeds. Due to these constraining factors, the Company excludes the CDSC fee from the transaction price until the investor redeems the investment. Upon redemption, the cash consideration received for these contractual arrangements is recorded as a reduction of unamortized deferred sales commissions.
AB’s Luxembourg subsidiary, the management company for most of its non-U.S. funds, earns a management fee which is accrued daily and paid monthly, at an annual rate, based on the average daily net assets of the fund. With respect to certain share classes, the management fee also may contain a component paid to distributors and other financial intermediaries and service providers to cover shareholder servicing and other administrative expenses (also referred to as an “All-in-Fee”). Based on the conclusion that asset management is distinct from distribution, the Company allocates a portion of the investment and advisory fee to distribution revenues for the servicing component based on standalone selling prices.
Other revenues
Also reported as Investment management and service fees in the Company’s consolidated statements of income (loss) are other revenues from contracts with customers, primarily consisting of shareholder servicing fees, mutual fund reimbursements, and other brokerage income.
Shareholder services, including transfer agency, administration, and record-keeping are provided by AB to company-sponsored mutual funds. The consideration for these services is based on a percentage of the NAV of the fund or a fixed-fee based on the number of shareholder accounts being serviced. The revenues are recorded at month-end when the constraining factors involved with determining NAV or the numbers of shareholders’ accounts are resolved.
Other income
Revenues from contracts with customers reported as Other income in the Company’s consolidated statements of income (loss) primarily consist of advisory account fees and brokerage commissions from the Company’s subsidiary broker-dealer operations and sales commissions from the Company’s general agent for the distribution of non-affiliate insurers’ life insurance and annuity products. These revenues are recognized at month-end when constraining factors, such as AUM and product mix, are resolved and the transaction pricing no longer is variable such that the value of consideration can be determined.


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AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Contract assets and liabilities
The Company applies the practical expedient for contracts that have an original duration of one year or less. Accordingly, the Company accrues the incremental costs of obtaining a contract when incurred and does not consider the time value of money. At March 31, 2018, there are no material balances of contract assets and contract liabilities; as such, no further disclosures are necessary.
Accounting and Consolidation of VIEs
A VIE must be consolidated by its primary beneficiary, which generally is defined as the party that has a controlling financial interest in the VIE. The Company is deemed to have a controlling financial interest in a VIE if it has (i) the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance, and (ii) the obligation to absorb losses of the VIE or the right to receive income from the VIE that potentially could be significant to the VIE. For purposes of evaluating (ii) above, fees paid to the Company as a decision maker or service provider are excluded if the fees are compensation for services provided commensurate with the level of effort required to be performed and the arrangement includes only customary terms, conditions or amounts present in arrangements for similar services negotiated at arm’s length.
If the Company has a variable interest in an entity that is determined not to be a VIE, the entity then is evaluated for consolidation under the voting interest entity (“VOE”) model. For limited partnerships and similar entities, the Company is deemed to have a controlling financial interest in a VOE, and would be required to consolidate the entity, if the Company owns a majority of the entity’s kick-out rights through voting limited partnership interests and other limited partners do not hold substantive participating rights (or other rights that would indicate that the Company does not control the entity). For entities other than limited partnerships, the Company is deemed to have a controlling financial interest in a VOE if it owns a majority voting interest in the entity.
The analysis performed to identify variable interests held, determine whether entities are VIEs or VOEs, and evaluate whether the Company has a controlling financial interest in such entities requires the exercise of judgment and is updated on a continuous basis as circumstances change or new entities are developed. The primary beneficiary evaluation generally is performed qualitatively based on all facts and circumstances, including consideration of economic interests in the VIE held directly and indirectly through related parties and entities under common control, as well as quantitatively, as appropriate.
At March 31, 2018 , the Company held approximately $1,137 million of investment assets in the form of equity interests issued by non-corporate legal entities determined under the new guidance to be VIEs, such as limited partnerships and limited liability companies, including hedge funds, private equity funds, and real estate-related funds. As an equity investor, the Company is considered to have a variable interest in each of these VIEs as a result of its participation in the risks and/or rewards these funds were designed to create by their defined portfolio objectives and strategies. Primarily through qualitative assessment, including consideration of related party interests or other financial arrangements, if any, the Company was not identified as primary beneficiary of any of these VIEs, largely due to its inability to direct the activities that most significantly impact their economic performance. Consequently, the Company continues to reflect these equity interests in the consolidated balance sheet as Other equity investments and to apply the equity method of accounting for these positions. The net assets of these non-consolidated VIEs are approximately $163,434 million , and the Company’s maximum exposure to loss from its direct involvement with these VIEs is the carrying value of its investment of $1,137 million at March 31, 2018 . Except for approximately $798 million of unfunded commitments at March 31, 2018 , the Company has no further economic interest in these VIEs in the form of guarantees, derivatives, credit enhancements or similar instruments and obligations.
At March 31, 2018 , the Company consolidated one real estate joint venture for which it was identified as primary beneficiary under the VIE model. The consolidated entity is jointly owned by AXA Equitable Life Insurance Company (“AXA Equitable Life”) and AXA France and holds an investment in a real estate venture. Included in the Company’s consolidated balance sheet at March 31, 2018 , are total assets of $36 million related to this VIE, primarily resulting from the consolidated presentation of $36 million of real estate held for production of income. In addition, real estate held for production of income reflects $16 million as related to two non-consolidated joint ventures at March 31, 2018 .


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Included in the Company’s consolidated balance sheet at March 31, 2018 are assets of $2,447 million , liabilities of $1,219 million and redeemable non-controlling interest of $982 million associated with the consolidation of AB-sponsored investment funds under the VIE model. Also included in the Company’s consolidated balance sheets are assets of $135 million , liabilities of $4 million and redeemable non-controlling interest of $10 million from consolidation of AB-sponsored investment funds under the VOE model. The assets of these consolidated funds are presented within Other invested assets and cash and cash equivalents, and liabilities of these consolidated funds are presented with other liabilities on the face of the Company’s consolidated balance sheet at March 31, 2018 ; ownership interests not held by the Company relating to consolidated VIEs and VOEs are presented either as redeemable or non-redeemable noncontrolling interest, as appropriate. The Company is not required to provide financial support to these company-sponsored investment funds, and only the assets of such funds are available to settle each fund’s own liabilities.
As of March 31, 2018 , the net assets of investment products sponsored by AB that are nonconsolidated VIEs are approximately $83.9 billion and the Company’s maximum exposure to loss from its direct involvement with these VIEs is its investment of $8 million at March 31, 2018 . The Company has no further commitments to or economic interest in these VIEs.
Impact of the Tax Reform Act
On December 22, 2017, President Trump signed into law the Tax Reform Act, a broad overhaul of the U.S. Internal Revenue Code that changes long-standing provisions governing the taxation of U.S. corporations, including life insurance companies.
The Tax Reform Act reduces the federal corporate income tax rate to 21% beginning in 2018 and repeals the corporate alternative minimum tax (“AMT”) while keeping existing AMT credits. It also includes changes to the dividends received deduction (“DRD”), insurance reserves and tax DAC, and measures affecting our international operations, such as a one-time transitional tax on some of the accumulated earnings of our foreign subsidiaries (within our Investment Management and Research segment).
As a result of the Tax Reform Act, our new effective tax rate is expected to be approximately 19% , driven mainly by the new federal corporate tax rate of 21% and the DRD benefit.
We expect the Tax Reform Act to have both positive and negative impacts on our consolidated balance sheet. On the one hand, as a one-time effect, the lower tax rate resulted in a reduction to the value of our deferred tax assets. On the other hand, the Tax Reform Act repeals the corporate AMT and, subject to certain limitations, allows us to use our AMT credits going forward, which will result in a reduction of our tax liability.
We expect the tax liability on the earnings of our foreign subsidiaries will decrease going forward. In 2017, we recorded a one-time estimated decrease to net income of $23 million due to the estimated transitional tax on some of the accumulated earnings of these subsidiaries.
Overall, we expect the Tax Reform Act to have a net positive economic impact on us. At December 31, 2017, we recorded a provisional estimate of the income tax effects related to Tax Reform. During the period ended March 31, 2018, we have not recorded any changes to this estimate. We continue to evaluate this new and complicated piece of legislation, assess the magnitude of the various impacts and monitor potential regulatory changes related to this reform.
Assumption Updates and Model Changes
There were no assumption changes in the first quarters of 2018 or 2017.
Revision of Prior Period Financial Statements
During the first quarter of 2018, management identified an error in its previously issued financial statements related to a misclassification between interest credited and net derivative gains/losses. The impact of this error to the consolidated financial statements for the six months ended June 30, 2017, nine months ended September 30, 2017 and the years ended December 31, 2017 and 2016 was not considered to be material. In order to improve the consistency and


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AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

comparability of the financial statements, management revised the consolidated statements of income (loss) and statements of cash flows to include the revisions discussed herein. See Note 17 to the Notes to Consolidated Financial Statements for details of the revisions.
3)     INVESTMENTS
Fixed Maturities
The following table provides information relating to fixed maturities securities classified as AFS:
Available-for-Sale Securities by Classification 
 
Amortized
Cost
 
Gross Unrealized
Gains
 
Gross Unrealized
Losses
 
Fair
Value
 
OTTI
in AOCI  (3)
 
(in millions)
March 31, 2018:
 
 
 
 
 
 
 
 
 
Fixed Maturity Securities:
 
 
 
 
 
 
 
 
 
Public corporate
$
18,513

 
$
501

 
$
298

 
$
18,716

 
$
—

Private corporate
7,394

 
117

 
107

 
7,404

 
—

U.S. Treasury, government and agency
14,772

 
387

 
506

 
14,653

 
—

States and political subdivisions
422

 
56

 
1

 
477

 
—

Foreign governments
405

 
23

 
9

 
419

 
—

Residential mortgage-backed (1)
614

 
16

 
3

 
627

 
—

Asset-backed (2)
675

 
4

 
4

 
675

 
2

Redeemable preferred stock
473

 
44

 
4

 
513

 
—

Total at March 31, 2018
$
43,268

 
$
1,148

 
$
932

 
$
43,484

 
$
2

 


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AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

As a result of the adoption of the Recognition and Measurement of Financial Assets and Financial Liabilities standard on January 1, 2018 (Financial Instruments Recognition and Measurement Standard), equity securities are no longer classified and accounted for as available for sale securities.
 
Amortized
Cost
 
Gross Unrealized
Gains
 
Gross Unrealized
Losses
 
Fair
Value
 
OTTI
in AOCI  (3)
 
(in millions)
December 31, 2017:
 
 
 
 
 
 
 
 
 
Fixed Maturity Securities:
 
 
 
 
 
 
 
 
 
Public corporate
$
17,181

 
$
806

 
$
33

 
$
17,954

 
$
—

Private corporate
7,299

 
225

 
32

 
7,492

 
—

U.S. Treasury, government and agency
17,759

 
1,000

 
251

 
18,508

 
—

States and political subdivisions
422

 
67

 
—

 
489

 
—

Foreign governments
395

 
29

 
5

 
419

 
—

Residential mortgage-backed (1)
797

 
22

 
1

 
818

 
—

Asset-backed (2)
745

 
5

 
1

 
749

 
2

Redeemable preferred stock
470

 
43

 
1

 
512

 
—

Total Fixed Maturities
45,068

 
2,197

 
324

 
46,941

 
2

Equity securities
188

 
2

 
—

 
190

 
—

Total at December 31, 2017
$
45,256

 
$
2,199

 
$
324

 
$
47,131

 
$
2

(1)
Includes publicly traded agency pass-through securities and collateralized obligations.
(2)
Includes credit-tranched securities collateralized by sub-prime mortgages and other asset types and credit tenant loans.
(3)
Amounts represent OTTI losses in AOCI, which were not included in income (loss) in accordance with current accounting guidance.

The contractual maturities of AFS fixed maturities at March 31, 2018 are shown in the table below. Bonds not due at a single maturity date have been included in the table in the final year of maturity. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
Available-for-Sale Fixed Maturities
Contractual Maturities at March 31, 2018  
 
Amortized
Cost
 
Fair Value
 
(in millions)
Due in one year or less
$
2,499

 
$
2,517

Due in years two through five
8,727

 
8,862

Due in years six through ten
13,290

 
13,114

Due after ten years
16,990

 
17,176

Subtotal
41,506

 
41,669

Residential mortgage-backed securities
614

 
627

Asset-backed securities
675

 
675

Redeemable preferred stock
473

 
513

Total
$
43,268

 
$
43,484



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


The following table shows proceeds from sales, gross gains (losses) from sales and OTTI for AFS fixed maturities during the three months ended March 31, 2018 and 2017 :  
 
Three Months Ended March 31,
 
2018
 
2017
 
(in millions)
Proceeds from sales
$
3,880

 
$
440

Gross gains on sales
$
155

 
$
25

Gross losses on sales
$
(52
)
 
$
(23
)
Total OTTI
$
—

 
$
—

Non-credit losses recognized in OCI
—

 
—

Credit losses recognized in net income (loss)
$
—

 
$
—



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AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The following table sets forth the amount of credit loss impairments on fixed maturity securities held by the Company at the dates indicated and the corresponding changes in such amounts:
Fixed Maturities - Credit Loss Impairments 
 
Three Months Ended March 31,
 
2018
 
2017
 
(in millions)
Balances, beginning of period
$
(18
)
 
$
(239
)
Previously recognized impairments on securities that matured, paid, prepaid or sold
—

 
55

Recognized impairments on securities impaired to fair value this period (1)
—

 
—

Impairments recognized this period on securities not previously impaired
—

 
—

Additional impairments this period on securities previously impaired
—

 
—

Increases due to passage of time on previously recorded credit losses
—

 
—

Accretion of previously recognized impairments due to increases in expected cash flows
—

 
—

Balances at March 31,
$
(18
)
 
$
(184
)
(1)
Represents circumstances where the Company determined in the current period that it intends to sell the security or it is more likely than not that it will be required to sell the security before recovery of the security’s amortized cost.

Net unrealized investment gains (losses) on fixed maturities and equity securities classified as AFS are included in the consolidated balance sheets as a component of AOCI. The table below presents these amounts as of the dates indicated:
 
March 31,
2018
 
December 31, 2017
 
(in millions)
AFS Securities:
 
 
 
Fixed maturities:
 
 
 
With OTTI loss
$
—

 
$
2

All other
216

 
1,871

Equity securities
—

 
2

Net Unrealized Gains (Losses)
$
216

 
$
1,875

As a result of the adoption of the Recognition and Measurement of Financial Assets and Financial Liabilities standard on January 1, 2018 (Financial Instruments Recognition and Measurement Standard), equity securities are no longer classified and accounted for as available for sale securities.



22
Table of Contents
AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Changes in net unrealized investment gains (losses) recognized in AOCI include reclassification adjustments to reflect amounts realized in Net income (loss) for the current period that had been part of OCI in earlier periods. The tables that follow below present a rollforward of net unrealized investment gains (losses) recognized in AOCI, split between amounts related to fixed maturity securities on which an OTTI loss has been recognized and all other:
Net Unrealized Gains (Losses) on Fixed Maturities with OTTI Losses
 
 
Net
Unrealized
Gains
(Losses) on
Investments
 
DAC
 
Policyholders’
Liabilities
 
Deferred
Income
Tax Asset
(Liability)
 
AOCI Gain
(Loss) Related
to Net
Unrealized
Investment
Gains (Losses)
 
(in millions)
Balance, January 1, 2018
$
2

 
$
—

 
$
(1
)
 
$
(7
)
 
$
(6
)
Net investment gains (losses) arising during the period
—

 
—

 
—

 
—

 
—

Reclassification adjustment for OTTI losses:
 
 
 
 
 
 
 
 
 
Included in Net income (loss)
(2
)
 
—

 
—

 
—

 
(2
)
Excluded from Net income (loss) (1)
—

 
—

 
—

 
—

 
—

Impact of net unrealized investment gains (losses) on:
 
 
 
 
 
 
 
 
 
DAC
—

 
—

 
—

 
—

 
—

Deferred income taxes
—

 
—

 
—

 
7

 
7

Policyholders’ liabilities
—

 
—

 
1

 
—

 
1

Balance, March 31, 2018
$
—

 
$
—

 
$
—

 
$
—

 
$
—

Balance, January 1, 2017
$
19

 
$
1

 
$
(10
)
 
$
(4
)
 
$
6

Net investment gains (losses) arising during the period
63

 
—

 
—

 
—

 
63

Reclassification adjustment for OTTI losses:
 
 
 
 
 
 
 
 
 
Included in Net income (loss)
(65
)
 
—

 
—

 
—

 
(65
)
Excluded from Net income (loss) (1)
—

 
—

 
—

 
—

 
—

Impact of net unrealized investment gains (losses) on:
 
 
 
 
 
 
 
 
 
DAC
—

 
(4
)
 
—

 
—

 
(4
)
Deferred income taxes
—

 
—

 
—

 
—

 
—

Policyholders’ liabilities
—

 
—

 
6

 
—

 
6

Balance, March 31, 2017
$
17

 
$
(3
)
 
$
(4
)
 
$
(4
)
 
$
6

(1)
Represents “transfers in” related to the portion of OTTI losses recognized during the period that were not recognized in income (loss) for securities with no prior OTTI loss.



23
Table of Contents
AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

All Other Net Unrealized Investment Gains (Losses) In AOCI
 
Net
Unrealized
Gains
(Losses) on
Investments
 
DAC
 
Policyholders’
Liabilities
 
Deferred
Income
Tax Asset
(Liability)
 
AOCI Gain
(Loss) Related
to Net
Unrealized
Investment
Gains (Losses)
 
(in millions)
Balance, January 1, 2018
$
1,871

 
$
(358
)
 
$
(238
)
 
$
(383
)
 
$
892

Net investment gains (losses) arising during the period
(109
)
 
—

 
—

 
—

 
(109
)
Reclassification adjustment for OTTI losses:

 

 

 

 
 
Included in Net income (loss)
(1,546
)
 
—

 
—

 
—

 
(1,546
)
Excluded from Net income (loss) (1)
—

 
—

 
—

 
—

 
—

Impact of net unrealized investment gains (losses) on:

 

 

 

 
 
DAC
—

 
341

 
—

 
—

 
341

Deferred income taxes
—

 
—

 
—

 
239

 
239

Policyholders’ liabilities
—

 
—

 
110

 
—

 
110

Balance, March 31, 2018
$
216


$
(17
)

$
(128
)

$
(144
)

$
(73
)
Balance, January 1, 2017
$
528

 
$
(45
)
 
$
(192
)
 
$
(95
)
 
$
196

Net investment gains (losses) arising during the period
176

 
—

 
—

 
—

 
176

Reclassification adjustment for OTTI losses:

 

 

 

 
 
Included in Net income (loss)
29

 
—

 
—

 
—

 
29

Excluded from Net income (loss) (1)


 
—

 
—

 
—

 
—

Impact of net unrealized investment gains (losses) on:

 

 

 

 
 
DAC
—

 
(68
)
 
—

 
—

 
(68
)
Deferred income taxes
—

 
—

 
—

 
(60
)
 
(60
)
Policyholders’ liabilities
—

 
—

 
14

 
—

 
14

Balance, March 31, 2017
$
733

 
$
(113
)
 
$
(178
)
 
$
(155
)
 
$
287

(1)
Represents “transfers out” related to the portion of OTTI losses during the period that were not recognized in income (loss) for securities with no prior OTTI loss.



24
Table of Contents
AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The following tables disclose the fair values and gross unrealized losses of the 1,411 issues at March 31, 2018 and the 752 issues at December 31, 2017 of fixed maturities that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position for the specified periods at the dates indicated:
 
Less Than 12 Months
 
12 Months or Longer
 
Total
 
Fair
Value
 
Gross
Unrealized
Losses
 
Fair
Value
 
Gross
Unrealized
Losses
 
Fair
Value
 
Gross
Unrealized
Losses
 
(in millions)
March 31, 2018:
 
 
 
 
 
 
 
 
 
 
 
Fixed Maturity Securities:
 
 
 
 
 
 
 
 
 
 
 
Public corporate
$
8,539

 
$
263

 
$
605

 
$
35

 
$
9,144

 
$
298

Private corporate
2,457

 
63

 
660

 
44

 
3,117

 
107

U.S. Treasury, government and agency
3,129

 
81

 
4,325

 
425

 
7,454

 
506

States and political subdivisions
19

 
1

 
—

 
—

 
19

 
1

Foreign governments
57

 
2

 
70

 
7

 
127

 
9

Residential mortgage-backed
145

 
2

 
76

 
1

 
221

 
3

Asset-backed
81

 
4

 
1

 
—

 
82

 
4

Redeemable preferred stock
116

 
2

 
12

 
2

 
128

 
4

Total
$
14,543

 
$
418


$
5,749


$
514


$
20,292


$
932

December 31, 2017:
 
 
 
 
 
 
 
 
 
 
 
Fixed Maturity Securities:
 
 
 
 
 
 
 
 
 
 
 
Public corporate
$
2,123

 
$
15

 
$
690

 
$
18

 
$
2,813

 
$
33

Private corporate
780

 
8

 
641

 
24

 
1,421

 
32

U.S. Treasury, government and agency
2,718

 
6

 
4,506

 
245

 
7,224

 
251

States and political subdivisions
20

 
—

 
—

 
—

 
20

 
—

Foreign governments
11

 
—

 
73

 
5

 
84

 
5

Residential mortgage-backed
62

 
—

 
76

 
1

 
138

 
1

Asset-backed
15

 
1

 
12

 
—

 
27

 
1

Redeemable preferred stock
10

 
—

 
13

 
1

 
23

 
1

Total
$
5,739

 
$
30

 
$
6,011

 
$
294

 
$
11,750

 
$
324

The Company’s investments in fixed maturity securities do not include concentrations of credit risk of any single issuer greater than 10% of the consolidated equity of the Company, other than securities of the U.S. government, U.S. government agencies, and certain securities guaranteed by the U.S. government. The Company maintains a diversified portfolio of corporate securities across industries and issuers and does not have exposure to any single issuer in excess of 0.5 % of total investments. The largest exposures to a single issuer of corporate securities held at March 31, 2018 and December 31, 2017 were $219 million and $207 million , respectively. Corporate high yield securities, consisting primarily of public high yield bonds, are classified as other than investment grade by the various rating agencies, i.e., a rating below Baa3/BBB- or the National Association of Insurance Commissioners (“NAIC”) designation of 3 (medium grade), 4 or 5 (below investment grade) or 6 (in or near default). At March 31, 2018 and December 31, 2017 , respectively, approximately $1,335 million and $1,372 million , or 3.1 % and 3.0% , of the $43,268 million and $45,068 million aggregate amortized cost of fixed maturities held by the Company were considered to be other than investment grade. These securities had net unrealized losses of $14 million and $5 million at March 31, 2018 and December 31, 2017 , respectively. At March 31, 2018 and December 31, 2017 , respectively, the $514 million and $294 million of gross


25
Table of Contents
AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

unrealized losses of twelve months or more were concentrated in corporate and U.S. Treasury, government and agency securities. In accordance with the policy described in Note 2 , the Company concluded that an adjustment to income for OTTI for these securities was not warranted at either March 31, 2018 or 2017 . At March 31, 2018 and December 31, 2017 , the Company did not intend to sell the securities nor will it likely be required to dispose of the securities before the anticipated recovery of their remaining amortized cost basis.
The Company does not originate, purchase or warehouse residential mortgages and is not in the mortgage servicing business. At March 31, 2018 , the carrying value of fixed maturities that were non-income producing for the twelve months preceding that date was $3 million .
For the three months ended March 31, 2018 and 2017 , investment income is shown net of investment expenses of $19 million and $19 million respectively.
At March 31, 2018 and December 31, 2017 , respectively, the fair values of the Company’s trading account securities were $14,919 million and $14,170 million , respectively. Also at March 31, 2018 and December 31, 2017 , trading securities included the General Account’s investment in Separate Accounts, which had carrying values of $49 million and $50 million , respectively.
Net unrealized and realized gains (losses) on trading account equity securities are included in Net investment income (loss) in the Consolidated Statements of Income (Loss). The table below shows a breakdown of Net investment income from trading account securities during the three months ended March 31, 2018 and 2017 :
Net Investment Income (Loss) from Trading Securities 
 
Three Months Ended March 31,
 
2018
 
2017
 
(in millions)
Net investment gains (losses) recognized during the period on securities held at the end of the period
$
(121
)
 
$
87

Net investment gains (losses) recognized on securities sold during the period
1

 
4

Unrealized and realized gains (losses) on trading securities arising during the period
(120
)
 
91

Interest and dividend income from trading securities
76

 
63

Net investment income (loss) from trading securities
$
(44
)
 
$
154

Mortgage Loans
The payment terms of mortgage loans may from time to time be restructured or modified.
Mortgage loans on real estate are placed on nonaccrual status once management determines the collection of accrued interest is doubtful. Once mortgage loans on real estate are classified as nonaccrual loans, interest income is recognized under the cash basis of accounting and the resumption of the interest accrual would commence only after all past due interest has been collected or the mortgage loan on real estate has been restructured to where the collection of interest is considered likely. At March 31, 2018 and December 31, 2017 , the carrying values of commercial mortgage loans on real estate that had been classified as nonaccrual loans were $19 million and $19 million , respectively.


26
Table of Contents
AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Valuation Allowances for Mortgage Loans:
Allowance for credit losses for mortgage loans for the first quarters of 2018 and 2017 are as follows:
 
Three Months Ended March 31,
 
2018
 
2017
 
(in millions)
Allowance for credit losses:
 
Beginning balance, January 1,
$
8

 
$
8

Charge-offs
—

 
—

Recoveries
(1
)
 
—

Provision
—

 
—

Ending balance, March 31,
$
7

 
$
8

 
 
 
 
March 31, Individually Evaluated for Impairment
$
7

 
$
8

There were no allowances for credit losses for agricultural mortgage loans for the first quarters of 2018 and 2017 .
Real Estate:
In March 2018, the Company sold its interest in two consolidated real estate joint ventures to AXA France for a total purchase price of approximately $143 million , which resulted in a pre-tax loss of $0.2 million and the reduction of $203 million of long-term debt on the Company’s balance sheet for the first quarter of 2018.
The following tables provide information relating to the loan-to-value and debt service coverage ratios for commercial and agricultural mortgage loans at March 31, 2018 and December 31, 2017 . The values used in these ratio calculations were developed as part of the periodic review of the commercial and agricultural mortgage loan portfolio, which includes an evaluation of the underlying collateral value.


27
Table of Contents
AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Mortgage Loans by Loan-to-Value and Debt Service Coverage Ratios
March 31, 2018
 
Debt Service Coverage Ratio (1)
 
 
Loan-to-Value Ratio: (2)
Greater than 2.0x
 
1.8x to 2.0x
 
1.5x to 1.8x
 
1.2x to 1.5x
 
1.0x to 1.2x
 
Less than 1.0x
 
Total Mortgage
Loans
 
(in millions)
Commercial Mortgage Loans (1)
 
 
 
 
 
 
 
 
 
 
 
 
 
0% - 50%
$
737

 
$
21

 
$
321

 
$
73

 
$
—

 
$
—

 
$
1,152

50% - 70%
4,477

 
643

 
1,122

 
399

 
178

 
—

 
6,819

70% - 90%
169

 
110

 
144

 
307

 
27

 
—

 
757

90% plus
—

 
—

 
27

 
—

 
—

 
—

 
27

Total Commercial Mortgage Loans
$
5,383

 
$
774

 
$
1,614

 
$
779

 
$
205

 
$
—

 
$
8,755

Agricultural Mortgage Loans (1)
 
 
 
 
 
 
 
 
 
 
 
 
 
0% - 50%
$
275

 
$
153

 
$
276

 
$
496

 
$
321

 
$
29

 
$
1,550

50% - 70%
111

 
46

 
219

 
360

 
228

 
48

 
1,012

70% - 90%
—

 
—

 
—

 
23

 
—

 
—

 
23

90% plus
—

 
—

 
—

 
—

 
—

 
—

 
—

Total Agricultural Mortgage Loans
$
386

 
$
199

 
$
495

 
$
879

 
$
549

 
$
77

 
$
2,585

Total Mortgage Loans (1)
 
 
 
 
 
 
 
 
 
 
 
 
 
0% - 50%
$
1,012

 
$
174

 
$
597

 
$
569

 
$
321

 
$
29

 
$
2,702

50% - 70%
4,588

 
689

 
1,341

 
759

 
406

 
48

 
7,831

70% - 90%
169

 
110

 
144

 
330

 
27

 
—

 
780

90% plus
—

 
—

 
27

 
—

 
—

 
—

 
27

Total Mortgage Loans
$
5,769

 
$
973

 
$
2,109

 
$
1,658

 
$
754

 
$
77

 
$
11,340

(1)
The debt service coverage ratio is calculated using the most recently reported operating income results from property operations divided by annual debt service.
(2)
The loan-to-value ratio is derived from current loan balance divided by the fair market value of the property. The fair market value of the underlying commercial properties is updated annually.



28
Table of Contents
AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Mortgage Loans by Loan-to-Value and Debt Service Coverage Ratios
December 31, 2017
 
Debt Service Coverage Ratio (1)
 
 
Loan-to-Value Ratio: (2)
Greater than 2.0x
 
1.8x to 2.0x
 
1.5x to 1.8x
 
1.2x to1.5x
 
1.0x to 1.2x
 
Less than 1.0x
 
Total Mortgage Loans
 
(in millions)
Commercial Mortgage Loans (1)
 
 
 
 
 
 
 
 
 
 
 
 
 
0% - 50%
$
759

 
$
—

 
$
320

 
$
74

 
$
—

 
$
—

 
$
1,153

50% - 70%
4,088

 
682

 
1,066

 
428

 
145

 
—

 
6,409

70% - 90%
169

 
110

 
196

 
272

 
50

 
—

 
797

90% plus
—

 
—

 
27

 
—

 
—

 
—

 
27

Total Commercial Mortgage Loans
$
5,016

 
$
792

 
$
1,609

 
$
774

 
$
195

 
$
—

 
$
8,386

Agricultural Mortgage Loans (1)
 
 
 
 
 
 
 
 
 
 
 
 
 
0% - 50%
$
272

 
$
149

 
$
275

 
$
515

 
$
316

 
$
30

 
$
1,557

50% - 70%
111

 
46

 
227

 
359

 
221

 
49

 
1,013

70% - 90%
—

 
—

 
—

 
4

 
—

 
—

 
4

90% plus
—

 
—

 
—

 
—

 
—

 
—

 
—

Total Agricultural Mortgage Loans
$
383

 
$
195

 
$
502

 
$
878

 
$
537

 
$
79

 
$
2,574

Total Mortgage Loans (1)
 
 
 
 
 
 
 
 
 
 
 
 
 
0% - 50%
$
1,031

 
$
149

 
$
595

 
$
589

 
$
316

 
$
30

 
$
2,710

50% - 70%
4,199

 
728

 
1,293

 
787

 
366

 
49

 
7,422

70% - 90%
169

 
110

 
196

 
276

 
50

 
—

 
801

90% plus
—

 
—

 
27

 
—

 
—

 
—

 
27

Total Mortgage Loans
$
5,399

 
$
987

 
$
2,111

 
$
1,652

 
$
732

 
$
79

 
$
10,960

(1)
The debt service coverage ratio is calculated using the most recently reported operating income results from property operations divid ed by annual debt service.
(2)
The loan-to-value ratio is derived from current loan balance divided by the fair market value of the property. The fair market value of the underlying commercial properties is updated annually.


29
Table of Contents
AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The following table provides information relating to the aging analysis of past due mortgage loans at March 31, 2018 and December 31, 2017 , respectively.
Age Analysis of Past Due Mortgage Loan
 
30-59
    Days    
 
60-89
    Days    
 
90
    Days    
or >
 
Total    
 
Current    
 
Total
Financing
Receivables
 
Recorded
Investment 90 Days or >
and
Accruing
 
 
 
 
 
 
 
(in millions)
 
 
 
 
March 31, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
$
—

 
$
—

 
$
27

 
$
27

 
$
8,728

 
$
8,755

 
$
—

Agricultural
10

 
5

 
39

 
54

 
2,531

 
2,585

 
39

Total Mortgage Loans
$
10

 
$
5

 
$
66

 
$
81

 
$
11,259

 
$
11,340

 
$
39

December 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
$
27

 
$
—

 
$
—

 
$
27

 
$
8,359

 
$
8,386

 
$
—

Agricultural
49

 
3

 
22

 
74

 
2,500

 
2,574

 
22

Total Mortgage Loans
$
76

 
$
3

 
$
22

 
$
101

 
$
10,859

 
$
10,960

 
$
22




30
Table of Contents
AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The following table provides information relating to impaired mortgage loans at March 31, 2018 and December 31, 2017 , respectively.
Impaired Mortgage Loans
 
Recorded
Investment
 
Unpaid
Principal
Balance
 
Related
Allowance
 
Average
Recorded
Investment (1)
 
Interest
Income
Recognized
 
(in millions)
March 31, 2018:
 
 
 
 
 
 
 
 
 
With no related allowance recorded:
 
 
 
 
 
 
 
 
 
Commercial mortgage loans - other
$
—

 
$
—

 
$
—

 
$
—

 
$
—

Agricultural mortgage loans
—

 
—

 
—

 
—

 
—

Total
$
—

 
$
—

 
$
—

 
$
—

 
$
—

With related allowance recorded:
 
 
 
 
 
 
 
 
 
Commercial mortgage loans - other
$
27

 
$
27

 
$
(7
)
 
$
27

 
$
—

Agricultural mortgage loans
—

 
—

 
—

 
—

 
—

Total
$
27

 
$
27

 
$
(7
)
 
$
27

 
$
—

December 31, 2017:
 
 
 
 
 
 
 
 
 
With no related allowance recorded:
 
 
 
 
 
 
 
 
 
Commercial mortgage loans - other
$
—

 
$
—

 
$
—

 
$
—

 
$
—

Agricultural mortgage loans
—

 
—

 
—

 
—

 
—

Total
$
—

 
$
—

 
$
—

 
$
—

 
$
—

With related allowance recorded:
 
 
 
 
 
 
 
 
 
Commercial mortgage loans - other
$
27

 
$
27

 
$
(8
)
 
$
27

 
$
2

Agricultural mortgage loans
—

 
—

 
—

 
—

 
—

Total
$
27

 
$
27

 
$
(8
)
 
$
27

 
$
2

(1)
Represents a two-quarter average of recorded amortized cost.

Derivatives and Offsetting Assets and Liabilities
The Company uses derivatives as part of its overall asset/liability risk management primarily to reduce exposures to equity market and interest rate risks. Derivative hedging strategies are designed to reduce these risks from an economic perspective and are all executed within the framework of a Derivative Use Plan (“DUP”) approved by applicable states’ insurance law. Derivatives are generally not accounted for using hedge accounting, with the exception of Treasury Inflation-Protected Securities (“TIPS”), which is discussed further below. Operation of these hedging programs is based on models involving numerous estimates and assumptions, including, among others, mortality, lapse, surrender and withdrawal rates, election rates, fund performance, market volatility and interest rates. A wide range of derivative contracts are used in these hedging programs, including exchange traded equity, currency and interest rate futures contracts, total return and/or other equity swaps, interest rate swap and floor contracts, bond and bond-index total return swaps, swaptions, variance swaps and equity options credit and foreign exchange derivatives as well as bond and repo transactions to support the hedging. The derivative contracts are collectively managed in an effort to reduce the economic impact of unfavorable changes in guaranteed benefits’ exposures attributable to movements in capital markets. In addition, as part of our hedging strategy the Company holds static hedge positions to maintain a target asset level for all variable annuity products at or above a CTE98 level under most economic scenarios (CTE is a statistical measure of tail risk which quantifies the total asset requirement to sustain a loss if an event outside a given probability level has


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AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

occurred. CTE 98 denotes the financial resources a company would need to cover the average of the worst 2% of scenarios).
Derivatives utilized to hedge exposure to Variable Annuities with Guarantee Features
The Company has issued and continues to offer variable annuity products with variable annuity guaranteed benefits (“GMxB”), including guaranteed minimum living benefits (“GMLBs”) (such as guaranteed minimum income benefits (“GMIBs”), guaranteed minimum withdrawal benefits (“GMWBs”) and guaranteed minimum accumulation benefits (“GMABs” ), and guaranteed minimum death benefits (“GMDBs”) (inclusive of return of premium death benefit guarantees). The risk associated with the GMDB feature is that under-performance of the financial markets could result in GMDB benefits, in the event of death, being higher than what accumulated policyholders’ account balances would support. The risk associated with the GMIB feature is that under-performance of the financial markets could result in the present value of GMIB, in the event of annuitization, being higher than what accumulated policyholders’ account balances would support, taking into account the relationship between current annuity purchase rates and the GMIB guaranteed annuity purchase rates. The risk associated with products that have a GMxB derivative features liability is that under-performance of the financial markets could result in the GMxB derivative features’ benefits being higher than what accumulated policyholders’ account balances would support.
For GMxB features, the Company retains certain risks including basis, credit spread and some volatility risk and risk associated with actual versus expected actuarial assumptions for mortality, lapse and surrender, withdrawal and policyholder election rates, among other things. The derivative contracts are managed to correlate with changes in the value of the GMxB features that result from financial markets movements. A portion of exposure to realized equity volatility is hedged using equity options and variance swaps and a portion of exposure to credit risk is hedged using total return swaps on fixed income indices. Additionally, the Company is party to total return swaps for which the reference U.S. Treasury securities are contemporaneously purchased from the market and sold to the swap counterparty. As these transactions result in a transfer of control of the U.S. Treasury securities to the swap counterparty, the Company derecognizes these securities with consequent gain or loss from the sale. The Company has also purchased reinsurance contracts to mitigate the risks associated with GMDB features and the impact of potential market fluctuations on future policyholder elections of GMIB features contained in certain annuity contracts issued by the Company.
The Company has implemented static hedge positions to maintain a target asset level for all variable annuities at a CTE98 level under most scenarios, and at a CTE95 level in extreme scenarios. This program was implemented beginning in December 2017.
Derivatives used to hedge crediting rate exposure on SCS, SIO, MSO and IUL products/investment options
The Company hedges crediting rates in the Structured Capital Strategies (“SCS”) variable annuity, Structured Investment Option in the EQUI-VEST variable annuity series (“SIO”), Market Stabilizer Option (“MSO”) in the variable life insurance products and Indexed Universal Life (“IUL”) insurance products. These products permit the contract owner to participate in the performance of an index, ETF or commodity price movement up to a cap for a set period of time. They also contain a protection feature, in which the Company will absorb, up to a certain percentage, the loss of value in an index, ETF or commodity price, which varies by product segment.
In order to support the returns associated with these features, the Company enters into derivative contracts whose payouts, in combination with fixed income investments, emulate those of the index, ETF or commodity price, subject to caps and buffers without any basis risk due to market exposures, thereby substantially reducing any exposure to market-related earnings volatility.
Derivatives used for General Account Investment Portfolio
The Company maintains a strategy in its General Account investment portfolio to replicate the credit exposure of fixed maturity securities otherwise permissible for investment under its investment guidelines through the sale of credit default swaps (“CDSs”). Under the terms of these swaps, the Company receives quarterly fixed premiums that, together with any initial amount paid or received at trade inception, replicate the credit spread otherwise currently obtainable


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AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

by purchasing the referenced entity’s bonds of similar maturity. These credit derivatives generally have remaining terms of five years or less and are recorded at fair value with changes in fair value, including the yield component that emerges from initial amounts paid or received, reported in Net investment income (loss). The Company manages its credit exposure taking into consideration both cash and derivatives based positions and selects the reference entities in its replicated credit exposures in a manner consistent with its selection of fixed maturities. In addition, the Company generally transacts the sale of CDSs in single name reference entities of investment grade credit quality and with counterparties subject to collateral posting requirements. If there is an event of default by the reference entity or other such credit event as defined under the terms of the swap contract, the Company is obligated to perform under the credit derivative and, at the counterparty’s option, either pay the referenced amount of the contract less an auction-determined recovery amount or pay the referenced amount of the contract and receive in return the defaulted or similar security of the reference entity for recovery by sale at the contract settlement auction. To date, there have been no events of default or circumstances indicative of deterioration in the credit quality of the named referenced entities to require or suggest that the Company will have to perform under these CDSs. The maximum potential amount of future payments the Company could be required to make under these credit derivatives is limited to the par value of the referenced securities which is the dollar or euro-equivalent of the derivative notional amount. The Standard North American CDS Contract (“SNAC”) or Standard European Corporate Contract (“STEC”) under which the Company executes these CDS sales transactions does not contain recourse provisions for recovery of amounts paid under the credit derivative.
The Company purchased 30-year TIPS and other sovereign bonds, inflation linked and non-inflation linked, as General Account investments and enters into asset or cross-currency basis swaps, to result in payment of the given bond’s coupons and principal at maturity in the bond’s specified currency to the swap counterparty in return for fixed dollar amounts. These swaps, when considered in combination with the bonds, together result in a net position that is intended to replicate a dollar-denominated fixed-coupon cash bond with a yield higher than a term-equivalent U.S. Treasury bond. At March 31, 2018 and December 31, 2017 , the Company’s unrealized gains (losses) related to this program were $(88) million and $(86) million , respectively, and reported in AOCI.
The Company implemented a strategy to hedge a portion of the credit exposure in its General Account investment portfolio by buying protection through a swap. These are swaps on the “super senior tranche” of the investment grade CDX index. Under the terms of these swaps, the Company pays quarterly fixed premiums that, together with any initial amount paid or received at trade inception, serve as premiums paid to hedge the risk arising from multiple defaults of bonds referenced in the CDX index. These credit derivatives have terms of five years or less and are recorded at fair value with changes in fair value, including the yield component that emerges from initial amounts paid or received, reported in Net derivative gains (losses).
In 2016, the Company implemented a program to mitigate its duration gap using total return swaps for which the reference U.S. Treasury securities are sold to the swap counterparty under arrangements economically similar to repurchase agreements. As these transactions result in a transfer of control of the U.S. Treasury securities to the swap counterparty, the Company derecognizes these securities with consequent gain or loss from the sale. Under this program the Company derecognized approximately $3,905 million U.S. Treasury securities for which the Company received proceeds of approximately $3,906 million at inception of the total return swap contract.  Under the terms of these swaps, the Company retains ongoing exposure to the total returns of the underlying U.S. Treasury securities in exchange for a financing cost. At March 31, 2018 , the aggregate fair value of U.S. Treasury securities derecognized under this program was approximately $3,673 million . Reported in Other invested assets in the Company’s balance sheet at March 31, 2018 is approximately $16 million , representing the fair value of the total return swap contracts.
Derivatives used to hedge currency fluctuations on affiliated loans
The Company uses foreign exchange derivatives to reduce exposure to currency fluctuations that may arise from non-U.S.-dollar denominated financial instruments. The Company has currency swap contracts with AXA to hedge foreign exchange exposure from affiliated loans.



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AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The tables below present quantitative disclosures about the Company’s derivative instruments, including those embedded in other contracts required to be accounted for as derivative instruments.
Derivative Instruments by Category
 
At March 31, 2018
 
Gains (Losses)
Reported In Net
Income (Loss)
Three Months Ended March 31, 2018

 
 
 
Fair Value
 
 
Notional
Amount
 
Asset
Derivatives
 
Liability
Derivatives
 
 
(in millions)
Freestanding derivatives:
 
 
 
 
 
 
 
Equity contracts: (1)
 
 
 
 
 
 
 
Futures
$
6,629

 
$
2

 
$
1

 
$
(23
)
Swaps
8,017

 
255

 
16

 
114

Options
23,013

 
3,350

 
1,411

 
(18
)
Interest rate contracts: (1)
 
 
 
 
 
 
 
Swaps
29,331

 
555

 
395

 
(671
)
Futures
24,015

 
—

 
—

 
40

Credit contracts: (1)
 
 
 
 
 
 
 
Credit default swaps
2,136

 
32

 
3

 
—

Other freestanding contracts: (1)
 
 
 
 
 
 
 
Foreign currency contracts
1,781

 
10

 
52

 
(51
)
Margin
—

 
62

 
57

 
—

Collateral
—

 
17

 
2,208

 
—

Embedded derivatives:
 
 
 
 
 
 
 
GMIB reinsurance contracts (6)
—

 
1,734

 
—

 
(159
)
GMxB derivative features liability (3,6)
—

 
—

 
3,977

 
460

SCS, SIO, MSO and IUL indexed features (5,6)
—

 
—

 
1,683

 
27

Net derivative investment gains (loss)
 
 
 
 
 
 
(281
)
Cross currency swaps (2,4)
—

 
—

 
—

 
9

Total
$
94,922

 
$
6,017

 
$
9,803

 
$
(272
)
(1)
Reported in Other invested assets in the consolidated balance sheets.
(2)
Reported in Other assets or Other liabilities in the consolidated balance sheets.
(3)
Reported in Future policy benefits and other policyholders’ liabilities in the consolidated balance sheets.
(4)
Reported in Other income in the consolidated statements of income (loss).
(5)
SCS and SIO indexed features are reported in Policyholders’ account balances; MSO and IUL indexed features are reported in the Future policyholders’ benefits and other policyholders’ liabilities in the consolidated balance sheets.
(6)
Reported in Net derivative gains (losses) in the consolidated statements of income (loss).


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AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 
At December 31, 2017
 
Gains (Losses)
Reported In Net
Income (Loss)
Three Months Ended March 31, 2017

 
 
 
Fair Value
 
 
Notional
Amount
 
Asset
Derivatives
 
Liability
Derivatives
 
 
(in millions)
Freestanding derivatives:
 
 
 
 
 
 
 
Equity contracts: (1)
 
 
 
 
 
 
 
Futures
$
6,716

 
$
1

 
$
2

 
$
(396
)
Swaps
7,623

 
4

 
201

 
(405
)
Options
22,223

 
3,456

 
1,457

 
318

Interest rate contracts: (1)
 
 
 
 
 
 
 
Swaps
26,769

 
604

 
193

 
143

Futures
20,675

 
—

 
—

 
(19
)
Credit contracts: (1)
 
 
 
 
 
 
 
Credit default swaps
2,131

 
35

 
3

 
6

Other freestanding contracts: (1)
 
 
 
 
 
 
 
Foreign currency contracts
1,423

 
19

 
10

 
(1
)
Margin
—

 
24

 
4

 
—

Collateral
—

 
4

 
2,123

 
—

Embedded derivatives:
 
 
 
 
 
 
 
GMIB reinsurance contracts (6)
—

 
1,894

 
—

 
(71
)
GMxB derivative features liability (3,6)
—

 
—

 
4,358

 
507

SCS, SIO, MSO and IUL indexed features (5,6)
—

 
—

 
1,786

 
(317
)
Net derivative investment gains (loss)
 
 
 
 
 
 
(235
)
Cross currency swaps (2,4)
354

 
5

 
—

 
(7
)
Total
$
87,914

 
$
6,046

 
$
10,137

 
$
(242
)
(1)
Reported in Other invested assets in the consolidated balance sheets.
(2)
Reported in Other assets or Other liabilities in the consolidated balance sheets.
(3)
Reported in Future policy benefits and other policyholders’ liabilities in the consolidated balance sheets.
(4)
Reported in Other income in the consolidated statements of income (loss).
(5)
SCS and SIO indexed features are reported in Policyholders’ account balances; MSO and IUL indexed features are reported in the Future policyholders’ benefits and other policyholders’ liabilities in the consolidated balance sheets.
(6)
Reported in Net derivative gains (losses) in the consolidated statements of income (loss).

Equity-Based and Treasury Futures Contracts Margin
All outstanding equity-based and treasury futures contracts at March 31, 2018 are exchange-traded and net settled daily in cash. At March 31, 2018 , the Company had open exchange-traded futures positions on: (i) the S&P 500, Russell 2000, and Emerging Market indices, having initial margin requirements of $250 million , (ii) the 2-year, 5-year and 10-year U.S. Treasury Notes on U.S. Treasury bonds and ultra-long bonds, having initial margin requirements of $67 million and (iii) the Euro Stoxx, FTSE 100, Topix, ASX 200, and European, Australasia, and Far East (“EAFE”) indices as well as corresponding currency futures on the Euro/U.S. dollar, Pound/U.S. dollar, Australian dollar/U.S. dollar, and Yen/U.S. dollar, having initial margin requirements of $ 24 million.


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AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Credit Risk
Although notional amount is the most commonly used measure of volume in the derivatives market, it is not used as a measure of credit risk. A derivative with positive fair value (a derivative asset) indicates existence of credit risk because the counterparty would owe money to the Company if the contract were closed at the reporting date. Alternatively, a derivative contract with negative fair value (a derivative liability) indicates the Company would owe money to the counterparty if the contract were closed at the reporting date. To reduce credit exposures in Over-the-Counter (“OTC”) derivative transactions the Company generally enters into master agreements that provide for a netting of financial exposures with the counterparty and allow for collateral arrangements as further described below under “ISDA Master Agreements.” The Company further controls and minimizes its counterparty exposure through a credit appraisal and approval process.
ISDA Master Agreements
Netting Provisions. The standardized ISDA Master Agreement under which the Company conducts its OTC derivative transactions includes provisions for payment netting. In the normal course of business activities, if there is more than one derivative transaction with a single counterparty, the Company will set-off the cash flows of those derivatives into a single amount to be exchanged in settlement of the resulting net payable or receivable with that counterparty. In the event of default, insolvency, or other similar event pre-defined under the ISDA Master Agreement that would result in termination of OTC derivatives transactions before their maturity, netting procedures would be applied to calculate a single net payable or receivable with the counterparty.
Collateral Arrangements. The Company generally has executed a CSA under the ISDA Master Agreement it maintains with each of its OTC derivative counterparties that requires both posting and accepting collateral either in the form of cash or high-quality securities, such as U.S. Treasury securities, U.S. government and government agency securities and investment grade corporate bonds. These CSAs are bilateral agreements that require collateral postings by the party “out-of-the-money” or in a net derivative liability position. Various thresholds for the amount and timing of collateralization of net liability positions are applicable. Consequently, the credit exposure of the Company’s OTC derivative contracts is limited to the net positive estimated fair value of those contracts at the reporting date after taking into consideration the existence of netting agreements and any collateral received pursuant to CSAs. Derivatives are recognized at fair value in the consolidated balance sheets and are reported either as assets in Other invested assets or as liabilities in Other liabilities, except for embedded insurance-related derivatives as described above and derivatives transacted with a related counterparty. The Company nets the fair value of all derivative financial instruments with counterparties for which an ISDA Master Agreement and related CSA have been executed.
At March 31, 2018 and December 31, 2017 , respectively, the Company held $2,208 million and $2,123 million in cash and securities collateral delivered by trade counterparties, representing the fair value of the related derivative agreements. The unrestricted cash collateral is reported in Other invested assets. The aggregate fair value of all collateralized derivative transactions that were in a liability position with trade counterparties at March 31, 2018 and December 31, 2017 , respectively, were $2 million and $2 million , for which the Company posted collateral of $7 million and $4 million at March 31, 2018 and December 31, 2017 , respectively, in the normal operation of its collateral arrangements. Certain of the Company’s ISDA Master Agreements contain contingent provisions that permit the counterparty to terminate the ISDA Master Agreement if the Company’s credit rating falls below a specified threshold, however, the occurrence of such credit event would not impose additional collateral requirements.
Margin
Effective January 3, 2017, the CME amended its rulebook, resulting in the characterization of variation margin transfers as settlement payments, as opposed to adjustments to collateral. These amendments impacted the accounting treatment of the Company’s centrally cleared derivatives for which the CME serves as the central clearing party. As of the effective date, the application of the amended rulebook reduced gross derivative assets by $1 million .


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AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Securities Repurchase and Reverse Repurchase Transactions
Securities repurchase and reverse repurchase transactions are conducted by the Company under a standardized securities industry master agreement, amended to suit the specificities of each respective counterparty. These agreements generally provide detail as to the nature of the transaction, including provisions for payment netting, establish parameters concerning the ownership and custody of the collateral securities, including the right to substitute collateral during the term of the agreement, and provide for remedies in the event of default by either party. Amounts due to/from the same counterparty under these arrangements generally would be netted in the event of default and subject to rights of set-off in bankruptcy. The Company’s securities repurchase and reverse repurchase agreements are accounted for as secured borrowing or lending arrangements, respectively and are reported in the consolidated balance sheets on a gross basis. The Company obtains or posts collateral generally in the form of cash and U.S. Treasury, corporate and government agency securities. The fair value of the securities to be repurchased or resold is monitored on a daily basis with additional collateral posted or obtained as necessary. Securities to be repurchased or resold are the same, or substantially the same, as those initially transacted under the arrangement. At March 31, 2018 and December 31, 2017 , the balance outstanding under securities repurchase transactions was $ 1,904 million and $1,887 million , respectively. The Company utilized these repurchase and reverse repurchase agreements for asset liability and cash management purposes. For other instruments used for asset liability management purposes, see “Obligation under funding agreements” included in Note 14 .


37
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AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The following table presents information about the Company’s offsetting of financial assets and liabilities and derivative instruments at March 31, 2018 .
Offsetting of Financial Assets and Liabilities and Derivative Instruments
At March 31, 2018
 
Gross
Amounts
Recognized
 
Gross
Amounts
Offset in the
Balance Sheets
 
Net Amounts
Presented in the
Balance Sheets
 
(in millions)
ASSETS (1)
 
 
 
 
 
Description
 
 
 
 
 
Derivatives:
 
 
 
 
 
Equity contracts
$
3,606

 
$
1,429

 
$
2,177

Interest rate contracts
555

 
395

 
160

Credit contracts
32

 
3

 
29

Currency
10

 
52

 
(42
)
Collateral
17

 
2,208

 
(2,191
)
Margin
62

 
57

 
5

Total Derivatives, subject to an ISDA Master Agreement
4,282

 
4,144

 
138

Other financial instruments
3,923

 
—

 
3,923

Other invested assets
$
8,205

 
$
4,144

 
$
4,061

LIABILITIES (2)
 
 
 
 
 
Description
 
 
 
 
 
Derivatives:
 
 
 
 
 
Equity contracts
$
1,429

 
$
1,429

 
$
—

Interest rate contracts
395

 
395

 
—

Credit contracts
3

 
3

 
—

Currency
52

 
52

 
—

Collateral
2,208

 
2,208

 
—

Margin
57

 
57

 
—

Total Derivatives, subject to an ISDA Master Agreement
4,144

 
4,144

 
—

Other financial liabilities
4,342

 
—

 
4,342

Other liabilities
$
8,486

 
$
4,144

 
$
4,342

Securities sold under agreement to repurchase (3)
$
1,897

 
$
—

 
$
1,897

(1)
Excludes Investment Management and Research segment’s derivative assets of consolidated VIEs/VOEs.
(2)
Excludes Investment Management and Research segment’s derivative liabilities of consolidated VIEs/VOEs.
(3)
Excludes expense of $ 7 million in securities sold under agreement to repurchase.




38
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AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The following table presents information about the Company’s gross collateral amounts that are not offset in the consolidated balance sheets at March 31, 2018 .
Collateral Amounts Offset in the Consolidated Balance Sheets
At March 31, 2018
 
Net Amounts
Presented in the
Balance Sheets
 
Collateral (Received)/Held
 
 
 
Financial
Instruments
 
Cash
 
Net
Amounts
 
(in millions)
Assets (1)
 
 
 
 
 
 
Total derivatives
$
2,324

 
$
—

 
$
(2,186
)
 
$
138

Other financial instruments
3,923

 
—

 
—

 
3,923

Other invested assets
$
6,247

 
$
—

 
$
(2,186
)
 
$
4,061

Liabilities: (2)
 
 
 
 
 
 

Securities sold under agreement to repurchase (3)(4)(5)
$
1,897

 
$
(1,923
)
 
$
—

 
$
(26
)
(1)
Excludes Investment Management and Research segment’s derivative assets of consolidated VIEs/VOEs.
(2)
Excludes Investment Management and Research segment’s derivative liabilities of consolidated VIEs/VOEs.
(3)
Excludes expense of $ 7 million included in Securities sold under agreements to repurchase on the consolidated balance sheet.
(4)
US Treasury and agency securities are included in Fixed maturities available for sale on the consolidated balance sheet.
(5)
Cash is reported in Cash and cash equivalents on the consolidated balance sheet.

The following table presents information about repurchase agreements accounted for as secured borrowings in the consolidated balance sheets at March 31, 2018 .
Repurchase Agreement Accounted for as Secured Borrowings
 
At March 31, 2018
 
Remaining Contractual Maturity of the Agreements
 
Overnight and
Continuous
 
Up to 30
days
 
30–90
days
 
Greater Than
90 days
 
Total
 
(in millions)
Securities sold under agreement to repurchase (1)
 
 
 
 
 
 
 
 
 
U.S. Treasury and agency securities
$
—

 
$
1,897

 
$
—

 
$
—

 
$
1,897

Total
$
—

 
$
1,897

 
$
—

 
$
—

 
$
1,897

(1)
Excludes expense accrual of $ 7 million included in Securities sold under agreements to repurchase on the consolidated balance sheet.


39
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AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The following table presents information about the Company’s offsetting financial assets and liabilities and derivative instruments at December 31, 2017 .
Offsetting of Financial Assets and Liabilities and Derivative Instruments
At December 31, 2017
 
Gross
Amounts
Recognized
 
Gross
Amounts
Offset in the
Balance Sheets
 
Net Amounts
Presented in the
Balance Sheets
 
(in millions)
ASSETS (1)
 
 
 
 
 
Description
 
 
 
 
 
Derivatives:
 
 
 
 
 
Equity contracts
$
3,461

 
$
1,660

 
$
1,801

Interest rate contracts
604

 
193

 
411

Credit contracts
35

 
3

 
32

Currency
19

 
10

 
9

Collateral
4

 
2,123

 
(2,119
)
Margin
24

 
4

 
20

Total Derivatives, subject to an ISDA Master Agreement
4,147

 
3,993

 
154

Other financial instruments
3,964

 
—

 
3,964

Other invested assets
$
8,111

 
$
3,993

 
$
4,118

Total Derivatives, not subject to an ISDA Master Agreement (4)
$
5

 
$
—

 
$
5

LIABILITIES (2)
 
 
 
 
 
Description
 
 
 
 
 
Derivatives:
 
 
 
 
 
Equity contracts
$
1,660

 
$
1,660

 
$
—

Interest rate contracts
193

 
193

 
—

Credit contracts
3

 
3

 
—

Currency
10

 
10

 
—

Collateral
2,123

 
2,123

 
—

Margin
4

 
4

 
—

Total Derivatives, subject to an ISDA Master Agreement
3,993

 
3,993

 
—

Other financial liabilities
4,053

 
—

 
4,053

Other liabilities
$
8,046

 
$
3,993

 
$
4,053

Securities sold under agreement to repurchase (3)
$
1,882

 
$
—

 
$
1,882

(1)
Excludes Investment Management and Research segment’s derivative assets of consolidated VIEs/VOEs.
(2)
Excludes Investment Management and Research segment’s derivative liabilities of consolidated VIEs/VOEs.
(3)
Excludes expense of $ 5 million included in Securities sold under agreements to repurchase on the consolidated balance sheets.
(4)
This amount is reflected in Other assets.



40
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AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The following table presents information about the Company’s gross collateral amounts that are not offset in the consolidated balance sheet at December 31, 2017 .
Collateral Amounts Offset in the Consolidated Balance Sheets
At December 31, 2017  
 
Net Amounts Presented in the Balance Sheets
 
Collateral (Received)/Held
 
 
 
Financial
Instruments
 
Cash
 
Net
Amounts
 
(in millions)
Assets (1)
 
 
 
 
 
 
 
Total Derivatives
$
2,253

 
$
—

 
$
(2,099
)
 
$
154

Other financial assets
3,964

 
—

 
—

 
3,964

Other invested assets
$
6,217

 
$
—

 
$
(2,099
)
 
$
4,118

Liabilities: (2)
 
 
 
 
 
 
 
Other financial liabilities
$
4,053

 
$
—

 
$
—

 
$
4,053

Other liabilities
$
4,053

 
$
—

 
$
—

 
$
4,053

Securities sold under agreement to repurchase (3)(4)(5)
$
1,882

 
$
(1,988
)
 
$
(21
)
 
$
(127
)
(1)
Excludes Investment Management and Research segment’s derivative assets of consolidated VIEs/VOEs.
(2)
Excludes Investment Management and Research segment’s derivative liabilities of consolidated VIEs/VOEs.
(3)
Excludes expense of $ 5 million in securities sold under agreement to repurchase.
(4)
US Treasury and agency securities are in fixed maturities available for sale on consolidated balance sheet.
(5)
Cash is included in cash and cash equivalents on consolidated balance sheet.
The following table presents information about repurchase agreements accounted for as secured borrowings in the consolidated balance sheets at December 31, 2017 .
Repurchase Agreement Accounted for as Secured Borrowings
 
At December 31, 2017
 
Remaining Contractual Maturity of the Agreements
 
Overnight and
Continuous
 
Up to 30
days
 
30–90
days
 
Greater 
Than
90 days
 
Total
 
(in millions)
Securities sold under agreement to repurchase (1)
 
 
 
 
 
 
 
 
 
U.S. Treasury and agency securities
$
—

 
$
1,882

 
$
—

 
$
—

 
$
1,882

Total
$
—

 
$
1,882

 
$
—

 
$
—

 
$
1,882

(1)
Excludes expense of $ 5 million in securities sold under agreement to repurchase.



41
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AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

4)     CLOSED BLOCK
Summarized financial information for the Company’s Closed Block is as follows:
 
March 31,
2018
 
December 31,
2017
 
(in millions)
CLOSED BLOCK LIABILITIES:
 
 
 
Future policy benefits, policyholders’ account balances and other
$
6,904

 
$
6,958

Policyholder dividend obligation
—

 
19

Other liabilities
269

 
271

Total Closed Block liabilities
7,173

 
7,248

ASSETS DESIGNATED TO THE CLOSED BLOCK:
 
 
 
Fixed maturities, available for sale, at fair value (amortized cost of $3,864 and $3,923)
3,908

 
4,070

Mortgage loans on real estate
1,837

 
1,720

Policy loans
772

 
781

Cash and other invested assets
235

 
351

Other assets
192

 
182

Total assets designated to the Closed Block
6,944

 
7,104

Excess of Closed Block liabilities over assets designated to the Closed Block
229

 
144

Amounts included in accumulated other comprehensive income (loss):
 
 
 
Net unrealized investment gains (losses), net of policyholder dividend obligation of $0 and $19
55

 
138

Maximum Future Earnings To Be Recognized From Closed Block Assets and Liabilities
$
284

 
$
282

The Company’s Closed Block revenues and expenses follows:
 
 
Three Months Ended March 31,
 
 
2018
 
2017
 
(in millions)
REVENUES:
 
 
 
 
Premiums and other income
 
$
51

 
$
54

Net investment income (loss)
 
73

 
83

Net investment gains (losses)
 
1

 
(15
)
Total revenues
 
125

 
122

BENEFITS AND OTHER DEDUCTIONS:
 
 
 
 
Policyholders’ benefits and dividends
 
126

 
151

Other operating costs and expenses
 
1

 
—

Total benefits and other deductions
 
127

 
151

Net revenues (loss) before income taxes
 
(2
)
 
(29
)
Income tax (expense) benefit
 
—

 
10

Net Revenues (Losses)
 
$
(2
)
 
$
(19
)


42
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AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

A reconciliation of the Company’s policyholder dividend obligation follows:
 
Three Months Ended March 31,
 
2018
 
2017
 
(in millions)
Balances, beginning of year
$
19

 
$
52

Unrealized investment gains (losses), net of DAC
(19
)
 
(14
)
Balances, End of Period
$
—

 
$
38


5)     INSURANCE LIABILITIES
A) Variable Annuity Contracts – GMDB, GMIB, GIB and GWBL and Other Features
The Company has certain variable annuity contracts with GMDB, GMIB, GIB and GWBL and other features in-force that guarantee one of the following:
•
Return of Premium: the benefit is the greater of current account value or premiums paid (adjusted for withdrawals);
•
Ratchet: the benefit is the greatest of current account value, premiums paid (adjusted for withdrawals), or the highest account value on any anniversary up to contractually specified ages (adjusted for withdrawals);
•
Roll-Up: the benefit is the greater of current account value or premiums paid (adjusted for withdrawals) accumulated at contractually specified interest rates up to specified ages;
•
Combo: the benefit is the greater of the ratchet benefit or the roll-up benefit, which may include either a five year or an annual reset; or
•
Withdrawal: the withdrawal is guaranteed up to a maximum amount per year for life.
The following table summarizes the direct GMDB and GMIB with no no-lapse guarantee rider (“NLG”) features liabilities, before reinsurance ceded, reflected in the consolidated balance sheets in Future policy benefits and other policyholders’ liabilities:
 
GMDB    
 
GMIB    
 
Total    
 
(in millions)
Balance at January 1, 2018
$
4,085

 
$
4,800

 
$
8,885

Paid guarantee benefits
(101
)
 
(32
)
 
(133
)
Other changes in reserve
97

 
(136
)
 
(39
)
Balance at March 31, 2018
$
4,081

 
$
4,632

 
$
8,713

Balance at January 1, 2017
$
3,170

 
$
3,868

 
$
7,038

Paid guarantee benefits
(89
)
 
(32
)
 
(121
)
Other changes in reserve
187

 
1,919

 
2,106

Balance at March 31, 2017
$
3,268

 
$
5,755

 
$
9,023



43
Table of Contents
AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The following table summarizes the ceded GMDB liabilities, reflected in the consolidated balance sheets in Amounts due from reinsurers:
 
Three Months Ended March 31,
 
2018
 
2017
 
(in millions)
Balance, beginning of year
$
108

 
$
90

Paid guarantee benefits
(5
)
 
(3
)
Other changes in reserve
2

 
2

Balance, End of Period
$
105

 
$
89

The following table summarizes the assumed GMDB liabilities, reflected in the consolidated balance sheets in Future policy benefits and other policyholders’ liabilities:
 
Three Months Ended March 31,
 
2018
 
2017
 
(in millions)
Balance, beginning of year
$
95

 
$
121

Paid guarantee benefits
(6
)
 
(5
)
Other changes in reserve
(7
)
 
(8
)
Balance, End of Period
$
82

 
$
108

The liability for the GMxB derivative features liability, the liability for SCS, SIO, MSO and IUL indexed features and the GMIB reinsurance contract asset are considered embedded or freestanding insurance derivatives and are reported at fair value. Summarized in the table below is a summary of the fair value of these liabilities at March 31, 2018 and December 31, 2017 :
 
March 31,
2018
 
December 31,
2017
 
(in millions)
 
 
 
 
 
 
GMIBNLG (1)
$
3,715

 
$
4,056

SCS, SIO, MSO, IUL indexed features (2)
1,683

 
1,786

Assumed GMIB reinsurance Contracts (1)
173

 
194

GWBL/GMWB (1)
121

 
130

GIB (1)
(36
)
 
(27
)
GMAB (1)
4

 
5

Total embedded and freestanding derivative liabilities
$
5,660

 
$
6,144

 
 
 
 
GMIB reinsurance contract asset (3)
$
1,734

 
$
1,894

(1)
Reported in Future policyholders’ benefits and other policyholders’ liabilities in the consolidated balance sheets.
(2)
Reported in Policyholders’ account balances in the consolidated balance sheets.
(3)
Reported in GMIB reinsurance contract asset, at fair value in the consolidated balance sheets.



44
Table of Contents
AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The March 31, 2018 values for direct variable annuity contracts in-force on such date with GMDB and GMIB features are presented in the following table. For contracts with the GMDB feature, the net amount at risk in the event of death is the amount by which the GMDB exceed related account values. For contracts with the GMIB feature, the net amount at risk in the event of annuitization is the amount by which the present value of the GMIB benefits exceeds related account values, taking into account the relationship between current annuity purchase rates and the GMIB guaranteed annuity purchase rates. Since variable annuity contracts with GMDB guarantees may also offer GMIB guarantees in the same contract, the GMDB and GMIB amounts listed are not mutually exclusive:
Direct Variable Annuity Contract Values
 
Return of
Premium
 
Ratchet
 
Roll-Up
 
Combo
 
Total
 
(Dollars in millions)
GMDB:
 
 
 
 
 
 
 
 
 
Account values invested in:
 
 
 
 
 
 
 
 
 
General Account
$
13,848

 
$
107

 
$
64

 
$
194

 
$
14,213

Separate Accounts
$
45,136

 
$
9,319

 
$
3,381

 
$
34,668

 
$
92,504

Net amount at risk, gross
$
186

 
$
117

 
$
2,016

 
$
16,388

 
$
18,707

Net amount at risk, net of amounts reinsured
$
186

 
$
111

 
$
1,378

 
$
16,388

 
$
18,063

Average attained age of policyholders
51

 
67

 
73

 
68

 
55

Percentage of policyholders over age 70
9.7
%
 
40.9
%
 
63.7
%
 
47.4
%
 
18.3
%
Range of contractually specified interest rates
N/A

 
N/A

 
3%-6%

 
3%-6.5%

 
3%-6.5%

GMIB:
 
 
 
 
 
 
 
 
 
Account values invested in:
 
 
 
 
 
 
 
 
 
General Account
N/A

 
N/A

 
$
24

 
$
285

 
$
309

Separate Accounts
N/A

 
N/A

 
$
20,855

 
$
39,604

 
$
60,459

Net amount at risk, gross
N/A

 
N/A

 
$
883

 
$
6,322

 
$
7,205

Net amount at risk, net of amounts reinsured
N/A

 
N/A

 
$
268

 
$
5,738

 
$
6,006

Average attained age of policyholders
N/A

 
N/A

 
70

 
69

 
69

Weighted average years remaining until annuitization
N/A

 
N/A

 
1.7

 
0.7

 
0.8

Range of contractually specified interest rates
N/A

 
N/A

 
3%-6%

 
3%-6.5%

 
3%-6.5%



45
Table of Contents
AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The March 31, 2018 values for assumed variable annuity contracts in force on such date with GMDB and GMIB features are presented in the following table:
Assumed Variable Annuity Contract Values
 
Return of
Premium
 
Ratchet
 
Roll-Up
 
Combo
 
Total
 
(Dollars in millions)
GMDB:
 
 
 
 
 
 
 
 
 
Reinsured Account values
$
1,023

 
$
5,849

 
$
302

 
$
1,879

 
$
9,053

Net amount at risk assumed
$
7

 
$
314

 
$
24

 
$
321

 
$
666

Average attained age of policyholders
67

 
72

 
77

 
75

 
72

Percentage of policyholders over age 70
41.4
%
 
60.8
%
 
76.6
%
 
74.2
%
 
61.9
%
Range of contractually specified interest rates
N/A

 
N/A

 
3%-10%

 
5%-10%

 
3%-10%

GMIB:
 
 
 
 
 
 
 
 
 
Reinsured Account values
$
978

 
$
52

 
$
277

 
$
1,338

 
$
2,645

Net amount at risk assumed
$
2

 
$
—

 
$
38

 
$
215

 
$
255

Average attained age of policyholders
71

 
74

 
71

 
68

 
70

Percentage of policyholders over age 70
61.6
%
 
63.7
%
 
55.9
%
 
48.1
%
 
54.2
%
Range of contractually specified interest rates (1)
N/A

 
N/A

 
3.3%-6.5%

 
6%-6%

 
3.3%-6.5%

(1)
In general, for policies with the highest contractual interest rate shown ( 10% ), the rate applied only for the first 10 years after issue, which have now elapsed.
B) Separate Account Investments by Investment Category Underlying GMDB and GMIB Features
The total account values of variable annuity contracts with GMDB and GMIB features include amounts allocated to the guaranteed interest option, which is part of the General Account and variable investment options that invest through Separate Accounts in variable insurance trusts. The following table presents the aggregate fair value of assets, by major investment category, held by Separate Accounts that support variable annuity contracts with GMDB and GMIB guarantees. The investment performance of the assets impacts the related account values and, consequently, the net amount of risk associated with the GMDB and GMIB benefits and guarantees. Because variable annuity contracts offer both GMDB and GMIB features, GMDB and GMIB amounts are not mutually exclusive.


46
Table of Contents
AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Investment in Separate Account Investment Options
 
March 31,
2018
 
December 31, 2017 (1)
 
(in millions)
GMDB:
 
 
 
Equity
$
40,678

 
$
41,658

Fixed income
5,384

 
5,469

Balanced
45,485

 
46,577

Other
957

 
968

Total
$
92,504

 
$
94,672

GMIB:
 
 
 
Equity
$
19,156

 
$
19,928

Fixed income
3,074

 
3,150

Balanced
37,918

 
38,890

Other
311

 
318

Total
$
60,459

 
$
62,286

(1)
Amounts previously reported were as follows in millions: (a) GMDB: Equity $78,069 , Fixed Income $2,234 , Balanced $14,084 , and Other $283 ; (b) GMIB: Equity $50,429 , Fixed Income $1,568 , Balanced $10,165 , and Other $124 .
C) Hedging Programs for GMDB, GMIB, GIB and Other Features
Beginning in 2003, the Company established a program intended to hedge certain risks associated first with the GMDB feature and, beginning in 2004, with the GMIB feature of the Accumulator series of variable annuity products. The program has also been extended to cover other guaranteed benefits as they have been made available. This program utilizes derivative contracts, such as exchange-traded equity, currency and interest rate futures contracts, total return and/or equity swaps, interest rate swap and floor contracts, swaptions, variance swaps as well as equity options, that collectively are managed in an effort to reduce the economic impact of unfavorable changes in guaranteed benefits’ exposures attributable to movements in the capital markets. At the present time, this program hedges certain economic risks on products sold from 2001 forward, to the extent such risks are not externally reinsured. At March 31, 2018 , the total account value and net amount at risk of the hedged variable annuity contracts were $68,663 million and $17,102 million , respectively, with the GMDB feature and $57,781 million and $ $7,236 million , respectively, with the GMIB and GIB feature. A hedge program is also used to manage certain capital markets risks associated with the products the Company has assumed that have GMDB and GMIB features. At March 31, 2018 , the total account value and net amount at risk of the hedged assumed variable annuity contracts were $9,053 million  and $666 million , respectively, with the GMDB feature and $2,645 million and $255 million , respectively, with the GMIB feature.
These programs do not qualify for hedge accounting treatment. Therefore, gains (losses) on the derivatives contracts used in these programs, including current period changes in fair value, are recognized in net investment income (loss) in the period in which they occur, and may contribute to income (loss) volatility.
D) Variable and Interest-Sensitive Life Insurance Policies - NLG
The NLG feature contained in variable and interest-sensitive life insurance policies keeps them in force in situations where the policy value is not sufficient to cover monthly charges then due. The NLG remains in effect so long as the policy meets a contractually specified premium funding test and certain other requirements.


47
Table of Contents
AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The following table summarizes the NLG liabilities reflected in the General Account in Future policy benefits and other policyholders’ liabilities, the related reinsurance reserve ceded, reflected in Amounts due from reinsurers and deferred cost of reinsurance, reflected in Other assets in the Consolidated balance sheets:
 
Direct
Liability (1)
 
(in millions)
Balance at January 1, 2018
$
686

Paid Guaranteed Benefits
(8
)
Other changes in reserves
26

Balance at March 31, 2018
$
704

Balance at January 1, 2017
$
1,307

Other changes in reserves
4

Balance at March 31, 2017
$
1,311

(1)    There were no amounts of reinsurance ceded in any period presented.

6)     REINSURANCE AGREEMENTS
Effective February 1, 2018, AXA Equitable Life entered into a coinsurance reinsurance agreement (the “Coinsurance Agreement”) to cede 90% of its single premium deferred annuities (SPDA) products issued between 1978-2001 and its Guaranteed Growth Annuity (GGA) single premium deferred annuity products issued between 2001-2014. As a result of this agreement, AXA Equitable Life transferred securities with a market value of $604 million and cash of $31 million to equal the statutory reserves of approximately $635 million . As the risks transferred by AXA Equitable Life to the reinsurer under the Coinsurance Agreement are not considered insurance risks and therefore do not qualify for reinsurance accounting, AXA Equitable Life applied deposit accounting. Accordingly, AXA Equitable Life recorded the transferred assets of $635 million as a deposit asset recorded in Other assets, net of the ceding commissions paid to the reinsurer.
7)     FAIR VALUE DISCLOSURES
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The accounting guidance established a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value, and identifies three levels of inputs that may be used to measure fair value:
Level 1    Unadjusted quoted prices for identical instruments in active markets. Level 1 fair values generally are supported by market transactions that occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2    Observable inputs other than Level 1 prices, such as quoted prices for similar instruments, quoted prices in markets that are not active, and inputs to model-derived valuations that are directly observable or can be corroborated by observable market data.
Level 3    Unobservable inputs supported by little or no market activity and often requiring significant management judgment or estimation, such as an entity’s own assumptions about the cash flows or other significant components of value that market participants would use in pricing the asset or liability.


48
Table of Contents
AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The Company uses unadjusted quoted market prices to measure the fair value of instruments that are actively traded in financial markets. In cases where quoted market prices are not available, fair values are measured using present value or other valuation techniques. The fair value determinations are made at a specific point in time, based on available market information and judgments about the financial instrument, including estimates of the timing and amount of expected future cash flows and the credit standing of counterparties. Such adjustments do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument, nor do they consider the tax impact of the realization of unrealized gains or losses. In many cases, the fair value cannot be substantiated by direct comparison to independent markets, nor can the disclosed value be realized in immediate settlement of the instrument.
Management is responsible for the determination of the value of investments carried at fair value and the supporting methodologies and assumptions. Under the terms of various service agreements, the Company often utilizes independent valuation service providers to gather, analyze, and interpret market information and derive fair values based upon relevant methodologies and assumptions for individual securities. These independent valuation service providers typically obtain data about market transactions and other key valuation model inputs from multiple sources and, through the use of widely accepted valuation models, provide a single fair value measurement for individual securities for which a fair value has been requested. As further described below with respect to specific asset classes, these inputs include, but are not limited to, market prices for recent trades and transactions in comparable securities, benchmark yields, interest rate yield curves, credit spreads, quoted prices for similar securities, and other market-observable information, as applicable. Specific attributes of the security being valued also are considered, including its term, interest rate, credit rating, industry sector, and when applicable, collateral quality and other security- or issuer-specific information. When insufficient market observable information is available upon which to measure fair value, the Company either will request brokers knowledgeable about these securities to provide a non-binding quote or will employ internal valuation models. Fair values received from independent valuation service providers and brokers and those internally modeled or otherwise estimated are assessed for reasonableness.
Assets and liabilities measured at fair value on a recurring basis are summarized below. At March 31, 2018 and December 31, 2017 , no assets were required to be measured at fair value on a non-recurring basis. Fair value measurements are required on a non-recurring basis for certain assets, including goodwill and mortgage loans on real estate, only when an OTTI or other event occurs. When such fair value measurements are recorded, they must be classified and disclosed within the fair value hierarchy. The Company recognizes transfers between valuation levels at the beginning of the reporting period.


49
Table of Contents
AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Fair Value Measurements at March 31, 2018
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(in millions)
Assets
 
 
 
 
 
 
 
Investments
 
 
 
 
 
 
 
Fixed maturities, available-for-sale:
 
 
 
 
 
 
 
Public Corporate
$
—

 
$
18,581

 
$
135

 
$
18,716

Private Corporate
—

 
6,286

 
1,118

 
7,404

U.S. Treasury, government and agency
—

 
14,653

 
—

 
14,653

States and political subdivisions
—

 
438

 
39

 
477

Foreign governments
—

 
419

 
—

 
419

Residential mortgage-backed (1)
—

 
627

 
—

 
627

Asset-backed (2)
—

 
135

 
540

 
675

Redeemable preferred stock
180

 
333

 
—

 
513

Subtotal
180

 
41,472

 
1,832

 
43,484

Other equity investments
13

 
—

 
34

 
47

Trading securities
448

 
14,427

 
44

 
14,919

Other invested assets:
 
 
 
 
 
 
 
Short-term investments
—

 
854

 
—

 
854

Assets of consolidated VIEs/VOEs
1,691

 
291

 
32

 
2,014

Swaps
—

 
356

 
—

 
356

Credit Default Swaps
—

 
29

 
—

 
29

Options
—

 
1,939

 
—

 
1,939

Subtotal
1,691

 
3,469

 
32

 
5,192

Cash equivalents
4,894

 
—

 
—

 
4,894

Segregated securities
—

 
1,025

 
—

 
1,025

GMIB reinsurance contract asset
—

 
—

 
1,734

 
1,734

Separate Accounts’ assets
118,466

 
2,845

 
357

 
121,668

Total Assets
$
125,692

 
$
63,238

 
$
4,033

 
$
192,963

Liabilities
 
 
 
 
 
 
 
Other invested liabilities
 
 
 
 
 
 
 
GMxB derivative features’ liability
$
—

 
$
—

 
$
3,977

 
$
3,977

SCS, SIO, MSO and IUL indexed features’ liability
—

 
1,683

 
—

 
1,683

Liabilities of consolidated VIEs/VOEs
1,190

 
18

 
—

 
1,208

Contingent payment arrangements
—

 
—

 
14

 
14

Total Liabilities
$
1,190

 
$
1,701

 
$
3,991

 
$
6,882

(1)
Includes publicly traded agency pass-through securities and collateralized obligations.
(2)
Includes credit-tranched securities collateralized by sub-prime mortgages and other asset types and credit tenant loans.



50
Table of Contents
AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Fair Value Measurements at December 31, 2017
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(in millions)
Assets
 
 
 
 
 
 
 
Investments
 
 
 
 
 
 
 
Fixed maturities, available-for-sale:
 
 
 
 
 
 
 
Public Corporate
$
—

 
$
17,906

 
$
48

 
$
17,954

Private Corporate
—

 
6,390

 
1,102

 
7,492

U.S. Treasury, government and agency
—

 
18,508

 
—

 
18,508

States and political subdivisions
—

 
449

 
40

 
489

Foreign governments
—

 
419

 
—

 
419

Residential mortgage-backed (1)
—

 
818

 
—

 
818

Asset-backed (2)
—

 
208

 
541

 
749

Redeemable preferred stock
184

 
327

 
1

 
512

Subtotal
184

 
45,025

 
1,732

 
46,941

Other equity investments
13

 
—

 
34

 
47

Trading securities
485

 
13,647

 
38

 
14,170

Other invested assets:
 
 
 
 
 
 
 
Short-term investments
—

 
1,730

 
—

 
1,730

Assets of consolidated VIEs/VOEs
1,060

 
215

 
27

 
1,302

Swaps
—

 
222

 
—

 
222

Credit Default Swaps
—

 
33

 
—

 
33

Futures
(2
)
 
—

 
—

 
(2
)
Foreign currency contract (3)
—

 
5

 
—

 
5

Options
—

 
1,999

 
—

 
1,999

Subtotal
1,058

 
4,204

 
27

 
5,289

Cash equivalents
3,608

 
—

 
—

 
3,608

Segregated securities
—

 
825

 
—

 
825

GMIB reinsurance contract asset
—

 
—

 
1,894

 
1,894

Separate Accounts’ assets
121,000

 
2,997

 
349

 
124,346

Total Assets
$
126,348

 
$
66,698

 
$
4,074

 
$
197,120

Liabilities
 
 
 
 
 
 
 
Other invested liabilities
 
 
 
 
 
 
 
GMxB derivative features’ liability
$
—

 
$
—

 
$
4,358

 
$
4,358

SCS, SIO, MSO and IUL indexed features’ liability
—

 
1,786

 
—

 
1,786

Liabilities of consolidated VIEs/VOEs
670

 
22

 
—

 
692

Contingent payment arrangements
—

 
—

 
15

 
15

Total Liabilities
$
670

 
$
1,808

 
$
4,373

 
$
6,851

(1)
Includes publicly traded agency pass-through securities and collateralized obligations.
(2)
Includes credit-tranched securities collateralized by sub-prime mortgages and other asset types and credit tenant loans.
(3)
Reported in Other assets in the consolidated balance sheets.

At March 31, 2018 and December 31, 2017 , respectively, the fair value of public fixed maturities is approximately $35,131 million and $38,762 million or approximately 18.5% and 20.0% of the Company’s total assets measured at fair value on a recurring basis (excluding GMIB reinsurance contracts and segregated securities measured at fair value


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AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

on a recurring basis). The fair values of the Company’s public fixed maturity securities are generally based on prices obtained from independent valuation service providers and for which the Company maintains a vendor hierarchy by asset type based on historical pricing experience and vendor expertise. Although each security generally is priced by multiple independent valuation service providers, the Company ultimately uses the price received from the independent valuation service provider highest in the vendor hierarchy based on the respective asset type, with limited exception. To validate reasonableness, prices also are internally reviewed by those with relevant expertise through comparison with directly observed recent market trades. Consistent with the fair value hierarchy, public fixed maturity securities validated in this manner generally are reflected within Level 2, as they are primarily based on observable pricing for similar assets and/or other market observable inputs. If the pricing information received from independent valuation service providers is not reflective of market activity or other inputs observable in the market, the Company may challenge the price through a formal process in accordance with the terms of the respective independent valuation service provider agreement. If as a result it is determined that the independent valuation service provider is able to reprice the security in a manner agreed as more consistent with current market observations, the security remains within Level 2. Alternatively, a Level 3 classification may result if the pricing information then is sourced from another vendor, non-binding broker quotes, or internally-developed valuations for which the Company’s own assumptions about market-participant inputs would be used in pricing the security.
At March 31, 2018 and December 31, 2017 , respectively, the fair value of private fixed maturities is approximately $8,353 million and $8,179 million or approximately 4.4% and 4.2% of the Company’s total assets measured at fair value on a recurring basis. The fair values of the Company’s private fixed maturities are determined from prices obtained from independent valuation service providers. Prices not obtained from an independent valuation service provider are determined by using a discounted cash flow model or a market comparable company valuation technique. In certain cases, these models use observable inputs with a discount rate based upon the average of spread surveys collected from private market intermediaries who are active in both primary and secondary transactions, taking into account, among other factors, the credit quality and industry sector of the issuer and the reduced liquidity associated with private placements. Generally, these securities have been reflected within Level 2. For certain private fixed maturities, the discounted cash flow model or a market comparable company valuation technique may also incorporate unobservable inputs, which reflect the Company’s own assumptions about the inputs market participants would use in pricing the asset. To the extent management determines that such unobservable inputs are significant to the fair value measurement of a security, a Level 3 classification generally is made.
As disclosed in Note 3 , at March 31, 2018 and December 31, 2017 , respectively, the net fair value of freestanding derivative positions is approximately 44.8 % and 42.9% of Other invested assets measured at fair value on a recurring basis, with a value of $2,324 million and $2,258 million . The fair values of the Company’s derivative positions are generally based on prices obtained either from independent valuation service providers or derived by applying market inputs from recognized vendors into industry standard pricing models. The majority of these derivative contracts are traded in the OTC derivative market and are classified in Level 2. The fair values of derivative assets and liabilities traded in the OTC market are determined using quantitative models that require use of the contractual terms of the derivative instruments and multiple market inputs, including interest rates, prices, and indices to generate continuous yield or pricing curves, including overnight index swap (“OIS”) curves, and volatility factors, which then are applied to value the positions. The predominance of market inputs is actively quoted and can be validated through external sources or reliably interpolated if less observable. If the pricing information received from independent valuation service providers is not reflective of market activity or other inputs observable in the market, the Company may challenge the price through a formal process in accordance with the terms of the respective independent valuation service provider agreement. If as a result it is determined that the independent valuation service provider is able to reprice the derivative instrument in a manner agreed as more consistent with current market observations, the position remains within Level 2. Alternatively, a Level 3 classification may result if the pricing information then is sourced from another vendor, non-binding broker quotes, or internally-developed valuations for which the Company’s own assumptions about market-participant inputs would be used in pricing the security.
At March 31, 2018 and December 31, 2017 , respectively, investments classified as Level 1 comprise approximately 66.1 % and 64.9% of assets measured at fair value on a recurring basis and primarily include redeemable preferred stock, trading securities, cash equivalents and Separate Account assets. Fair value measurements classified as Level 1


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AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

include exchange-traded prices of fixed maturities, equity securities and derivative contracts, and net asset values for transacting subscriptions and redemptions of mutual fund shares held by Separate Accounts. Cash equivalents classified as Level 1 include money market accounts, overnight commercial paper and highly liquid debt instruments purchased with an original maturity of three months or less, and are carried at cost as a proxy for fair value measurement due to their short-term nature.
At March 31, 2018 and December 31, 2017 , respectively, investments classified as Level 2 comprise approximately 32.7 % and 34.0% of assets measured at fair value on a recurring basis and primarily include U.S. government and agency securities and certain corporate debt securities, such as public and private fixed maturities. As market quotes generally are not readily available or accessible for these securities, their fair value measures are determined utilizing relevant information generated by market transactions involving comparable securities and often are based on model pricing techniques that effectively discount prospective cash flows to present value using appropriate sector-adjusted credit spreads commensurate with the security’s duration, also taking into consideration issuer-specific credit quality and liquidity. Segregated securities classified as Level 2 are U.S. Treasury bills segregated by AB in a special reserve bank custody account for the exclusive benefit of brokerage customers, as required by Rule 15c3-3 of the Exchange Act and for which fair values are based on quoted yields in secondary markets.
Observable inputs generally used to measure the fair value of securities classified as Level 2 include benchmark yields, reported secondary trades, issuer spreads, benchmark securities and other reference data. Additional observable inputs are used when available, and as may be appropriate, for certain security types, such as prepayment, default, and collateral information for the purpose of measuring the fair value of mortgage- and asset-backed securities. At March 31, 2018 and December 31, 2017 , respectively, approximately $ 641 million and $875 million of AAA-rated mortgage- and asset-backed securities are classified as Level 2 for which the observability of market inputs to their pricing models is supported by sufficient, albeit more recently contracted, market activity in these sectors.
Certain Company products such as the SCS and EQUI-VEST variable annuity product, and in the MSO fund available in some life contracts offer investment options which permit the contract owner to participate in the performance of an index, ETF or commodity price. These investment options, which depending on the product and on the index selected can currently have 1, 3, 5, or 6 year terms, provide for participation in the performance of specified indices, ETF or commodity price movement up to a segment-specific declared maximum rate. Under certain conditions that vary by product, e.g. holding these segments for the full term, these segments also shield policyholders from some or all negative investment performance associated with these indices, ETF or commodity prices. These investment options have defined formulaic liability amounts, and the current values of the option component of these segment reserves are accounted for as Level 2 embedded derivatives. The fair values of these embedded derivatives are based on data obtained from independent valuation service providers.
At March 31, 2018 and December 31, 2017 , respectively, investments classified as Level 3 comprise approximately 1.2 % and 1.1% of assets measured at fair value on a recurring basis and primarily include corporate debt securities, such as private fixed maturities. Determinations to classify fair value measures within Level 3 of the valuation hierarchy generally are based upon the significance of the unobservable factors to the overall fair value measurement. Included in the Level 3 classification at March 31, 2018 and December 31, 2017 , respectively, were approximately $ 95 million and $97 million of fixed maturities with indicative pricing obtained from brokers that otherwise could not be corroborated to market observable data. The Company applies various due diligence procedures, as considered appropriate, to validate these non-binding broker quotes for reasonableness, based on its understanding of the markets, including use of internally-developed assumptions about inputs a market participant would use to price the security. In addition, approximately $ 540 million and $598 million of mortgage- and asset-backed securities are classified as Level 3 at March 31, 2018 and December 31, 2017 , respectively.
The Company also issues certain benefits on its variable annuity products that are accounted for as derivatives and are also considered Level 3. The GMIBNLG feature allows the policyholder to receive guaranteed minimum lifetime annuity payments based on predetermined annuity purchase rates applied to the contract’s benefit base if and when the contract account value is depleted and the NLG feature is activated. The GMWB feature allows the policyholder to withdraw at minimum, over the life of the contract, an amount based on the contract’s benefit base.  The GWBL feature allows the policyholder to withdraw, each year for the life of the contract, a specified annual percentage of an amount


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AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

based on the contract’s benefit base.  The GMAB feature increases the contract account value at the end of a specified period to a GMAB base.  The GIB feature provides a lifetime annuity based on predetermined annuity purchase rates if and when the contract account value is depleted. This lifetime annuity is based on predetermined annuity purchase rates applied to a GIB base.
Level 3 also includes the GMIB reinsurance contract asset’s which are accounted for as derivative contracts.  The GMIB reinsurance contract asset and liabilities’ fair value reflects the present value of reinsurance premiums and recoveries and risk margins over a range of market consistent economic scenarios while GMxB derivative features liability reflects the present value of expected future payments (benefits) less fees, adjusted for risk margins and nonperformance risk, attributable to GMxB derivative features’ liability over a range of market-consistent economic scenarios.
The valuations of the GMIB reinsurance contract asset and GMxB derivative features liability incorporate significant non-observable assumptions related to policyholder behavior, risk margins and projections of equity separate account funds. The credit risks of the counterparty and of the Company are considered in determining the fair values of its GMIB reinsurance contract asset and GMxB derivative features liability positions, respectively, after taking into account the effects of collateral arrangements. Incremental adjustment to the swap curve for non-performance risk is made to the fair values of the GMIB reinsurance contract asset and liabilities and GMIBNLG feature to reflect the claims-paying ratings of counterparties and the Company. Equity and fixed income volatilities were modeled to reflect current market volatilities. Due to the unique, long duration of the GMIBNLG feature, adjustments were made to the equity volatilities to remove the illiquidity bias associ ated with the longer tenors and risk margins were applied to the non-capital markets inputs to the GMIBNLG valuations.
After giving consideration to collateral arrangements, the Company reduced the fair value of its GMIB reinsurance contract asset by $12 million and $8 million at March 31, 2018 and December 31, 2017 , respectively, to recognize incremental counterparty non-performance risk and reduced the fair value of its GMIB reinsurance contract liabilities by $24 million and $24 million at March 31, 2018 and December 31, 2017 , respectively to recognize its own incremental non-performance risk.
Lapse rates are adjusted at the contract level based on a comparison of the actuarially calculated guaranteed values and the current policyholder account value, which include other factors such as considering surrender charges. Generally, lapse rates are assumed to be lower in periods when a surrender charge applies. A dynamic lapse function reduces the base lapse rate when the guaranteed amount is greater than the account value as in the money contracts are less likely to lapse. For valuing the embedded derivative, lapse rates vary throughout the period over which cash flows are projected.
Th e Company’s Level 3 liabilities include contingent payment arrangements associated with acquisitions in 2010, 2013, 2014 and 2016 by AB. At each reporting date, AB estimates the fair values of the contingent consideration expected to be paid based upon probability-weighted AUM and revenue projections, using unobservable market data inputs, which are included in Level 3 of the valuation hierarchy. The Company’s Level 3 liabilities also include contingent payment arrangements associated with a Renewal Rights Agreement (the “Renewal Rights Agreement”) that transitions certain group employee benefits policies beginning January 1, 2017 from an insurer exiting such business to MONY Life Insurance Company of America (“MLOA”). The fair value of the contingent payments liability associated with this transaction is measured and adjusted each reporting period through final settlement using projected premiums from these policies, net of potential surrenders and terminations, and applying a risk-adjusted discount factor ( 7.0% at March 31, 2018 ) to the resulting cash flows.
As of March 31, 2018 and December 31, 2017 , the Company’s consolidated VIEs/VOEs hold $32 million and $27 million , respectively  of investments that are classified as Level 3 primarily consist of corporate bonds that are vendor priced with no ratings available, bank loans, non-agency collateralized mortgage obligations and asset-backed securities.
In the first three months of 2018 , AFS fixed maturities with fair values of $16 million were transferred out of Level 3 and into Level 2 principally due to the availability of trading activity or market observable inputs to measure and validate their fair values. In addition, AFS fixed maturities with fair value of $67 million were transferred from Level 2 into the Level 3 classification. These transfers in the aggregate represent approximately 0.5% of total equity at March 31, 2018 .


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AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

In the first three months of 2017 , $0 million AFS fixed maturities were transferred out of Level 3 and into Level 2 principally due to the availability of trading activity or market observable inputs to measure and validate their fair values. In addition, AFS fixed maturities with fair value of $24 million were transferred from Level 2 into the Level 3 classification. These transfers in the aggregate represent approximately 0.2% of total equity at March 31, 2017 .

The table below presents a reconciliation for all Level 3 assets and liabilities for the three months ended March 31, 2018 and 2017 , respectively:
Level 3 Instruments
Fair Value Measurements
 
Corporate
 
State and
Political
Sub-
divisions
 
Commercial
Mortgage-
backed
 
Asset-
backed
 
(in millions)
Balance, January 1, 2018
$
1,150

 
$
40

 
$
—

 
$
541

Total gains (losses), realized and unrealized, included in:
 
 
 
 
 
 
 
Income (loss) as:
 
 
 
 
 
 
 
Net investment income (loss)
1

 
—

 
—

 
—

Investment gains (losses), net
—

 
—

 
—

 
—

Subtotal
1

 
—

 
—

 
—

Other comprehensive income (loss)
(21
)
 
(1
)
 
—

 
—

Purchases
189

 
—

 
—

 
—

Sales
(117
)
 
—

 
—

 
(1
)
Settlements
—

 
—

 
—

 
—

Transfers into Level 3 (1)
67

 
—

 
—

 
—

Transfers out of Level 3 (1)
(16
)
 
—

 
—

 
—

Balance, March 31, 2018
$
1,253

 
$
39

 
$
—

 
$
540

Balance, January 1, 2017
$
857

 
$
42

 
$
373

 
$
120

Total gains (losses), realized and unrealized, included in:
 
 
 
 
 
 
 
Income (loss) as:
 
 
 
 
 
 
 
Net investment income (loss)
1

 
—

 
—

 
—

Investment gains (losses), net
—

 
—

 
(23
)
 
—

Subtotal
1

 
—

 
(23
)
 
—

Other comprehensive income (loss)
45

 
—

 
25

 
5

Purchases
171

 
—

 
—

 
195

Sales
(67
)
 
—

 
(35
)
 
(3
)
Transfers into Level 3 (1)
18

 
—

 
—

 
6

Transfers out of Level 3 (1)
—

 
—

 
—

 
—

Balance, March 31, 2017
$
1,025

 
$
42

 
$
340

 
$
323



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AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 
Redeemable
Preferred
Stock
 
Other
Equity
Investments (2)
 
GMIB
Reinsurance
Contract Asset
 
Separate
Accounts
Assets
 
GMxB derivative features liability
 
Contingent
Payment
Arrangement
 
(in millions)
Balance, January 1, 2018
$
1

 
$
99

 
$
1,894

 
$
349

 
$
(4,358
)
 
$
(15
)
Total gains (losses), realized and unrealized, included in:
 
 
 
 
 
 
 
 
 
 
 
Income (loss) as:
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss)
—

 
—

 
—

 
—

 
—

 
—

Investment gains (losses), net
—

 
—

 
—

 
7

 
—

 
—

Net derivative gains (losses)
—

 
—

 
(159
)
 
—

 
460

 
—

Subtotal
—

 
—

 
(159
)
 
7

 
460

 
—

Other comprehensive income (loss)
—

 
1

 
—

 
—

 
—

 
—

Purchases (2)
—

 
4

 
10

 
3

 
(84
)
 
—

Sales (3)  
(1
)
 
—

 
(11
)
 
(1
)
 
5

 
—

Settlements (4)
—

 
—

 
—

 
(1
)
 
—

 
1

Activity related to consolidated VIEs
—

 
1

 
—

 
—

 
—

 
—

Transfers into Level 3 (1)
—

 
5

 
—

 
—

 
—

 
—

Transfers out of Level 3 (1)
—

 
—

 
—

 
—

 
—

 
—

Balance, March 31, 2018
$
—

 
$
110

 
$
1,734

 
$
357

 
$
(3,977
)
 
$
(14
)
Balance, January 1, 2017
$
1

 
$
88

 
$
1,735

 
$
313

 
$
(5,580
)
 
$
(25
)
Total gains (losses), realized and unrealized, included in:
 
 
 
 
 
 
 
 
 
 
 
Income (loss) as:
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss)
—

 
—

 
—

 
—

 
—

 
—

Investment gains (losses), net
—

 
(9
)
 
—

 
10

 
—

 
—

Net derivative gains (losses)
—

 
—

 
(71
)
 


 
507

 
—

Subtotal
—

 
(9
)
 
(71
)
 
10

 
507

 
—

Other comprehensive income (loss)
—

 
—

 
—

 
—

 
—

 
—

Purchases (2)
—

 
4

 
9

 
3

 
(81
)
 
—

Sales (3)  
—

 
(1
)
 
(14
)
 
(1
)
 
8

 
—

Settlements (4)
—

 


 
—

 
(1
)
 
—

 
1

Activity related to consolidated VIEs
—

 
(9
)
 
—

 
—

 
—

 
—

Transfers into Level 3 (1)
—

 
1

 
—

 
1

 
—

 
—

Transfers out of Level 3 (1)
—

 


 
—

 
—

 
—

 
—

Balance, March 31, 2017
$
1

 
$
74

 
$
1,659

 
$
325

 
$
(5,146
)
 
$
(24
)
(1)
Transfers into/out of Level 3 classification are reflected at beginning-of-period fair values.


56
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AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

(2)
For the GMIB reinsurance contract asset, and GMxB derivative features liability, represents attributed fee.
(3)
For the GMIB reinsurance contract asset, represents recoveries from reinsurers and for GMxB derivative features liability represents benefits paid.
(4)
For contingent payment arrangements, it represents payments under the arrangement.

The table below details changes in unrealized gains (losses) for the three months ended March 31, 2018 and 2017 by category for Level 3 assets and liabilities still held at March 31, 2018 and 2017 , respectively:
 
Income (Loss)
 
 
Investment
Gains
(Losses),
Net
 
Net Derivative Gains (losses)
 
OCI        
 
(in millions)
Level 3 Instruments
 
 
 
 
 
First Quarter of 2018
 
 
 
 
 
Held at March 31, 2018:
 
 
 
 
 
Change in unrealized gains (losses):
 
 
 
 
 
Fixed maturities, available-for-sale:
 
 
 
 
 
Corporate
$
—

 
$
—

 
$
(19
)
State and political subdivisions
—

 
—

 
(1
)
Asset-backed
—

 
—

 
—

Subtotal
$
—

 
$
—

 
$
(20
)
GMIB reinsurance contracts
—

 
(159
)
 
—

Separate Accounts’ assets (1)
7

 
—

 
—

GMxB derivative features’ liability
—

 
460

 
—

Total
$
7

 
$
301

 
$
(20
)
Level 3 Instruments
 
 
 
 
 
First Quarter of 2017
 
 
 
 
 
Held at March 31, 2017:
 
 
 
 
 
Change in unrealized gains (losses):
 
 
 
 
 
Fixed maturities, available-for-sale:
 
 
 
 
 
Corporate
$
—

 
$
—

 
$
45

Commercial mortgage-backed
—

 
—

 
13

Asset-backed
—

 
—

 
5

Subtotal
$
—

 
$
—

 
$
63

GMIB reinsurance contracts
—

 
(71
)
 
—

Separate Accounts’ assets (1)
10

 
—

 
—

GMxB derivative features’ liability
—

 
507

 
—

Total
$
10

 
$
436

 
$
63


(1)
There is an investment expense that offsets this investment gain (loss).

The following tables disclose quantitative information about Level 3 fair value measurements by category for assets and liabilities as of March 31, 2018 and December 31, 2017 , respectively.


57
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AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Quantitative Information about Level 3 Fair Value Measurements
March 31, 2018
 
Fair
Value
 
Valuation
Technique
 
Significant
Unobservable Input
 
Range
 
Weighted Average
 
(in millions)
 
 
Assets:
 
 
 
 
 
 
 
 
 
Investments:
 
 
 
 
 
 
 
 
 
Fixed maturities, available-for-sale:
 
 
 
 
 
 
 
 
 
Corporate
$
52

 
Matrix pricing model
 
Spread over the industry-Specific benchmark yield curve
 
0 - 565 bps
 
112 bps
 
788

 
Market comparable 
companies
 
EBITDA multiples
Discount rate
Cash flow multiples
 
6.2x - 30.7x
7.2% - 17.0%
9.0x - 17.7x
 
13x
11.3%
13.1x
Other equity investments
38

 
Discounted cash flow
 
Earnings Multiple
Discounts factor
Discount years
 
10.8x
10.0%
12
 
 
Separate Accounts’ assets
332

 
Third party appraisal
 
Capitalization Rate
Exit capitalization Rate
Discount Rate
 
4.6%
5.6%
6.6%
 
 
 
1

 
Discounted cash flow
 
Spread over U.S. Treasury curve
Discount factor
 
228 bps
4.624%
 
 
GMIB reinsurance contract asset
1,734

 
Discounted cash flow
 
Lapse Rates
Withdrawal Rates
Utilization Rates
Non-performance risk
Volatility rates - Equity
 
1% - 6.27% 0.63% -13.94% 0% - 16% 6 - 14 bps 11%-30%
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
GMIBNLG
3,715

 
Discounted cash flow
 
Non-performance risk
Lapse Rates
Withdrawal Rates
Annuitization
NLG Forfeiture Rates
Long-term equity Volatility
 
1.0%
0.8% - 26.2%
0.0% - 12.4%
0.0% - 16.0%
0.55% - 2.1%
20.0%
 
 
Assumed GMIB Reinsurance Contracts
173

 
Discounted cash flow
 
Lapse Rates
Withdrawal Rates (Age 0-85)
Withdrawal Rates (Age 86+)
Utilization Rates
Non-performance risk
Volatility rates - Equity
 
1.1% - 13.3%
0.7% - 22.2%
1.3% - 100%
0% - 30%
1.47%
11%-30%
 
 
GWBL/GMWB
121

 
Discounted cash flow
 
Lapse Rates
Withdrawal Rates
Utilization Rates
Volatility rates - Equity
 
0.5%-5.7% 0.0%-7.0% 100% after delay 11%-30%
 
 
GIB
(36
)
 
Discounted cash flow
 
Lapse Rates
Withdrawal Rates
Utilization Rates
Volatility rates - Equity
 
0.5%-5.7% 0%-8% 0% - 16% 11%-30%
 
 
GMAB
4

 
Discounted cash flow
 
Lapse Rates
Volatility rates - Equity
 
0.5%-11.0% 11%-30%
 
 


58
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AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Quantitative Information about Level 3 Fair Value Measurements
December 31, 2017
 
 
Fair
Value
 
Valuation
Technique
 
Significant
Unobservable Input
 
Range
 
Weighted Average
 
 
(in millions)
 
 
Assets:
 
 
 
 
 
 
 
 
 
 
Investments:
 
 
 
 
 
 
 
 
 
 
Fixed maturities, available-for-sale:
 
 
 
 
 
 
 
 
 
 
Corporate
 
$
53

 
Matrix pricing model
 
Spread over the industry-specific benchmark yield curve
 
0 bps-565 bps
 
125 bps
 
 
789

 
Market comparable companies
 
EBITDA multiples
Discount Rate
Cash flow Multiples
 
5.3x-27.9x
7.2% - 17.0%
9.0x - 17.7x
 
12.9x
11.1%
13.1x
Other equity investments
 
38

 
Discounted cash flow
 
Earnings Multiple
Discounts factor
Discount years
 
10.8x 10.0% 12
 
 
Separate Accounts’ assets
 
326

 
Third party appraisal
 
Capitalization Rate
Exit capitalization Rate
Discount Rate
 
4.6% 5.6% 6.6%
 
 
 
 
1

 
Discounted cash flow
 
Spread over U.S. Treasury curve
Discount factor
 
243 bps 4.409%
 
 
GMIB reinsurance contract asset
 
1,894

 
Discounted Cash flow
 
Lapse Rates
Withdrawal Rates
Utilization Rates
Non-performance risk
Volatility rates - Equity
 
1.0% - 6.3% 0.0% - 8.0% 0.0% - 16.0% 5bps - 10bps 9.9% - 30.9%
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
GMIBNLG
 
4,056

 
Discounted cash flow
 
Non-performance risk
Lapse Rates
Withdrawal Rates
Utilization Rates
NLG Forfeiture Rates
Long -term Equity Volatility
 
1.0% 0.8% - 26.2% 0.0% - 12.4% 0.0% - 16.0% 0.55% - 2.1% 20.0%
 
 
Assumed GMIB Reinsurance Contracts
 
194

 
Discounted cash flow
 
Lapse Rates
Withdrawal Rates (Age 0-85)
Withdrawal Rates (Age 86+)
Utilization Rates
Non-performance risk
Volatility rates - Equity
 
1.1% - 13.3% 0.7% - 22.2% 1.3% - 100%
0 - 30% 1.3% 9.9% - 30.9%
 
 
GWBL/GMWB
 
130

 
Discounted cash flow
 
Lapse Rates
Withdrawal Rates
Utilization Rates
Volatility rates - Equity
 
0.9% - 5.7% 0.0% - 7.0% 100% after delay 9.9% - 30.9%
 
 
GIB
 
(27
)
 
Discounted cash flow
 
Lapse Rates
Withdrawal Rates
Utilization Rates
Volatility rates - Equity
 
0.9% - 5.7% 0.0% - 7.0% 0.0% - 16.0% 9.9% - 30.9%
 
 
GMAB
 
5

 
Discounted cash flow
 
Lapse Rates
Volatility rates - Equity
 
0.5% - 11.0% 9.9% - 30.9%
 
 


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AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Excluded from the tables above at March 31, 2018 and December 31, 2017 , respectively, are approximately $1,087 million and $948 million of Level 3 fair value measurements of investments for which the underlying quantitative inputs are not developed by the Company and are not readily available. The fair value measurements of these Level 3 investments comprise approximately 47.3 % and 44.0% of total assets classified as Level 3 and represent only 0.6 % and 0.5% of total assets measured at fair value on a recurring basis at March 31, 2018 and December 31, 2017 , respectively. These investments primarily consist of certain privately placed debt securities with limited trading activity, including residential mortgage- and asset-backed instruments, and their fair values generally reflect unadjusted prices obtained from independent valuation service providers and indicative, non-binding quotes obtained from third-party broker-dealers recognized as market participants. Significant increases or decreases in the fair value amounts received from these pricing sources may result in the Company’s reporting significantly higher or lower fair value measurements for these Level 3 investments.
Included in the tables above at March 31, 2018 and December 31, 2017 , respectively, are approximately $840 million and $842 million fair value of loans classified as Level 3. The fair value of private placement securities is determined by application of a matrix pricing model or a market comparable company value technique, representing approximately 67.0% and 73.2% of the total fair value of Level 3 securities in the corporate fixed maturities asset class. The significant unobservable input to the matrix pricing model valuation technique is the spread over the industry-specific benchmark yield curve. Generally, an increase or decrease in spreads would lead to directionally inverse movement in the fair value measurements of these securities. The significant unobservable input to the market comparable company valuation technique is the discount rate. Generally, a significant increase (decrease) in the discount rate would result in significantly lower (higher) fair value measurements of these securities.
Residential mortgage-backed securities classified as Level 3 primarily consist of non-agency paper with low trading activity. Included in the tables above at March 31, 2018 and December 31, 2017 , there were no Level 3 securities that were determined by application of a matrix pricing model and for which the spread over the U.S. Treasury curve is the most significant unobservable input to the pricing result. Generally, a change in spreads would lead to directionally inverse movement in the fair value measurements of these securities.
Asset-backed securities classified as Level 3 primarily consist of non-agency mortgage loan trust certificates, including subprime and Alt-A paper, credit tenant loans, and equipment financings. Included in the tables above at March 31, 2018 and December 31, 2017 , there were no securities that were determined by the application of matrix-pricing for which the spread over the U.S. Treasury curve is the most significant unobservable input to the pricing result. Significant increases (decreases) in spreads would result in significantly lower (higher) fair value measurements.
Included in other equity investments classified as Level 3 are reporting entities’ venture capital securities in the Technology, Media and Telecommunications industries. The fair value measurements of these securities include significant unobservable inputs including an enterprise value to revenue multiples and a discount rate to account for liquidity and various risk factors. Significant increases (decreases) in the enterprise value to revenue multiple inputs in isolation would result in a significantly higher (lower) fair value measurement. Significant increases (decreases) in the discount rate would result in a significantly lower (higher) fair value measurement.
Separate Account assets classified as Level 3 in the table at March 31, 2018 and December 31, 2017 , primarily consist of a private real estate fund with a fair value of approximately $332 million and $326 million and mortgage loans with fair value of approximately $1 million and $1 million , respectively. A third party appraisal valuation technique is used to measure the fair value of the private real estate investment fund, including consideration of observable replacement cost and sales comparisons for the underlying commercial properties, as well as the results from applying a discounted cash flow approach. Significant increase (decrease) in isolation in the capitalization rate and exit capitalization rate assumptions used in the discounted cash flow approach to the appraisal value would result in a higher (lower) measure of fair value. With respect to the fair value measurement of mortgage loans a discounted cash flow approach is applied, a significant increase (decrease) in the assumed spread over U.S. Treasury securities would produce a lower (higher) fair value measurement. Changes in the discount rate or factor used in the valuation techniques to determine the fair values of these private equity investments and mortgage loans generally are not correlated to changes in the other significant unobservable inputs. Significant increase (decrease) in isolation in the discount rate or factor would result in significantly lower (higher) fair value measurements. The remaining Separate Account investments classified as Level


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AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

3 excluded from the table consist of mortgage- and asset-backed securities with fair values of approximately $ 15 million and $ 9 million at March 31, 2018 and $14 million and $8 million at December 31, 2017 , respectively. These fair value measurements are determined using substantially the same valuation techniques as earlier described above for the Company’s General Account investments in these securities.
Significant unobservable inputs with respect to the fair value measurement of the Level 3 GMIB reinsurance contract asset and the Level 3 liabilities identified in the table above are developed using the Company data. Validations of unobservable inputs are performed to the extent the Company has experience. When an input is changed the model is updated and the results of each step of the model are analyzed for reasonableness.
The significant unobservable inputs used in the fair value measurement of the Company’s GMIB reinsurance contract asset are lapse rates, withdrawal rates and GMIB utilization rates. Significant increases in GMIB utilization rates or decreases in lapse or withdrawal rates in isolation would tend to increase the GMIB reinsurance contract asset.
Fair value measurement of the GMIB reinsurance contract asset and liabilities includes dynamic lapse and GMIB utilization assumptions whereby projected contractual lapses and GMIB utilization reflect the projected net amount of risks of the contract. As the net amount of risk of a contract increases, the assumed lapse rate decreases and the GMIB utilization increases. Increases in volatility would increase the asset and liabilities.
The significant unobservable inputs used in the fair value measurement of the Company’s GMIBNLG liability are lapse rates, withdrawal rates, GMIB utilization rates, adjustment for Non-performance risk and NLG forfeiture rates.  NLG forfeiture rates are caused by excess withdrawals above the annual GMIB accrual rate that cause the NLG to expire.   Significant decreases in lapse rates, NLG forfeiture rates, adjustment for non-performance risk and GMIB utilization rates would tend to increase the GMIBNLG liability, while decreases in withdrawal rates and volatility rates would tend to decrease the GMIBNLG liability.
The significant unobservable inputs used in the fair value measurement of the Company’s GMWB and GWBL liability are lapse rates and withdrawal rates. Significant increases in withdrawal rates or decreases in lapse rates in isolation would tend to increase these liabilities. Increases in volatility would increase these liabilities.
During 2017, AB made the final contingent consideration payment relating to its 2014 acquisition and recorded a change in estimate and wrote off the remaining contingent consideration payable relating to its 2010 acquisition. As of March 31, 2018 and December 31, 2017, one acquisition-related contingent consideration liability of $11 million remains relating to AB’s 2016 acquisition, which was valued using a revenue growth rate of 31.0% and a discount rate ranging from 1.4% to 2.3% .
The MLOA contingent payment arrangements associated with the Renewal Rights Agreement (with a fair value of $3 million as of March 31, 2018 is measured using projected premiums from these policies, net of potential surrenders and terminations, and applying a risk-adjusted discount factor ( 7% at March 31, 2018) to the resulting cash flows.


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AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The carrying values and fair values at March 31, 2018 and December 31, 2017 for financial instruments not otherwise disclosed in Note 3 are presented in the table below. Certain financial instruments are exempt from the requirements for fair value disclosure, such as insurance liabilities other than financial guarantees and investment contracts, limited partnerships accounted for under the equity method and pension and other postretirement obligations.
 
Carrying Value
 
Fair Value
 
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(in millions)
March 31, 2018:
 
 
 
 
 
 
 
 
Mortgage loans on real estate
$
11,333

 
$
—

 
$
—

 
$
11,128

 
$
11,128

Loans to affiliates
885

 
—

 
885

 
—

 
885

Policyholders’ liabilities: Investment contracts
2,222

 
—

 
—

 
2,283

 
2,283

FHLBNY Funding Agreements
3,014

 
—

 
2,962

 
—

 
2,962

Short term and long-term debt
2,373

 
—

 
2,449

 
—

 
2,449

Loans from affiliates
2,530

 
—

 
2,530

 
—

 
2,530

Policy loans
3,776

 
—

 
—

 
4,330

 
4,330

Separate Account Liabilities
7,647

 
—

 
—

 
7,647

 
7,647

December 31, 2017:
 
 
 
 
 
 
 
 
 
Mortgage loans on real estate
$
10,952

 
$
—

 
$
—

 
$
10,912

 
$
10,912

Loans to affiliates
1,230

 
—

 
1,230

 
—

 
1,230

Policyholders’ liabilities: Investment contracts
2,224

 
—

 
—

 
2,329

 
2,329

FHLBNY Funding Agreements
3,014

 
—

 
3,020

 
—

 
3,020

Short term and long-term debt
2,408

 
—

 
2,500

 
—

 
2,500

Loans from affiliates
3,622

 
—

 
3,622

 
—

 
3,622

Policy loans
3,819

 
—

 
—

 
4,754

 
4,754

Separate Account Liabilities
7,537

 
—

 
—

 
7,537

 
7,537

Fair values for commercial and agricultural mortgage loans on real estate are measured by discounting future contractual cash flows to be received on the mortgage loan using interest rates at which loans with similar characteristics and credit quality would be made. The discount rate is derived from taking the appropriate U.S. Treasury rate with a like term to the remaining term of the loan and adding a spread reflective of the risk premium associated with the specific loan. Fair values for mortgage loans anticipated to be foreclosed and problem mortgage loans are limited to the fair value of the underlying collateral, if lower.
Fair values for the Company’s long-term debt related to real estate joint ventures are determined by a third party appraisal and assessed for reasonableness. The Company’s short-term debt primarily includes commercial paper with short term maturities and book value approximates fair value. The fair values of the Company’s borrowing and lending arrangements with AXA affiliated entities are determined in the same manner as for such transactions with third parties, including matrix pricing models for debt securities and discounted cash flow analysis for mortgage loans.
The fair value of policy loans is calculated by discounting expected cash flows based upon the U.S. treasury yield curve and historical loan repayment patterns.
Fair values for FHLBNY funding agreements are determined from a matrix pricing model and are internally assessed for reasonableness. The matrix pricing model for FHLBNY funding agreements utilizes an independently sourced U.S. Treasury curve which is separately sourced from the Barclays’ suite of curves.


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AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The fair values for the Company’s association plans contracts, supplementary contracts not involving life contingencies (“SCNILC”), deferred annuities and certain annuities, which are included in Policyholders’ account balances and liabilities for investment contracts with fund investments in Separate Accounts are estimated using projected cash flows discounted at rates reflecting current market rates. Significant unobservable inputs reflected in the cash flows include lapse rates and withdrawal rates. Incremental adjustments may be made to the fair value to reflect non-performance risk. Certain other products such as Access Accounts and Escrow Shield Plus product reserves are held at book value.

8)     REVENUE RECOGNITION
See Note 2 , Significant Accounting Policies, Revenue Recognition, for descriptions of revenues presented in the table below and subject to contracts with customers determined to be in-scope of the new guidance.
The table below presents the revenues recognized during the three months ended March 31, 2018 and 2017 , disaggregated by category:
 
Three Months Ended March 31,
 
2018
 
2017
 
(in millions)
Investment management, advisory and service fees:
 
 
 
Base fees
$
724

 
$
643

Performance-based fees
6

 
6

Research services
114

 
113

Distribution services
180

 
166

Other revenues:
 
 
 
Shareholder services
20

 
18

Other
6

 
4

Total investment management and service fees
$
1,050

 
$
950

 
 
 
 
Other income
$
112

 
$
101


9)     EMPLOYEE BENEFIT PLANS
AXA Financial and AXA Equitable Life Plans
AXA Equitable Life sponsors the AXA Equitable 401(k) Plan, a qualified defined contribution plan for eligible employees and financial professionals. The plan provides for both a company contribution and a discretionary profit-sharing contribution. Expenses associated with this 401(k) Plan were $9 million and $7 million in the three months ended March 31, 2018 and 2017 , respectively.
AXA Financial sponsors the MONY Life Retirement Income Security Plan for Employees and AXA Equitable Life sponsors the AXA Equitable Retirement Plan (the “AXA Equitable Life QP”), both of which are frozen qualified defined benefit plans covering eligible employees and financial professionals. These pension plans are non-contributory and their benefits are generally based on a cash balance formula and/or, for certain participants, years of service and average


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earnings over a specified period in the plans. AXA Financial and AXA Equitable Life also sponsor certain nonqualified defined benefit plans.
On March 13, 2018, the Company signed a binding agreement with a third party insurer to purchase two single premium, non-participating group annuity contracts with the intent of settling certain retiree liabilities under the MONY Life Retirement Income Security Plan for Employees and the AXA Equitable QP.  Payment of the preliminary contribution amounts for the group annuity contracts was funded from plan assets on March 20, 2018, securing the third party insurer’s irrevocable assumption of certain benefits obligations and commitment to issue the group annuity contracts.  The annuity purchase transaction and consequent transfer of approximately $254 million of the plans’ obligations to retirees or 10% of the aggregate pension benefit obligations resulted in a partial settlement of the plans. Following remeasurement of the plans’ assets and obligations on March 20, 2018, as required in the event of an accounting settlement, the Company recognized a pre-tax settlement loss of approximately $100 million , largely attributable to recognition of a pro-rata portion of the plans’ unamortized net actuarial losses accumulated in other comprehensive income.
AB
AB maintains the Profit Sharing Plan for Employees of AB, a tax-qualified retirement plan for U.S. employees. Employer contributions under this plan are discretionary and generally are limited to the amount deductible for Federal income tax purposes.
AB also maintains a qualified, non-contributory, defined benefit retirement plan covering current and former employees who were employed by AB in the United States prior to October 2, 2000 (the “AB Plan”). Benefits under the AB Plan are based on years of credited service and average final base salary. Service and compensation after December 31, 2008 are not taken into account in determining participants’ retirement benefits.
In the three months ended March 31, 2018 , a $5 million cash contribution was made by AB to the AB Plan. Based on the funded status of the AB plan at March 31, 2018 , no minimum contribution is required to be made in 2018 under ERISA, as amended by the Pension Act, but management is currently evaluating if it will make contributions for the remainder of 2018 .
Funding Policy
The Company’s funding policy for its qualified pension plans is to satisfy its funding obligations each year in an amount not less than the minimum required by the ERISA, as amended by the Pension Act, and not greater than the maximum it can deduct for Federal income tax purposes.


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Components of certain benefit costs for the Company were as follows:

Three Months Ended March 31,
 
2018
 
2017
 
(in millions)
Net Periodic Pension Expense:
 
 
 
(Qualified and Non-qualified Plans)
 
 
 
Service cost
$
2

 
$
3

Interest cost
25

 
26

Expected return on assets
(45
)
 
(43
)
Net amortization
29

 
32

Partial settlement
100

 
—

Total
$
111

 
$
18

Net Postretirement Benefits Costs:
 
 
 
Service cost
$
—

 
$
—

Interest cost
4

 
4

Net amortization
2

 
2

Total
$
6

 
$
6

Net Postemployment Benefits Costs:
 
 
 
Service cost
$
1

 
$
1

Interest cost
—

 
—

Net amortization
—

 
—

Total
$
1

 
$
1


10)     SHARE-BASED COMPENSATION PROGRAMS
AXA and the Company sponsor various share-based compensation plans for eligible employees, financial professionals and non-officer directors of Holdings and its subsidiaries. AB also sponsors its own equity compensation plan for certain of its employees.
Compensation costs for the three months ended March 31, 2018 and 2017 for share-based payment arrangements as further described herein are as follows:
 
Three Months Ended
March 31,
 
2018
 
2017
 
(in thousands)
Performance Shares
$
55

 
$
5,710

Stock Options (Other than AB stock options)
114

 
19

Restricted Awards
12,484

 
7,693

Other compensation plans (1)
(904
)
 
293

Total Compensation Expenses
$
11,749

 
$
13,715

 
(1)
Other compensation plans include Restricted Stock and Stock Appreciation Rights.


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AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Performance Shares
Settlement of second tranche of the 2014 Grant in 2018. On March 26, 2018, share distributions totaling approximately $21 million were made to active and former employees of in settlement of 0.8 million P erformance Shares earned under the terms of the AXA Performance Share Plan 2014 . On April 6, 2018, cash distributions of approximately $6 million were made to active and former financial professionals in settlement of 0.2 million Performance Units earned under the terms of the AXA Advisor Performance Unit Plan 2014 .
AB Long-term Incentive Compensation Plans. During the three months ended March 31, 2018 and 2017 , respectively , AB purchased 0.1 million and 1.3 million units representing assignments of beneficial ownership of limited partnership interests in AB Holding (“AB Holding Units”) for $2 million and $31 million , respectively (on a trade date basis). There were no open-market purchases during the three months ended March 31, 2018 . The three months ended March 31, 2017 amount reflects open-market purchases of 1.2 million AB Holding Units for $28 million , with the remainder relating to purchases of AB Holding Units from employees to allow them to fulfill statutory tax withholding requirements at the time of distribution of long-term incentive compensation awards.
During the three months ended March 31, 2018 and 2017 , AB granted to employees and eligible Directors 1.1 million and 1.1 million restricted Holding awards, respectively. In the three months ended March 31, 2018 and 2017 , AB used AB Holding Units repurchased during the period and newly issued AB Holding Units to fund the restricted AB Holding Unit awards.
During the three months ended March 31, 2018 and 2017 , AB Holding issued 0.2 million and 0.3 million , respectively, upon exercise of options to buy AB Holding Units. AB Holding used the proceeds of $4 million and $5 million , respectively, received from employees as payment in cash for the exercise price to purchase the equivalent number of newly-issued AB Units.

11)     INCOME TAXES
Income tax expense for the three months ended March 31, 2018 and 2017 was computed using an estimated annual effective tax rate (“ETR”). The estimated ETR is revised, as necessary, at the end of successive interim reporting periods.
The Company adopted revised goodwill impairment guidance in the first quarter of 2017. Income tax expense for the three months ended March 31, 2017 includes an expense of $129 million related to the impairment of non-deductible goodwill.

12)     RELATED PARTY TRANSACTIONS
The Company participates in certain cost sharing and service agreements with AXA and other non-consolidated affiliates, including technology, professional development and investment management agreements. The costs related to the cost sharing and service agreements are allocated based on methods that management believes are reasonable, including a review of the nature of such costs and the activities performed to support each company. There have been no material changes in these service agreements from those disclosed in the 2017 annual financial statements.
In October 2012, AXA Financial issued a note denominated in Euros in the amount of €300 million or $391 million to AXA Belgium S.A. (“AXA Belgium”). This note had an interest rate of Europe Interbank Offered Rate (“EURIBOR”) plus 1.15% and a maturity date of October 23, 2017. Concurrently, AXA Financial entered into a swap with AXA covering the exchange rate on both the interest and principal payments related to this note. The interest rate on the swap was 6-month LIBOR plus 1.475% . In October 2017, the note was extended to March 30, 2018. The extended note has a floating interest rate of 1-month EURIBOR plus 0.06% with a minimum rate of 0% . Concurrently, AXA Financial entered into a swap with AXA covering the exchange rate on both the interest and principal payments related to the extended note until March 30, 2018. Both the loan and the swap were repaid on March 29, 2018.
In 2017, Holdings repaid a $56 million 1.39% loan from AXA America Corporate Solutions, Inc. (“AXA CS”) originally made in 2015. In 2017, Holdings received a $100 million and $10 million loan from AXA CS. The loans had interest rates of 1.86% and 1.76% , respectively, and were repaid on their maturity date of February 5, 2018.
Holdings formerly held 78.99% of the shares of AXA CS, which holds certain AXA U.S. P&C business. AXA CS and its subsidiaries have been excluded from the historical Consolidated Financial Statements since they were operated independently from the other Holdings subsidiaries. In March 2018, the legal transfer of the AXA CS shares to AXA was executed for $630 million , and is presented as an increase to Total equity attributable to Holdings. To anticipate this transfer, in the fourth quarter of 2017, AXA made a short-term loan of $622 million , 3-month LIBOR plus 0.439%


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AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

margin to Holdings (the “ $622 Million Loan”). Holdings’ repayment obligation to AXA in respect of this loan was set off against AXA’s payment obligation to Holdings with respect to the transfer of AXA CS shares, and AXA paid Holdings the $8 million balance in cash.
In September 2007, AXA received a $700 million 5.40% Senior Unsecured Note from AXA Equitable. The note pays interest semi-annually and was scheduled to mature on September 30, 2012. In March 2011, the maturity date of the note was extended to December 30, 2020 and the interest rate was increased to 5.70% . In January 2018, AXA pre-paid $50 million of the $700 million note.
In December 2008, AXA received a $500 million term loan from AXA Financial. In December 2014, AXA repaid $300 million on this term loan to AXA Financial plus accrued interest. This term loan has an interest rate of 5.40% payable semi-annually with a maturity date of December 15, 2020. In January 2018, AXA pre-paid $150 million of the $500 million term loan.
In December 2013, Colisée Re issued a $145 million 4.75% Senior Unsecured Note to Holdings. The loan was scheduled to mature on December 19, 2028. This loan was repaid on March 26, 2018.
In March 2018, AXA Equitable Life sold its interest in two consolidated real estate joint ventures to AXA France for a total purchase price of approximately $143 million , which resulted in a pre-tax loss of $0.2 million and the reduction of $203 million of long-term debt on the Company’s balance sheet for the first quarter of 2018.
In March 2018, AXA contributed the 0.5% noncontrolling interest in AXA Financial to Holdings, reflected as a $66 million capital contribution, resulting in AXA Financial being 100% owned by Holdings.

13)     ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
AOCI represents cumulative gains (losses) on items that are not reflected in Net income (loss). The balances as of March 31, 2018 and 2017 follow:
 
March 31,
 
2018
 
2017
 
(in millions)
Unrealized gains (losses) on investments
$
(130
)
 
$
244

Foreign currency translation adjustments
(40
)
 
(69
)
Defined benefit pension plans
(822
)
 
(1,030
)
Total accumulated other comprehensive income (loss)
(992
)
 
(855
)
Less: Accumulated other comprehensive (income) loss attributable to noncontrolling interest
46

 
64

Accumulated other comprehensive income (loss) attributable to Holdings
$
(946
)
 
$
(791
)



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AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The components of OCI, net of taxes for the three months ended March 31, 2018 and 2017 follow:
 
Three Months Ended March 31,
 
2018
 
2017
 
(in millions)
Foreign currency translation adjustments:
 
 
 
Foreign currency translation gains (losses) arising during the period
$
(5
)
 
$
8

(Gains) losses reclassified into net income (loss) during the period
—

 
—

Foreign currency translation adjustment
(5
)
 
8

Net unrealized gains (losses) on investments:
 
 
 
Net unrealized gains (losses) arising during the period
(86
)
 
155

(Gains) losses reclassified into net income (loss) during the period (1)
(1,223
)
 
(23
)
Net unrealized gains (losses) on investments
(1,309
)
 
132

Adjustments for policyholders’ liabilities, DAC, insurance liability loss recognition and other
349

 
(28
)
Change in unrealized gains (losses), net of adjustments (net of deferred income tax expense (benefit) of $(255) and $56)
(960
)
 
104

Change in defined benefit plans:
 
 
 
Less: reclassification adjustments to net income (loss) for:
 
 
 
Amortization of net actuarial (gains) losses included in:
 
 
 
Amortization of net prior service cost included in net periodic cost
133

 
25

Change in defined benefit plans (net of deferred income tax expense (benefit) of $35 and $12)
133

 
25

Total other comprehensive income (loss), net of income taxes
(832
)
 
137

Less: Other comprehensive (income) loss attributable to noncontrolling interest
(6
)
 
(7
)
Other comprehensive income (loss) attributable to Holdings
$
(838
)
 
$
130

(1)
See “Reclassification adjustments” in Note 3 . Reclassification amounts presented net of income tax expense (benefit) of $(325) million and $(13) million , for the three months ended March 31, 2018 and 2017 , respectively.

Investment gains and losses reclassified from AOCI to net income (loss) primarily consist of realized gains (losses) on sales and OTTI of AFS securities and are included in Total investment gains (losses), net on the consolidated statements of income (loss). Amounts reclassified from AOCI to net income (loss) as related to defined benefit plans primarily consist of amortizations of net (gains) losses and net prior service cost (credit) recognized as a component of net periodic cost and reported in Compensation and benefit expenses in the consolidated statements of income (loss). Amounts presented in the table above are net of tax.

14)     COMMITMENTS AND CONTINGENT LIABILITIES
Litigation
Litigation, regulatory and other loss contingencies arise in the ordinary course of the Company’s activities as a diversified financial services firm. The Company is a defendant in a number of litigation matters arising from the conduct of its business. In some of these matters, claimants seek to recover very large or indeterminate amounts, including compensatory, punitive, treble and exemplary damages. Modern pleading practice in the U.S. permits considerable


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AXA EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

variation in the assertion of monetary damages and other relief. Claimants are not always required to specify the monetary damages they seek or they may be required only to state an amount sufficient to meet a court’s jurisdictional requirements. Moreover, some jurisdictions allow claimants to allege monetary damages that far exceed any reasonably possible verdict. The variability in pleading requirements and past experience demonstrates that the monetary and other relief that may be requested in a lawsuit or claim often bears little relevance to the merits or potential value of a claim. Litigation against the Company includes a variety of claims including, among other things, insurers’ sales practices, alleged agent misconduct, alleged failure to properly supervise agents, contract administration, product design, features and accompanying disclosure, cost of insurance increases, the use of captive reinsurers, payments of death benefits and the reporting and escheatment of unclaimed property, alleged breach of fiduciary duties, alleged mismanagement of client funds and other matters.
As with other financial services companies, the Company periodically receives informal and formal requests for information from various state and federal governmental agencies and self-regulatory organizations in connection with inquiries and investigations of the products and practices of the Company or the financial services industry. It is the practice of the Company to cooperate fully in these matters.
The outcome of a litigation or regulatory matter is difficult to predict and the amount or range of potential losses associated with these or other loss contingencies requires significant management judgment. It is not possible to predict the ultimate outcome or to provide reasonably possible losses or ranges of losses for all pending regulatory matters, litigation and other loss contingencies. While it is possible that an adverse outcome in certain cases could have a material adverse effect upon the Company’s financial position, based on information currently known, management believes that neither the outcome of pending litigation and regulatory matters, nor potential liabilities associated with other loss contingencies, are likely to have such an effect. However, given the large and indeterminate amounts sought in certain litigation and the inherent unpredictability of all such matters, it is possible that an adverse outcome in certain of the Company’s litigation or regulatory matters, or liabilities arising from other loss contingencies, could, from time to time, have a material adverse effect upon the Company’s results of operations or cash flows in a particular quarterly or annual period.
For some matters, the Company is able to estimate a possible range of loss. For such matters in which a loss is probable, an accrual has been made. For matters where the Company, however, believes a loss is reasonably possible, but not probable, no accrual is required. For matters for which an accrual has been made, but there remains a reasonably possible range of loss in excess of the amounts accrued or for matters where no accrual is required, the Company develops an estimate of the unaccrued amounts of the reasonably possible range of losses. As of March 31, 2018 , the Company estimates the aggregate range of reasonably possible losses, in excess of any amounts accrued for these matters as of such date, to be up to approximately $90 million .
For other matters, the Company is currently not able to estimate the reasonably possible loss or range of loss. The Company is often unable to estimate the possible loss or range of loss until developments in such matters have provided sufficient information to support an assessment of the range of possible loss, such as quantification of a damage demand from plaintiffs, discovery from plaintiffs and other parties, investigation of factual allegations, rulings by a court on motions or appeals, analysis by experts and the progress of settlement discussions. On a quarterly and annual basis, the Company reviews relevant information with respect to litigation and regulatory contingencies and updates the Company’s accruals, disclosures and reasonably possible losses or ranges of loss based on such reviews.
In July 2011, a derivative action was filed in the United States District Court for the District of New Jersey entitled Mary Ann Sivolella v. AXA Equitable Life Insurance Company and AXA Equitable Funds Management Group, LLC (“Sivolella Litigation”) and a substantially similar action was filed in January 2013 entitled Sanford et al. v. AXA Equitable FMG (“Sanford Litigation”). These lawsuits were filed on behalf of a total of twelve mutual funds and, among other things, seek recovery under (i) Section 36(b) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), for alleged excessive fees paid to AXA Equitable Life and AXA Equitable FMG for investment management services and administrative services and (ii) a variety of other theories including unjust enrichment. The Sivolella Litigation and the Sanford Litigation were consolidated and a 25 -day trial commenced in January 2016 and concluded in February 2016. In August 2016, the District Court issued its decision in favor of AXA Equitable Life and AXA Equitable FMG, finding that the plaintiffs had failed to meet their burden to demonstrate that


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

AXA Equitable Life and AXA Equitable FMG breached their fiduciary duty in violation of Section 36(b) of the Investment Company Act or show any actual damages. In September 2016, the plaintiffs filed a motion to amend the District Court’s trial opinion and to amend or make new findings of fact and/or conclusions of law. In December 2016, the District Court issued an order denying the motion to amend and plaintiffs filed a notice to appeal the District Court’s decision to the U.S. Court of Appeals for the Third Circuit. We are vigorously defending this matter.
In April 2014, a lawsuit was filed in the United States District Court for the Southern District of New York, now entitled Ross v. AXA Equitable Life Insurance Company. The lawsuit is a putative class action on behalf of all persons and entities that, between 2011 and March 11, 2014, directly or indirectly, purchased, renewed or paid premiums on life insurance policies issued by AXA Equitable Life (the “Policies”). The complaint alleges that AXA Equitable Life did not disclose in its New York statutory annual statements or elsewhere that the collateral for certain reinsurance transactions with affiliated reinsurance companies was supported by parental guarantees, an omission that allegedly caused AXA Equitable Life to misrepresent its “financial condition” and “legal reserve system.” The lawsuit seeks recovery under Section 4226 of the New York Insurance Law of all premiums paid by the class for the Policies during the relevant period. In July 2015, the Court granted AXA Equitable Life’s motion to dismiss for lack of subject matter jurisdiction. In April 2015, a second action in the United States District Court for the Southern District of New York was filed on behalf of a putative class of variable annuity holders with “Guaranteed Benefits Insurance Riders,” entitled Calvin W. Yarbrough, on behalf of himself and all others similarly situated v. AXA Equitable Life Insurance Company. The new action covers the same class period, makes substantially the same allegations, and seeks the same relief as the Ross action. In October 2015, the Court, on its own, dismissed the Yarbrough litigation on similar grounds as the Ross litigation. In December 2015, the Second Circuit denied the plaintiffs motion to consolidate their appeals but ordered that the appeals be heard together before a single panel of judges. In February 2017, the Second Circuit affirmed the decisions of the district court in favor of AXA Equitable Life, and that decision is now final because the plaintiffs failed to file a further appeal.
In November 2014, a lawsuit was filed in the Superior Court of New Jersey, Camden County entitled Arlene Shuster, on behalf of herself and all others similarly situated v. AXA Equitable Life Insurance Company. This lawsuit is a putative class action on behalf of all AXA Equitable Life variable life insurance policyholders who allocated funds from their policy accounts to investments in AXA Equitable Life’s Separate Accounts, which were subsequently subjected to the volatility management strategy and who suffered injury as a result thereof. The action asserts that AXA Equitable Life breached its variable life insurance contracts by implementing the volatility management strategy. In February 2016, the Court dismissed the complaint. In March 2016, the plaintiff filed a notice of appeal. In April 2018, the Superior Court of New Jersey Appellate Division affirmed the trial court’s decision. In August 2015, another lawsuit was filed in Connecticut Superior Court, Judicial Division of New Haven entitled Richard T. O’Donnell, on behalf of himself and all others similarly situated v. AXA Equitable Life Insurance Company. This lawsuit is a putative class action on behalf of all persons who purchased variable annuities from AXA Equitable Life, which were subsequently subjected to the volatility management strategy and who suffered injury as a result thereof. Plaintiff asserts a claim for breach of contract alleging that AXA Equitable Life implemented the volatility management strategy in violation of applicable law. In November 2015, the Connecticut Federal District Court transferred this action to the United States District Court for the Southern District of New York. In March 2017, the Southern District of New York granted AXA Equitable Life’s motion to dismiss the complaint. In April 2017, the plaintiff filed a notice of appeal. In April 2018, the United States Court of Appeals for the Second Circuit reversed the trial court’s decision with instructions to remand the case to Connecticut state court. We are vigorously defending these matters.
In February 2016, a lawsuit was filed in the United States District Court for the Southern District of New York entitled Brach Family Foundation, Inc. v. AXA Equitable Life Insurance Company. This lawsuit is a putative class action brought on behalf of all owners of universal life UL policies subject to AXA Equitable Life’s COI increase. In early 2016, AXA Equitable Life raised COI rates for certain UL policies issued between 2004 and 2007, which had both issue ages 70 and above and a current face value amount of $1 million and above. In March 2018, plaintiff amended its complaint to add two new plaintiffs, including the individual Malcolm Currie. The current complaint alleges the following claims: breach of contract; misrepresentations by AXA in violation of Section 4226 of the New York Insurance Law; violations of New York General Business Law Section 349; violations of the California Unfair Competition Law, and the California Elder Abuse Statute. Plaintiffs seek (a) compensatory damages, costs, and, pre- and post-judgment interest, (b) with


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

respect to their claim concerning Section 4226, a penalty in the amount of premiums paid by the plaintiffs and the putative class, and (c) injunctive relief and attorneys’ fees in connection with their statutory claims. Seven individual actions challenging the COI increase are also pending against AXA Equitable Life in federal or state courts. They contain similar allegations as those in Brach as well as additional allegations for violations of various states’ consumer protection statutes and common law fraud. Pursuant to an October 2017 order, the putative class action and the four individual federal actions are consolidated for the purposes of coordinating pre-trial activities. We are in various stages of motion practice, and are vigorously defending each of these matters.
Restructuring
The restructuring costs and liabilities associated with the Company’s initiatives were as follows:
 
Three Months Ended March 31,
 
Twelve Months Ended December 31,
 
2018
 
2017
 
(in millions)
Severance
 
 
 
Balance, beginning of year
$
23

 
$
22

Additions
7

 
17

Cash payments
(3
)
 
(14
)
Other reductions
—

 
(2
)
Balance, end of Year
$
27

 
$
23

 
Three Months Ended March 31,
 
Twelve Months Ended December 31,
 
2018
 
2017
 
(in millions)
Leases
 
 
 
Balance, beginning of year
$
165

 
$
170

Expense incurred
—

 
29

Deferred rent
2

 
10

Payments made
(11
)
 
(48
)
Interest accretion
1

 
4

Balance, end of year
$
157

 
$
165

Obligation under funding agreements
As a member of the FHLBNY, AXA Equitable Life has access to collateralized borrowings. It also may issue funding agreements to the FHLBNY. Both the collateralized borrowings and funding agreements would require AXA Equitable Life to pledge qualified mortgage-backed assets and/or government securities as collateral. AXA Equitable Life issues short-term funding agreements to the FHLBNY and uses the funds for asset liability and cash management purposes. AXA Equitable Life issues long-term funding agreements to the FHLBNY and uses the funds for spread lending purposes. For other instruments used for asset liability management purposes see “Derivative and offsetting assets and


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

liabilities” included in Note 3 . Funding agreements are reported in Policyholders’ account balances in the consolidated balance sheets.
 
Outstanding balance at end of period
 
Maturity of Outstanding balance
 
Issued during the period
 
Repaid during the period
March 31, 2018:
(in millions)
Short-term FHLBNY funding agreements
$
500

 
less than one month
 
$
1,500

 
$
1,500

Long-term FHLBNY funding agreements
1,417

 
less than 4 years
 
—

 
—

 
204

 
Less than 5 years
 
—

 
—

 
879

 
greater than five years
 
—

 
—

Total long-term funding agreements
2,500

 
 
 
—

 
—

Total FHLBNY funding agreements at March 31, 2018
$
3,000

 
 
 
$
1,500

 
$
1,500

December 31, 2017:
 
 
 
 
 
 
 
Short-term FHLBNY funding agreements
$
500

 
Less than one month
 
$
6,000

 
$
6,000

Long-term FHLBNY funding agreements
1,244

 
Less than 4 years
 
324

 
—

 
377

 
Less than 5 years
 
303

 
—

 
879

 
Greater than five years
 
135

 
—

Total long-term funding agreements
2,500

 
 
 
762

 
—

Total FHLBNY funding agreements at December 31, 2017
$
3,000

 
 
 
$
6,762

 
$
6,000

Letters of Credit
Holdings had $4,489 million of undrawn letters of credit issued in favor of third party beneficiaries, including $4,260 million at AXA Arizona RE relating to reinsurance assumed from AXA Equitable Life, USFL and MLOA at March 31, 2018.
Credit Facilities and Notes
All existing credit facilities at December 31, 2017 with AXA or guaranteed by AXA have been terminated prior to the IPO settlement. In February 2018, Holdings entered into the following credit facilities: (i) a $3.9 billion two -year senior unsecured delayed draw term loan agreement; (ii) a $500 million three -year senior unsecured delayed draw term loan agreement; and (iii) a $2.5 billion five -year senior unsecured revolving credit facility with a syndicate of banks. In addition to the credit facilities, Holdings entered into letter of credit facilities with an aggregate principal amount of approximately $1.9 billion , primarily to be used to support our life insurance business reinsured to EQ AZ Life Re following the unwind of the reinsurance provided to AXA Equitable Life by AXA RE Arizona for certain variable annuities with GMxB features (the “GMxB Unwind”). As of March 31, 2018, there were no outstanding balances on these credit facilities.
Other Commitments
The Company had $812 million (including $262 million with affiliates) and $712 million of commitments under equity financing arrangements to certain limited partnership and existing mortgage loan agreements, respectively, at March 31, 2018.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

15)     BUSINESS SEGMENT INFORMATION
The Company has four reportable segments: Individual Retirement, Group Retirement, Investment Management and Research and Protection Solutions.
The Company changed its segment presentation in the fourth quarter 2017. The segment disclosures are based on the intention to provide the users of the financial statements with a view of the business from the Company’s perspective. As a result, the Company determined that it is more useful for a user of the financial statements to assess the historical performance on the basis which management currently evaluates the business. The reportable segments are based on the nature of the business activities, as they exist as of the initial filing date.
These segments reflect the manner by which the Company’s chief operating decision maker views and manages the business. A brief description of these segments follows:
•
The Individual Retirement segment offers a diverse suite of variable annuity products which are primarily sold to affluent and high net worth individuals saving for retirement or seeking retirement income.
•
The Group Retirement segment offers tax-deferred investment and retirement plans to be sponsored by educational entities, municipalities and not-for-profit entities as well as small and medium-sized businesses.
•
The Investment Management and Research segment provides diversified investment management, research and related solutions globally to a broad range of clients through three main client channels- Institutional, Retail and Private Wealth Management-and distributes its institutional research products and solutions through Bernstein Research Services.
•
The Protection Solutions segment includes our life insurance and group employee benefits businesses. Our life insurance business offers a variety of variable universal life, universal life and term life products to help affluent and high net worth individuals, as well as small and medium-sized business owners, with their wealth protection, wealth transfer and corporate needs. Our group employee benefits business offers a suite of dental, vision, life, and short- and long-term disability and other insurance products to small and medium-size businesses across the United States.
Measurement
Operating earnings (loss) is the financial measure which primarily focuses on the Company’s segments’ results of operations as well as the underlying profitability of the Company’s core business. By excluding items that can be distortive and unpredictable such as investment gains (losses) and investment income (loss) from derivative instruments, the Company believes operating earnings (loss) by segment enhances the understanding of the Company’s underlying drivers of profitability and trends in the Company’s segments.
In the first quarter of 2018, the Company revised its Operating earnings definition as it relates to the treatment of certain elements of the profitability of its variable annuity products with indexed-linked features to align to the treatment of its variable annuity products with GMxB features. In addition, adjustments for variable annuity products with index-linked features previously included within Other adjustments in the calculation of Non-GAAP Operating Earnings are now included with the adjustments for variable annuity products with GMxB features in the broader adjustment category, Variable annuity product features. In order to improve the consistency and comparability of the financial statements, management revised the Notes to the Consolidated Financial Statements for the six months ended June 30, 2017, nine months ended September 30, 2017 and the year ended December 31, 2017 to include the revisions discussed herein. See Note 17 to the Notes to Consolidated Financial Statements for details of the revisions.
Operating earnings is calculated by adjusting each segment’s Net income (loss) attributable to Holdings for the following items:


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

•
Items related to Variable annuity product features which include certain changes in the fair value of the derivatives and other securities we use to hedge these features and changes in the fair value of the embedded derivatives of our GMxB riders reflected within Variable annuity products’ net derivative results;
•
Investment (gains) losses, which includes other-than-temporary impairments of securities, sales or disposals of securities/investments, realized capital gains/losses and valuation allowances;
•
Goodwill impairment, which includes a write-down of goodwill in first quarter of 2017.
•
Net actuarial (gains) losses, which includes actuarial gains and losses as a result of differences between actual and expected experience on pension plan assets or projected benefit obligation during a given period related to pension, other postretirement benefit obligations and one time settlement of gains and losses;
•
Other adjustments, which includes restructuring costs related to severance, lease write-offs related to non-recurring restructuring activities and separation costs; and
•
Income tax expense (benefit) related to the above items and non-recurring tax items, which includes the effect of uncertain tax positions for a given audit period, and permanent differences due to goodwill impairment and the Tax Reform Act.
Revenues derived from any customer did not exceed 10% of revenues for the three months ended March 31, 2018 and 2017 .
The table below presents operating earnings (loss) by segment and Corporate and Other and a reconciliation to Net income (loss) attributable to Holdings for the three months ended March 31, 2018 and 2017 , respectively:
 
Three Months Ended March 31,
 
2018
 
2017
 
(in millions)
Net income (loss) attributable to Holdings
$
168

 
$
(290
)
Adjustments related to:
 
 
 
Variable annuity product features
212

 
291

Investment (gains) losses
(102
)
 
24

Goodwill impairment
—

 
369

Net actuarial (gains) losses related to pension and other postretirement benefit obligations
131

 
34

Other adjustments
90

 
(21
)
Income tax expense (benefit) related to above adjustments
(63
)
 
(235
)
Non-recurring tax items
28

 
132

Non-GAAP Operating Earnings
$
464

 
$
304

Operating earnings (loss) by segment:
 
 
 
Individual Retirement
$
360

 
$
202

Group Retirement
76

 
59

Investment Management and Research
81

 
32

Protection Solutions
23

 
39

Corporate and Other (1)
(76
)
 
(28
)


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

(1)
Includes interest expense of $ 44 million and $ 31 million , for the three months ended March 31, 2018 and 2017 , respectively.

Segment revenues are a measure of the Company’s revenue by segment as adjusted to exclude certain items. The following table reconciles segment revenues to Total revenues by excluding the following items:
•
Items related to variable annuity product features, which include certain changes in the fair value of the derivatives and other securities we use to hedge these features and changes in the fair value of the embedded derivatives reflected within the net derivative results of variable annuity product features;
•
Investment gains (losses), which include other-than-temporary impairments of securities, sales or disposals of securities/investments, realized capital gains/losses, and valuation allowances; and
•
Other adjustments, which includes the impact of adoption of revenue recognition standard ASC 606.
The table below presents segment revenues for the three months ended March 31, 2018 and 2017 :
 
Three Months Ended March 31,
 
2018
 
2017
 
(in millions)
Segment revenues:
 
 
 
Individual Retirement (1)
$
729

 
$
1,019

Group Retirement (1)
238

 
227

Investment Management and Research (2)
909

 
743

Protection Solutions (1)
809

 
789

Corporate and Other (1)
288

 
340

Adjustments related to:
 
 
 
Variable annuity product features
(197
)
 
(287
)
Investment gains (losses)
102

 
(24
)
Other adjustments to segment revenues
(43
)
 
23

Total revenues
$
2,835

 
$
2,830

(1)
Includes investment expenses charged by AB of approximately $ 18 million and $ 17 million for the three months ended March 31, 2018 and 2017 , respectively, for services provided to the Company.
(2)
Inter-segment investment management and other fees of approximately $ 25 million and $ 24 million for the three months ended March 31, 2018 and 2017 , respectively, are included in total revenues of the Investment Management and Research segment.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The table below presents Total assets by segment as of March 31, 2018 and December 31, 2017 :
 
March 31,
2018
 
December 31,
2017
 
(in millions)
Total assets by segment:
 
 
 
Individual Retirement
$
103,786

 
$
121,723

Group Retirement
43,615

 
38,578

Investment Management and Research
11,809

 
8,297

Protection Solutions
51,457

 
43,116

Corporate and Other
21,627

 
23,934

Total assets
$
232,294

 
$
235,648


16)     EARNINGS PER SHARE
Basic earnings per share (“EPS”) is calculated by dividing net income (loss) attributable to Holdings common shareholders by the weighted-average number of common shares outstanding during the period. Diluted EPS is calculated by dividing the net income (loss) attributable to Holdings common shareholders adjusted for the incremental dilution from AB by the weighted-average number of common shares used in the basic EPS calculation.
The following table presents the weighted average shares used in calculating basic and diluted earnings per common share:
 
Three Months Ended March 31,
 
2018
 
2017
 
(in millions)
Weighted Average Shares:
 
 
 
Weighted average common stock outstanding for basic and diluted earnings per common share
561

 
561

The following table presents the reconciliation of the numerator for the basic and diluted net income per share calculations:
 
Three Months Ended March 31,
 
2018
 
2017
 
(in millions)
Net income (loss) attributable to Holdings common shareholders:
 
 
 
Net income (loss) attributable to Holdings common shareholders (basic)
$
168

 
$
(290
)
Less: Incremental dilution from AB (1)
—

 
1

Net income (loss) attributable to Holdings common shareholders (diluted)
$
168

 
$
(291
)
(1)
The incremental dilution from AB represents the impact of AB’s dilutive units on the Company’s diluted earnings per share and is calculated based on the Company’s proportionate ownership interest in AB.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


The following table presents both basic and diluted income (loss) per share for each period presented:
 
Three Months Ended March 31,
 
2018
 
2017
 
(dollars per share)
Net income (loss) attributable to Holdings per common share:
 
 
 
Basic
$
0.30

 
$
(0.52
)
Diluted
$
0.30

 
$
(0.52
)

1 7)      REVISION OF PRIOR PERIOD FINANCIAL STATEMENTS
During the first quarter of 2018, management identified an error in its previously issued financial statements related to a misclassification between interest credited and net derivative gains/losses. The impact of this error to the consolidated financial statements for the six months ended June 30, 2017, nine months ended September 30, 2017 and the years ended December 31, 2017 and 2016 was not considered to be material. In order to improve the consistency and comparability of the financial statements, management revised the consolidated statements of income (loss) and statements of cash flows to include the revisions discussed herein.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The following tables present line items for prior period financial statements that have been affected by the revisions. For these items, the tables detail the amounts as previously reported, the impact upon those line items due to the revisions, and the amounts as currently revised within the financial statements.
Effects of the revision to the Company’s previously reported Consolidated Statements of Income (Loss) and Cash Flows for the six months ended June 30, 2017
 
 
Six Months Ended
June 30, 2017
 
 
As Previously Reported
 
Impact of Revisions
 
As Revised
 
(in millions)
Consolidated Statement of Income (Loss):
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
Net derivative gains (losses)
 
$
528

 
$
(34
)
 
$
494

Total revenues
 
6,746

 
$
(34
)
 
6,712

Benefits and other deductions:
 
 
 
 
 
 
Interest credited to policyholders’ account balances
 
$
522

 
$
(34
)
 
$
488

Total benefits and other deductions
 
6,299

 
$
(34
)
 
6,265

 
Six Months Ended
June 30, 2017
 
As Previously Reported
 
Impact of Revisions
 
As Revised
 
(in millions)
Consolidated Statement of Cash Flows:
 
 
 
 
 
Cash flow from operating activities:
 
 
 
 
 
Interest credited to policyholders’ account balances
$
522

 
$
(34
)
 
$
488

Net derivative (gains) loss
(528
)
 
34

 
(494
)
Net cash provided by (used in) operating activities
666

 
$
—

 
666




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Effects of the revision to the Company’s previously reported Consolidated Statements of Income (Loss) and Cash Flows for the nine months ended September 30, 2017
 
 
Nine Months Ended
September 30, 2017
 
 
As Previously Reported
 
Impact of Revisions
 
As Revised
 
(in millions)
Consolidated Statement of Income (Loss):
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
Net derivative gains (losses)
 
$
172

 
$
(44
)
 
$
128

Total revenues
 
9,529

 
$
(44
)
 
9,485

Benefits and other deductions:
 
 
 
 
 
 
Interest credited to Policyholders’ account balances
 
$
787

 
$
(44
)
 
$
743

Total benefits and other deductions
 
9,070

 
$
(44
)
 
9,026

 
Nine Months Ended
September 30, 2017
 
As Previously Reported
 
Impact of Revisions
 
As Revised
 
(in millions)
Consolidated Statement of Cash Flows:
 
 
 
 
 
Cash flow from operating activities:
 
 
 
 
 
Interest credited to policyholders’ account balances
$
787

 
$
(44
)
 
$
743

Net derivative (gains) loss
(172
)
 
44

 
(128
)
Net cash provided by (used in) operating activities
1,044

 
$
—

 
1,044




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Effects of the revision to the Company’s previously reported Consolidated Statements of Income (Loss), and Cash Flows for the year ended December 31, 2017
 
December 31, 2017
 
As Previously Reported
 
Impact of Revisions
 
As Revised
 
(in millions)
Consolidated Statement of Income (Loss):
 
 
Revenues:
 
 
 
 
 
Net derivative gains (losses)
$
228

 
$
(113
)
 
$
115

Total revenues
12,514

 
$
(113
)
 
12,401

Benefits and other deductions:
 
 
 
 
 
Interest credited to Policyholder’s account balances
1,108

 
$
(113
)
 
995

Total benefits and other deductions
11,200

 
$
(113
)
 
11,087

 
December 31, 2017
 
As Previously Reported
 
Impact of Revisions
 
As Revised
 
(in millions)
Consolidated Statement of Cash Flows:
 
 
 
 
 
Cash flow from operating activities:
 
 
 
 
 
Interest credited to policyholders’ account balances
$
1,108

 
$
(113
)
 
$
995

Net derivative (gains) loss
(228
)
 
113

 
(115
)
Net cash provided by (used in) operating activities
1,021

 
$
—

 
1,021


Effects of the revision to the Company’s previously reported Consolidated Statements of Income (Loss), and Cash Flows for the year ended December 31, 2016
 
December 31, 2016
 
As Previously Reported
 
Impact of Revisions
 
As Revised
 
(in millions)
Consolidated Statement of Income (Loss):
 
 
Revenues:
 
 
 
 
 
Net derivative gains (losses)
$
(1,722
)
 
$
(121
)
—

$
(1,843
)
Total revenues
11,922

 
$
(121
)
 
11,801

Benefits and other deductions:
 
 
 
 
 
Interest credited to Policyholder’s account balances
1,091

 
$
(121
)
 
970

Total benefits and other deductions
9,868

 
$
(121
)
 
9,747



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 
December 31, 2016
 
As Previously Reported
 
Impact of Revisions
 
As Revised
 
(in millions)
Consolidated Statement of Cash Flows:
 
 
 
 
 
Cash flow from operating activities:
 
 
 
 
 
Interest credited to policyholders’ account balances
$
1,091

 
$
(121
)
 
$
970

Net derivative (gains) loss
1,722

 
121

 
1,843

Net cash provided by (used in) operating activities
(236
)
 
$
—

 
(236
)

18)     SUBSEQUENT EVENTS
In April 2018, Holdings entered into letter agreements with the lenders under each of its credit facilities and letter of credit facilities, and AXA Equitable Life entered into waiver letter agreements with certain of its derivative counterparties, waiving defaults caused by the restatement of certain financial statements.  Holdings and AXA Equitable Life each restated their annual financial statements for the year ended December 31, 2016 and Holdings restated its interim financial statements for the nine months ended September 30, 2017 and the six months ended June 30, 2017.  All required waivers were received and we do not consider this to have a material impact on our business, results of operations or financial condition.
In April 2018, Colisee Re S.A.’s promise to the Delaware Department of Insurance to maintain the minimum RBC level for AXA Corporate Solutions Life Reinsurance Company at the company action level was terminated and replaced with a similar guarantee from Holdings.
As a result of the completion of the GMxB Unwind on April 12, 2018, we were released from regulatory letter of credit requirements, and accordingly no longer benefit from the $1.5 billion revolving credit facility with AXA.
On April 20, 2018, Holdings:
•
issued $800 million aggregate principal amount of 3.900% Senior Notes due 2023, $1.5 billion aggregate principal amount of 4.350% Senior Notes due 2028 and $1.5 billion aggregate principal amount of 5.000% Senior Notes due 2048 (together, the “Notes”);
•
delivered a termination notice, effective April 23, 2018, for its $3.9 billion two -year senior unsecured delayed draw term loan agreement; and
•
settled certain loans issued to or received from AXA and its affiliates resulting in a net payment to AXA and its affiliates of $2,530 million in principal and $11 million of accrued interest.
On April 20, 2018, AXA pre-paid the remaining $650 million of a $700 million note and $50 million of a $500 million term loan and related accrued interest from the Company.
On April 23, 2018, Holdings used a portion of the net proceeds from the sale of the Notes, together with available cash, to (i) purchase 100% of the shares of AXA IM Holdings US and (ii) purchase the AB Units held by Coliseum Re. The Company’s $185 million loan to AXA IM Holding US was settled as part of the purchase of AXA IM Holding US, which wholly owns AB units. The remaining net proceeds, together with the $300 million of borrowings drawn on May 4th, 2018 under our three -year term loan agreement, was used to fully repay the outstanding commercial paper program of AXA Financial currently guaranteed by AXA. By the time of the IPO, all the credit facilities Holdings and its subsidiaries previously had with AXA or guaranteed by AXA were terminated.
On April 24, 2018, a 459.4752645 -for-1 stock split of the common stock of Holdings was effected. All applicable share data, per share amounts and related information in the consolidated financial statements and notes thereto have been adjusted retroactively to give effect to the stock split.
On April 25, 2018, Holdings adopted the AXA Equitable Holdings, Inc. Short-Term Incentive Compensation Plan (the “STIC Plan”). Although the STIC Plan is not a share-based compensation plan, awards payable under the STIC Plan may be paid in cash or in awards granted under the AXA Equitable Holdings, Inc. 2018 Omnibus Incentive Plan (the “Omnibus Plan”), a share-based compensation plan. The Omnibus Plan was adopted by Holdings on May 8, 2018.
On May 2, 2018, AB announced that it will establish its corporate headquarters in, and relocate approximately 1,050 jobs currently located in the New York metro area to, Nashville, TN. AB’s Nashville headquarters will house Finance, IT, Operations, Legal, Compliance, Internal Audit, Human Capital, and Sales and Marketing. AB will begin relocating jobs during 2018 and expects this transition to take several years. AB will continue to maintain a principal location in New York City, which will house its Portfolio Management, Sell-Side Research and Trading, and New York-based Private Wealth Management businesses.
On May 4, 2018, Holdings borrowed $300 million under the $500 million three -year senior unsecured delayed draw term loan agreement. On May 9, 2018, Holdings amended and restated its Certificate of Incorporation under which the Board of Directors have the authority, without further action by stockholders, to issue up to 200,000,000 shares of preferred stock, par value $1.00 per share, in one or more series.
On May 14, 2018, Holdings completed an initial public offering in which AXA sold 157,837,500 shares of Holdings’ common stock to the public. Following the initial public offering, AXA owned 423,750,000 shares of Holdings’ common stock.
As of June 12th, there are no longer any amounts outstanding under AXA Financial’s commercial paper program and AXA will no longer provide any related guarantees.




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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
AXA Equitable Holdings, Inc. (“Holdings” and, collectively with its consolidated subsidiaries, the “Company”) is a diversified financial services company. Through March 31, 2018, Holdings was a wholly-owned subsidiary of AXA S.A. (“AXA”), a French holding company for the AXA Group, a worldwide leader in life, property and casualty and health insurance and asset management. As used herein, “AXA Equitable Life” refers to AXA Equitable Life Insurance Company, a New York stock life insurance corporation, “AXA Financial” refers to AXA Financial, Inc., an intermediate holding company incorporated in Delaware, “MLOA” refers to MONY Life Insurance Company of America, an Arizona life insurance corporation, “AXA Advisors” refers to AXA Advisors, LLC, a Delaware limited liability company, and “AXA RE Arizona” refers to AXA RE Arizona Company, an Arizona corporation, and “EQ AZ Life Re” refers to EQ AZ Life Re Company, a newly formed captive insurance company organized under the laws of Arizona.
In May 2017, AXA announced its intention to pursue the sale of a minority stake in Holdings through an initial public offering (the “IPO”). On May 14, 2018, Holdings completed the IPO in which AXA sold 157,837,500 shares of Holdings common stock to the public. Following the IPO, AXA owns approximately 71.9% of the outstanding common stock of Holdings.
Management’s discussion and analysis of financial condition and results of operations for the Company that follows should be read in conjunction with the consolidated financial statements and the related Notes to Consolidated Financial Statements included elsewhere herein, with the information provided under “Forward-looking Statements” included elsewhere herein and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections included in Holdings’ prospectus dated May 9, 2018, filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, on May 11, 2018 (the “Prospectus”).
Executive Summary
Overview
We are one of America’s leading financial services companies, providing (i) advice and solutions for helping Americans set and meet their retirement goals and protect and transfer their wealth across generations and (ii) a wide range of investment management insights, expertise and innovations to drive better investment decisions and outcomes for clients worldwide.
We manage our business through four segments: Individual Retirement, Group Retirement, Investment Management and Research, and Protection Solutions. We report certain activities and items that are not included in these segments in Corporate and Other. See Note 15 of Notes to Consolidated Financial Statements for further information on the Company’s segments.
We benefit from our complementary mix of businesses. This business mix provides diversity in our earnings sources, which helps offset fluctuations in market conditions and variability in business results, while offering growth opportunities.
Revenues
Our revenues come from three principal sources:
•
fee income derived from our retirement and protection products and our investment management and research services;
•
premiums from our traditional life insurance and annuity products; and
•
investment income from our General Account investment assets (“GAIA”).
Our fee income varies directly in relation to the amount of the underlying account value or benefit base of our retirement and protection products and the amount of AUM of our Investment Management and Research business. AV and AUM, each as defined in “—Key Operating Measures,” are influenced by changes in economic conditions, primarily equity market returns, as well as net flows. Our premium income is driven by the growth in new policies written and the persistency of our in-force policies, both of which are influenced by a combination of factors, including our efforts to attract and retain customers and market conditions that influence demand for our products. Our investment income is driven by the yield on our portfolio of


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GAIA and is impacted by the prevailing level of interest rates as we reinvest cash associated with maturing investments and net flows to the portfolio.
Benefits and Other Deductions
Our primary expenses are:
•
policyholders’ benefits and interest credited to policyholders’ account balances;
•
sales commissions and compensation paid to intermediaries and advisors that distribute our products and services; and
•
compensation and benefits provided to our employees and other operating expenses.
Policyholders’ benefits are driven primarily by mortality, customer withdrawals, and benefits which change in response to changes in capital market conditions. In addition, some of our policyholders’ benefits are directly tied to the AV and benefit base of our variable annuity products. Interest credited to policyholders varies in relation to the amount of the underlying AV or benefit base. Sales commissions and compensation paid to intermediaries and advisors vary in relation to premium and fee income generated from these sources, whereas compensation and benefits to our employees are more constant and decline with increases in efficiency. Our ability to manage these expenses across various economic cycles and products is critical to the profitability of our company.
Net Income Volatility
We have offered and continue to offer variable annuity products with variable annuity guaranteed benefits (“GMxB”) features. The future claims exposure on these features is sensitive to movements in the equity markets and interest rates. Accordingly, we have implemented hedging and reinsurance programs designed to mitigate the economic exposure to us from these features due to equity market and interest rate movements. Changes in the values of the derivatives associated with these programs due to equity market and interest rate movements are recognized in the periods in which they occur while corresponding changes in offsetting liabilities are recognized over time. This results in net income volatility as further described below. See “—Significant Factors Impacting Our Results—Impact of Hedging and GMIB Reinsurance on Results.”
In addition to our dynamic hedging strategy, we have recently implemented static hedge positions designed to mitigate the adverse impact of changing market conditions on our statutory capital. We believe this program will continue to preserve the economic value of our variable annuity contracts and better protect our target variable annuity asset level. However, these new static hedge positions increase the size of our derivative positions and may result in higher net income volatility on a period-over-period basis.
Due to the impacts on our net income of equity market and interest rate movements and other items that are not part of the underlying profitability drivers of our business, we evaluate and manage our business performance using Non-GAAP Operating Earnings, a non-GAAP financial measure that is intended to remove these impacts from our results. See “—Key Operating Measures—Non-GAAP Operating Earnings.”
Significant Factors Impacting Our Results
The following significant factors have impacted, and may in the future impact, our financial condition, results of operations or cash flows.
Impact of Hedging and GMIB Reinsurance on Results
We have offered and continue to offer variable annuity products with GMxB features. The future claims exposure on these features is sensitive to movements in the equity markets and interest rates.  Accordingly, we have implemented hedging and reinsurance programs designed to mitigate the economic exposure to us from these features due to equity market and interest rate movements. These programs include:


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•
Variable annuity hedging programs. We use a dynamic hedging program (within this program, we reevaluate our economic exposure at least daily and rebalance our hedge positions accordingly) to mitigate certain risks associated with the GMxB features that are embedded in our liabilities for our variable annuity products. This program utilizes various derivative instruments that are managed in an effort to reduce the economic impact of unfavorable changes in GMxB features’ exposures attributable to movements in the equity markets and interest rates. Although this program is designed to provide a measure of economic protection against the impact of adverse market conditions, it does not qualify for hedge accounting treatment. Accordingly, changes in value of the derivatives will be recognized in the period in which they occur with offsetting changes in reserves partially recognized in the current period, resulting in net income volatility. In addition to our dynamic hedging program, in the fourth quarter of 2017 and the first quarter of 2018, we implemented a new hedging program using static hedge positions (derivative positions intended to be held to maturity with less frequent rebalancing) to protect our statutory capital against stress scenarios.  The implementation of this new program in addition to our dynamic hedge program is expected to increase the size of our derivative positions, resulting in an increase in net income volatility. The impacts are most pronounced for variable annuity products in our Individual Retirement segment.
•
GMIB reinsurance contracts.   Historically, GMIB reinsurance contracts were used to cede to affiliated and non-affiliated reinsurers a portion of our exposure to variable annuity products that offer a GMIB feature. We account for the GMIB reinsurance contracts as derivatives and report them at fair value. Gross reserves for GMIB reserves are calculated on the basis of assumptions related to projected benefits and related contract charges over the lives of the contracts. Accordingly, our gross reserves will not immediately reflect the offsetting impact on future claims exposure resulting from the same capital market or interest rate fluctuations that cause gains or losses on the fair value of the GMIB reinsurance contracts. Because changes in the fair value of the GMIB reinsurance contracts are recorded in the period in which they occur and a majority of the changes in gross reserves for GMIB are recognized over time, net income will be more volatile.
Effect of Assumption Updates on Operating Results
Most of the variable annuity products, variable universal life insurance and universal life insurance products we offer maintain policyholder deposits that are reported as liabilities and classified within either Separate Account liabilities or policyholder account balances. Our products and riders also impact liabilities for future policyholder benefits and unearned revenues and assets for DAC and deferred sales inducements. The valuation of these assets and liabilities (other than deposits) are based on differing accounting methods depending on the product, each of which requires numerous assumptions and considerable judgment. The accounting guidance applied in the valuation of these assets and liabilities includes, but is not limited to, the following: (i) traditional life insurance products for which assumptions are locked in at inception; (ii) universal life insurance and variable life insurance secondary guarantees for which benefit liabilities are determined by estimating the expected value of death benefits payable when the account balance is projected to be zero and recognizing those benefits ratably over the accumulation period based on total expected assessments; (iii) certain product guarantees for which benefit liabilities are accrued over the life of the contract in proportion to actual and future expected policy assessments; and (iv) certain product guarantees reported as embedded derivatives at fair value.
Our actuaries oversee the valuation of these product liabilities and assets and review underlying inputs and assumptions. We review the actuarial assumptions underlying these valuations at least annually and update assumptions when appropriate. Assumptions are based on a combination of company experience, industry experience, management actions and expert judgment and reflect our best estimate as of the date of each financial statement. Changes in assumptions can result in a significant change to the carrying value of product liabilities and assets and, consequently, the impact could be material to earnings in the period of the change. For further details of our accounting policies and related judgments pertaining to assumption updates, see Note 2 of Notes to Consolidated Financial Statements.
Macroeconomic and Industry Trends
Our business and consolidated results of operations are significantly affected by economic conditions and consumer confidence, conditions in the global capital markets and the interest rate environment.


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Economic Conditions and Consumer Confidence
A wide variety of factors continue to impact economic conditions and consumer confidence. These factors include, among others, concerns over economic growth in the United States, continued low interest rates, falling unemployment rates, the U.S. Federal Reserve’s plans to further raise short-term interest rates, fluctuations in the strength of the U.S. dollar, the uncertainty created by what actions the current administration may pursue, changes in tax policy, global economic factors including programs by the European Central Bank and the United Kingdom’s vote to exit from the European Union and other geopolitical issues. Additionally, many of the products and solutions we sell are tax-advantaged or tax-deferred. If U.S. tax laws were to change, such that our products and solutions are no longer tax-advantaged or tax-deferred, demand for our products could materially decrease.
Capital Market Conditions
Although extraordinary monetary accommodation has mitigated volatility in interest rate and credit and domestic equity markets for an extended period, global central banks may now be past peak accommodation as the U.S. Federal Reserve continues its gradual pace of policy normalization. As global monetary policy becomes less accommodating, an increase in market volatility could affect our business, including through effects on the yields we earn on invested assets, changes in required reserves and capital and fluctuations in the value of our AUM, AV or AUA. These effects could be exacerbated by uncertainty about future fiscal policy, changes in tax policy, the scope of potential deregulation and levels of global trade.
In the short- to medium-term, the potential for increased volatility, coupled with prevailing interest rates remaining below historical averages, could pressure sales and reduce demand for our products as consumers consider purchasing alternative products to meet their objectives. In addition, this environment could make it difficult to consistently develop products that are attractive to customers. Financial performance can be adversely affected by market volatility and equity market declines as fees driven by AV and AUM fluctuate, hedging costs increase and revenues decline due to reduced sales and increased outflows.
We monitor the behavior of our customers and other factors, including mortality rates, morbidity rates, annuitization rates and lapse rates, which change in response to changes in capital market conditions, to ensure that our products and solutions remain attractive and profitable.
Interest Rate Environment
We believe the interest rate environment will continue to impact our business and financial performance in the future for several reasons, including the following:
•
Our GAIA portfolio consists predominantly of fixed income investments. In the near term, and absent further material change in yields available on investments, we expect the yield we earn on new investments will be lower than the yields we earn on maturing investments, which were generally purchased in environments where interest rates were higher than current levels. If interest rates were to rise, we expect the yield on our new money investments would also rise and gradually converge toward the yield of those maturing assets.
•
Certain of our variable annuity and life insurance products pay guaranteed minimum interest crediting rates. We are required to pay these guaranteed minimum rates even if earnings on our investment portfolio decline, with the resulting investment margin compression negatively impacting earnings. In addition, we expect more policyholders to hold policies with comparatively high guaranteed rates longer (lower lapse rates) in a low interest rate environment. Conversely, a rise in average yield on our investment portfolio should positively impact earnings. Similarly, we expect policyholders would be less likely to hold policies with existing guaranteed rates (higher lapse rates) as interest rates rise.
•
A prolonged low interest rate environment also may subject us to increased hedging costs or an increase in the amount of statutory reserves that our insurance subsidiaries are required to hold for GMxB features, lowering their statutory surplus, which would adversely affect their ability to pay dividends to us. In addition, it may also increase the perceived value of GMxB features to our policyholders, which in turn may lead to a higher rate of annuitization and higher persistency of those products over time. Finally, low interest rates may continue to cause an acceleration of DAC amortization or reserve increase due to loss recognition for interest sensitive products, primarily for our Protection Solutions segment.


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Regulatory Developments
Our life insurance subsidiaries are regulated primarily at the state level, with some policies and products also subject to federal regulation. On an ongoing basis, regulators refine capital requirements and introduce new reserving standards. Regulations recently adopted or currently under review can potentially impact our statutory reserve and capital requirements.
•
National Association of Insurance Commissioners (“NAIC”). The NAIC is currently considering a proposal, which if adopted, could materially change the sensitivity of variable annuity reserves and capital requirements to capital markets including interest rate, equity markets and volatility as well as prescribed assumptions for policyholder behavior. In addition, the NAIC Financial Condition (E) Committee has established a working group to study and address, as appropriate, regulatory issues resulting from variable annuity captive reinsurance transactions, including reforms that would improve the current reserve and capital framework for insurance companies that sell variable annuity products.
•
Department of Labor (“DOL”). In April 2016, the DOL issued a final rule (the “Rule”), which significantly expanded the range of activities considered to be fiduciary investment advice under the Employee Retirement Income Security Act of 1974 (“ERISA”) when our advisors and our employees provide investment-related information and support to retirement plan sponsors, participants and individual retirement account (“IRA”) holders. In February 2017, the DOL was directed by memorandum (the “President’s Memorandum”) to review the Rule and determine whether the Rule should be rescinded or revised, in light of the new administration’s policies and orientations. The Rule was partially implemented on June 9, 2017, with a special transition period for certain requirements that took effect on January 1, 2018. On November 29, 2017, the DOL finalized a delay in implementing certain portions of the Rule from January 1, 2018 to July 1, 2019. On March 15, 2018, a federal appeals court issued a decision vacating the Rule and subsequently denied motions by the Attorneys General of three states to intervene in the case. A final mandate has not been issued as of the date of this report, and there is a possibility that the DOL may appeal this decision to the U.S. Supreme Court. At this time, we do not currently plan any immediate changes to our approach to selling products and providing services to ERISA plans and IRAs. If the Rule remains in effect, we may need to make adverse changes to the level and type of services we provide as well as the nature and amount of compensation and fees that we and our affiliated advisors and firms receive for investment-related services to retirement plans and IRAs.
Impact of the Tax Reform Act
On December 22, 2017, President Trump signed into law the Tax Reform Act, a broad overhaul of the U.S. Internal Revenue Code that changes long-standing provisions governing the taxation of U.S. corporations, including life insurance companies.
The Tax Reform Act reduces the federal corporate income tax rate to 21% beginning in 2018 and repeals the corporate alternative minimum tax (“AMT”) while keeping existing AMT credits. It also contains measures affecting our insurance companies, including changes to the dividends received deduction (“DRD”), insurance reserves and tax DAC, and measures affecting our international operations, such as a one-time transitional tax on some of the accumulated earnings of our foreign subsidiaries (within our Investment Management and Research Segment).
As a result of the Tax Reform Act, we expect our Non-GAAP Operating Earnings to improve on a recurring basis due to the reduction in the effective tax rate. Our new effective tax rate is expected to be approximately 19%, driven mainly by the new federal corporate tax rate of 21% and the DRD benefit.
We expect the Tax Reform Act to have both positive and negative impacts on our balance sheet. On the one hand, as a one-time effect, the lower tax rate resulted in a reduction to the value of our deferred tax assets. On the other hand, the Tax Reform Act repeals the corporate AMT and, subject to certain limitations, allows us to use our AMT credits going forward, which we expect will result in a reduction of our tax liability.
In 2017, on a statutory basis, we recorded a moderate increase to our Combined risk-based capital (“RBC”) ratio as a result of the Tax Reform Act. Specifically, this was driven mainly by the benefit of the corporate AMT repeal, but partially offset by a lower statutory deferred tax asset valuation.


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We expect the tax liability on the earnings of our foreign subsidiaries will decrease going forward. In 2017, we recorded a one-time decrease to net income of $23 million due to the estimated transitional tax on some of the accumulated earnings of these subsidiaries.
Overall, we expect the Tax Reform Act to have a net positive economic impact on us. We continue to evaluate this new and complicated piece of legislation, assess the magnitude of the various impacts and monitor potential regulatory changes related to this reform.
Separation Costs
In connection with the IPO and operating as a stand-alone public company, we have incurred and expect to continue to incur one-time and recurring expenses. These expenses primarily relate to information technology, compliance, internal audit, finance, risk management, procurement, client service, human resources and other support services. The process of replicating and replacing functions, systems and infrastructure provided by AXA or certain of its affiliates in order to operate on a stand-alone basis is currently underway and we expect that it will continue following the IPO.
We estimate that the aggregate amount of the one-time expenses described above will be between approximately $300 million and $350 million, of which $93 million was incurred in 2017 and approximately $150 million is expected to be incurred in 2018. Of this amount, $61.4 million and $0 million were incurred in the first quarter of 2018 and 2017, respectively. Furthermore, additional one-time expenses will be incurred when AXA ceases to own at least a majority of our outstanding common stock. See “Risk Factors” in the Prospectus for additional information.
Key Operating Measures
In addition to our results presented in accordance with U.S. GAAP, we report Non-GAAP Operating Earnings, Non-GAAP Operating ROC by segment for our Individual Retirement, Group Retirement and Protection Solutions segments, and Non-GAAP Operating Earnings per share, each of which is a measure that is not determined in accordance with U.S. GAAP. Management believes that the use of these non-GAAP financial measures, together with relevant U.S. GAAP measures, provides a better understanding of our results of operations and the underlying profitability drivers and trends of our business. These non-GAAP financial measures are intended to remove from our results of operations the impact of market changes (where there is mismatch in the valuation of assets and liabilities) as well as certain other expenses which are not part of our underlying profitability drivers or likely to re-occur in the foreseeable future, as such items fluctuate from period-to-period in a manner inconsistent with these drivers. These measures should be considered supplementary to our results that are presented in accordance with U.S. GAAP and should not be viewed as a substitute for the U.S. GAAP measures. Other companies may use similarly titled non-GAAP financial measures that are calculated differently from the way we calculate such measures. Consequently, our non-GAAP financial measures may not be comparable to similar measures used by other companies.
We also discuss certain operating measures, including AUM, AUA, AV, Protection Solutions Reserves and certain other operating measures, which management believes provide useful information about our businesses and the operational factors underlying our financial performance.
Non-GAAP Operating Earnings
Non-GAAP Operating Earnings is an after-tax Non-GAAP financial measure used to evaluate our financial performance on a consolidated basis that is determined by making certain adjustments to our consolidated after-tax net income attributable to Holdings. The most significant of such adjustments relates to our derivative positions, which protect economic value and statutory capital, and are more sensitive to changes in market conditions than the variable annuity product liabilities as valued under U.S. GAAP. This is a large source of volatility in net income.
In the first quarter of 2018, the Company revised its Non-GAAP Operating Earnings definition as it relates to the treatment of certain elements of the profitability of its variable annuity products with indexed-linked features to align to the treatment of its variable annuity products with GMxB features. In addition, adjustments for variable annuity products with index-linked features previously included within Other adjustments in the calculation of Non-GAAP Operating Earnings are now included with the


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adjustments for variable annuity products with GMxB features in the broader adjustment category, Variable annuity product features. The presentations of Non-GAAP Operating Earnings in prior periods were revised to reflect this change in definition.
Non-GAAP Operating Earnings equals our consolidated after-tax net income attributable to Holdings adjusted to eliminate the impact of the following items:
•
Items related to Variable annuity product features which include certain changes in the fair value of the derivatives and other securities we use to hedge these features and changes in the fair value of the embedded derivatives reflected within Variable annuity products’ net derivative results;
•
Investment (gains) losses, which includes other-than-temporary impairments of securities, sales or disposals of securities/investments, realized capital gains/losses and valuation allowances;
•
Goodwill impairment, which includes a write-down of goodwill in first quarter of 2017.
•
Net actuarial (gains) losses, which includes actuarial gains and losses as a result of differences between actual and expected experience on pension plan assets or projected benefit obligation during a given period related to pension, other postretirement benefit obligations, and the one-time impact of the settlement of the defined benefit obligation;
•
Other adjustments, which includes restructuring costs related to severance, lease write-offs related to non-recurring restructuring activities, and separation costs; and
•
Income tax expense (benefit) related to the above items and non-recurring tax items, which includes the effect of uncertain tax positions for a given audit period, permanent differences due to goodwill impairment, and the Tax Reform Act.
Because Non-GAAP Operating Earnings excludes the foregoing items that can be distortive or unpredictable, management believes that this measure enhances the understanding of the Company’s underlying drivers of profitability and trends in our business, thereby allowing management to make decisions that will positively impact our business.
We use our prevailing corporate federal income tax rate of 21% in 2018 and 35% in 2017, while taking into account any non-recurring differences for events recognized differently in our financial statements and federal income tax returns as well as partnership income taxed at lower rates when reconciling Net income (loss) attributable to Holdings to Non-GAAP Operating Earnings.


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The table below presents a reconciliation of Net income (loss) attributable to Holdings to Non-GAAP Operating Earnings for the three months ended March 31, 2018 and 2017 :
 
Three Months Ended
March 31,
 
2018
 
2017
 
(in millions)
Net income (loss) attributable to Holdings
$
168

 
$
(290
)
Adjustments related to:
 
 
 
Variable annuity product features (1)
212

 
291

Investment (gains) losses
(102
)
 
24

Goodwill impairment
—

 
369

Net actuarial (gains) losses related to pension and other postretirement benefit obligations
131

 
34

Other adjustments
90

 
(21
)
Income tax expense (benefit) related to above adjustments
(63
)
 
(235
)
Non-recurring tax items
28

 
132

Non-GAAP Operating Earnings
$
464

 
$
304

(1)    This reconciling item was previously referred to as “GMxB product features”, but is now referred to more broadly as “Variable annuity product features.” See Note 15 to the Notes to Consolidated Financial Statements for details of adjustments related to Variable annuity product features.

Non-GAAP Operating ROC by Segment
We report Non-GAAP Operating ROC by segment for our Individual Retirement, Group Retirement and Protection Solutions segments, which is a non-GAAP financial measure used to evaluate our recurrent profitability on a consolidated basis and by segment, respectively. We calculate Non-GAAP Operating ROC by segment by dividing operating earnings (loss) on a segment basis by average capital on a segment basis, excluding AOCI and NCI, as described below. AOCI fluctuates period-to-period in a manner inconsistent with our underlying profitability drivers as the majority of such fluctuation is related to the market volatility of the unrealized gains and losses associated with our available for sale (“AFS”) securities. Therefore, we believe excluding AOCI is more effective in analyzing the trends of our operations. We do not calculate Non-GAAP Operating ROC by segment for our Investment Management & Research segment because we do not manage that segment from a return of capital perspective. Instead, we use metrics more directly applicable to an asset management business, such as AUM, to evaluate and manage that segment. For Non-GAAP Operating ROC by segment, capital components pertaining directly to specific segments such as DAC along with targeted capital are directly attributed to these segments. Targeted capital for each segment is established using assumptions supporting statutory capital adequacy levels necessary to be considered a going concern. To enhance the ability to analyze these measures across periods, interim periods are annualized. Non-GAAP Operating ROC by segment should not be used as a substitute for ROE.


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The following table sets forth Non-GAAP Operating ROC by segment for our Individual Retirement, Group Retirement and Protection Solutions segments for the trailing twelve months ended March 31, 2018.
 
Trailing Twelve Months Ended March 31, 2018
 
Individual Retirement
 
Group Retirement
 
Protection Solutions
 
(in millions)
Operating earnings
$
1,483

 
$
298

 
$
521

Average capital (1)
6,925

 
1,262

 
2,674

Non-GAAP Operating ROC
21.4
%
 
23.6
%
 
19.5
%
(1)
For average capital amounts by segment, capital components pertaining directly to specific segments such as DAC along with targeted capital are directly attributed to these segments. Targeted capital for each segment is established using assumptions supporting statutory capital adequacy levels necessary to be considered a going concern.
Non-GAAP Operating Earnings per Share
Non-GAAP Operating EPS is calculated by dividing Non-GAAP Operating Earnings by ending common shares outstanding - diluted. The following table sets forth Non-GAAP Operating EPS for the three months ended March 31, 2018 and 2017 .
 
Three Months Ended March 31,
 
2018
 
2017
 
(per share amounts)
Net income (loss) attributable to Holdings
$
0.30

 
$
(0.52
)
Adjustments related to:
 
 
 
Variable annuity product features
0.38

 
0.52

Investment (gains) losses
(0.18
)
 
0.04

Goodwill impairment
—

 
0.66

Net actuarial (gains) losses related to pension and other postretirement benefit obligations
0.23

 
0.06

Other adjustments
0.16

 
(0.04
)
Income tax expense (benefit) related to above adjustments
(0.11
)
 
(0.42
)
Non-recurring tax items
0.05

 
0.24

Non-GAAP Operating Earnings
$
0.83

 
$
0.54

Assets Under Management (“AUM”)
AUM means investment assets that are managed by one of our subsidiaries and includes: (i) assets managed by AB, (ii) the assets in our GAIA portfolio and (iii) the Separate Account assets of our Individual Retirement, Group Retirement and Protection Solutions businesses. Total AUM reflects exclusions between segments to avoid double counting.
Assets Under Administration (“AUA”)
AUA includes non-insurance client assets that are invested in our savings and investment products or serviced by our AXA Advisors platform. We provide administrative services for these assets and generally record the revenues received as distribution fees.


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Account Value (“AV”)
AV generally equals the aggregate policy account value of our retirement products. General Account AV refers to account balances in investment options that are backed by the General Account while Separate Account AV refers to Separate Account investment assets.
Protection Solutions Reserves
Protection Solutions Reserves equals the aggregate value of Policyholders’ account balances and Future policy benefits for policies in our Protection Solutions segment.
Consolidated Results of Operations 
Our consolidated results of operations are significantly affected by conditions in the capital markets and the economy because we offer variable annuity products with GMxB features. These products have been a significant driver of our results of operations. Because the future claims exposure on these products is sensitive to movements in the equity markets and interest rates, we have in place various hedging and reinsurance programs that are designed to mitigate the economic risks of movements in the equity markets and interest rates. The volatility in Net income attributable to Holdings for the periods presented below results from the mismatch between (i) the change in carrying value of the reserves for GMDB and certain GMIB features that do not fully and
immediately reflect the impact of equity and interest market fluctuations and (ii) the change in fair value of products with the GMIB feature that has a no-lapse guarantee, and our hedging and reinsurance programs.
As of March 31, 2018 and March 31, 2017 , our economic interest in AB was approximately 46.5 % and 45.8% , respectively. On April 23, 2018, Holdings purchased (i) 8,160,000 AB Units from Coliseum Reinsurance Company and (ii) all of the issued and outstanding shares of common stock of AXA-IM Holding U.S., Inc., which owns directly 41,934,582 AB Units. As a result of these transactions (collectively, the “AB Reorganization Transactions”), at April 30, 2018, the Company’s economic interest in AB was approximately 65%.
Our indirect, wholly owned subsidiary, AllianceBernstein Corporation, is the General Partner of AB. Accordingly, AB is consolidated in our financial statements, and its results are fully reflected in our consolidated financial statements.


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The following table summarizes our consolidated statements of income (loss) for the three months ended March 31, 2018 and 2017 :
 
Three Months Ended March 31,
 
2018
 
2017
 
(in millions, except earnings per share amounts)
REVENUES
 
 
 
Policy charges and fee income
$
972

 
$
956

Premiums
279

 
281

Net derivative gains (losses)
(281
)
 
(235
)
Net investment income (loss)
591

 
780

Investment gains (losses), net:
 
 
 
Total other-than-temporary impairment losses
—

 
(1
)
Other investment gains (losses), net
102

 
(23
)
Total investment gains (losses), net
102

 
(24
)
Investment management and service fees
1,055

 
954

Other income
117

 
118

Total revenues
2,835

 
2,830

BENEFITS AND OTHER DEDUCTIONS
 
 
 
Policyholders’ benefits
608

 
1,093

Interest credited to policyholders’ account balances
271

 
246

Compensation and benefits (includes $40 and $41 of deferred acquisition costs)
620

 
539

Commissions and distribution related payments (includes $120 and $132 of deferred acquisition costs)
411

 
395

Interest expense
46

 
35

Amortization of deferred policy acquisition costs, net (net of capitalization of $160 and $173)
15

 
(55
)
Other operating costs and expenses
494

 
744

Total benefits and other deductions
2,465

 
2,997

Income (loss) from continuing operations, before income taxes
370

 
(167
)
Income tax (expense) benefit
(79
)
 
(30
)
Net income (loss)
291

 
(197
)
Less: net (income) loss attributable to the noncontrolling interest
(123
)
 
(93
)
Net income (loss) attributable to Holdings
$
168

 
$
(290
)
EARNINGS PER SHARE
 
 
 
Earnings per share - Common stock
 
 
 
Basic
$
0.30

 
$
(0.52
)
Diluted
$
0.30

 
$
(0.52
)
Weighted average common shares outstanding
561

 
561




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Three Months Ended March 31,
 
2018
 
2017
 
(in millions, except earnings per share amounts)
 Non-GAAP Operating Earnings
$
464

 
$
304

Non-GAAP Operating Earnings per share, Basic
$
0.83

 
$
0.54

Non-GAAP Operating Earnings per share, Diluted
$
0.83

 
$
0.54

The following discussion compares the results for the three months ended March 31, 2018 compared to the comparable 2017 period’s results.
First Quarter 2018 Compared to First Quarter 2017
Net Income Attributable to Holdings
The $458 million increase in Net income attributable to Holdings, to $168 million for the first quarter of 2018 from a Net loss of $290 million for the first quarter of 2017 , was primarily driven by the following notable items:
•
Policyholders’ benefits decreased by $485 million, primarily due to a $441 million decrease in our Individual Retirement segment's GMxB reserves not carried at fair value, reflecting positive movement in interest rates in the first quarter of 2018 compared to the first quarter of 2017. The net improvement in GMxB margins was primarily driven by lower hedging losses related to equity (in the first quarter of 2017 equity market strongly increased while it slightly decreased in the first quarter of 2018) and reserve strengthening in 2017. The $41 million decrease in Corporate and Other was mainly driven by favorable claims experience in our Closed Block and assumed reinsurance block.
•
Other investment gains increased by $125 million, primarily due to the sale of fixed maturity securities, mainly U.S. Treasury securities.
•
Investment management and service fees increased by $102 million mainly driven by our Investment Management and Research segment, mainly due to higher base fees reflecting an increase in average AUM of 13% and a 2% increase in the overall portfolio return rate.
•
Policy charges and fee income increased by $16 million due to higher average account values from net flows and higher equity markets.
•
Other operating costs and expenses decreased by $250 million mainly due to a $369 million non-recurring goodwill impairment charge in the first quarter of 2017 resulting from the Company’s adoption of new accounting guidance for goodwill on January 1, 2017, partly offset by higher IPO related separation costs.
Partially offsetting this increase were the following notable items:
•
Decrease in Net investment income of $189 million, mainly due to a change in market value of trading securities primarily driven by an increase in interest rates.
•
Amortization of deferred acquisition costs, net increased by $70 million, mainly driven by our Protection Solutions and Individual Retirement segments, and Corporate and Other. DAC amortization in the Protection Solutions segment increased by $38 million, due to a $40 million increase in amortization before capitalization as we have remained in a loss recognition position in the first quarter of 2018 (loss recognition position started in the fourth quarter of 2017), which results in higher amortization. DAC amortization in our Individual Retirement segment was $13 million higher mainly due to $15 million lower capitalization due to a shift in sales towards SCS.
•
Interest credited to policyholders’ account balances increased by $25 million, mainly driven by higher SCS AV in our Individual Retirement segment and Corporate and Other.


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•
Net derivative losses increased by $46 million driven by higher losses in our GMxB book carried at fair value and a change in market value of our freestanding derivatives.
•
Income tax expense increased by $49 million driven by an increase in pre-tax earnings partially offset by a lower effective tax rate due to the Tax Reform Act as well as the permanent differences of a one-time goodwill impairment in the first quarter of 2017.
•
Compensation and benefits increased by $81 million mainly due to the settlement of the pension benefit obligation of $100 million.
Non-GAAP Operating Earnings
Non-GAAP Operating Earnings increased by $160 million to $464 million during the first quarter of 2018 from $304 million in the first quarter of 2017 , primarily driven by the following notable items:
•
Policyholders’ benefits decreased by $500 million primarily due to a $456 million decrease in our Individual Retirement segment and a $41 million decrease in Corporate and Other. The improvement in Individual Retirement was mainly driven by a $462 million decrease in GMxB reserves due to higher interest rates in the first quarter of 2018, offset by $384 million higher GMxB derivatives losses included in Investment gains (losses). The net improvement in GMxB margins was primarily driven by reserve strengthening in 2017. The $41 million improvement in Corporate and Other was mainly from favorable claims experience in our Closed Block and assumed reinsurance block.
•
Investment management and service fees increased by $179 million mainly driven by our Investment Management and Research segment, mainly due to higher base fees reflecting an increase in average AUM of 13% and a 2% increase in the overall portfolio return rate.
•
Policy charges, fee income and premiums increased by $13 million, due to higher average AV from net flows and higher equity markets.
•
Net investment income increased by $13 million mainly due to the GA portfolio rebalancing.
Partially offsetting this increase were the following notable items:
•
Interest expense increased by $14 million, primarily driven by higher cost of borrowings through securities repurchase agreements and higher interest rates in floating rate internal debt.
•
Amortization of DAC, net increased by $52 million, mainly due to our Protection Solutions and Individual Retirement segments. DAC amortization in the Protection Solutions segment increased by $42 million, due to a $44 million increase in amortization before capitalization, as we have remained in a loss recognition position in the first quarter of 2018 (loss recognition position started in the fourth quarter of 2017), which results in higher amortization. DAC amortization in our Individual Retirement segment was $7 million higher mainly due to $15 million lower capitalization due to a shift in sales towards SCS.
•
Higher Compensation, benefits, and other operating cost of $77 million , mainly due to an increase of $67 million in the Investment Management & Research segment, including $43 million related to the impact of adopting the new revenue recognition standard (ASC 606) in 2018, higher promotion and servicing of $17 million, higher incentive compensation and higher base compensation, which resulted from higher fringe benefits and higher commissions. Other operating expenses excluding the Investment Management & Research segment were slightly lower resulting from productivity programs.
•
Interest credited to policyholders’ account balances increased by $25 million mainly from higher SCS AV in Individual Retirement, and from Corporate and Other.
•
Income tax expense decreased by $20 million driven by a lower effective tax rate due to the Tax Reform Act.



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Results of Operations by Segment
We manage our business through the following four segments: Individual Retirement, Group Retirement, Investment Management and Research, and Protection Solutions. We report certain activities and items that are not included in our four segments in Corporate and Other. The following section presents our discussion of Operating earnings (loss) by segment and AUM and AV by segment, as applicable. Consistent with U.S. GAAP guidance for segment reporting, operating earnings (loss) is our U.S. GAAP measure of segment performance. See Note 15 of Notes to Consolidated Financial Statements for further information on the Company’s segments.
For interim reporting periods in 2018 and 2017, the Company calculates income tax expense using an estimated annual effective tax rate (“ETR”), with discrete items recognized in the period in which they occur. The tax expense calculated using the ETR is allocated to the Company’s business segments based on the proportion of each segment’s pre-tax Operating earnings (loss) to Non-GAAP Operating Earnings. Each business segment is also allocated its portion of any permanent tax items.
The following table summarizes Operating earnings (loss) by segment and Corporate and Other for the three months ended March 31, 2018 and 2017 :
 
Three Months Ended March 31,
 
2018
 
2017
 
(in millions)
Operating earnings (loss):
 
 
 
Individual Retirement
$
360

 
$
202

Group Retirement
76

 
59

Investment Management and Research
81

 
32

Protection Solutions
23

 
39

Total segment operating earnings
540

 
332

Corporate and Other
(76
)
 
(28
)
 Non-GAAP Operating Earnings
$
464

 
$
304




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Individual Retirement
The Individual Retirement segment includes our variable annuity products which primarily meet the needs of individuals saving for retirement or seeking retirement income.
The following table summarizes Operating earnings of our Individual Retirement segment for the periods presented:
 
Three Months Ended March 31,
 
2018
 
2017
 
(in millions)
Operating earnings
$
360

 
$
202

 
 
 
 
Key components of Operating earnings are:
 
 
 
 
 
 
 
REVENUES
 
 
 
Policy charges, fee income and premiums
$
540

 
$
519

Net investment income
228

 
177

Investment gains (losses), net including derivative gains (losses)
(227
)
 
140

Investment management, service fees and other income
188

 
183

Segment revenues
729

 
1,019

BENEFITS AND OTHER DEDUCTIONS
 
 
 
Policyholders’ benefits
5

 
461

Interest credited to policyholders’ account balances
59

 
47

Commissions and distribution related payments (1)
144

 
158

Amortization of deferred policy acquisition costs, net (2)
(47
)
 
(54
)
Compensation, benefits, interest expense and other operating costs and expenses (3)
121

 
128

Segment benefits and other deductions
$
282

 
$
740

(1) Includes $ 72 million and $ 84 million of deferred policy acquisition costs.
(2) Net of capitalization of $ 87 million and $ 102 million .
(3) Includes $ 15 million and $ 18 million of deferred policy acquisition costs.

The following table summarizes AV for our Individual Retirement segment as of the dates indicated:
 
March 31,
2018
 
December 31,
2017
 
(in millions)
AV
 
 
 
General Account
$
19,480

 
$
19,059

Separate Accounts
82,310

 
84,364

Total AV
$
101,790

 
$
103,423



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The following table summarizes a roll forward of AV for our Individual Retirement segment for the periods indicated:
 
March 31,
2018
 
March 31,
2017
 
(in millions)
Balance as of beginning of period
$
103,423

 
$
93,604

Gross premiums
1,787

 
2,010

Surrenders, withdrawals and benefits
(2,249
)
 
(1,797
)
Net flows
(462
)
 
213

Investment performance, interest credited and policy charges
(1,171
)
 
2,862

Balance as of end of period
$
101,790

 
$
96,679

First Quarter of 2018 Compared to First Quarter of 2017 for the Individual Retirement Segment
Operating earnings
Operating earnings increased $158 million to $360 million in the first quarter of 2018 from $202 million in the first quarter of 2017 primarily attributable to the following:
•
A net increase in Operating earnings of $78 million due to higher GMxB results from reserve strengthening in 2017. Higher interest rates were the primary driver of a $462 million decrease in GMxB Policyholders’ benefits which was partially offset by GMxB Net derivative losses of $384 million.
•
Increase in Net investment income of $51 million , resulting from higher asset balances mainly driven by SCS sales.
•
Increase in remaining Revenues of $26 million due to higher average Separate Account AV, primarily due to positive market performance in 2017 and higher premium income from payout annuities.
•
A decrease in Commissions and distribution related payments of $14 million due to strong sales in the first quarter of 2017 in advance of the implementation of the DOL Rule.
The increase was partially offset by:
•
An increase in Amortization of DAC, net of $7 million primarily driven by $15 million lower DAC capitalization as a result of lower sales and a product shift towards SCS.
•
An increase in Income tax expense of $9 million due to higher pre-tax operating earnings, partially offset by a lower effective tax rate due to the Tax Reform Act.
Net Flows and AV
•
The increase in AV of $5.1 billion year-over-year was driven by market appreciation.
•
Net outflows were $ 462 million , primarily driven by $1.0 billion of outflows on our older fixed GMxB block which were partially offset by $579 million of inflows on our newer less capital intensive products.
Group Retirement
The Group Retirement segment offers tax-deferred investment and retirement plans sponsored by educational entities, municipalities and not-for-profit entities as well as small and medium-sized businesses.


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The following table summarizes Operating earnings of our Group Retirement segment for the periods presented:
 
Three Months Ended March 31,
 
2018
 
2017
 
(in millions)
Operating earnings
$
76

 
$
59

 
 
 
 
Key components of Operating earnings are:
 
 
 
 
 
 
 
REVENUES
 
 
 
Policy charges, fee income and premiums
$
64

 
$
59

Net investment income
131

 
130

Investment gains (losses), net including derivative gains (losses)
(1
)
 
(5
)
Investment Management, service fees and other income
44

 
43

Segment Revenues
238

 
227

BENEFITS AND OTHER DEDUCTIONS
 
 
 
Policyholders’ benefits
—

 
—

Interest credited to policyholders’ account balances
70

 
71

Commissions and distribution related payments (1)
24

 
23

Amortization of deferred policy acquisition costs, net (2)
(11
)
 
(11
)
Compensation, benefits, interest expense and other operating costs and expenses (3)
62

 
62

Segment benefits and other deductions
$
145

 
$
145

(1) Includes $ 14 million and $ 12 million of deferred policy acquisition costs.
(2) Net of capitalization of $ 22 million and $ 21 million .
(3) Includes $ 8 million and $ 9 million of deferred policy acquisition costs.

The following tables summarize AV for our Group Retirement Segment as of the dates indicated:
 
March 31,
2018
 
December 31,
2017
 
(in millions)
AV
 
 
 
General Account
$
11,393

 
$
11,319

Separate Accounts
22,525

 
22,587

Total AV
$
33,918

 
$
33,906



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The following table summarizes a roll-forward of AV for our Group Retirement segment for the periods indicated:
 
Three Months Ended March 31,
 
2018
 
2017
 
(in millions)
Balance as of beginning of period
$
33,906

 
$
30,138

Gross premiums
837

 
824

Surrenders, withdrawals and benefits
(736
)
 
(769
)
Net flows
101

 
55

Investment performance, interest credited and policy charges
(89
)
 
975

Balance as of end of period
$
33,918

 
$
31,168

First Quarter of 2018 Compared to First Quarter of 2017 for the Group Retirement Segment
Operating earnings
Operating earnings increase d $ 17 million to $76 million for the first quarter of 2018 from $59 million in the first quarter of 2017 .
The increase is primarily attributable to the following:
•
Higher fee income from Policy charges, fee income and premiums and Investment management, service fees and other income of $ 6 million due to positive net flows and equity market performance.
•
A decrease in Income tax expense of $6 million due to a lower effective tax rate as a result of the Tax Reform Act.
Net Flows and AV
•
The increase in AV of $2.8 billion from the first quarter of 2018 was primarily due to market appreciation and positive net flows.
•
Net flows were $ 101 million , a $ 46 million increase for the first quarter of 2018 , driven primarily by a $13 million increase in Gross premiums and a reduction of $33 million in Surrenders and withdrawals .
Investment Management and Research
The Investment Management and Research segment provides diversified investment management, research and related services to a broad range of clients around the world. Operating earnings (loss) presented here represents our March 31, 2018 economic interest, net of tax, in AB of approximately 46.5 %. Giving effect to the AB Reorganization Transactions that occurred on April 23, 2018, our current economic interest in AB at April 30, 2018 was approximately 64.8% .


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The following table summarizes Operating earnings of our Investment Management and Research segment for the periods presented:
 
Three Months Ended March 31,
 
2018
 
2017
 
(in millions)
Operating earnings
$
81

 
$
32

 
 
 
 
Key components of Operating earnings are:
 
 
 
 
 
 
 
REVENUES
 
 
 
Policy charges, fee income and premiums
$
—

 
$
—

Net investment income
3

 
19

Investment gains (losses), net including derivative gains (losses)
2

 
(10
)
Investment Management, service fees and other income
904

 
734

Segment Revenues
909

 
743

BENEFITS AND OTHER DEDUCTIONS
 
 
 
Policyholders’ benefits
—

 
—

Interest credited to policyholders’ account balances
—

 
—

Commissions and distribution related payments
110

 
96

Amortization of deferred policy acquisition costs, net
—

 
—

Compensation, benefits, interest expense and other operating costs and expenses
564

 
497

Segment benefits and other deductions
$
674

 
$
593

Changes in AUM in the Investment Management and Research segment for the periods presented were as follows:
 
Three Months Ended March 31,
 
2018
 
2017
 
(in billions)
Balance as of beginning of period
$
554.5

 
$
480.2

Long-term flows:
 
 
 
Sales/new accounts
34.1

 
19.0

Redemptions/terminations
(31.2
)
 
(18.4
)
Cash flow/unreinvested dividends
(5.3
)
 
(0.8
)
Net long-term (outflows) inflows
(2.4
)
 
(0.2
)
Market appreciation (depreciation)
(2.6
)
 
17.9

Net change
(5.0
)
 
17.7

Balance as of end of period
$
549.5

 
$
497.9




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Average AUM in the Investment Management and Research segment for the periods presented by distribution channel and investment services were as follows:
 
Three Months Ended March 31,
 
2018
 
2017
 
(in billions)
Distribution Channel:
 
 
 
Institutions
$
269.3

 
$
243.8

Retail
194.0

 
164.9

Private Wealth Management
93.8

 
82.5

Total
$
557.1

 
$
491.2

Investment Service:
 
 
 
Equity Actively Managed
$
142.9

 
$
115.7

Equity Passively Managed (1)
54.3

 
48.7

Fixed Income Actively Managed – Taxable
243.3

 
226.0

Fixed Income Actively Managed – Tax-exempt
40.6

 
37.3

Fixed Income Passively Managed (1)
10.0

 
11.1

Other (2)
66.0

 
52.4

Total
$
557.1

 
$
491.2

(1)    Includes index and enhanced index services.
(2)    Includes multi-asset solutions and services, and certain alternative investments.

First Quarter of 2018 Compared to First Quarter of 2017 for the Investment Management and Research Segment
Operating earnings
Operating earnings increased $ 49 million in the first quarter of 2018 to $81 million from $32 million in the first quarter of 2017 primarily attributable to the following:
•
Increase in Investment management, service fees, and other income of $ 170 million primarily due to higher base fees of $75 million resulting from a 13% increase in average AUM and a 2% increase in the overall portfolio rate. Operating earnings includes an increase in revenues of $78 million from the impact of adopting the new revenue recognition standard (ASC 606) in 2018.
•
Income tax expense decreased $8 million driven by a lower effective tax rate due to the Tax Reform Act.
This increase was partially offset by the following:
•
Higher Compensation, benefits, interest expense and other operating costs of $67 million , including $43 million related to the impact of adoption of revenue recognition standard (ASC 606) in 2018, higher promotion and servicing expenses of $17 million, higher incentive compensation, higher base compensation, higher fringe benefits and higher commissions.
Long-Term Net Flows and AUM
•
Total AUM as of March 31, 2018 was $ 549.5 billion , up $ 51.6 billion , or 10% , compared to first quarter of 2017 . The increase was driven by market appreciation of $40.7 billion and net flows of $10.9 billion (primarily due to Retail and Institutional inflows of $8.7 billion).



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Protection Solutions
The Protection Solutions segment includes our life insurance and employee benefits businesses. We provide a targeted range of products aimed at serving the financial needs of our clients throughout their lives, including Variable Universal Life (“VUL”), IUL and term life products. In 2015, we entered the employee benefits market and currently offer a suite of dental, vision, life, as well as short- and long-term disability insurance products to small and medium-size businesses. In recent years, we have refocused our product offering and distribution towards less capital intensive, higher return accumulation and protection products. We plan to improve our operating earnings over time through earnings generated from sales of our repositioned product portfolio and by proactively managing and optimizing our in-force book.
The following table summarizes Operating earnings (loss) of our Protection Solutions segment for the periods presented:
 
Three Months Ended March 31,
 
2018
 
2017
 
(in millions)
Operating earnings (loss)
$
23

 
$
39

 
 
 
 
Key components of Operating earnings are:
 
 
 
 
 
 
 
REVENUES
 
 
 
Policy charges, fee income and premiums
$
535

 
$
529

Net investment income
220

 
208

Investment gains (losses), net including derivative gains (losses)
(1
)
 
—

Investment management, service fees and other income
55

 
52

Segment Revenues
809

 
789

BENEFITS AND OTHER DEDUCTIONS
 
 
 
Policyholders’ benefits
409

 
412

Interest credited to policyholders’ account balances
122

 
116

Commissions and distribution related payments (1)
66

 
68

Amortization of deferred policy acquisition costs, net (2)
71

 
29

Compensation, benefits, interest expense and other operating costs and expenses (3)
114

 
109

Segment benefits and other deductions
$
782

 
$
734

(1) Includes $34 million and $36 million of deferred policy acquisition costs.
(2) Net of capitalization of $51 million and $50 million .
(3) Includes $17 million and $14 million of deferred policy acquisition costs.



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The following table summarizes Protection Solutions Reserves for our Protection Solutions segment as of the dates indicated:
 
March 31, 2018
 
December 31, 2017
 
(in millions)
Protection Solutions Reserves (1)
 
 
 
General Account
$
16,128

 
$
16,007

Separate Accounts
12,396

 
12,643

Total Protection Solutions Reserves
$
28,524

 
$
28,650

(1)
Does not include Protection Solutions Reserves for our employee benefits business as it is a start-up business and therefore has immaterial in-force policies.
The following table presents our in-force face amounts for the periods indicated, respectively, for our individual life insurance products:
 
March 31, 2018
 
December 31, 2017
 
(in billions)
In-force Face Amounts for Protection Solutions (1)
 
 
 
Universal life (2)
$
58.3

 
$
59.0

Indexed universal life
21.0

 
20.5

Variable universal life (3)
128.5

 
128.9

Term
234.7

 
235.9

Whole life
1.6

 
1.6

Total in-force face amount
$
444.1

 
$
445.9

(1)
Includes individual life insurance and does not include employee benefits as it is a start-up business and therefore has immaterial in-force policies.
(2)
Universal Life includes Guaranteed Universal Life.
(3)
Variable Universal Life includes VL and COLI.

First Quarter of 2018 Compared to the First Quarter of 2017 for the Protection Solutions Segment
Operating earnings (loss)
Operating earnings decreased $ 16 million to $23 million in the first quarter of 2018 from $39 million in the first quarter of 2017 primarily attributable to the following:
•
Amortization of DAC, net increased by $42 million , due to a $44 million increase in DAC amortization before capitalization, as we have remained in a loss recognition position in the first quarter of 2018 (loss recognition position started in the fourth quarter of 2017) which results in higher amortization. 
•
Increase of $6 million in Interest credited to policyholders' account balances mainly due to higher AV in our Indexed Universal Life products.


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This decrease was partially offset by the following:
•
Increase in Net investment income of $12 million due to the General Account portfolio rebalancing and higher asset balances.
•
Increase of $6 million in Policy charges, fee income and premiums, mainly due to an increase in cost of insurance charges.
•
Increase of $3 million in Investment management, service fees, and other income, mainly due to higher Separate Account reserves.
•
Decrease in income tax expense of $12 million due to a lower effective tax rate as a result of the Tax Reform Act.
Corporate and Other
Corporate and Other includes certain of our financing and investment expenses. It also includes: AXA Advisors broker-dealer business, the Closed Block, run-off variable annuity reinsurance business, run-off group pension business, run-off health business, benefit plans for our employees, certain strategic investments and certain unallocated items, including capital and related investments, interest expense and corporate expense. AB’s results of operations are reflected in the Investment Management and Research segment. Accordingly, Corporate and Other does not include any items applicable to AB.
The following table summarizes Operating earnings (loss) of Corporate and Other for the periods presented:
 
Three Months Ended March 31,
 
2018
 
2017
 
(in millions)
Operating earnings (loss)
$
(76
)
 
$
(28
)

General Account Investment Assets Portfolio
The GAIA portfolio and investment results support the insurance and annuity liabilities of our Individual Retirement, Group Retirement and Protection Solutions businesses. Our GAIA portfolio investment strategy seeks to achieve sustainable risk-adjusted returns by focusing on principal preservation, investment return, duration and liquidity requirements by product class and the diversification of risks. Investment activities are undertaken according to investment policy statements that contain internally established guidelines and are required to comply with applicable laws and insurance regulations. Risk tolerances are established for credit risk, market risk, liquidity risk and concentration risk across types of issuers and asset classes that seek to mitigate the impact of cash flow variability arising from these risks.
The GAIA portfolio consists largely of investment grade fixed maturities and short-term investments, commercial and agricultural mortgage loans, below investment grade fixed maturities, alternative investments and other instruments. Fixed maturities include publicly issued corporate bonds, government bonds, privately placed notes and bonds, bonds issued by states and municipalities, mortgage-backed securities and asset-backed securities.
As part of our asset and liability management strategies, we maintain a weighted average duration for our GAIA portfolio that is within an acceptable range of the estimated duration of our liabilities given our risk appetite and hedging programs. The GAIA portfolio includes credit derivatives to replicate exposure to individual securities or pools of securities as a means of achieving credit exposure similar to bonds of the underlying issuer(s) more efficiently. In addition, from time to time we use derivatives for hedging purposes to reduce our exposure to equity markets, interest rates and credit spreads.


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Investment portfolios are primarily managed by legal entity with dedicated portfolios for certain blocks of business.  For portfolios that back multiple product groups, investment results are allocated to business segments.
The following tables reconcile the consolidated balance sheet asset and liability amounts to GAIA.
General Account Investment Assets
March 31, 2018
 
GAIA
 
Other (1)
 
Balance Sheet Total
 
(in millions)
Balance Sheet Captions:
 
 
 
 
 
Fixed maturities, available for sale, at fair value
$
43,953

 
$
(469
)
 
$
43,484

Mortgage loans on real estate
11,333

 
—

 
11,333

Policy Loans
3,776

 
—

 
3,776

Real Estate held for production of income
52

 
—

 
52

Other equity investments
1,128

 
130

 
1,258

Other invested assets
170

 
3,891

 
4,061

Sub-total investments
60,412

 
3,552

 
63,964

Trading Securities
12,907

(2)  
2,012

 
14,919

Total investments
73,319

 
5,564

 
78,883

Cash and cash equivalents
4,220

 
1,871

 
6,091

Repurchase and funding agreements (3)
(4,397
)
 
—

 
(4,397
)
Total
$
73,142

 
$
7,435

 
$
80,577


(1)
Assets listed in the “Other” category principally consist of our loans to affiliates and other miscellaneous assets or liabilities related to GAIA that are reclassified from various balance sheet lines held in portfolios other than the General Account and which are not managed as part of GAIA, including: (i) related accrued income or expense, (ii) certain reclassifications and intercompany adjustments, (iii) certain trading securities that are associated with hedging programs for variable annuity products with guarantee features, (iv) assets and income of AB and (v) for fixed maturities, the reversal of net unrealized gains (losses). The “Other” category is deducted in arriving at GAIA.
(2)
Primarily related to SCS and consists of corporate bonds (83%), U.S. Treasury securities (6%), other government securities (10%) and other trading securities (1%).
(3)
Includes Securities purchased under agreements to resell, Securities sold under agreements to repurchase and Federal Home Loan Bank funding agreements which are reported in policyholders’ account balances.



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General Account Investment Assets
December 31, 2017
Balance Sheet Captions:
GAIA
 
Other (1)
 
Balance
  Sheet Total  
 
(in millions)
Fixed maturities, available for sale, at fair value
$
45,751

 
$
1,190

 
$
46,941

Mortgage loans on real estate
10,952

 
—

 
10,952

Policy loans
3,819

 
—

 
3,819

Real estate held for the production of Income
390

 
—

 
390

Other equity investments
1,264

 
128

 
1,392

Other invested assets
25

 
4,093

 
4,118

Subtotal investment assets
$
62,201

 
$
5,411

 
$
67,612

Trading securities
12,050

(2)  
2,120

 
14,170

Total investments
$
74,251

 
$
7,531

 
$
81,782

Cash and cash equivalent
4,539

 
275

 
4,814

Repurchase and funding agreements (3)
(4,382
)
 
—

 
(4,382
)
Total
$
74,408

 
$
7,806

 
$
82,214

(1)
Assets listed in the “Other” category principally consist of our loans to affiliates and other miscellaneous assets or liabilities related to GAIA that are reclassified from various balance sheet lines held in portfolios other than the General Account and which are not managed as part of GAIA, including: (i) related accrued income or expense, (ii) certain reclassifications and intercompany adjustments, (iii) certain trading securities that are associated with hedging programs for variable annuity products with guarantee features, (iv) assets and income of AB and (v) for fixed maturities, the reversal of net unrealized gains (losses). The “Other” category is deducted in arriving at GAIA.
(2)
Primarily related to SCS and consists of corporate bonds (83%), U.S. Treasury securities (8%), other government securities (8%) and other trading securities (1%).
(3)
Includes Securities purchased under agreements to resell, Securities sold under agreements to repurchase and Federal Home Loan Bank funding agreements which are reported in policyholders’ account balances.



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Investment Results of General Account Investment Assets
The following table summarizes investment results by asset category for the periods indicated.
 
 
Three Months Ended, March 31,
 
Year Ended December 31, 2017
 
2018
 
2017
 
 
Yield
 
Amount
 
Yield
 
Amount
 
 
(Dollars in millions)
Fixed Maturities (1) :
 
 
 
 
 
 
 
 
 
Investment grade
 
 
 
 
 
 
 
 
 
Income (loss)
3.64
 %
 
$
396

 
3.67
 %
 
$
374

 
$
1,515

Ending assets
 
 
42,620

 
 
 
40,970

 
44,384

Below investment grade
 
 
 
 
 
 
 
 
 
Income (loss)
6.52
 %
 
22

 
7.32
 %
 
30

 
113

Ending assets
 
 
1,333

 
 
 
1,646

 
1,367

Mortgages:
 
 
 
 
 
 
 
 
 
Income (loss)
4.18
 %
 
116

 
4.66
 %
 
116

 
454

Ending assets
 
 
11,333

 
 
 
10,197

 
10,952

Real Estate Held for Production of Income:
 
 
 
 
 
 
 
 
 
Interest expense and other
(1.91
)%
 
(4
)
 
(1.19
)%
 
(1
)
 
2

Ending assets (liabilities)
 
 
52

 
 
 
56

 
390

Other Equity Investments (2) :
 
 
 
 
 
 
 
 
 
Income (loss)
12.59
 %
 
41

 
12.76
 %
 
41

 
169

Ending assets
 
 
1,298

 
 
 
1,410

 
1,289

Policy Loans:
 
 
 
 
 
 
 
 
 
Income (loss)
5.71
 %
 
54

 
5.76
 %
 
55

 
221

Ending assets
 
 
3,776

 
 
 
3,818

 
3,819

Cash and Short-term Investments:
 
 
 
 
 
 
 
 
 
Income (loss)
0.71
 %
 
8

 
0.67
 %
 
6

 
32

Ending assets
 
 
4,220

 
 
 
2,881

 
4,539

Repurchase and Funding agreements:
 
 
 
 
 
 
 
 
 
Interest expense and other
 
 
(9
)
 
 
 
(4
)
 
(21
)
Ending (liabilities)
 
 
(4,397
)
 
 
 
(3,790
)
 
(4,382
)
Total Invested Assets:
 
 
 
 
 
 
 
 
 
Income (loss)
4.07
 %
 
624

 
4.28
 %
 
617

 
2,485

Ending assets
 
 
60,235

 
 
 
57,188

 
62,358

Trading Securities:
 
 
 
 
 
 
 
 
 
Income (loss)
(0.94
)%
 
(29
)
 
5.19
 %
 
119

 
231

Ending assets
 
 
12,907

 
 
 
9,689

 
12,050

Total:
 
 
 
 
 
 
 
 
 
Investment Income (loss)
3.22
 %
 
595

 
4.42
 %
 
736

 
2,716



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Less: investment fees
(0.10
)%
 
(18
)
 
(0.11
)%
 
(18
)
 
(68
)
Investment Income, Net
3.12
 %
 
$
577

 
4.31
 %
 
$
718

 
$
2,648

Ending Net Assets
 
 
$
73,142

 
 
 
$
66,877

 
$
74,408

(1)
Fixed Maturities Investment Grade and Below Investment Grade are based on Moody’s Equivalent ratings.
(2)
Includes, as of March 31, 2018 and December 31, 2017 , respectively, $ 170 million , and $ 25 million of other invested assets.

Fixed Maturities
The fixed maturity portfolio consists largely of investment grade corporate debt securities and includes significant amounts of U.S. government and agency obligations. The limited below investment grade securities in the GAIA portfolio consist of “fallen angels” originally purchased as investment grade, as well as short duration public high yield and loans to middle market companies. At March 31, 2018 and December 31, 2017 , respectively, 79.5% and 81.1% of the fixed maturity portfolio was publicly traded.
Fixed Maturities by Industry
The following table sets forth these fixed maturities by industry category as of the dates indicated along with their associated gross unrealized gains and losses.


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Fixed Maturities by Industry (1)  
 
Amortized  
Cost
 
Gross
Unrealized  
Gains
 
Gross
Unrealized  
Losses
 
Fair Value
 
Percentage of Total (%)
 
(in millions)
 
 
At March 31, 2018:
 
 
 
 
 
 
 
 
 
Corporate Securities:
 
 
 
 
 
 
 
 
 
Finance
$
6,064

 
$
113

 
$
60

 
$
6,117

 
14
%
Manufacturing
8,026

 
166

 
133

 
8,059

 
18
%
Utilities
4,206

 
134

 
75

 
4,265

 
10
%
Services
3,639

 
78

 
55

 
3,662

 
8
%
Energy
2,084

 
66

 
36

 
2,114

 
5
%
Retail and wholesale
1,365

 
20

 
21

 
1,364

 
3
%
Transportation
1,078

 
36

 
24

 
1,090

 
2
%
Other
145

 
5

 
1

 
149

 
—
%
Total corporate securities
26,607

 
618

 
405

 
26,820

 
60
%
U.S. government and agency
14,757

 
387

 
506

 
14,638

 
34
%
Residential mortgage-backed (2)
614

 
16

 
3

 
627

 
1
%
Preferred stock
473

 
44

 
4

 
513

 
1
%
State & municipal
422

 
56

 
1

 
477

 
1
%
Foreign governments
405

 
23

 
9

 
419

 
1
%
Asset-backed securities
675

 
4

 
4

 
675

 
2
%
Total
$
43,953

 
$
1,148

 
$
932

 
$
44,169

 
100
%
At December 31, 2017
 
 
 
 
 
 
 
 
 
Corporate Securities:
 
 
 
 
 
 
 
 
 
Finance
$
5,824

 
$
200

 
$
7

 
$
6,017

 
13
%
Manufacturing
7,546

 
289

 
15

 
7,820

 
17
%
Utilities
4,032

 
210

 
13

 
4,229

 
9
%
Services
3,307

 
130

 
15

 
3,422

 
7
%
Energy
1,980

 
101

 
9

 
2,072

 
4
%
Retail and wholesale
1,404

 
36

 
3

 
1,437

 
3
%
Transportation
957

 
58

 
3

 
1,012

 
2
%
Other
128

 
7

 
—

 
135

 
—
%
Total corporate securities
25,178

 
1,031

 
65

 
26,144

 
55
%
U.S. government and agency
17,744

 
1,000

 
251

 
18,493

 
39
%
Residential mortgage-backed (2)
797

 
22

 
1

 
818

 
2
%
Preferred stock
470

 
43

 
1

 
512

 
1
%
State & municipal
422

 
67

 
—

 
489

 
1
%
Foreign governments
395

 
29

 
5

 
419

 
1
%
Asset-backed securities
745

 
5

 
1

 
749

 
1
%
Total
$
45,751

 
$
2,197

 
$
324

 
$
47,624

 
100
%
(1)
Investment data has been classified based on standard industry categorizations for domestic public holdings and similar classifications by industry for all other holdings.
(2)
Includes publicly traded agency pass-through securities and collateralized obligations.


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Table of Contents


Fixed Maturities Credit Quality
The Securities Valuation Office (“SVO”) of the NAIC evaluates the investments of insurers for regulatory reporting purposes and assigns fixed maturity securities to one of six categories (“NAIC Designations”). NAIC Designations of “1” or “2” include fixed maturities considered investment grade, which include securities rated Baa3 or higher by Moody’s or BBB- or higher by Standard & Poor’s. NAIC Designations of “3” through “6” are referred to as below investment grade, which include securities rated Ba1 or lower by Moody’s and BB+ or lower by Standard & Poor’s. As a result of time lags between the funding of investments and the completion of the SVO filing process, the fixed maturity portfolio typically includes securities that have not yet been rated by the SVO as of each balance sheet date. Pending receipt of SVO ratings, the categorization of these securities by NAIC Designation is based on the expected ratings indicated by internal analysis.
The amortized cost of the General Accounts’ public and private below investment grade fixed maturities totaled $1.1 billion , or 2.4 % of the total fixed maturities at March 31, 2018 and $ 1.1 billion, or 2.5% , of the total fixed maturities at December 31, 2017 . Gross unrealized losses on public and private fixed maturities increased from $324 million in 2017 to $932 million in first quarter of 2018 . Below investment grade fixed maturities represented 2.5% and 5.6% of the gross unrealized losses at March 31, 2018 and December 31, 2017 , respectively.


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Public Fixed Maturities Credit Quality.
The following table sets forth the General Account’s public fixed maturities portfolio by NAIC rating at the dates indicated.
Public Fixed Maturities
 
NAIC Designation (1)
Rating Agency Equivalent
 
Amortized  Costs
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair Value
 
 
 
 
 
(in millions)
 
At March 31, 2018:
 
 
 
 
 
 
 
 
 
 
1
Aaa, Aa, A
 
$
26,432

 
$
713

 
$
690

 
$
26,455

 
2
Baa
 
8,127

 
288

 
123

 
8,292

 
 
Investment grade
 
34,559

 
1,001

 
813

 
34,747

 
 
 
 
 
 
 
 
 
 


 
3
Ba
 
250

 
1

 
1

 
250

 
4
B
 
120

 
—

 
6

 
114

 
5
C and lower
 
4

 
—

 
—

 
4

 
6
In or near default
 
3

 
—

 
—

 
3

 
 
Below investment grade
 
377

 
1

 
7

 
371

 
Total Public Fixed Maturities
 
$
34,936

 
$
1,002

 
$
820

 
$
35,118

 
 
 
 
 
 
 
 
 
 
 
 
At December 31, 2017
 
 
 
 
 
 
 
 
 
 
1
Aaa, Aa, A
 
$
29,137

 
$
1,506

 
$
274

 
$
30,369

 
2
Baa
 
7,521

 
434

 
10

 
7,945

 
 
Investment grade
 
36,658

 
1,940

 
284

 
38,314

 
3
Ba
 
304

 
5

 
6

 
303

 
4
B
 
119

 
—

 
1

 
118

 
5
C and lower
 
3

 
—

 
—

 
3

 
6
In or near default
 
9

 
—

 
—

 
9

 
 
Below investment grade
 
435

 
5

 
7

 
433

 
Total Public Fixed Maturities
 
$
37,093

 
$
1,945

 
$
291

 
$
38,747

(1)
Includes, as of March 31, 2018 and December 31, 2017 , respectively, two securities with amortized cost of $4 million (fair value of $4 million ) and two securities with amortized cost of $14 million (fair value of $14 million ) that have been categorized based on expected NAIC designation pending receipt of SVO ratings.



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Private Fixed Maturities Credit Quality.
The following table sets forth the General Account’s private fixed maturities portfolios by NAIC rating at the dates indicated.
Private Fixed Maturities
NAIC Designation (1)
 Rating Agency Equivalent
 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
 Fair Value
 
 
 
(in millions)
At March 31, 2018:
 
 
 
 
 
 
 
 
 
1
Aaa, Aa, A
 
$
4,638

 
$
71

 
$
44

 
$
4,665

2
Baa
 
3,683

 
71

 
52

 
3,702

 
Investment grade
 
8,321

 
142

 
96

 
8,367

3
Ba
 
346

 
1

 
6

 
341

4
B
 
331

 
1

 
10

 
322

5
C and lower
 
18

 
—

 
—

 
18

6
In or near default
 
1

 
2

 
—

 
3

 
Below investment grade
 
696

 
4

 
16

 
684

Total Private Fixed Maturities
 
$
9,017

 
$
146

 
$
112

 
$
9,051

 
 
 
 
 
 
 
 
 
 
At December 31, 2017:
 
 
 
 
 
 
 
 
 
1
Aaa, Aa, A
 
$
4,356

 
$
122

 
$
12

 
$
4,466

2
Baa
 
3,610

 
123

 
10

 
3,723

 
Investment grade
 
7,966

 
245

 
22

 
8,189

3
Ba
 
358

 
2

 
4

 
356

4
B
 
315

 
2

 
7

 
310

5
C and lower
 
17

 
1

 
—

 
18

6
In or near default
 
2

 
2

 
—

 
4

 
Below investment grade
 
692

 
7

 
11

 
688

Total Private Fixed Maturities
 
 
$
8,658

 
$
252

 
$
33

 
$
8,877

 
(1)
Includes, as of March 31, 2018 and December 31, 2017 , respectively, 23 securities with amortized cost of $377 million (fair value, $368 million ) and 24 securities with amortized cost of $541 million (fair value, $543 million ) that have been categorized based on expected NAIC designation pending receipt of SVO ratings.



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Corporate Fixed Maturities Credit Quality.
The following table sets forth the General Account’s public and private holdings of corporate fixed maturities by NAIC rating at the dates indicated.
Corporate Fixed Maturities 
NAIC Designation (1)
Rating Agency  Equivalent
 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair Value
 
 
 
(in millions)
At March 31, 2018:
 
 
 
 
 
 
 
 
 
1
Aaa, Aa, A
 
$
14,329

 
$
300

 
$
214

 
$
14,415

2
Baa
 
11,211

 
313

 
168

 
11,356

 
Investment grade
 
25,540

 
613

 
382

 
25,771

 
 
 
 
 
 
 
 
 


3
Ba
 
594

 
2

 
8

 
588

4
B
 
449

 
1

 
15

 
435

5
C and lower
 
21

 
—

 
—

 
21

6
In or near default
 
2

 
2

 
—

 
4

 
Below investment grade
 
1,066

 
5

 
23

 
1,048

Total Corporate Fixed Maturities
 
$
26,606

 
$
618

 
$
405

 
$
26,819

 
 
 
 
 
 
 
 
 
 
At December 31, 2017:
 
 
 
 
 
 
 
 
 
1
Aaa, Aa, A
 
$
13,517

 
$
508

 
$
29

 
$
13,996

2
Baa
 
10,543

 
510

 
19

 
11,034

 
Investment grade
 
24,060

 
1,018

 
48

 
25,030

3
Ba
 
660

 
7

 
9

 
658

4
B
 
432

 
3

 
8

 
427

5
C and lower
 
19

 
—

 
—

 
19

6
In or near default
 
7

 
3

 
—

 
10

 
Below investment grade
 
1,118

 
13

 
17

 
1,114

Total Corporate Fixed Maturities
 
$
25,178

 
$
1,031

 
$
65

 
$
26,144

(1)
Includes, as of March 31, 2018 and December 31, 2017 , respectively, 24 securities with amortized cost of $ 310 million (fair value, $ 304 million) and 25 securities with amortized cost of $484 million (fair value, $484 million ) that have been categorized based on expected NAIC designation pending receipt of SVO ratings.

Asset-backed Securities
As of March 31, 2018 , the amortized cost and fair value of asset backed securities held were $ 675 million and $ 675 million, respectively. As of December 31, 2017 , the amortized cost and fair value of asset-backed securities held were $745 million and $749 million , respectively.


113

Commercial Mortgage-backed Securities
At March 31, 2018 and December 31, 2017 there were no General Account commercial mortgage-backed securities outstanding.
Mortgages
Investment Mix
As of March 31, 2018 and December 31, 2017 , respectively, approximately 13.3 % and 12.7% , respectively, of invested assets were in commercial and agricultural mortgage loans. The table below shows the composition of the commercial and agricultural mortgage loan portfolio, before the loss allowance, as of the dates indicated.
 
March 31, 2018
 
December 31, 2017
 
(in millions)
Commercial mortgage loans
$
8,755

 
$
8,386

Agricultural mortgage loans
2,585

 
2,574

Total mortgage loans
$
11,340

 
$
10,960

The investment strategy for the mortgage loan portfolio emphasizes diversification by property type and geographic location with a primary focus on asset quality. The tables below show the breakdown of the amortized cost of the General Account’s investments in mortgage loans by geographic region and property type as of the dates indicated.


114

Mortgage Loans by Region and Property Type
 
 
March 31, 2018
 
December 31, 2017
 
Amortized  Cost
 
% of Total
 
Amortized  Cost
 
% of Total
 
(Dollars in millions)
By Region:
 
 
 
 
 
 
 
U.S. Regions:
 
 
 
 
 
 
 
Pacific
$
3,308

 
29.2
%
 
$
3,264

 
29.8
%
Middle Atlantic
3,108

 
27.4

 
2,958

 
27.0

South Atlantic
1,266

 
11.2

 
1,096

 
10.0

East North Central
929

 
8.2

 
917

 
8.4

Mountain
812

 
7.1

 
800

 
7.3

West North Central
769

 
6.8

 
778

 
7.1

West South Central
507

 
4.5

 
499

 
4.5

New England
459

 
4.0

 
460

 
4.2

East South Central
182

 
1.6

 
188

 
1.7

Total Mortgage Loans
$
11,340

 
100.0
%
 
$
10,960

 
100.0
%
By Property Type:
 
 
 
 
 
 
 
Office Buildings
$
3,767

 
33.2
%
 
$
3,639

 
33.2
%
Apartment Complexes
3,200

 
28.2

 
3,014

 
27.5

Agricultural properties
2,585

 
22.8

 
2,574

 
23.5

Retail stores
695

 
6.1

 
647

 
5.9

Hospitality
426

 
3.8

 
417

 
3.8

Industrial
325

 
2.9

 
326

 
3.0

Other
342

 
3.0

 
343

 
3.1

Total mortgage loans
$
11,340

 
100.0
%
 
$
10,960

 
100.0
%
As of March 31, 2018 and December 31, 2017 , respectively, the General Account investments in commercial mortgage loans had a weighted average loan-to-value ratio of 59 % and 59% , respectively, while the agricultural mortgage loans weighted average loan-to-value ratio was 46% and 46% , respectively.


115

The following tables provide information relating to the loan-to-value and debt service coverage ratios for commercial and agricultural mortgage loans as of March 31, 2018 and December 31, 2017 , respectively. The values used in these ratio calculations were developed as part of the periodic review of the commercial and agricultural mortgage loan portfolio, which includes an evaluation of the underlying collateral value.
Mortgage Loans by Loan-to-Value and Debt Service Coverage Ratios
March 31, 2018  
 
Debt Service Coverage Ratio (1)
 
 
Loan-to-Value Ratio (2)
Greater
than  2.0x
 
1.8x  to
2.0x
 
1.5x  to
1.8x
 
1.2x  to
1.5x
 
1.0x  to
1.2x
 
Less
than
1.0x
 
Total
Mortgage
Loans
 
(in millions)
0% - 50%
$
1,012

 
$
174

 
$
597

 
$
569

 
$
321

 
$
29

 
$
2,702

50% - 70%
4,588

 
689

 
1,341

 
759

 
406

 
48

 
7,831

70% - 90%
169

 
110

 
144

 
330

 
27

 
—

 
780

90% plus
—

 
—

 
27

 
—

 
—

 
—

 
27

Total commercial and agricultural mortgage loans
$
5,769

 
$
973

 
$
2,109

 
$
1,658

 
$
754

 
$
77

 
$
11,340

(1)
The debt service coverage ratio is calculated using actual results from property operations.
(2)
The loan-to-value ratio is derived from current loan balance divided by the fair market value of the property. The fair market value of the underlying commercial properties is updated annually.

December 31, 2017
 
Debt Service Coverage Ratio (1)
 
 
Loan-to-Value Ratio (2)
Greater
than 2.0x
 
1.8x to
2.0x
 
1.5x to
1.8x
 
1.2x to
1.5x
 
1.0x to
1.2x
 
Less than
1.0x
 
Total Mortgage
Loans
 
(in millions)
0% - 50%
$
1,031

 
$
149

 
$
595

 
$
589

 
$
316

 
$
30

 
$
2,710

50% - 70%
4,199

 
728

 
1,293

 
787

 
366

 
49

 
7,422

70% - 90%
169

 
110

 
196

 
276

 
50

 
—

 
801

90% plus
—

 
—

 
27

 
—

 
—

 
—

 
27

Total commercial and agricultural mortgage loans
$
5,399

 
$
987

 
$
2,111

 
$
1,652

 
$
732

 
$
79

 
$
10,960

(1)
The debt service coverage ratio is calculated using actual results from property operations.
(2)
The loan-to-value ratio is derived from current loan balance divided by the fair market value of the property. The fair market value of the underlying commercial properties is updated annually.





116

The tables below show the breakdown of the commercial and agricultural mortgage loans by year of origination at March 31, 2018 and December 31, 2017 , respectively.
Mortgage Loans by Year of Origination  
 
March 31, 2018
Year of Origination
Amortized Cost
 
% of Total
 
(in millions)
2018
$
391

 
3.5
%
2017
2,043

 
18.0

2016
3,305

 
29.1

2015
1,556

 
13.7

2014
1,174

 
10.4

2013 and prior
2,871

 
25.3

Total mortgage loans
$
11,340

 
100.0
%
 
December 31, 2017
Year of Origination
Amortized Cost
 
% of Total
 
(in millions)
2017
$
2,026

 
18.5
%
2016
3,298

 
30.1

2015
1,551

 
14.2

2014
1,170

 
10.7

2013
1,485

 
13.5

2012 and prior
1,430

 
13.0

Total mortgage loans
$
10,960

 
100.0
%
At March 31, 2018 and December 31, 2017 , respectively, $ 66 million and $ 49 million of mortgage loans were classified as problem loans while $ 0 million and $0 million were classified as potential problem loans.
Valuation allowances for the commercial mortgage loan portfolio were related to loan specific reserves. The following table sets forth the change in valuation allowances for the commercial mortgage loan portfolio as of the dates indicated. There were no valuation allowances for agricultural mortgages at March 31, 2018 and March 31, 2017 .
Commercial Mortgage Loans
 
2018
 
2017
Allowance for credit losses:
(in millions)
Beginning Balance, January 1
$
8

 
$
8

Charge-offs
—

 
—

Recoveries
(1
)
 
—

Provision
—

 
—

Ending Balance, March 31
$
7

 
$
8

Ending Balance, March 31:
 
 
 
Individually Evaluated for Impairment
$
7

 
$
8



117

Other Equity Investments
At March 31, 2018 and December 31, 2017 , private equity partnerships, hedge funds and real-estate related partnerships were 98.8% and 87.5% , respectively of total other equity investments. These interests, which represent 1.5% and 1.3% , respectively of GAIA, consist of a diversified portfolio of LBO mezzanine, venture capital and other alternative limited partnerships, diversified by sponsor, fund and vintage year. The portfolio is actively managed to control risk and generate investment returns over the long term. Portfolio returns are sensitive to overall market developments.
Other Equity Investments - Classifications
 
March 31, 2018
 
December 31, 2017
 
(in millions)
Common stock
$
13

 
$
158

Joint ventures and limited partnerships:
 
 
 
Private equity
963

 
927

Hedge funds
152

 
179

Total Other Equity Investments
$
1,128

 
$
1,264

As a result of the adoption of the Recognition and Measurement of Financial Assets and Financial Liabilities standard on January 1, 2018 (Financial Instruments Recognition and Measurement Standard), equity securities are no longer classified and accounted for as available for sale securities.
Derivatives
We use derivatives as part of our overall asset/liability risk management primarily to reduce exposures to equity market and interest rate risks. Derivative hedging strategies are designed to reduce these risks from an economic perspective and are all executed within the framework of a Derivative Use Plan (“DUP”) approved by applicable states’ insurance law. Derivatives are generally not accounted for using hedge accounting. Operation of these hedging programs is based on models involving numerous estimates and assumptions, including, among others, mortality, lapse, surrender and withdrawal rates, election rates, fund performance, market volatility and interest rates. A wide range of derivative contracts are used in these hedging programs, including exchange traded equity, currency and interest rate futures contracts, total return swaps on equity, bond and Treasury indices, total return swaps on single U.S. Treasury Securities, interest rate swaps bond and bond-index total return swaps, swaptions, variance swaps, equity options, credit and foreign exchange derivatives, as well as bond and repo transactions to support the hedging.
Derivatives used to hedge exposure to variable annuity products with GMxB features
We have issued and continue to offer certain variable annuity products with GMxB features. The risk associated with the GMDB feature is that under-performance of the financial markets could result in GMDB benefits, in the event of death, being higher than what accumulated policyholders’ account balances would support. The risk associated with the GMLB features is that under-performance of the financial markets could result in the GMLB features’ benefits being higher than what accumulated policyholders’ account balances would support.
For GMxB features, we retain certain risks including basis, credit spread and some volatility risk and risk associated with actual versus expected actuarial assumptions for mortality, lapse and surrender, withdrawal, policyholder election rates and other behaviors. The derivative contracts are managed to correlate with changes in the value of the GMxB features that result from financial markets movements. A portion of exposure to realized equity volatility is hedged using equity options and variance swaps and a portion of exposure to credit risk is hedged using total return swaps on fixed income indices. Additionally, we are party to total return swaps for which the reference U.S. Treasury securities are contemporaneously purchased from the market and sold to the swap counterparty. As these transactions result in a transfer of control of the U.S. Treasury securities to the swap counterparty, we derecognize these securities with consequent gain or loss from the sale. We have also purchased reinsurance


118

contracts to mitigate the risks associated with GMDB features and the impact of potential market fluctuations on future policyholder elections of GMIB features contained in certain annuity contracts issued by us.
Derivatives used to hedge crediting rate exposure on SCS, SIO, MSO and IUL products/investment options
We hedge crediting rates in SCS, SIO in the EQUI-VEST variable annuity product series, MSO in the variable life insurance products and IUL insurance products. These products permit the contract owner to participate in the performance of an index, ETF or commodity price movement up to a cap for a set period of time. They also contain a protection feature, in which we will absorb, up to a certain percentage, the loss of value in an index, ETF or commodity price, which varies by product segment.
In order to support the returns associated with these features, we enter into derivative contracts whose payouts, in combination with fixed income investments, emulate those of the index, ETF or commodity price, subject to caps and buffers.
Other derivatives based hedges
From time to time and depending on market and other conditions we hedge additional risks not otherwise covered by our variable annuity product hedge programs. Such hedge programs include:
•
the net duration of our General Account economic liability and assets;
•
expected income from fees on Separate Account AUM against declines in equity markets;
•
the economic impact of lower interest-rates on expected variable annuity product sales;
•
the equity exposure of General Account assets; and
•
the credit exposure of General Account assets.
Derivatives utilized for General Account investment portfolio
We maintain a strategy in our General Account investment portfolio to replicate the exposure of fixed maturity securities otherwise permissible for investment under our investment guidelines. Examples include corporate bond exposure replicated through the sale of credit default swaps together with the purchase of a Treasury bond and Treasury bond exposure replicated through the sale of an asset swap and the purchase the bond referenced in the asset swap.
These asset swaps, when considered in combination with the bonds, result a yield higher than a term-equivalent U.S. Treasury bond.
The tables below present quantitative disclosures about our derivative instruments, including those embedded in other contracts required to be accounted for as derivative instruments.


119

Derivative Instruments by Category
 
At March 31, 2018
 
 
 
Fair Value
 
Gains (Losses) Reported in Net Earnings (Loss) Three Months Ended March 31, 2018
 
Notional
Amount  
 
Asset
Derivatives  
 
Liability
Derivatives  
 
 
(in millions)
Freestanding derivatives
 
 
 
 
 
 
 
Equity contracts: (1)
 
 
 
 
 
 
 
Futures
$
6,450

 
$
—

 
$
—

 
$
(24
)
Swaps
7,881

 
253

 
15

 
112

Options
23,013

 
3,350

 
1,411

 
(18
)
Interest rate contracts: (1)
 
 
 
 
 
 
 
Floors
—

 
—

 
—

 
—

Swaps
29,281

 
555

 
394

 
(672
)
Futures
24,015

 
—

 
—

 
40

Swaptions
—

 
—

 
—

 
—

Credit contracts: (1)
 
 
 
 
 
 
 
Credit default swaps
2,057

 
30

 
1

 
—

Other freestanding contracts: (1)
 
 
 
 
 
 
 
Foreign currency contracts
1,623

 
1

 
44

 
(51
)
Margin

 
59

 
57

 


Collateral

 
16

 
2,207

 

Embedded derivatives:
 
 
 
 
 
 
 
GMIB reinsurance contracts (4)
—

 
1,734

 
—

 
(161
)
GMxB derivative features liability (2,4)
—

 
—

 
3,977

 
(460
)
SCS, SIO, MSO and IUL indexed features (3,4)
—

 
—

 
1,683

 
(279
)
Total
$
94,320

 
$
5,998

 
$
9,789

 
$
(1,513
)
(1)
Reported in Other invested assets in the consolidated balance sheets.
(2)
Reported in Future policy benefits and other policyholders’ liabilities in the consolidated balance sheets.
(3)
SCS and SIO indexed features are reported in Policyholders’ account balances; MSO and IUL indexed features are reported in the Future policyholders’ benefits and other policyholders’ liabilities in the consolidated balance sheets.
(4)
Reported in Net derivative gains (losses) in the consolidated statements of income (loss).



120

Derivative Instruments by Category
 
At December 31, 2017
 
Gains (Losses) Reported in Net Earnings (Loss)
March 31, 2017
 
 
 
Fair Value
 
 
Notional
Amount  
 
Asset
Derivatives  
 
Liability
Derivatives  
 
 
(in millions)
Freestanding derivatives
 
 
 
 
 
 
 
Equity contracts: (1)
 
 
 
 
 
 
 
Futures
$
6,552

 
$
—

 
$
—

 
$
(391
)
Swaps
7,555

 
3

 
200

 
(403
)
Options
22,223

 
3,456

 
1,457

 
318

Interest rate contracts: (1)
 
 
 
 
 
 
 
Floors
—

 
—

 
—

 
—

Swaps
26,725

 
603

 
192

 
143

Futures
20,675

 
—

 
—

 
(19
)
Credit contracts: (1)
 
 
 
 
 
 
 
Credit default swaps
2,057

 
34

 
2

 
6

Other freestanding contracts: (1)
 
 
 
 
 
 
 
Foreign currency contracts
1,297

 
11

 
2

 
—

Margin
—

 
18

 
4

 
—

Collateral
—

 
4

 
2,123

 
—

Embedded derivatives:
 
 
 
 
 
 
 
GMIB reinsurance contracts (4)
—

 
1,894

 
—

 
(514
)
GMxB derivative features liability (2,4)
—

 
—

 
4,358

 
(58
)
SCS, SIO, MSO and IUL indexed features (3,4)
—

 
—

 
1,786

 
(301
)
Total
$
87,084

 
$
6,023

 
$
10,124

 
$
(1,219
)

(1)
Reported in Other invested assets in the consolidated balance sheets.
(2)
Reported in Future policy benefits and other policyholders’ liabilities in the consolidated balance sheets.
(3)
SCS and SIO indexed features are reported in Policyholders’ account balances; MSO and IUL indexed features are reported in the Future policyholders’ benefits and other policyholders’ liabilities in the consolidated balance sheets.
(4)
Reported in Net derivative gains (losses) in the consolidated statements of income (loss).
Realized Investment Gains (Losses)
Realized investment gains (losses) are generated from numerous sources, including the sale of fixed maturity securities, equity securities, investments in limited partnerships and other types of investments, as well as adjustments to the cost basis of investments for OTTI. Realized investment gains (losses) are also generated from prepayment premiums received on private fixed maturity securities, recoveries of principal on previously impaired securities, provisions for losses on commercial mortgage and other loans, fair value changes on commercial mortgage loans carried at fair value, and fair value changes on embedded derivatives and free-standing derivatives that do not qualify for hedge accounting treatment.



121

The following table sets forth “Realized investment gains (losses), net,” for the periods indicated:
Realized Investment Gains (Losses), Net
 
Three Months Ended March 31,
 
2018
 
2017
 
(in millions)
Fixed maturities
$
109

 
$
(6
)
Other equity investments
—

 
4

Other
—

 
—

Total
$
109

 
$
(2
)

The following table further describes realized gains (losses), net for Fixed maturities for the periods indicated:
Fixed Maturities
Realized Investment Gains (Losses)
 
Three Months Ended March 31,
 
2018
 
2017
 
(in millions)
Gross realized investment gains:
 
 
 
Gross gains on sales and maturities
$
161

 
$
20

Other
—

 
—

Total gross realized investment gains
161

 
20

Gross realized investment losses:
 
 
 
Other-than-temporary impairments recognized in income (loss)
—

 
—

Gross losses on sales and maturities
(52
)
 
(26
)
Total gross realized investment losses
(52
)
 
(26
)
Total
$
109

 
$
(6
)

Other-Than-Temporary Impairments Recorded in Earnings (Losses)
At March 31, 2018 and 2017 , there were no General Account other-than-temporary impairments recorded in Income (Loss).




122

LIQUIDITY AND CAPITAL RESOURCES
Liquidity refers to our ability to generate adequate amounts of cash from our operating, investment and financing activities to meet our cash requirements with a prudent margin of safety. Capital refers to our long-term financial resources available to support business operations and future growth. Our ability to generate and maintain sufficient liquidity and capital is dependent on the profitability of our businesses, timing of cash flows related to our investments and products, our ability to access the capital markets, general economic conditions and the alternative sources of liquidity and capital described herein. When considering our liquidity and cash flows, it is important to distinguish between the needs of Holdings and the needs of our insurance and non-insurance subsidiaries. We also distinguish and separately manage the liquidity and capital resources of our retirement and protection businesses, including our Individual Retirement, Group Retirement and Protection Solutions segments, and our Investment Management and Research segment.
Sources and Uses of Liquidity and Capital Position of Holdings
As a holding company with no business operations of its own, Holdings primarily derives cash flows from dividends and interest payments from its insurance subsidiaries and distributions related to its economic interest in AB, more than half of which is held outside our insurance company subsidiaries, after giving effect to the AB Reorganization Transactions. These principal sources of liquidity are augmented by cash and short-term investments held by Holdings and access to bank lines of credit and the capital markets. The main uses of liquidity for Holdings are interest payments and debt repayment, payment of dividends and other distributions to stockholders, which may include stock repurchases, and capital contributions, if needed, to our insurance subsidiaries. Our principal sources of liquidity and our capital position are described in the following paragraphs.
Historical Distributions from Our Subsidiaries
From 2014 to 2016, Holdings and AXA Financial received net distributions from our subsidiaries of $2.6 billion . These net distributions comprised dividends and principal payments on surplus notes from our insurance subsidiaries ( $1.2 billion , $1.0 billion and $1.1 billion in 2014, 2015 and 2016, respectively), distributions from AB ( $70 million , $72 million and $85 million in 2014, 2015 and 2016, respectively) and distributions from AXA Advisors ( $30 million , $30 million and $33 million in 2014, 2015 and 2016, respectively), partially offset by a contribution by AXA Financial to AXA RE Arizona to enhance its balance sheet and liquidity position. In addition, AXA Financial also received dividends of $85 million in 2015 related to certain real estate assets. During this period, we also received $1.9 billion of net proceeds from the sale of certain real estate assets by AXA Financial. In 2017, in accordance with our agreement with the New York State Department of Financial Services (the “NYDFS”) and in preparation for the IPO, Holdings and AXA Financial collectively made $2.3 billion in aggregate capital contributions to AXA Equitable Life and AXA RE Arizona, and AXA Financial received a $124 million distribution on the AB Units held by it and a $74 million distribution from AXA Advisors and U.S. Financial Life Insurance Company.
Distributions from Insurance Subsidiaries
Our insurance companies are subject to limitations on the payment of dividends and other transfers of funds to Holdings and other affiliates under applicable insurance law and regulation. Also, more generally, the ability of our insurance subsidiaries to pay dividends can be affected by market conditions and other factors beyond our control. Under New York insurance law applicable to AXA Equitable Life, a domestic stock life insurer may not, without prior approval of the NYDFS, pay a dividend to its stockholders exceeding an amount calculated under one of two standards. The first standard allows payment of an ordinary dividend out of the insurer’s earned surplus (as reported on the insurer’s most recent annual statement) up to a limit calculated pursuant to a statutory formula, provided that the NYDFS is given notice and opportunity to disapprove the dividend if certain qualitative tests are not met (the “Earned Surplus Standard”). The second standard allows payment of an ordinary dividend up to a limit calculated pursuant to a different statutory formula without regard to the insurer’s earned surplus (the “Alternative Standard”). Dividends exceeding these prescribed limits require the insurer to file a notice of its intent to declare the dividends with the NYDFS and prior approval or non-disapproval from the NYDFS.
Applying the formulas under these standards and the definition of earned surplus used in the Earned Surplus Standard, AXA Equitable Life could pay ordinary dividends of up to approximately $1.2 billion during 2018 and could have paid ordinary dividends of up to approximately $1.2 billion during 2017. However, in 2016, the NYDFS issued a circular letter to its regulated insurance companies stating that ordinary dividends which exceed an insurer’s positive unassigned funds (as reported on the


123

insurer’s most recent annual statement) may fail one of the qualitative tests imposed by the Earned Surplus Standard. Given the circular letter, it is possible that the NYDFS could limit the amount of ordinary dividends declared by AXA Equitable Life under the Earned Surplus Standard to the amount of AXA Equitable Life’s positive unassigned funds. As of December 31, 2017 and December 31, 2016, AXA Equitable Life’s unassigned funds reported on its statutory financial statements were approximately $1.9 billion and $0.9 billion , respectively.
In the second quarter of 2017, AXA Equitable Life agreed with the NYDFS that until it (i) filed a plan with respect to the management of our variable annuity business ceded to AXA RE Arizona with the NYDFS and (ii) fully implement that plan (the “DFS Conditions”), it would pay ordinary dividends only under the Earned Surplus Standard.
The completion of the unwind of the reinsurance provided to AXA Equitable Life by AXA RE Arizona for certain variable annuities with GMxB features (the “GMxB Unwind”), which occurred on April 12, 2018, satisfied the DFS Conditions, and, going forward, satisfaction of either the Earned Surplus Standard or Alternative Standard will determine AXA Equitable Life’s ability to pay ordinary dividends. Our other insurance subsidiaries that reside outside of New York are subject to legal restrictions on dividends similar to those described above under New York law, though the specifics of such rules vary from state to state.
Distributions from AllianceBernstein
ABLP is required to distribute all of its Available Cash Flow, as defined in the Amended and Restated Partnership Agreement of ABLP, to the holders of AB Units and to the General Partner. Available Cash Flow can be summarized as the cash flow received by ABLP from operations minus such amounts as the General Partner determines, in its sole discretion, should be retained by ABLP for use in its business, or plus such amounts as the General Partner determines, in its sole discretion, should be released from previously retained cash flow.
Typically, Available Cash Flow has been the adjusted diluted net income per unit for the quarter multiplied by the number of general and limited partnership interests at the end of the quarter. In future periods, management of AB anticipates that Available Cash Flow will be based on adjusted diluted net income per unit, unless management of AB determines, with the concurrence of the Board of Directors of AB, that one or more adjustments that are made for adjusted net income should not be made with respect to the Available Cash Flow calculation.
AB Holding is required to distribute all of its Available Cash Flow, as defined in the Amended and Restated Agreement of Limited Partnership of AB Holding, to holders of units representing assignments of beneficial ownership of limited partnership interests in AB Holding (“AB Holding Units”) pro rata in accordance with their percentage interests in AB Holding. Available Cash Flow is defined as the cash distributions AB Holding receives from ABLP minus such amounts as the General Partner determines, in its sole discretion, should be retained by AB Holding for use in its business (such as the payment of taxes) or plus such amounts as the General Partner determines, in its sole discretion, should be released from previously retained cash flow.
Following the AB Reorganization Transactions, Holdings and its non-insurance company subsidiaries now hold 93.1 million AB Units and 2.3 million AB Holding Units directly, while 77 million AB Units, 1.4 million AB Holding Units and the 1% General Partnership interest in AB are now held by AXA Equitable Life and MLOA, two of our insurance company subsidiaries. Because AXA Equitable Life and MLOA are subject to regulatory restrictions on dividends, distributions they receive from AB may not be distributable to Holdings.
As of March 31, 2018 , the ownership structure of ABLP, including AB Units outstanding as well as the general partner’s 1% interest, was as follows:
AXA and its subsidiaries
63.0
%
AB Holding
35.8

Unaffiliated holders
1.2

 
100.0
%
Including both the general partnership and limited partnership interests in AB Holding and ABLP, AXA and its subsidiaries had an approximate 64.4% economic interest in AB as of March 31, 2018 .


124

Capital Position Following the IPO
We manage our capital position to maintain financial strength and credit ratings that facilitate the distribution of our products and provide our desired level of access to the bank and public financing markets. Our capital position is supported by the ability of our subsidiaries to generate cash flows and distribute cash to us and our ability to effectively manage the risk of our businesses and to borrow funds and raise capital to meet our operating and growth needs.
We have historically operated with a capital structure that reflected our status as a wholly owned subsidiary of AXA, including relying on financing provided or guaranteed by AXA and its affiliates. To meet our target capitalization following the IPO, we have taken certain significant actions that have impacted our liquidity and capital position and that align our capital structure more closely with other U.S. public companies. These actions include:
•
issuing debt securities to third party investors: (i)  $800 million aggregate principal amount of 3.900% Senior Notes due 2023, (ii)  $1.5 billion aggregate principal amount of 4.350% Senior Notes due 2028 and (iii) $1.5 billion aggregate principal amount of 5.000% Senior Notes due 2048, to replace intercompany financing that is provided or guaranteed by AXA and its affiliates, among other things;
•
arranging additional contingent financing facilities, including (i) letter of credit facilities with an aggregate principal amount of $1.9 billion , primarily to be used to support our life insurance business reinsured to EQ AZ Life Re following the GMxB Unwind, (ii) a five-year senior unsecured revolving credit facility for an amount of approximately $2.5 billion , and (iii) a three-year senior unsecured term loan facility of up to $500 million ;
•
borrowing $300 million under our three-year term loan agreement;
•
terminating the outstanding balance issued under AXA Financial’s commercial paper program;
•
(i) a capital contribution of $318 million and (ii) the $622 million loan from AXA, which was set off against AXA’s payment obligation to Holdings with respect to the sale of AXA CS shares;
•
increasing the statutory capital and reserves of our retirement and protection businesses by approximately $2.3 billion in 2017;
•
selling AXA Equitable Life’s interest in two real estate joint ventures to AXA France for a total purchase price of $143 million , which resulted in the elimination of $203 million of long-term debt on Holdings’ consolidated balance sheet for the first quarter of 2018 and a corresponding reduction of our debt-to-capital ratio; and
•
implementing the Reorganization Transactions (as defined in the Prospectus) which included the direct or indirect acquisition of an additional 18.7% economic interest in AB and the GMxB Unwind.
Waiver Letter Agreements
In April 2018, we entered into waiver letter agreements with the lenders under each of our credit facilities and the letter of credit facilities, pursuant to which the lenders waived certain defaults or events of default under such facilities resulting from the restatement of our annual financial statements for the year ended December 31, 2016, the restatement of our interim financial statements for the nine months ended September 30, 2017 and for the six months ended June 30, 2017, the failure to furnish audited financial statements for the year ended December 31, 2017 on a timely basis as required by such facilities and related matters. There can be no assurance that our lenders will provide such waivers in the future. For a discussion of the restatement to our 2016 annual financial statements, see Note 1 to the Notes to Consolidated Financial Statements included in the Prospectus.
Capital Management
Prior to the IPO, as a wholly owned subsidiary of AXA, we adopted and abided by capital management policies determined by AXA and managed by AXA on a worldwide basis. Following the IPO, our board of directors (the “Board”) and senior management are directly involved in the development of our capital management policies. Accordingly, capital actions, including proposed changes to the annual capital plan, capital targets and capital policies, are approved by the Board.


125

Sources and Uses of Liquidity of Our Insurance Subsidiaries
The principal sources of liquidity for our insurance subsidiaries are premiums, investment and fee income, deposits associated with our insurance and annuity operations, cash and invested assets, as well as internal borrowings. The principal uses of that liquidity include benefits, claims and dividends paid to policyholders and payments to policyholders in connection with surrenders and withdrawals. Other uses of liquidity include commissions, general and administrative expenses, purchases of investments, the payment of dividends to Holdings and hedging activity. Certain of our insurance subsidiaries’ principal sources and uses of liquidity are described in the paragraphs that follow.
We manage the liquidity of our insurance subsidiaries with the objective of ensuring that they are able to meet payment obligations linked to our Individual Retirement, Group Retirement and Protection Solutions businesses and to their outstanding debt and derivative positions, including in our hedging programs, without support from Holdings. We employ an asset/liability management approach specific to the requirements of each of our insurance businesses. We measure liquidity against internally-developed benchmarks that consider the characteristics of our asset portfolio and the liabilities that it supports. We consider attributes of the various categories of our liquid assets (for example, type of asset and credit quality) in calculating internal liquidity indicators for our insurance and reinsurance operations. Our liquidity benchmarks are established for various stress scenarios and durations, including company-specific and market-wide events. The scenarios we use to evaluate the liquidity of our subsidiaries are defined to allow operating entities to operate without support from Holdings.
Liquid Assets
The investment portfolios of our insurance subsidiaries are a significant component of our overall liquidity. Liquid assets include cash and cash equivalents, short-term investments, U.S. Treasury fixed maturities, fixed maturities that are not designated as held-to-maturity and public equity securities. We believe that our business operations and the liquidity profile of our assets provide sufficient liquidity under reasonably foreseeable stress scenarios for each of our insurance subsidiaries.
See “—General Account Investment Assets Portfolio” for a description of our retirement and protection businesses’ portfolio of liquid assets.
Hedging Activities
Because the future claims exposure on our insurance products, and in particular our variable annuity products with GMxB features, is sensitive to movements in the equity markets and interest rates, we have in place various hedging and reinsurance programs that are designed to mitigate the economic risks of movements in the equity markets and interest rates. We use derivatives as part of our overall asset/liability risk management program primarily to reduce exposures to equity market and interest rate risks. In addition, we use credit derivatives to replicate exposure to individual securities or pools of securities as a means of achieving credit exposure similar to bonds of the underlying issuer(s) more efficiently. The derivative contracts are an integral part of our risk management program, especially for the management of our variable annuities program, and are collectively managed to reduce the economic impact of unfavorable movements in capital markets. These derivative transactions require liquidity to meet payment obligations such as payments for periodic settlements, purchases, maturities and terminations as well as liquid assets pledged as collateral related to any decline in the net estimated fair value. Collateral calls represent one of our biggest drivers for liquidity needs for our insurance subsidiaries. Historically, we have managed our liquidity needs related to our derivative portfolio at AXA Financial and AXA RE Arizona on a combined basis. Due to the limited size of the AXA RE Arizona investment portfolio, we have historically supported its collateral funding needs through AXA Financial’s commercial paper program. Following the GMxB Unwind, which was effected on April 12, 2018, our derivatives contracts reside primarily within AXA Equitable Life. As AXA Equitable Life has a significantly larger investment portfolio than AXA RE Arizona had, we anticipate a reduced need for overall liquidity going forward.
FHLB Membership
AXA Equitable Life is a member of the Federal Home Loan Bank of New York (“FHLBNY”), which provides AXA Equitable Life with access to collateralized borrowings and other FHLBNY products. At March 31, 2018 , we had $500 million of outstanding short-term funding agreements and $2.5 billion of long-term outstanding funding agreements issued to the FHLBNY and had posted $4.5 billion securities as collateral for funding agreements. In addition, AXA Equitable Life implemented a hedge


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to lock in the funding agreements borrowing rate, and $13 million of hedge impact was reported as funding agreement carrying value. MLOA also became a member of the Federal Home Loan Bank of San Francisco in February 2018.
Sources and Uses of Liquidity of our Investment Management and Research Segment
The principal sources of liquidity for our Investment Management and Research business include investment management fees and borrowings under its revolving credit facility and commercial paper program. The principal uses of liquidity include general and administrative expenses, business financing and distributions to holders of AB Units and AB Holding Units plus interest and debt service. The primary liquidity risk for our fee-based Investment Management and Research business is its profitability, which is impacted by market conditions and our investment management performance.
AB has a $1.0 billion committed, unsecured senior revolving credit facility (the “AB Credit Facility”) with a group of commercial banks and other lenders, which matures on October 22, 2019. The credit facility provides for possible increases in the principal amount by up to an aggregate incremental amount of $250 million . Any such increase is subject to the consent of the affected lenders. The AB Credit Facility is available for AB and SCB LLC, for business purposes, including the support of AB’s $1.0 billion commercial paper program. Both AB and SCB LLC can draw directly under the AB Credit Facility and AB management expects to draw on the AB Credit Facility from time to time. AB has agreed to guarantee the obligations of SCB LLC under the AB Credit Facility.
The AB Credit Facility contains affirmative, negative and financial covenants, which are customary for facilities of this type, including, among other things, restrictions on dispositions of assets, restrictions on liens, a minimum interest coverage ratio and a maximum leverage ratio. As of March 31, 2018 , AB was in compliance with these covenants. The AB Credit Facility also includes customary events of default (with customary grace periods, as applicable), including provisions under which, upon the occurrence of an event of default, all outstanding loans may be accelerated and/or lender’s commitments may be terminated. Also, under such provisions, upon the occurrence of certain insolvency- or bankruptcy-related events of default, all amounts payable under the AB Credit Facility would automatically become immediately due and payable, and the lender’s commitments would automatically terminate.
As of March 31, 2018 and December 31, 2017 , AB and SCB LLC had no amounts outstanding under the AB Credit Facility. During the first three months of 2018 and the full year 2017 , AB and SCB LLC did not draw upon the AB Credit Facility.
AB has a $200 million , unsecured 364-day senior revolving credit facility (the “AB Revolver”) with a leading international bank and the other lending institutions that may be party thereto. The AB Revolver is available for AB’s and SCB LLC’s business purposes, including the provision of additional liquidity to meet funding requirements primarily related to SCB LLC’s operations. Both AB and SCB LLC can draw directly under the AB Revolver and management expects to draw on the AB Revolver from time to time. AB has agreed to guarantee the obligations of SCB LLC under the AB Revolver. The AB Revolver contains affirmative, negative and financial covenants that are identical to those of the AB Credit Facility. As of March 31, 2018 , AB had no amounts outstanding under the AB Revolver. As of December 31, 2017 , AB had $75 million outstanding under the AB Revolver. Average daily borrowing of the AB Revolver during the first three months of 2018 and full year 2017 were $22 million and $21 million , respectively, with weighted average interest rates of approximately 2.4% and 2.0% , respectively.
In addition, SCB LLC also has three uncommitted lines of credit with three financial institutions. Two of these lines of credit permit us to borrow up to an aggregate of $175 million , with AB named as an additional borrower, while the other line has no stated limit. As of March 31, 2018 and December 31, 2017 , SCB LLC had no bank loans outstanding. Average daily borrowings of bank loans during first three months of 2018 and full year 2017 were $3 million and $5 million , respectively with weighted average interest rates of approximately 1.5% and 1.4% , respectively.
Consolidated Cash Flows Analysis
We believe that cash flows from our operations on a consolidated basis are adequate to satisfy current liquidity requirements. The continued adequacy of our liquidity will depend upon factors such as future market conditions, changes in interest rate levels, policyholder perceptions of our financial strength, policyholder behavior, the effectiveness of our hedging programs, catastrophic events and the relative safety and attractiveness of competing products. Changes in any of these factors may result in reduced or increased cash outflows. Our cash flows from investment activities result from repayments of principal, proceeds


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from maturities and sales of invested assets and investment income, net of amounts reinvested. The primary liquidity risks with respect to these cash flows are the risk of default by debtors or bond insurers, our counterparties’ willingness to extend repurchase agreements, commitments to invest and market volatility. We closely manage these risks through our asset/liability management process and regular monitoring of our liquidity position. Our primary sources and uses of liquidity and capital are summarized below.
 
Three Months Ended March 31,
 
2018
 
2017
 
(in millions)
Cash and Cash Equivalents, beginning of period
$
4,814

 
$
5,654

Net cash provided by (used in) operating activities
(264
)
 
72

Net cash provided by (used in) investing activities
459

 
(2,899
)
Net cash provided by financing activities
1,074

 
2,630

Effect of exchange rates
8

 
8

Cash and Cash Equivalents, end of period
$
6,091

 
$
5,465

First Quarter 2018 Compared to First Quarter 2017
Cash and cash equivalents of $6.1 billion at March 31, 2018 increased $0.6 billion from $5.5 billion at March 31, 2017.
Net cash used in operating activities was $264 million in the first quarter of 2018 , $336 million more usage than the $72 million net cash provided by operating activities in the first quarter of 2017 . Cash flows from operating activities include such sources as premiums, investment management and advisory fees and investment income offset by such uses as life insurance benefit payments, policyholder dividends, compensation payments, other cash expenditures and tax payments.
Net cash provided by investing activities was $459 million in the first quarter of 2018 ; $3.4 billion higher than the $2.9 billion net cash used in investing activities in the first quarter of 2017 . The increase was primarily related to $1.8 billion higher net sale of investments and $1.3 billion higher cash inflows from cash settlement related to derivatives as compared to the first quarter of 2017 .
Cash flows provided by financing activities were $1.1 billion in the first quarter of 2018 ; $1.5 billion lower than the $2.6 billion net cash provided by financing activities in the first quarter of 2017 . The decrease was primarily driven by $588 million lower net deposits to policyholders’ account balances, $470 million higher cash outflows of net repayment of loans from affiliates and $1.2 billion lower cash inflows from changes in collateral, which was largely offset by $459 million increase of repurchase agreement and commercial paper.
Statutory Capital of Our Insurance Subsidiaries
Our capital management framework is primarily based on statutory RBC standards and the CTE asset standard for our variable annuity business.
RBC requirements are used as minimum capital requirements by the NAIC and the state insurance departments to evaluate the capital condition of regulated insurance companies. RBC is based on a formula calculated by applying factors to various asset, premium, claim, expense and statutory reserve items. The formula takes into account the risk characteristics of the insurer, including asset risk, insurance risk, interest rate risk, market risk and business risk and is calculated on a quarterly basis and made public on an annual basis. The formula is used as an early warning regulatory tool to identify possible inadequately capitalized insurers for purposes of initiating regulatory action, and not as a means to rank insurers generally. These rules apply to our insurance subsidiaries and not to Holdings. State insurance laws provide insurance regulators the authority to require various actions by, or take various actions against, insurers whose total adjusted capital does not meet or exceed certain RBC


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levels. At the date of the most recent annual statutory financial statements filed with insurance regulators, the total adjusted capital of each of these insurance company subsidiaries subject to these requirements was in excess of each of those RBC levels.
CTE is a statistical measure of tail risk which quantifies the total asset requirement to sustain a loss if an event outside a given probability level has occurred. In the case of our analysis of variable annuity guarantees, CTE98 denotes the financial resources a company would need to cover the average of the worst 2% of scenarios.
We target an asset level for all variable annuity products at or above a CTE98 level under most economic scenarios. For our non-variable annuity insurance liabilities, we target to maintain an RBC ratio of 350%-400%.
Captive Reinsurance Companies
We use captive reinsurance companies to more effectively manage our reserves and capital on an economic basis and to enable the aggregation and transfer of risks. Our captive reinsurance companies assume business from affiliates only and are closed to new business. All of our captive reinsurance companies are wholly owned subsidiaries and are located in the United States. In addition to state insurance regulation, our captives are subject to internal policies governing their activities. We continue to analyze the use of our existing captive reinsurance structures, as well as additional third-party reinsurance arrangements. On April 12, 2018, we effected an unwind of certain of our existing captive reinsurance structures as described below.
Unwind of Reinsurance of GMxB Business with a Captive Reinsurer
On April 12, 2018, we effected an unwind of our existing captive reinsurance structure between AXA Equitable Life and a captive reinsurer, AXA RE Arizona, an indirectly wholly owned subsidiary of Holdings. AXA Equitable Life ceded to AXA RE Arizona a 100% quota share of all liabilities for variable annuities with GMxB riders issued on or after January 1, 2006 and in-force on September 30, 2008 (the “GMxB Business”) and a 100% quota share of all liabilities for variable annuities with GMIB riders issued on or after May 1, 1999 through August 31, 2005 in excess of the liability assumed by two unaffiliated reinsurers, which are subject to certain maximum amounts or limitations on aggregate claims. AXA RE Arizona also reinsures a 90% quota share of level premium term insurance issued by AXA Equitable Life on or after March 1, 2003 through December 31, 2008 and lapse protection riders under certain series of universal life insurance policies issued by AXA Equitable Life on or after June 1, 2003 through June 30, 2007.
In connection with the GMxB Unwind, all of the business previously reinsured to AXA RE Arizona, with the exception of the GMxB Business, was novated on April 12, 2018 to EQ AZ Life Re, a newly formed captive insurance company organized under the laws of Arizona, an indirectly and wholly owned by Holdings. Following the novation of business to EQ AZ Life Re, AXA RE Arizona, holding only the GMxB Business, was merged with and into AXA Equitable Life. As a result of the merger, the reinsurance by AXA RE Arizona of the GMxB Business will no longer be in place. Following AXA RE Arizona’s merger with and into AXA Equitable Life, the GMxB Business is not subject to any new internal or third-party reinsurance arrangements, though in the future AXA Equitable Life may reinsure the GMxB Business with third parties.
Description of Certain Indebtedness
Historically, our insurance companies have relied on AXA for most of our financing, either through internal loans or guarantees. In connection with the IPO, we have put in place a stand-alone financing strategy at Holdings targeting an overall indebtedness level in line with our U.S. public company peers. AB historically has been self-reliant for its financing, and we expect AB will remain so in its financing activities going forward. As of March 31, 2018 , our total short-term and long-term external debt on a consolidated basis was $2.4 billion .


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The following table sets forth our total consolidated borrowings as of the dates indicated. Our financial strategy going forward will remain subject to market conditions and other factors.
 
March 31, 2018
 
December 31, 2017
 
Holdings and AXA Financial
 
AXA
Equitable
Life (1)
 
AB
 
Consolidated
 
Holdings and AXA Financial
 
AXA
Equitable
Life
 
AB
 
Consolidated
 
(in millions)
Short-term and long-term debt
 
 
 
 
 
 
 
 
 
 
 
 
Commercial paper
$
1,534

 
$
—

 
$
490

 
$
2,024

 
$
1,290

 
$
—

 
$
491

 
$
1,781

AB Revolver
—

 
—

 
—

 
—

 
—

 
—

 
75

 
75

Long-term debt
349

 
—

 
—

 
349

 
349

 
203

 
—

 
552

Total short-term and long-term debt
1,883

 
—

 
490

 
2,373

 
1,639

 
203

 
566

 
2,408

Loans from affiliates
 
 
 
 
 
 
 
 
 
 
 
 
Loans from affiliates
2,530

 
—

 
—

 
2,530

 
3,622

 
—

 
—

 
3,622

Total borrowings
$
4,413

 
$
—

 
$
490

 
$
4,903

 
$
5,261

 
$
203

 
$
566

 
$
6,030

(1)
In March 2018, AXA Equitable Life sold its interest in two real estate joint ventures to AXA France for a total purchase price of approximately $143 million , which resulted in the elimination of the $203 million long-term debt shown in this column on Holdings’ consolidated balance sheet for the first quarter of 2018 .
In February 2018, we entered into a $3.9 billion two-year senior unsecured delayed draw term loan agreement, a $500 million three-year senior unsecured delayed draw term loan agreement and a $2.5 billion five-year senior unsecured revolving credit facility (collectively, the “Credit Facilities”), which may provide significant support to our liquidity position when alternative sources of credit are limited. The Credit Facilities contain certain administrative, reporting, legal and financial covenants, including requirements to maintain a specified minimum consolidated net worth and to maintain a ratio of indebtedness to total capitalization not in excess of a specified percentage, and limitations on the dollar amount of indebtedness that may be incurred by our subsidiaries and the dollar amount of secured indebtedness that may be incurred by the Company, which could restrict our operations and use of funds. Borrowings under the term loan agreements may be made only prior to this offering. In April 2018, we terminated the two-year term loan agreement, and, in May 2018, we borrowed $300 million under the three-year term loan agreement. In addition to the Credit Facilities, we entered into letter of credit facilities with an aggregate principal amount of approximately $1.9 billion , primarily to be used to support our life insurance business reinsured to EQ AZ Life Re following the GMxB Unwind. In April 2018, we also issued $3.8 billion in aggregate principal amount of notes (consisting of $800 million aggregate principal amount of 3.900% Senior Notes due 2023, $1.5 billion aggregate principal amount of 4.350% Senior Notes due 2028 and $1.5 billion aggregate principal amount of 5.000% Senior Notes due 2048) to third party investors.
The right to borrow funds under the Credit Facilities is subject to the fulfillment of certain conditions, including compliance with all covenants, and the ability to borrow thereunder is also subject to the continued ability of the lenders that are or will be parties to the Credit Facilities to provide funds. For additional information regarding the covenants in our Credit Facilities and the conditions to borrowing thereunder, see “Risk Factors” in the Prospectus.
Ratings
Financial strength ratings (which are sometimes referred to as “claims-paying” ratings) and credit ratings are important factors affecting public confidence in an insurer and its competitive position in marketing products. Our credit ratings are also important for our ability to raise capital through the issuance of debt and for the cost of such financing.


130

A downgrade of our debt ratings could affect our ability to raise additional debt with terms and conditions similar to our current debt, and accordingly, likely increase our cost of capital. In addition, a downgrade of these ratings could make it more difficult to raise capital to refinance any maturing debt obligations, to support business growth at our insurance subsidiaries and to maintain or improve the current financial strength ratings of our principal insurance subsidiaries. Upon announcement of AXA’s plan to pursue the IPO and the filing of the initial Form S-1 on November 13, 2017, AXA Equitable Life’s and AXA Financial’s ratings were downgraded by AM Best, S&P and Moody’s. The downgrades reflected the removal of the uplift associated with assumed financial support from AXA.
Financial strength ratings represent the opinions of rating agencies regarding the financial ability of an insurance company to meet its obligations under an insurance policy. Credit ratings represent the opinions of rating agencies regarding an entity’s ability to repay its indebtedness. The following table summarizes the ratings for Holdings and certain of its subsidiaries.
 
AM Best
 
S&P
 
Moody’s
Last review date
3/7/2018
 
3/6/2018
 
4/11/2018
Financial Strength Ratings:
 
 
 
 
 
AXA Equitable Life
A
 
A+
 
A2
MLOA
A
 
A+
 
A2
 
 
 
 
 
 
Credit Ratings:
 
 
 
 
 
Holdings
—
 
BBB+
 
Baa2
AXA Financial
bbb+
 
BBB+
 
Baa2
Last Review Date
 
 
12/29/2017
 
5/17/2017
AB
—
 
A
 
A2


SUPPLEMENTARY INFORMATION
We are involved in a number of ventures and transactions with AXA and certain of its affiliates. See Note 12 of the Notes to Consolidated Financial Statements included herein.
Contractual Obligations
Our consolidated contractual agreements include policyholder obligations, long-term debt, commercial paper, loans from affiliates, employee benefits, operating leases and various funding commitments. See “Supplementary Information – Contractual Obligations” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Prospectus for additional information.
Off-Balance Sheet Arrangements
At March 31, 2018, the Company was not a party to any off-balance sheet transactions other than those guarantees and commitments described in Note 14 of the Notes to Consolidated Financial Statements included herein.


131

Summary of Critical Accounting Policies
The preparation of financial statements in conformity with U.S. GAAP requires management to adopt accounting policies and make estimates and assumptions that affect amounts reported in our consolidated financial statements included elsewhere herein. For a discussion of our significant accounting policies, see Note 2 of Notes to Consolidated Financial Statements. The most critical estimates include those used in determining:
•
liabilities for future policy benefits;
•
accounting for reinsurance;
•
capitalization and amortization of DAC;
•
estimated fair values of investments in the absence of quoted market values and investment impairments;
•
estimated fair values of freestanding derivatives and the recognition and estimated fair value of embedded derivatives requiring bifurcation;
•
goodwill and related impairment;
•
measurement of income taxes and the valuation of deferred tax assets; and
•
liabilities for litigation and regulatory matters.
In applying our accounting policies, we make subjective and complex judgments that frequently require estimates about matters that are inherently uncertain. Many of these policies, estimates and related judgments are common in the insurance and financial services industries while others are specific to our business and operations. Actual results could differ from these estimates.
As previously reported, we identified two material weaknesses in the design and operation of our internal control over financial reporting. Our management has concluded that we do not (1) maintain effective controls to timely validate that actuarial models are properly configured to capture all relevant product features and to provide reasonable assurance, timely reviews of assumptions and data have occurred; and (2) maintain sufficient experienced personnel to prepare the Company’s consolidated financial statements and to verify that consolidating and adjusting journal entries were completely and accurately recorded to the appropriate accounts or segments. We are currently in the process of remediating these material weaknesses by taking steps to (i) validate all existing actuarial models and valuation systems as well as to improve controls and processes around our assumption and data process and (ii) strengthen the control function related to the financial closing process. Although we plan to complete these remediation processes as quickly as possible, we cannot at this time estimate when the remediations will be completed.
A discussion of each of the critical accounting estimates may be found in the Prospectus in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates — Application of Critical Accounting Estimates.”

Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes to the quantitative and qualitative disclosures about market risk described in the Prospectus in “Quantitative and Qualitative Disclosures About Market Risk”.


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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The management of the Company, with the participation of the Company’s Chief Executive Officer (CEO) and Chief Financial Officer (CFO), has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of March 31, 2018. This evaluation is performed to determine if our disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Securities and Exchange Act of 1934, as amended, is accumulated and communicated to management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms.
As previously reported, the Company identified two material weaknesses in the design and operation of the Company’s internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis. The Company’s management, including the Company’s CEO and CFO, have concluded that we do not (i) maintain effective controls to timely validate actuarial models are properly configured to capture all relevant product features and to provide reasonable assurance timely reviews of assumptions and data have occurred, and, as a result, errors were identified in future policyholders’ benefits and deferred policy acquisition costs balances; and (ii) maintain sufficient experienced personnel to prepare the Company’s consolidated financial statements and to verify consolidating and adjusting journal entries were completely and accurately recorded to the appropriate accounts or segments and, as a result, errors were identified in the consolidated financial statements, including in the presentation and disclosure between the operating and financing sections of the statements of cash flows. These material weaknesses resulted in misstatements in the Company’s previously issued annual and interim financial statements and resulted in (i) the restatement of the annual financial statements for the year ended December 31, 2016, the restatements of the interim financial statements for the nine months ended September 30, 2017 and for the six months ended June 30, 2017, the revision of the annual financial statements for the year ended December 31, 2015 and the revision of the interim financial statements for the nine months ended September 30, 2016 and for the six months ended June 30, 2016, in each case that were reported in the preliminary prospectus included in the first amendment of our Form S-1 registration statement filed on February 14, 2018 and (ii) the restatement of the interim financial statements for the six months ended June 30, 2017 and the revision of the annual financial statements for the years ended December 31, 2016, 2015 and 2014 and the interim financial statements for the six months ended June 30, 2016, in each case that were reported in the preliminary prospectus included in our initial Form S-1 registration statement filed on November 13, 2017. Until remedied, these material weaknesses could result in a misstatement of the Company’s consolidated financial statements or disclosures that would result in a material misstatement to the Company’s annual or interim financial statements that would not be prevented or detected.
Due to these material weaknesses, the Company’s management, including the Company’s CEO and CFO, concluded that the Company’s disclosure controls and procedures were not effective as of March 31, 2018.
Since identifying the material weakness related to our actuarial models, we have been, and are currently in the process of, remediating by taking steps to validate all existing actuarial models and valuation systems as well as to improve controls and processes around our assumption and data process. These steps include verifying inputs and unique algorithms, ensuring alignment with documented accounting standards and verifying assumptions used in our models are consistent with documented assumptions and data is reliable. The remediation efforts are being performed by our internal model risk team (which is separate from our modeling and valuation teams), as supported by third party firms. We will continue to enhance controls to ensure our models, including assumptions and data, are revalidated on a fixed calendar schedule and that new model changes and product features are tested through our internal model risk team prior to adoption within our models and systems. Although we plan to complete this remediation process as quickly as possible, we cannot at this time estimate when the remediation will be completed.


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Since identifying the material weakness related to our journal entry process, we have been, and are currently in the process of, remediating by taking steps to strengthen the control function related to our financial closing process. These steps include recruiting additional personnel, retaining external expert resources, further automating entries where possible, enhancing the design of certain management review controls and providing training regarding internal control processes. We will continue to enhance controls to ensure the financial closing process is effectively implemented. Although we plan to complete this remediation process as quickly as possible, we cannot at this time estimate when the remediation will be completed.
Changes in Internal Control Over Financial reporting
As described above, the Company has designed and implemented additional controls in connection with its remediation plan. Other than these additional controls, there were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 for the quarter ended March 31, 2018 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.



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PART II OTHER INFORMATION
Item 1.    Legal Proceedings
See Note 14 of Notes to Consolidated Financial Statements contained herein. Except as disclosed in Note 14 of Notes to Consolidated Financial Statements, there have been no new material legal proceedings and no new material developments in legal proceedings previously reported in the Prospectus.
Item 1A. Risk Factors
You should carefully consider the risks described in the “Risk Factors” section included in the Prospectus. These risks could materially affect our business, consolidated results of operations or financial condition. These risks are not exclusive, and additional risks to which we are subject include, but are not limited to, the factors mentioned under “Forward-Looking Statements” above and the risks of our businesses described elsewhere in this Quarterly Report on Form 10-Q.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds
NONE.
Item 3.    Defaults Upon Senior Securities
NONE.
Item 4.    Mine Safety Disclosures
NONE.
Item 5.    Other Information
Iran Threat Reduction and Syria Human Rights Act
Holdings and its subsidiaries had no transactions or activities requiring disclosure under the Iran Threat Reduction and Syria Human Rights Act (“Iran Act”), nor were we involved in the AXA Group matters described immediately below.
The non-U.S. based subsidiaries of AXA operate in compliance with applicable laws and regulations of the various jurisdictions in which they operate, including applicable international (United Nations and European Union) laws and regulations. While AXA Group companies based and operating outside the United States generally are not subject to U.S. law, as an international group, AXA has in place policies and standards (including the AXA Group International Sanctions Policy) that apply to all AXA Group companies worldwide and often impose requirements that go well beyond local law.
AXA has informed us that AXA Konzern AG, an AXA insurance subsidiary organized under the laws of Germany, provides car, accident and health insurance to diplomats based at the Iranian Embassy in Berlin, Germany. The total annual premium of these policies is approximately $139,700 before tax and the annual net profit arising from these policies, which is difficult to calculate with precision, is estimated to be $26,000. These policies were underwritten by a broker who specializes in providing insurance coverage for diplomats.
In addition, AXA has informed us that AXA Insurance Ireland, an AXA insurance subsidiary, provides statutorily required car insurance under four separate policies to the Iranian Embassy in Dublin, Ireland. AXA has informed us that compliance with the Declined Cases Agreement of the Irish Government prohibits the cancellation of these policies unless another insurer is


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willing to assume the coverage. The total annual premium for these policies is approximately $6,268 and the annual net profit arising from these policies, which is difficult to calculate with precision, is estimated to be $764.
Also, AXA has informed us that AXA Sigorta, a subsidiary of AXA organized under the laws of Turkey, provides car insurance coverage for vehicle pools of the Iranian General Consulate and the Iranian Embassy in Istanbul, Turkey. Motor liability insurance coverage is mandatory in Turkey and cannot be canceled unilaterally. The total annual premium in respect of these policies is approximately $3,150 and the annual net profit, which is difficult to calculate with precision, is estimated to be $473.
Additionally, AXA has informed us that AXA Winterthur, an AXA insurance subsidiary organized under the laws of Switzerland, provides Naftiran Intertrade, a wholly-owned subsidiary of the Iranian state-owned National Iranian Oil Company, with life, disability and accident coverage for its employees. The provision of these forms of coverage is mandatory for employees in Switzerland. The total annual premium of these policies is approximately $373,668 and the annual net profit arising from these policies, which is difficult to calculate with precision, is estimated to be $56,000.
Lastly, AXA has informed us that AXA Egypt, an AXA insurance subsidiary organized under the laws of Egypt, provides the Iranian state-owned Iran Development Bank two life insurance contracts, covering individuals who have loans with the bank. The total annual premium of these policies is approximately $34,446 and annual net profit arising from these policies, which is difficult to calculate with precision, is estimated to be $3,500.
The aggregate annual premium for the above-referenced insurance policies is approximately $557,232, representing approximately 0.0006% of AXA’s 2017 consolidated revenues, which exceed $100 billion. The related net profit, which is difficult to calculate with precision, is estimated to be $86,737, representing approximately 0.001% of AXA’s 2017 aggregate net profit.


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Item 6.    Exhibits 
Number
Description and Method of Filing
 
 


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Number
Description and Method of Filing
10.21 †#
10.25 †#
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document

____________________________________
# Filed herewith.
† Identifies each management contract or compensatory plan or arrangement.


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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, AXA Equitable Holdings, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Date: June 19, 2018
AXA Equitable Holdings, Inc.
 
 
 
 
 
By:
/s/ Anders Malmström
 
 
 
Name:
Anders Malmström
 
 
 
Title:
Senior Executive Vice President
 
 
 
 
and Chief Financial Officer
 
 
 
 
Date: June 19, 2018
 
 
/s/ Andrea Nitzan
 
 
 
Name:
Andrea Nitzan
 
 
 
Title:
Senior Vice President,
 
 
 
 
Chief Accounting Officer and Controller



139


AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
AXA EQUITABLE HOLDINGS, INC.

AXA Equitable Holdings, Inc., a corporation organized and existing under and by virtue of the laws of the State of Delaware (the “ Corporation ”), hereby certifies as follows:
1.    The present name of the Corporation is AXA Equitable Holdings, Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on May 19, 2003, and the name under which the Corporation was originally incorporated was AXA Acquisition Co.
2.    This Amended and Restated Certificate of Incorporation of the Corporation restates and integrates, and also further amends, the provisions of the Certificate of Incorporation of the Corporation, as heretofore amended.
3.    This Amended and Restated Certificate of Incorporation of the Corporation has been duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “ DGCL ”). Stockholder approval of the adoption of this Amended and Restated Certificate of Incorporation of the Corporation was effected by written consent in accordance with Section 228 of the DGCL.
4.    Pursuant to Sections 242 and 245 of the DGCL, the text of the Certificate of Incorporation of the Corporation, as heretofore amended, is hereby amended and restated to read in its entirety as follows:

FIRST . Name . The name of the Corporation is AXA Equitable Holdings, Inc.

SECOND . Registered Office . The Corporation’s registered office in the State of Delaware is Corporation Service Company, 251 Little Falls Drive, City of Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

THIRD . Purpose . The nature of the business of the Corporation and its purpose is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

FOURTH . Capital Stock . The total number of shares of stock which the Corporation shall have authority to issue is 2,200,000,000, consisting of: ( x ) 2,000,000,000 shares of common stock, par value $0.01 per share (the “ Common Stock ”) and ( y ) 200,000,000 shares of preferred stock, par value $1.00 per share (the “ Preferred Stock ”), issuable in one or more series as hereinafter provided. The number of authorized shares of Common Stock or Preferred Stock, or any class or series thereof, may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of at least a majority of the voting power of the stock of the Corporation entitled to vote generally in the election of directors irrespective of the provisions of Section 242(b)(2) of the DGCL or any corresponding provision hereinafter enacted.

1. Provisions Relating to the Common Stock .

(a) Except as otherwise provided in this Amended and Restated Certificate of Incorporation or by the DGCL, each holder of shares of Common Stock shall be entitled, with respect to each share of Common Stock held by such holder, to one vote in person or by proxy on all matters submitted to a vote of the holders of Common Stock, whether voting separately as a class or otherwise.

(b) Subject to the rights, powers and preferences, if any, applicable to shares of Preferred Stock or any series thereof, the holders of shares of Common Stock shall be entitled to receive such dividends and other distributions in cash, property, stock or otherwise as may be declared thereon by the Board of Directors at any time and from time to time out of assets or funds of the Corporation legally available therefor and shall share equally on a per share basis in such dividends and distributions.

(c) In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation, and subject to the rights, powers and preferences, if any, applicable to shares of Preferred Stock or any series thereof, the holders of shares of Common Stock shall be entitled to receive all of the remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of shares of Common Stock held by them.

2. Provisions Relating to the Preferred Stock .




(a) The Preferred Stock may be issued at any time and from time to time in one or more series. The Board of Directors is hereby expressly authorized to provide, out of unissued shares of Preferred Stock that have not been designated as to series, for the issuance of shares of Preferred Stock in one or more series and, by resolution adopted in accordance with law and by filing a certificate of designation pursuant to the applicable provisions of the DGCL (hereinafter referred to as a “ Preferred Stock Certificate of Designation ”), to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers (including voting powers, full or limited, if any), preferences and the relative participating, optional or other special rights thereof, and the qualifications, limitations and restrictions thereof, of shares of each such series, including, without limitation, dividend rights, dividend rates, conversion rights, voting rights, terms of redemption and liquidation preferences. The powers, preferences and relative, participating, optional and other special rights of each series of Preferred Stock and the qualifications, limitations and restrictions thereof, in any, may be different from those of any and all other series at any time outstanding. Any shares of any series of Preferred Stock purchased, exchanged, converted or otherwise acquired by the Corporation, in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock, without designation as to series, and may be reissued as part of any series of Preferred Stock created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth in this Amended and Restated Certificate of Incorporation or in such resolution or resolutions.

(b) Except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Amended and Restated Certificate of Incorporation or to a Preferred Stock Certificate of Designation that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other series of Preferred Stock, to vote thereon pursuant to this Amended and Restated Certificate of Incorporation or a Preferred Stock Certificate of Designation or pursuant to the DGCL as currently in effect or as the same may hereafter be amended.

3. Voting in Election of Directors . Except as may be required by the DGCL or as provided in this Amended and Restated Certificate of Incorporation or in a Preferred Stock Certificate of Designation, holders of Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes, and holders of Preferred Stock shall not be entitled to vote on any matter or receive notice of any meeting of stockholders.

FIFTH . Management of Corporation . The following provisions are inserted for the management of the business, for the conduct of the affairs of the Corporation and for the purpose of creating, defining, limiting and regulating the powers of the Corporation and its directors and stockholders:

1. Except as may otherwise be provided by law, this Amended and Restated Certificate of Incorporation or the By-laws of the Corporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

2. Subject to any rights granted to the holders of shares of any class or series of Preferred Stock then outstanding to elect additional directors under specified circumstances and the terms and conditions of the Shareholder Agreement, dated as of May 4, 2018, between the Corporation and AXA S.A. (“ AXA ”) (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “ Shareholder Agreement ”), the number of directors of the Corporation shall be fixed, and may be altered from time to time, exclusively by resolution of the Board of Directors, but in no event may the number of directors of the Corporation be less than one.

3. Subject to any rights granted to the holders of shares of any class or series of Preferred Stock then outstanding to remove directors elected by such class or series of Preferred Stock and the terms and conditions of the Shareholder Agreement, a director may be removed at any time, either with or without cause, upon the affirmative vote of the holders of at least a majority of the outstanding shares of Common Stock then entitled to vote in an election of directors.

4. Subject to any rights granted to the holders of shares of any class or series of Preferred Stock then outstanding to elect additional directors or fill vacancies in respect of such directors under specified circumstances and the terms and conditions of the Shareholder Agreement, and except as otherwise provided by law, any vacancy in the Board of Directors that results from ( x ) the death, disability, resignation or disqualification of any director shall be filled by an affirmative vote of at least a majority of the directors then in office, even if less than a quorum, or by a sole remaining director and ( y ) an increase in the number of directors or the removal of any director shall be filled ( a ) until the first date (the “ Trigger Date ”) on which AXA ceases to beneficially own (directly or indirectly) more than fifty percent (50%) of the outstanding shares of Common Stock, solely by an affirmative vote of the holders of at least a majority of the outstanding shares of Common Stock entitled to vote in an election of directors and ( b ) from and after the Trigger Date, by an affirmative vote of at least a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. A director




elected to fill a vacancy or a newly created directorship shall hold office until his or her successor has been elected and qualified or until his or her earlier death, resignation or removal.

5. Notwithstanding anything contained in this Amended and Restated Certificate of Incorporation or the By-laws of the Corporation, any action taken by the Compensation Committee, the Nominating and Governance Committee or the Executive Committee of the Board of Directors shall be taken in accordance with, and remain subject to in all respects, the terms and conditions of the Shareholder Agreement.

6. No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of his or her fiduciary duty as a director, except that such directors may be liable ( a ) for breach of the director’s duty of loyalty to the Corporation or its stockholders, ( b ) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of the law, ( c ) under Section 174 of the DGCL or ( d ) for any transaction from which the director derived an improper personal benefit.

7. To the fullest extent permitted by the DGCL, the Corporation shall indemnify and advance expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred, to each person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that the person is or was a director of the Corporation; provided that, except as otherwise provided in the By-laws of the Corporation, the Corporation shall not be obligated to indemnify or advance expenses to a director of the Corporation in respect of an action, suit or proceeding (or part thereof) instituted by such director, unless such action, suit or proceeding (or part thereof) has been authorized by the Board of Directors. The rights provided by this Section 7 of Article FIFTH shall not limit or exclude any rights, indemnities or limitations of liability to which any director of the Corporation may be entitled, whether as a matter of law, under the By-laws of the Corporation, by agreement, vote of the stockholders or disinterested directors of the Corporation or otherwise.

8. Unless and except to the extent the By-laws shall so require, the election of directors of the Corporation need not be by written ballot.

SIXTH . Stockholder Action by Written Consent . Any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders and may not be taken by written consent of the stockholders; provided , however , that this Article SIXTH shall not become effective until the Trigger Date. Notwithstanding the foregoing, holders of one or more classes or series of Preferred Stock may, to the extent permitted by and pursuant to the terms of such class or series of Preferred Stock adopted by resolution or resolutions of the Board of Directors, act by written consent.

SEVENTH . Special Meetings . Except as otherwise required by law and subject to any rights granted to holders of shares of any class or series of Preferred Stock then outstanding, special meetings of the stockholders of the Corporation for any purpose or purposes may be called only by the Chairman of the Board of Directors or Chief Executive Officer or pursuant to a resolution of the Board of Directors adopted by at least a majority of the directors then in office; provided that, until the Trigger Date, a special meeting of the stockholders may also be called by the Secretary of the Corporation at the request of the holders of record of at least a majority of the outstanding shares of Common Stock. From and after the Trigger Date, the stockholders of the Corporation shall not have the power to call a special meeting of the stockholders of the Corporation or to request the Secretary of the Corporation to call a special meeting of the stockholders.

EIGHTH . Business Opportunities . To the fullest extent permitted by Section 122(17) of the DGCL (or any successor provision) and except as may be otherwise expressly agreed in writing by the Corporation and AXA, the Corporation, on behalf of itself and its subsidiaries, renounces and waives any interest or expectancy of the Corporation and its subsidiaries in, or in being offered an opportunity to participate in, directly or indirectly, any potential transactions, matters or business opportunities (including, without limitation, any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Corporation or any of its subsidiaries or any dealings with customers or clients of the Corporation or any of its subsidiaries) that are from time to time presented to AXA or any of its respective officers, directors, employees, agents, stockholders, members, partners, affiliates or subsidiaries (other than the Corporation and its subsidiaries), even if the transaction, matter or opportunity is one that the Corporation or its subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so. Neither AXA nor its respective officers, directors, employees, agents, stockholders, members, partners, affiliates or subsidiaries shall be liable to the Corporation or any of its subsidiaries for breach of any fiduciary or other duty, as a director or officer or otherwise, by reason of the fact that such person pursues, acquires or participates in such business opportunity, directs such business opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to the Corporation or its subsidiaries, unless, in the case of any such




person who is a director or officer of the Corporation, such business opportunity is expressly offered to such director or officer in writing solely in his or her capacity as a director or officer of the Corporation. Any person purchasing or otherwise acquiring any interest in any shares of capital stock of the Corporation shall be deemed to have notice of and have consented to the provisions of this Article EIGHTH. Neither the alteration, amendment or repeal of this Article EIGHTH, nor the adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with this Article EIGHTH, nor, to the fullest extent permitted by Delaware law, any modification of law, shall eliminate or reduce the effect of this Article EIGHTH in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Article EIGHTH, would accrue or arise, prior to such alteration, amendment, repeal, adoption or modification. If any provision or provisions of this Article EIGHTH shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: ( a ) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article EIGHTH (including, without limitation, each portion of any paragraph of this Article EIGHTH containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and ( b ) to the fullest extent possible, the provisions of this Article EIGHTH (including, without limitation, each such portion of any paragraph of this Article EIGHTH containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Corporation to the fullest extent permitted by law. This Article EIGHTH shall not limit any protections or defenses available to, or indemnification or advancement rights of, any director or officer of the Corporation under this Amended and Restated Certificate of Incorporation, the By-laws of the Corporation, applicable law, any agreement or otherwise.

NINTH . Section 203 of the DGCL . The Corporation elects not to be governed by Section 203 of the DGCL (“ Section 203 ”), as permitted under and pursuant to subsection (b)(3) of Section 203, until the first date on which AXA ceases to beneficially own (directly or indirectly) at least five percent (5%) of the outstanding shares of Common Stock. From and after such date, the Corporation shall be governed by Section 203 so long as Section 203 by its terms would apply to the Corporation.

TENTH . Amendment of the Certificate of Incorporation . Subject to the terms and conditions of the Shareholder Agreement, the Corporation reserves the right to amend, alter or repeal any provision contained in this Amended and Restated Certificate of Incorporation in the manner now or hereafter prescribed by the DGCL, and all rights herein conferred upon stockholders or directors are granted subject to this reservation; provided , however , that any amendment, alteration or repeal of Sections 6 or 7 of Article FIFTH shall not adversely affect any right or protection of a director existing under this Amended and Restated Certificate of Incorporation at the time of such amendment, alteration or repeal and shall not increase the liability of a director thereunder in respect of any act or omission occurring prior to the time of such amendment, alteration or repeal. Notwithstanding anything to the contrary contained in this Amended and Restated Certificate of Incorporation, and notwithstanding that a lesser percentage may be permitted from time to time by applicable law, no provision of Articles FIFTH, SIXTH, SEVENTH, EIGHTH, NINTH, this Article TENTH and Articles ELEVENTH and TWELFTH may be amended, altered or repealed in any respect, nor may any provision or by-law inconsistent therewith be adopted, unless in addition to any other vote required by this Amended and Restated Certificate of Incorporation or otherwise required by law, ( a ) until the Trigger Date, such amendment, alteration or repeal is approved by the affirmative vote of the holders of at least a majority of the outstanding shares of Common Stock then entitled to vote at any annual or special meeting of stockholders, and ( b ) from and after the Trigger Date, such amendment, alteration or repeal is approved by the affirmative vote of the holders of at least two-thirds (66 2⁄3%) of the outstanding shares of Common Stock then entitled to vote at any annual or special meeting of stockholders.

ELEVENTH . Amendment of the By-laws . Subject to the terms and conditions of the Shareholder Agreement and the last sentence of this Article ELEVENTH, in furtherance and not in limitation of the powers conferred by law, the Board of Directors is expressly authorized to amend, alter or repeal the By-laws of the Corporation, without the assent or vote of stockholders of the Corporation. Any amendment, alteration or repeal of the By-laws of the Corporation by the Board of Directors shall require the affirmative vote of at least a majority of the directors then in office. In addition to any other vote otherwise required by law, the stockholders of the Corporation may amend, alter or repeal the By-laws of the Corporation; provided that any such action will require ( a ) until the Trigger Date, the affirmative vote of the holders of at least a majority of the outstanding shares of Common Stock entitled to vote at any annual or special meeting of stockholders and ( b ) from and after the Trigger Date, the affirmative vote of the holders of at least two-thirds (66 2⁄3%) of the outstanding shares of Common Stock entitled to vote at any annual or special meeting of stockholders. In addition, so long as the Shareholder Agreement remains in effect, the Board shall not approve any amendment, alteration or repeal of any provision of the By-laws, or the adoption of any new by-law, that would be contrary to or inconsistent with the then-applicable terms, if any, of the Shareholder Agreement, or this sentence.





TWELFTH . Exclusive Jurisdiction for Certain Actions . Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (the “ Court of Chancery ”) shall, to the fullest extent permitted by law, be the sole and exclusive forum for ( a ) any derivative action or proceeding brought on behalf of the Corporation, ( b ) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee, agent or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, ( c ) any action or proceeding asserting a claim arising out of or pursuant to, or seeking to enforce any right, obligation or remedy under, any provision of the DGCL, or as to which the DGCL confers jurisdiction on the Court of Chancery (including, without limitation, any action asserting a claim arising out of or pursuant to this Amended and Restated Certificate of Incorporation or the By-laws of the Corporation), or ( d ) any action or proceeding asserting a claim governed by the internal affairs doctrine. Any person or entity holding, owning, purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article TWELFTH.

*     *     *

IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Incorporation this
9th day of May, 2018.

 
AXA Equitable Holdings, Inc.
 
 
 
 
 
By:
/s/ Dave S. Hattem
 
 
 
Name:
Dave S. Hattem
 
 
 
Title:
Senior Executive Vice President
 
 
 
 
and General Counsel











AXA EQUITABLE HOLDINGS, INC.
AMENDED AND RESTATED BY-LAWS
Effective as of May 9, 2018







AXA EQUITABLE HOLDINGS, INC.
BY-LAWS
Table of Contents
ARTICLE I
 
 
 
MEETINGS OF STOCKHOLDERS
Section 1.01.
Annual Meetings
1
Section 1.02.
Special Meetings
1
Section 1.03.
Participation in Meetings by Remote Communication
1
Section 1.04.
Notice of Meetings; Waiver of Notice
2
Section 1.05.
Proxies
3
Section 1.06.
Voting Lists
3
Section 1.07.
Quorum
4
Section 1.08.
Voting
4
Section 1.09.
Adjournment
4
Section 1.10.
Organization; Procedure; Inspection of Elections
5
Section 1.11.
Notice of Stockholder Proposals and Nominations
6
ARTICLE II
 
 
 
BOARD OF DIRECTORS
Section 2.01.
General Powers
11
Section 2.02.
Number and Term of Office
11
Section 2.03.
Election of Directors
11
Section 2.04.
Regular Meetings
11
Section 2.05.
Special Meetings
11
Section 2.06.
Notice of Meetings; Waiver of Notice
11
Section 2.07.
Quorum; Voting
12
Section 2.08.
Action by Telephonic Communications
12
Section 2.09.
Adjournment
12
Section 2.10.
Action Without a Meeting
12
Section 2.11.
Regulations
12
Section 2.12.
Resignations of Directors
12
Section 2.13.
Removal of Directors
12
Section 2.14.
Vacancies and Newly Created Directorships
12
Section 2.15.
Compensation
13
Section 2.16.
Reliance on Accounts and Reports, etc
13
Section 2.17.
Chairman of the Board
13

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ARTICLE III
 
 
 
COMMITTEES
Section 3.01.
How Constituted
13
Section 3.02.
Members and Alternate Members
13
Section 3.03.
Committee Procedures
14
Section 3.04.
Meetings and Actions of Committees
14
Section 3.05.
Resignations and Removals
14
Section 3.06.
Vacancies
14
Section 3.07.
Executive Committee
15
ARTICLE IV
 
 
 
OFFICERS
Section 4.01.
Officers
15
Section 4.02.
Election
15
Section 4.03.
Compensation
15
Section 4.04.
Removal and Resignation; Vacancies
15
Section 4.05.
Authority and Duties of Officers
15
Section 4.06.
Chief Executive Officer and President
16
Section 4.07.
Vice Presidents
16
Section 4.08.
Secretary
16
Section 4.09.
Treasurer
17
ARTICLE V
 
 
 
CAPITAL STOCK
Section 5.01.
Certificates of Stock; Uncertificated Shares
18
Section 5.02.
Facsimile Signatures
18
Section 5.03.
Lost, Stolen or Destroyed Certificates
18
Section 5.04.
Transfer of Stock
18
Section 5.05.
Registered Stockholders
19
Section 5.06.
Transfer Agent and Registrar
19


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ARTICLE VI
 
 
 
INDEMNIFICATION
Section 6.01.
Indemnification
19
Section 6.02.
Advance of Expenses
20
Section 6.03.
Procedure for Indemnification
20
Section 6.04.
Burden of Proof
21
Section 6.05.
Contract Right; Non-Exclusivity; Survival
21
Section 6.06.
Insurance
22
Section 6.07.
Employees and Agents
22
Section 6.08.
Interpretation; Severability
22
ARTICLE VII
 
 
 
OFFICES
Section 7.01.
Registered Office
22
Section 7.02.
Other Offices
22
ARTICLE VIII
 
 
 
GENERAL PROVISIONS
Section 8.01.
Dividends
22
Section 8.02.
Reserves
23
Section 8.03.
Execution of Instruments
23
Section 8.04.
Voting as Stockholder
23
Section 8.05.
Fiscal Year
23
Section 8.06.
Seal
23
Section 8.07.
Books and Records; Inspection
24
Section 8.08.
Electronic Transmission
24
ARTICLE IX
 
 
 
AMENDMENT OF BY-LAWS
Section 9.01.
Amendment
24
ARTICLE X
 
 
 
CONSTRUCTION
Section 10.01.
Construction
25


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AXA EQUITABLE HOLDINGS, INC.
AMENDED AND RESTATED BY-LAWS
As amended and restated effective May 9, 2018
ARTICLE I

MEETINGS OF STOCKHOLDERS
Section 1.01.     Annual Meetings . The annual meeting of the stockholders of AXA Equitable Holdings, Inc. (the “ Corporation ”) for the election of directors to succeed directors whose terms expire and for the transaction of such other business as may properly come before such meeting shall be held either within or without the State of Delaware, on such date and at such place, if any, and time as exclusively may be fixed from time to time by resolution of the Corporation’s Board of Directors (the “ Board ”) and set forth in the notice or waiver of notice of the meeting, unless, subject to the certificate of incorporation of the Corporation as then in effect (as the same may be amended from time to time, the “ Certificate of Incorporation ”) and Section 1.11 of these By-laws, the stockholders have acted by written consent in lieu of an annual meeting to elect directors as permitted by the General Corporation Law of the State of Delaware, as amended from time to time (the “ DGCL ”). In lieu of holding an annual meeting of the stockholders at a designated place, the Board may, in its sole discretion, determine that any annual meeting of stockholders may be held solely by means of remote communication in accordance with Section 1.03 of these By-laws. The Board may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board.
Section 1.02.     Special Meetings . Special meetings of the stockholders of the Corporation may be called only in the manner set forth in the Certificate of Incorporation. Notice of every special meeting of the stockholders of the Corporation shall state the purpose or purposes of such meeting. Except as otherwise required by law, the business conducted at a special meeting of stockholders of the Corporation shall be limited exclusively to the business set forth in the Corporation’s notice of meeting, and the individual or group calling such meeting shall have exclusive authority to determine the business included in such notice. Any special meeting of the stockholders shall be held either within or without the State of Delaware, at such place, if any, and on such date and time, as shall be specified in the notice of such special meeting. In lieu of holding a special meeting of the stockholders at a designated place, the Board may, in its sole discretion, determine that any special meeting of stockholders may be held solely by means of remote communication in accordance with Section 1.03 of these By-laws. The Board may postpone, reschedule or cancel any special meeting of stockholders previously scheduled by the Board.
Section 1.03.     Participation in Meetings by Remote Communication . The Board, acting in its sole discretion, may establish guidelines and procedures in accordance with applicable provisions of the DGCL and any other applicable law for the participation by stockholders and proxyholders in a meeting of stockholders by means of remote communications, including by webcast, and may determine that any meeting of stockholders will not be held at any place but will be held solely by means of remote communication. Stockholders and proxyholders complying with such procedures and guidelines and otherwise entitled to vote at a meeting of stockholders shall be deemed present in person and entitled to vote at a meeting of stockholders, whether such meeting is to be held at a designated place or solely by means of remote communication; provided that ( i ) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, ( ii ) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and ( iii ) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.
Section 1.04.     Notice of Meetings; Waiver of Notice .
(a)    The Secretary or any Assistant Secretary of the Corporation shall cause notice of each meeting of stockholders to be given in writing in a manner permitted by the DGCL not less than 10 days nor more than 60 days prior to the meeting to each stockholder of record entitled to vote at such meeting, unless otherwise provided by the DGCL. The notice shall specify ( i ) the place, if any, date and time of such meeting, ( ii ) the means of remote

1



communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, ( iii ) the record date for determining the stockholders entitled to vote at the meeting, if such record date is different from the record date for determining the stockholders entitled to notice of the meeting, ( iv ) in the case of a special meeting, the purpose or purposes for which such meeting is called, and ( v ) such other information as may be required by law or as may be deemed appropriate by the Chairman of the Board, the Secretary of the Corporation or the Board. If the stockholder list referred to in Section 1.06 of these By-laws is made accessible on an electronic network, the notice of meeting must indicate how the stockholder list can be accessed. If the meeting of stockholders is to be held solely by means of electronic communications, the notice of meeting must provide the information required to access such stockholder list during the meeting.
(b)    Notice to stockholders may be given by personal delivery, mail, or, with the consent of the stockholder entitled to receive notice, by facsimile or other means of electronic transmission. If mailed, such notice shall be delivered by postage prepaid envelope directed to each stockholder at such stockholder’s address as it appears in the records of the Corporation and shall be deemed given when deposited in the United States mail. Notice given by electronic transmission pursuant to this subsection shall be deemed given: ( i ) if by facsimile telecommunication, when directed to a facsimile telecommunication number at which the stockholder has consented to receive notice; ( ii ) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; ( iii ) if by posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of ( A ) such posting and ( B ) the giving of such separate notice; and ( iv ) if by any other form of electronic transmission, when directed to the stockholder. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent or other agent of the Corporation that the notice has been given by personal delivery, by mail, or by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
(c)    A written waiver of notice of meeting signed by a stockholder entitled to notice or a waiver by electronic transmission by a stockholder entitled to notice, whether given before or after the meeting time stated in such notice, is deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in a waiver of notice. Attendance of a stockholder at a meeting is a waiver of notice of such meeting, except when the stockholder attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business at the meeting on the ground that the meeting is not lawfully called or convened.
Section 1.05.     Proxies .
(a)    Each stockholder entitled to vote at a meeting of stockholders or to express consent to or dissent from corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy.
(b)    A stockholder may authorize a valid proxy by executing a written instrument signed by such stockholder, or by causing his or her signature to be affixed to such writing by any reasonable means, including but not limited to by facsimile signature, or by transmitting or authorizing an electronic transmission (as defined in Section 8.08 of these By-laws) setting forth an authorization to act as proxy to the person designated as the holder of the proxy, a proxy solicitation firm or a like authorized agent. Proxies by electronic transmission must either set forth, or be submitted with, information from which it can be determined that the electronic transmission was authorized by the stockholder. Any copy, facsimile telecommunication or other reliable reproduction of a writing or transmission created pursuant to this section may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used if such copy, facsimile telecommunication or other reproduction is a complete reproduction of the entire original writing or transmission.
(c)    No proxy may be voted or acted upon after the expiration of three years from the date of such proxy, unless such proxy provides for a longer period. Every proxy is revocable at the pleasure of the stockholder executing it unless the proxy states that it is irrevocable and if, and only so long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by filing another duly executed proxy bearing a later date with the Secretary of the Corporation.

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Section 1.06.     Voting Lists . The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare, at least 10 days before every meeting of the stockholders (and before any adjournment thereof for which a new record date has been set), a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder, unless the record date for determining the stockholders entitled to vote is less than 10 days before the meeting, then the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date. This list shall be open to the examination of any stockholder for at least 10 days prior to the meeting and during the meeting for any purpose germane to the meeting as required by the DGCL or other applicable law. The list may be made available in any format, including on a reasonably accessible electronic network, provided the information required to gain access to such list is provided with the notice of the meeting or during ordinary business hours at the principal place of business of the Corporation. In the event that the corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. The stock ledger shall be the only evidence as to who are the stockholders entitled by this section to examine the list required by this section or to vote in person or by proxy at any meeting of stockholders.
Section 1.07.     Quorum . Except as otherwise required by law or by the Certificate of Incorporation, the presence in person or represented by proxy of the holders of record of a majority of the total voting power of all outstanding shares of capital stock of the Corporation entitled to vote at a meeting of stockholders shall constitute a quorum for the transaction of business at such meeting.
Section 1.08.     Voting . Except as otherwise provided in the Certificate of Incorporation or by applicable law, every holder of record of shares entitled to vote at a meeting of stockholders is entitled to one vote for each share outstanding in his, her or its name on the books of the Corporation ( a ) at the close of business on the record date for such meeting or ( b ) if no record date has been fixed, at the close of business on the day next preceding the day on which notice of the meeting is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. All matters at any meeting at which a quorum is present, except the election of directors, shall be decided by the affirmative vote of the holders of at least a majority in voting power of the outstanding shares of capital stock of the Corporation present in person or represented by proxy at the meeting and entitled to vote on the subject matter in question, unless otherwise expressly provided by express provision of the Certificate of Incorporation or these By-laws, the rules or regulations of any stock exchange applicable to the Corporation, or any law or regulation applicable to the Corporation or its securities, in which case such different or minimum vote shall be the applicable vote on the matter. Subject to the rights of the holders of any class or series of preferred stock to elect additional directors under specific circumstances, as may be set forth in the certificate of designations for such class or series of preferred stock, the election of directors shall be decided by the affirmative vote of the holders of at least a plurality of the votes of the outstanding shares of common stock present in person or represented by proxy at the meeting and entitled to vote in an election of directors, unless otherwise expressly provided by the Certificate of Incorporation. The stockholders do not have the right to cumulate their votes for the election of directors.
Section 1.09.     Adjournment . Any meeting of stockholders may be adjourned from time to time, by the chairperson of the meeting or by the vote of the holders of a majority of the shares of stock present in person or represented by proxy at the meeting, whether or not a quorum is present, to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the place, if any, and date and time thereof (and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting) are announced at the meeting at which the adjournment is taken, unless the adjournment is for more than 30 days or a new record date is fixed for the adjourned meeting after the adjournment, in which case notice of the adjourned meeting in accordance with Section 1.04 of these By-laws shall be given to each stockholder of record entitled to vote at the meeting. At the adjourned meeting, the Corporation may transact any business that might have been transacted at the original meeting.
Section 1.10.     Organization; Procedure; Inspection of Elections .
(a)    At every meeting of stockholders the presiding person shall be the Chairman of the Board or, in the event of his or her absence or disability, the Chief Executive Officer and President or, in the event of his or her absence or disability, a presiding person chosen by resolution of the Board. The Secretary or, in the event of his or her absence

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or disability, the Assistant Secretary, if any, or, if there be no Assistant Secretary, in the absence of the Secretary, an appointee of the presiding person, shall act as secretary of the meeting. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the presiding person. The Board may make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Except to the extent inconsistent with such rules and regulations as adopted by the Board, the presiding person shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting. Subject to any such rules and regulations, the presiding person of any meeting shall have the right and authority to prescribe rules, regulations and procedures for such meeting and to take all such actions as in the judgment of the presiding person are appropriate for the proper conduct of such meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the presiding person of the meeting, may include, without limitation, the following: ( i ) the establishment of an agenda or order of business for the meeting; ( ii ) rules and procedures for maintaining order at the meeting and the safety of those present; ( iii ) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the presiding person of the meeting shall determine; ( iv ) restrictions on entry to the meeting after the time fixed for the commencement thereof; and ( v ) limitations on the time allotted to questions or comments by participants. The presiding person at any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and if such presiding person should so determine, such presiding person shall so declare to the meeting and any such matter of business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.
(b)    Preceding any meeting of the stockholders, the Board may, and when required by law shall, appoint one or more persons to act as inspectors of elections, and may designate one or more alternate inspectors. If no inspector or alternate so appointed by the Board is able to act, or if no inspector or alternate has been appointed and the appointment of an inspector is required by law, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. No director or nominee for the office of director shall be appointed as an inspector of elections. Each inspector, before entering upon the discharge of the duties of an inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall ( i ) ascertain the number of shares of capital stock of the Corporation outstanding and the voting power of each such share, ( ii ) determine the shares of capital stock of the Corporation represented at the meeting and the validity of proxies and ballots, ( iii ) count all votes and ballots, ( iv ) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and ( v ) certify their determination of the number of shares of capital stock of the Corporation represented at the meeting and such inspectors’ count of all votes and ballots. The inspectors shall discharge their duties in accordance with the requirements of applicable law.
Section 1.11.     Notice of Stockholder Proposals and Nominations .
(a)     Annual Meetings of Stockholders. (i) Nominations of persons for election to the Board and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders only ( A ) pursuant to the Corporation’s notice of the meeting (or any supplement thereto) delivered pursuant to Section 1.04 of these By-laws, ( B ) by or at the direction of the Board or a committee of the Board appointed by the Board for such purpose, which shall be in accordance with the terms and conditions of the Shareholder Agreement, among the Corporation and AXA S.A. (“ AXA ”), dated as of May 4, 2018, to be effective as of the date of the initial listing of the common stock on the New York Stock Exchange (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “ Shareholder Agreement ”), or ( C ) by any stockholder of the Corporation who is entitled to vote at the meeting, who complies with the notice procedures set forth in clauses (ii) and (iii) of this Section 1.11(a) and who is a stockholder of record at the time such notice is delivered to the Secretary and at the date of the meeting, subject to paragraph (c)(ii)(D) of this Section 1.11.
(i)    For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to subclause (D) of Section 1.11(a)(i) of these By-laws, the stockholder must have given timely notice thereof

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in writing to the Secretary and, in the case of business other than nominations for persons for election to the Board, such other business must constitute a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred and twenty (120) days prior to the first anniversary of the preceding year’s annual meeting (which date shall, for purposes of the Corporation’s first annual meeting of stockholders after its shares of common stock are first publicly traded, be deemed to have occurred on May 1, 2018); provided , however , that in the event that the date of the annual meeting is advanced by more than thirty (30) days or delayed by more than sixty (60) days from such anniversary date of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the close of business on the tenth (10th) day following the day on which public announcement of the date of such meeting is first made. Such stockholder’s notice shall set forth ( A ) as to each person whom the stockholder proposes to nominate for election or re-election as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Section 14(a) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) and the rules and regulations promulgated thereunder, including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; ( B ) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend the Certificate of Incorporation or these By-laws, the text of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and of the beneficial owner, if any, on whose behalf the proposal is made; and ( C ) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made ( 1 ) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner; ( 2 ) the class or series and number of shares of capital stock of the Corporation which are owned, directly or indirectly, beneficially and of record by such stockholder and such beneficial owner; ( 3 ) a representation that the stockholder is a holder of record of the stock of the Corporation at the time of giving the notice, will be entitled to vote at such meeting and will appear in person or by proxy at the meeting to propose such business or nomination; ( 4 ) a representation whether the stockholder or the beneficial owner, if any, will be or is part of a group which will ( x ) deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or ( y ) otherwise solicit proxies from stockholders in support of such proposal or nomination; and ( 5 ) a certification regarding whether such stockholder and beneficial owner, if any, have complied with all applicable federal, state and other legal requirements in connection with the stockholder’s and/or beneficial owner’s acquisition of shares of capital stock or other securities of the Corporation and/or the stockholder’s and/or beneficial owner’s acts or omissions as a stockholder of the Corporation. Notice of a stockholder nomination or proposal shall also set forth, as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made ( A ) a description of any agreement, arrangement or understanding with respect to the nomination or proposal and/or the voting of shares of any class or series of stock of the Corporation between or among the stockholder giving notice, beneficial owner, if any, on whose behalf the nomination or proposal is made, any of their respective affiliates or associates and/or other person or persons (including their names) acting in concert with any of the foregoing (collectively, the “ proponent persons ”); ( B ) a description of any agreement, arrangement or understanding (including, without limitation, regardless of the form of settlement, any derivative, long or short positions, profit interests, forwards, futures, swaps, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions and borrowed or loaned shares) to which any proponent person is a party, the effect or intent of which is to transfer to or from any proponent person, in whole or in part, any of the economic consequences of ownership of any security of the Corporation, to increase or decrease the voting power of any proponent person with respect to shares of any class or series of stock of the Corporation and/or to provide any proponent person, directly or indirectly, with the opportunity to profit or share in any profit derived from, or to otherwise benefit economically from, any increase or decrease in the value of any security of the Corporation (a “ Derivative Instrument ”); ( C ) to the extent not disclosed pursuant to the immediately preceding clause (B), the principal amount of any indebtedness of the Corporation or any of its subsidiaries beneficially owned by such stockholder or by beneficial owner, if any, together with the title of the instrument under which such indebtedness was issued and a description of any Derivative Instrument entered into by or on behalf of such stockholder or such beneficial owner relating to the value or payment of any indebtedness of the Corporation or any such subsidiary; and ( D ) any other information relating to such stockholder and beneficial owner, if any, required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for,

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as applicable, the proposal and/or for the election of directors in an election contest pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder. The foregoing notice requirements shall be deemed satisfied by a stockholder if the stockholder has notified the Corporation of his or her intention to present a proposal at an annual meeting in compliance with Rule 14a–8 (or any successor thereof) promulgated under the Exchange Act, and such stockholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting. A stockholder providing notice of a proposed nomination for election to the Board or other business proposed to be brought before a meeting (whether given pursuant to this paragraph (a)(ii) or paragraph (b) of this Section 1.11 of these By-laws) shall update and supplement such notice from time to time to the extent necessary so that the information provided or required to be provided in such notice shall be true and correct ( x ) as of the record date for determining the stockholders entitled to notice of the meeting and ( y ) as of the date that is fifteen (15) days prior to the meeting or any adjournment or postponement thereof, provided that if the record date for determining the stockholders entitled to vote at the meeting is less than fifteen (15) days prior to the meeting or any adjournment or postponement thereof, the information shall be supplemented and updated as of such later date. Any such update and supplement shall be delivered in writing to the Secretary at the principal executive offices of the Corporation not later than five (5) days after the record date for determining the stockholders entitled to notice of the meeting (in the case of any update and supplement required to be made as of the record date for determining the stockholders entitled to notice of the meeting), not later than ten (10) days prior to the date for the meeting or any adjournment or postponement thereof (in the case of any update or supplement required to be made as of fifteen (15) days prior to the meeting or adjournment or postponement thereof) and not later than five (5) days after the record date for determining the stockholders entitled to vote at the meeting, but no later than the date prior to the meeting or any adjournment or postponement thereof (in the case of any update and supplement required to be made as of a date less than fifteen (15) days prior the date of the meeting or any adjournment or postponement thereof). The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Corporation and to determine the independence of such director under the Exchange Act and rules and regulations thereunder and applicable stock exchange rules. In addition, a stockholder seeking to bring an item of business before the annual meeting shall promptly provide any other information reasonably requested by the Corporation.
(ii)    Notwithstanding anything in Section 1.11(a)(ii) of these By-laws to the contrary, in the event that the number of directors to be elected to the Board at an annual meeting is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board made by the Corporation at least one hundred (100) calendar days prior to the first anniversary of the preceding year’s annual meeting (which date shall, for purposes of the Corporation’s first annual meeting of stockholders after its shares of common stock are first publicly traded, be deemed to have occurred on May 1, 2018), then a stockholder’s notice under this Section 1.11(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it is received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Corporation.
(b)     Special Meetings of Stockholders . Only such business as shall have been brought before the special meeting of the stockholders pursuant to the Corporation’s notice of meeting shall be conducted at such meeting. Nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting ( 1 ) by or at the direction of the Board or a Committee appointed by the Board for such purpose or ( 2 ) provided that the Board has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is entitled to vote at the meeting, who complies with the notice procedures set forth in this Section 1.11(b) and who is a stockholder of record at the time such notice is delivered to the Secretary and at the date of the meeting, subject to paragraph (c)(ii)(D) of this Section 1.11. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors of the Corporation, any stockholder entitled to vote at such meeting may nominate a person or persons, as the case may be, for election to such position(s) as specified by the Corporation, if the stockholder’s notice as required by Section 1.11(a)(ii) of these By-laws shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the one hundred and twenty (120) days prior to such special meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting.

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In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.
(c)     General .
(i)    Only such persons who are nominated in accordance with the procedures set forth in this Section 1.11 shall be eligible to serve as directors and only such business shall be conducted at an annual or special meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section. Except as otherwise provided by applicable law, the Certificate of Incorporation or these By-laws, the presiding person of a meeting of stockholders shall have the power and duty ( x ) to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in this Section 1.11 (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made, solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s nominee or proposal in compliance with such stockholder’s representation as required by clause (a)(ii)(C)(4) of this Section 1.11), and ( y ) if any proposed nomination or business is not in compliance with this Section 1.11, to declare that such defective nomination shall be disregarded or that such proposed business shall not be transacted.
(ii)    If the stockholder (or a qualified representative of the stockholder) making a nomination or proposal under this Section 1.11 does not appear at a meeting of stockholders to present such nomination or proposal, the nomination shall be disregarded and/or the proposed business shall not be transacted, as the case may be, notwithstanding that proxies in favor thereof may have been received by the Corporation. For purposes of this Section 1.11, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.
(A)    Whenever used in these By-laws, “ public announcement ” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.
(B)    Notwithstanding the foregoing provisions of this Section 1.11, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 1.11. Nothing in this Section 1.11 shall be deemed to affect any rights of ( x ) stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or ( y ) the holders of any series of preferred stock to elect directors pursuant to any applicable provisions of the Certificate of Incorporation or of the relevant preferred stock certificate of designation.
(C)    The announcement of an adjournment or postponement of an annual or special meeting does not commence a new time period (and does not extend any time period) for the giving of notice of a stockholder nomination or a stockholder proposal as described above.
(D)    Notwithstanding anything to the contrary contained in this Section 1.11, for as long as the Shareholder Agreement remains in effect, AXA shall not be subject to the notice procedures set forth in this Section 1.11 with respect to any annual or special meeting of stockholders.
ARTICLE II    

BOARD OF DIRECTORS
Section 2.01.     General Powers . Except as may otherwise be provided by law, the Certificate of Incorporation or these By-laws, the business and affairs of the Corporation shall be managed by or under the direction of the Board. The directors shall act only as a Board, and the individual directors shall have no power as such.

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Section 2.02.     Number and Term of Office . The number of directors constituting the entire Board and the term of office for each director shall be as provided for in the Certificate of Incorporation.
Section 2.03.     Election of Directors . Except as otherwise provided in Section 2.14 of these By-laws, at each meeting of the stockholders for the election of directors, provided a quorum is present, the directors shall be elected as provided in Section 1.08 of these By-laws.
Section 2.04.     Regular Meetings . Regular meetings of the Board shall be held on such dates, and at such times and places as are determined from time to time by resolution of the Board.
Section 2.05.     Special Meetings . Special meetings of the Board shall be held whenever called by the Chairman of the Board or the Chief Executive Officer and President or, in the event of his or her absence or disability, by the Secretary, or by a majority of the directors then in office, at such place, date and time as may be specified in the respective notices or waivers of notice of such meetings. Any business may be conducted at a special meeting.
Section 2.06.     Notice of Meetings; Waiver of Notice .
(a)    Notices of special meetings shall be given to each director, and notice of each resolution or other action affecting the date, time or place of one or more regular meetings shall be given to each director not present at the meeting adopting such resolution or other action, subject to Section 2.09 of these By-laws. Notices shall be given personally, or by telephone confirmed by facsimile or email dispatched promptly thereafter, or by facsimile or email confirmed by a writing delivered by a recognized overnight courier service, directed to each director at the address from time to time designated by such director to the Secretary. Each such notice and confirmation must be given (received in the case of personal service or delivery of written confirmation) at least 24 hours prior to the time of a special meeting, and at least five days prior to the initial regular meeting affected by such resolution or other action, as the case may be.
(b)    A written waiver of notice of meeting signed by a director or a waiver by electronic transmission by a director, whether given before or after the meeting time stated in such notice, is deemed equivalent to notice. Attendance of a director at a meeting is a waiver of notice of such meeting, except when the director attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business at the meeting on the ground that the meeting is not lawfully called or convened.
Section 2.07.     Quorum; Voting . At all meetings of the Board, the presence of a majority of the total authorized number of directors shall constitute a quorum for the transaction of business. Except as otherwise required by law, the Certificate of Incorporation or these By-laws, the affirmative vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board.
Section 2.08.     Action by Telephonic Communications . Members of the Board may participate in a meeting of the Board by means of telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting.
Section 2.09.     Adjournment . A majority of the directors present may adjourn any meeting of the Board to another date, time or place, whether or not a quorum is present. No notice need be given of any adjourned meeting unless ( a ) the date, time and place of the adjourned meeting are not announced at the time of adjournment, in which case notice conforming to the requirements of Section 2.06 of these By-laws applicable to special meetings shall be given to each director, or ( b ) the meeting is adjourned for more than 24 hours, in which case the notice referred to in clause (a) shall be given to those directors not present at the announcement of the date, time and place of the adjourned meeting.
Section 2.10.     Action Without a Meeting . Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if all members of the Board consent thereto in writing or by electronic transmission, and such writing or writings or electronic transmissions are filed with the minutes of proceedings of the

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Board. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
Section 2.11.     Regulations . To the extent consistent with applicable law, the Certificate of Incorporation and these By-laws, the Board may adopt such rules and regulations for the conduct of meetings of the Board and for the management of the affairs and business of the Corporation as the Board may deem appropriate. The Board may elect from among its members one or more vice-chairpersons to preside over meetings and to perform such other duties as may be designated by the Board.
Section 2.12.     Resignations of Directors . Any director may resign at any time by submitting an electronic transmission or by delivering a written notice of resignation, signed by such director, to the Chairman of the Board or the Secretary. Such resignation shall take effect upon delivery unless the resignation specifies a later effective date or an effective date determined upon the happening of a specified event.
Section 2.13.     Removal of Directors . Directors may only be removed in the manner set forth in the Certificate of Incorporation.
Section 2.14.     Vacancies and Newly Created Directorships . Any vacancies or newly created directorships shall be filled as set forth in the Certificate of Incorporation and in accordance with the terms and conditions of the Shareholder Agreement.
Section 2.15.     Compensation . The directors shall be entitled to compensation for their services as fixed by the Board. The Board may by resolution determine the expenses in the performance of such services for which a director is entitled to reimbursement.
Section 2.16.     Reliance on Accounts and Reports, etc . A director, as such or as a member of any committee designated by the Board, shall in the performance of his or her duties be fully protected in relying in good faith upon the records of the Corporation and upon information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees designated by the Board, or by any other person as to the matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.
Section 2.17.     Chairman of the Board . A Chairman of the Board shall be appointed by a majority of the directors of the Board in accordance with the terms and conditions of the Shareholder Agreement. The Chairman shall have the power to call special meetings of stockholders and to call special meetings of the Board. If present, the Chairman of the Board shall preside at meetings of the stockholders and of the Board. The Chairman of the Board shall have such other powers and duties customarily and usually associated with the office of the Chairman of the Board, as well as any additional powers and duties as may be from time to time assigned to him or her by the Board.
ARTICLE III    

COMMITTEES
Section 3.01.     How Constituted . The Board shall have an Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, Executive Committee, Finance & Risk Committee and such other committees as the Board may determine (each, a “ Committee ” and collectively, the “ Committees ”). Subject to the terms and conditions of the Shareholder Agreement, each Committee shall consist of such number of directors as from time to time may be fixed by the Board and shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation to the extent delegated to such Committee by the Board and, in the case of the Executive Committee, as provided in Section 3.07 of these By-laws, but no Committee shall have any power or authority as to ( a ) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, ( b ) adopting, amending or repealing any of these By-laws or ( c ) as may otherwise be excluded by the Certificate of Incorporation. Any Committee may be abolished or re-designated from time to time by the Board.

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Section 3.02.     Members and Alternate Members . Subject to the terms and conditions of the Shareholder Agreement, the members of each Committee and any alternate members shall be selected by the Board. The Board may provide that the members and alternate members serve at the pleasure of the Board. An alternate member may replace any absent or disqualified member at any meeting of the Committee. An alternate member shall be given all notices of Committee meetings, may attend any meeting of the Committee, but may count towards a quorum and vote only if a member for whom such person is an alternate is absent or disqualified. Each member or alternate member of any Committee (whether designated at an annual meeting of the Board or to fill a vacancy on such Committee or otherwise) shall hold office as a Committee member or alternate member, as applicable, until his or her successor shall have been designated or until he or she shall cease to be a director, or until his or her earlier death, resignation or removal.
Section 3.03.     Committee Procedures . A quorum for each Committee shall be a majority of its members, unless the Committee has only one or two members, in which case a quorum shall be one member, or unless a greater quorum is established by the Board. Subject to the terms and conditions of the Shareholder Agreement, the vote of a majority of the Committee members present at a meeting at which a quorum is present shall be the act of the Committee. Each Committee shall keep regular minutes of its meetings and report to the Board when required. The Board may adopt other rules and regulations for the government of any Committee not inconsistent with the provisions of these By-laws, and each Committee may adopt its own rules and regulations of government, to the extent not inconsistent with these By-laws or rules and regulations adopted by the Board.
Section 3.04.     Meetings and Actions of Committees . Meetings and actions of each Committee shall be governed by, and held and taken in accordance with, the provisions of the following sections of these By-laws, with such By-laws being deemed to refer to the Committee and its members in lieu of the Board and its members:
(a)    Section 2.04 (to the extent relating to place and time of regular meetings);
(b)    Section 2.05 (relating to special meetings);
(c)    Section 2.06 (relating to notice and waiver of notice);
(d)    Sections 2.08 and 2.10 (relating to telephonic communication and action without a meeting); and
(e)    Section 2.09 (relating to adjournment and notice of adjournment).
Special meetings of Committees may also be called by resolution of the Board.
Section 3.05.     Resignations and Removals . Any member (and any alternate member) of any Committee may resign from such position at any time by delivering notice of resignation in writing or by electronic transmission, signed by such member, to the Chairman of the Board or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery. Any member (and any alternate member) of any Committee may be removed from such position by the Board at any time, either for or without cause, subject to the terms and conditions of the Shareholder Agreement.
Section 3.06.     Vacancies . If a vacancy occurs in any Committee for any reason, the remaining members (and any alternate members) may continue to act if a quorum is present. A Committee vacancy may be filled only by the Board subject to Section 3.01 of these By-laws, and for so long as the Shareholder Agreement is in effect, the terms and conditions of the Shareholder Agreement.
Section 3.07.     Executive Committee . During the intervals between the meetings of the Board, the Executive Committee, except as otherwise provided in this Article III and subject to the Certificate of Incorporation, these By-Laws and the Shareholder Agreement, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation. The Executive Committee shall have power to authorize the seal of the Corporation to be affixed to any and all papers which may require it.

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ARTICLE IV    

OFFICERS
Section 4.01.     Officers . The Board shall elect a Chief Executive Officer and President (which offices shall be held by the same person) and a Secretary as officers of the Corporation. The Board may also elect a Treasurer, one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers, and such other officers and agents as the Board may determine (including a Chief Financial Officer). In addition, the Board from time to time may delegate to any officer the power to appoint subordinate officers or agents and to prescribe their respective rights, terms of office, authorities and duties. Any action by an appointing officer may be superseded by action by the Board. Any number of offices may be held by the same person. No officer need be a director of the Corporation.
Section 4.02.     Election . The officers of the Corporation elected by the Board shall serve at the pleasure of the Board. Officers and agents appointed pursuant to delegated authority as provided in Section 4.01 (or, in the case of agents, as provided in Section 4.06) shall hold their offices for such terms as may be determined from time to time by the appointing officer. Each officer shall hold office until his or her successor has been elected or appointed and qualified, or until his or her earlier death, resignation or removal.
Section 4.03.     Compensation . The salaries and other compensation of all officers and agents of the Corporation shall be fixed by the Board or in the manner established by the Board.
Section 4.04.     Removal and Resignation; Vacancies . Any officer may be removed for or without cause at any time by the Board. Any officer granted the power to appoint subordinate officers and agents as provided in Section 4.01 may remove any subordinate officer or agent appointed by such officer, for or without cause. Any officer or agent may resign at any time by delivering notice of resignation, either in writing signed by such officer or by electronic transmission, to the Board or the Chief Executive Officer and President. Unless otherwise specified therein, such resignation shall take effect upon delivery. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise, may be filled by the Board or by the officer, if any, who appointed the person formerly holding such office.
Section 4.05.     Authority and Duties of Officers . An officer of the Corporation shall have such authority and shall exercise such powers and perform such duties ( a ) as may be required by law, ( b ) to the extent not inconsistent with law, as are specified in these By-laws, ( c ) to the extent not inconsistent with law or these By-laws, as may be specified by resolution of the Board and ( d ) to the extent not inconsistent with any of the foregoing, as may be specified by the appointing officer with respect to a subordinate officer appointed pursuant to delegated authority under Section 4.01.
Section 4.06.     Chief Executive Officer and President . The Chief Executive Officer and President shall, unless otherwise provided by the Board, be the chief executive officer of the Corporation, shall have general control and supervision of the policies and operations of the Corporation and shall see that all orders and resolutions of the Board are carried into effect. Unless otherwise provided by the Board, he or she shall manage and administer the Corporation’s business and affairs and shall also perform all duties and exercise all powers usually pertaining to the office of a chief executive officer, president or a chief operating officer of a corporation. He or she shall have the authority to sign, in the name and on behalf of the Corporation, checks, orders, contracts, leases, notes, drafts and all other documents and instruments in connection with the business of the Corporation. He or she shall have the authority to cause the employment or appointment of such employees or agents of the Corporation as the conduct of the business of the Corporation may require, to fix their compensation, and to remove or suspend any employee or any agent employed or appointed by any officer or to suspend any agent appointed by the Board. The Chief Executive Officer and President shall have the duties and powers of the Treasurer if no Treasurer is elected and shall have such other duties and powers as the Board may from time to time prescribe.
Section 4.07.     Vice Presidents . If one or more Vice Presidents have been elected, each Vice President shall perform such duties and exercise such powers as may be assigned to him or her from time to time by the Board or the Chief Executive Officer and President. In the event of absence or disability of the Chief Executive Officer and President,

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the duties of the Chief Executive Officer and President shall be performed, and his or her powers may be exercised, by such Vice President as shall be designated by the Board or, failing such designation, by the Vice President in order of seniority of election to that office.
Section 4.08.     Secretary . Unless otherwise determined by the Board, the Secretary shall have the following powers and duties:
(a)    The Secretary shall keep or cause to be kept a record of all the proceedings of the meetings of the stockholders, the Board and any Committees thereof in books provided for that purpose.
(b)    The Secretary shall cause all notices to be duly given in accordance with the provisions of these By-laws and as required by law.
(c)    Whenever any Committee shall be appointed pursuant to a resolution of the Board, the Secretary shall furnish a copy of such resolution to the members of such Committee.
(d)    The Secretary shall be the custodian of the records and of the seal of the Corporation and cause such seal (or a facsimile thereof) to be affixed to all certificates representing shares of the Corporation prior to the issuance thereof and to all documents and instruments that the Board or any officer of the Corporation has determined should be executed under seal, may sign (together with any other authorized officer) any such document or instrument, and when the seal is so affixed he or she may attest the same.
(e)    The Secretary shall properly maintain and file all books, reports, statements, certificates and all other documents and records required by law, the Certificate of Incorporation or these By-laws.
(f)    The Secretary shall have charge of the stock books and ledgers of the Corporation and shall cause the stock and transfer books to be kept in such manner as to show at any time the number of shares of stock of the Corporation of each class or series issued and outstanding, the names (alphabetically arranged) and the addresses of the holders of record of such shares, the number of shares held by each holder and the date as of which each such holder became a holder of record.
(g)    The Secretary shall sign (unless the Treasurer, an Assistant Treasurer or an Assistant Secretary shall have signed) certificates representing shares of the Corporation the issuance of which shall have been authorized by the Board.
(h)    The Secretary shall perform, in general, all duties incident to the office of secretary and such other duties as may be specified in these By-laws or as may be assigned to the Secretary from time to time by the Board or the Chief Executive Officer and President.
Section 4.09.     Treasurer . Unless otherwise determined by the Board, the Treasurer, if there be one, shall be the Chief Financial Officer of the Corporation and shall have the following powers and duties:
(a)    The Treasurer shall have charge and supervision over and be responsible for the moneys, securities, receipts and disbursements of the Corporation, and shall keep or cause to be kept full and accurate records thereof.
(b)    The Treasurer shall cause the moneys and other valuable effects of the Corporation to be deposited in the name and to the credit of the Corporation in such banks or trust companies or with such bankers or other depositaries as shall be determined by the Board or the Chief Executive Officer and President, or by such other officers of the Corporation as may be authorized by the Board or the Chief Executive Officer and President to make such determinations.
(c)    The Treasurer shall cause the moneys of the Corporation to be disbursed by checks or drafts (signed by such officer or officers or such agent or agents of the Corporation, and in such manner, as the Board or the Chief Executive Officer and President may determine from time to time) upon the authorized depositaries of the Corporation and cause to be taken and preserved proper vouchers for all moneys disbursed.

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(d)    The Treasurer shall render to the Board or the Chief Executive Officer and President, whenever requested, a statement of the financial condition of the Corporation and of the transactions of the Corporation, and render a full financial report at the annual meeting of the stockholders, if called upon to do so.
(e)    The Treasurer shall be empowered from time to time to require from all officers or agents of the Corporation reports or statements giving such information as he or she may desire with respect to any and all financial transactions of the Corporation.
(f)    The Treasurer may sign (unless an Assistant Treasurer or the Secretary or an Assistant Secretary shall have signed) certificates representing shares of stock of the Corporation the issuance of which shall have been authorized by the Board.
(g)    The Treasurer shall perform, in general, all duties incident to the office of treasurer and such other duties as may be specified in these By-laws or as may be assigned to the Treasurer from time to time by the Board or the Chief Executive Officer and President.
ARTICLE V    

CAPITAL STOCK
Section 5.01.     Certificates of Stock; Uncertificated Shares . The shares of the Corporation shall be represented by certificates, except to the extent that the Board has provided by resolution or resolutions that some or all of any or all classes or series of the stock of the Corporation shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Every holder of stock in the Corporation represented by certificates shall be entitled to have, and the Board may in its sole discretion permit a holder of uncertificated shares to receive upon request, a certificate signed by the appropriate officers of the Corporation, certifying the number and class of shares owned by such holder. Such certificate shall be in such form as the Board may determine, to the extent consistent with applicable law, the Certificate of Incorporation and these By-laws.
Section 5.02.     Facsimile Signatures . Any or all signatures on the certificates referred to in Section 5.01 of these By-laws may be in facsimile form. If any officer, transfer agent or registrar who has signed, or whose facsimile signature has been placed upon, a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.
Section 5.03.     Lost, Stolen or Destroyed Certificates . A new certificate may be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed only upon delivery to the Corporation of an affidavit of the owner or owners (or their legal representatives) of such certificate, setting forth such allegation, and a bond or other undertaking as may be satisfactory to a financial officer of the Corporation designated by the Board to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.
Section 5.04.     Transfer of Stock .
(a)    Transfer of shares represented by certificates shall be made on the books of the Corporation upon surrender to the Corporation of a certificate for shares, duly endorsed or accompanied by appropriate evidence of succession, assignment or authority to transfer, and otherwise in compliance with applicable law. Within a reasonable time after the transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) and 218(a) of the DGCL. Shares that are not represented by a certificate shall be transferred in accordance with applicable law. Subject to applicable law, the provisions of the Certificate of Incorporation and these By-laws, the Board may prescribe such additional rules and regulations as it may deem appropriate relating to the issue, transfer and registration of shares of the Corporation.

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(b)    The Corporation may enter into agreements with stockholders to restrict the transfer of stock of the Corporation in any manner not prohibited by the DGCL.
Section 5.05.     Registered Stockholders . Prior to due surrender of a certificate for registration of transfer, the Corporation may treat the registered owner as the person exclusively entitled to receive dividends and other distributions, to vote, to receive notice and otherwise to exercise all the rights and powers of the owner of the shares represented by such certificate, and the Corporation shall not be bound to recognize any equitable or legal claim to or interest in such shares on the part of any other person, whether or not the Corporation shall have notice of such claim or interests. If a transfer of shares is made for collateral security, and not absolutely, this fact shall be so expressed in the entry of the transfer if, when the certificates are presented to the Corporation for transfer or uncertificated shares are requested to be transferred, both the transferor and transferee request the Corporation to do so.
Section 5.06.     Transfer Agent and Registrar . The Board may appoint one or more transfer agents and one or more registrars, and may require all certificates representing shares to bear the signature of any such transfer agents or registrars.
ARTICLE VI    

INDEMNIFICATION
Section 6.01.     Indemnification .
(a)     In General . The Corporation shall indemnify, to the full extent permitted by the DGCL and other applicable law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (each, a “ proceeding ”) by reason of the fact that ( x ) such person is or was serving as a director or officer of the Corporation, or ( y ) such person is or was serving at the request of the Corporation as a director, officer, employee, manager or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted by such person in such capacity, and who satisfies the applicable standard of conduct set forth in the DGCL or other applicable law:
(i)    in a proceeding other than a proceeding by or in the right of the Corporation, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or on such person’s behalf in connection with such proceeding and any appeal therefrom if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful, or
(ii)    in a proceeding by or in the right of the Corporation to procure a judgment in its favor, against expenses (including attorneys’ fees) actually and reasonably incurred by such person or on such person’s behalf in connection with the defense or settlement of such proceeding and any appeal therefrom if the person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Corporation provided that no indemnification shall be made in respect of any claim, issue or matter as to which the person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware (the “ Court of Chancery ”) or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper .
(b)     Indemnification in Respect of Successful Defense . To the extent that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any proceeding referred to in Section 6.01(a) or in defense of any claim, issue or matter therein, such person shall be indemnified by the Corporation against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

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(c)     Indemnification in Respect of Proceedings Instituted by Indemnitee . Notwithstanding anything herein to the contrary, Section 6.01(a) does not require the Corporation to indemnify a present or former director or officer of the Corporation in respect of a proceeding (or part thereof) instituted by such person on his or her own behalf, unless such proceeding (or part thereof) has been authorized by the Board or the indemnification requested is pursuant to the last sentence of Section 6.03 of these By-laws.
Section 6.02.     Advance of Expenses . The Corporation shall to the fullest extent permitted by law advance all expenses (including reasonable attorneys’ fees) incurred by a present or former director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding prior to the final disposition of such proceeding upon written request of such person and delivery of an undertaking by such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation under this Article VI or otherwise. The Corporation may authorize any counsel for the Corporation to represent (subject to applicable conflict of interest considerations) such present or former director or officer in any proceeding, whether or not the Corporation is a party to such proceeding.
Section 6.03.     Procedure for Indemnification . Any indemnification under Section 6.01 of these By-laws or any advance of expenses under Section 6.02 of these By-laws shall be made only against a written request therefor (together with supporting documentation) submitted by or on behalf of the person seeking indemnification or advance. Indemnification may be sought by a person under Section 6.01 of these By-laws in respect of a proceeding only to the extent that both the expenses and liabilities for which indemnification is sought and all portions of the proceeding relevant to the determination of whether the person has satisfied any appropriate standard of conduct have become final. A person seeking indemnification or advance of expenses may seek to enforce such person’s rights to indemnification or advance of expenses (as the case may be) in the Delaware Court of Chancery to the extent all or any portion of a requested indemnification has not been granted within 90 days of, or to the extent all or any portion of a requested advance of expenses has not been granted within 20 days of, the receipt of such request by the Corporation. All reasonable expenses (including reasonable attorneys’ fees) incurred by such person in connection with successfully establishing such person’s right to indemnification or advancement of expenses under this Article VI, in whole or in part, shall also be indemnified by the Corporation.
Section 6.04.     Burden of Proof .
(a)    In any proceeding brought to enforce the right of a person to receive indemnification to which such person is entitled under Section 6.01 of these By-laws, the Corporation has the burden of demonstrating that the standard of conduct applicable under the DGCL or other applicable law was not met. A prior determination by the Corporation (including its Board or any Committee thereof, its independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct does not itself constitute evidence that the claimant has not met the applicable standard of conduct.
(b)    In any proceeding brought to enforce a claim for advances to which a person is entitled under Section 6.02 of these By-laws, the person seeking an advance need only show that he or she has satisfied the requirements expressly set forth in Section 6.02 of these By-laws.
Section 6.05.     Contract Right; Non-Exclusivity; Survival .
(a)    The rights to indemnification and advancement of expenses provided by this Article VI shall be deemed to be separate contract rights between the Corporation and each director and officer who serves in any such capacity at any time while these provisions as well as the relevant provisions of the DGCL are in effect, and no repeal or modification of any of these provisions or any relevant provisions of the DGCL shall adversely affect any right or obligation of such director or officer existing at the time of such repeal or modification with respect to any state of facts then or previously existing or any proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such “contract rights” may not be modified retroactively as to any present or former director or officer without the consent of such director or officer.

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(b)    The rights to indemnification and advancement of expenses provided by this Article VI shall not be deemed exclusive of any other indemnification or advancement of expenses to which a present or former director or officer of the Corporation seeking indemnification or advancement of expenses may be entitled by any agreement, vote of stockholders or disinterested directors, or otherwise.
(c)    The rights to indemnification and advancement of expenses provided by this Article VI to any present or former director or officer of the Corporation shall inure to the benefit of the heirs, executors and administrators of such person.
Section 6.06.     Insurance . The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, manager or agent of another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person or on such person’s behalf in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article.
Section 6.07.     Employees and Agents . The Board, or any officer authorized by the Board generally or in the specific case to make indemnification decisions, may cause the Corporation to indemnify any present or former employee or agent of the Corporation in such manner and for such liabilities as the Board may determine, up to the fullest extent permitted by the DGCL and other applicable law.
Section 6.08.     Interpretation; Severability . Terms defined in Sections 145(h) or 145(i) of the DGCL have the meanings set forth in such sections when used in this Article VI. If this Article VI or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director or officer of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article VI that shall not have been invalidated and to the fullest extent permitted by applicable law.
ARTICLE VII    

OFFICES
Section 7.01.     Registered Office . The registered office of the Corporation in the State of Delaware shall be located at the location provided in the Certificate of Incorporation.
Section 7.02.     Other Offices . The Corporation may maintain offices or places of business at such other locations within or without the State of Delaware as the Board may from time to time determine or as the business of the Corporation may require.
ARTICLE VIII    

GENERAL PROVISIONS
Section 8.01.     Dividends .
(a)    Subject to any applicable provisions of law and the Certificate of Incorporation, dividends upon the shares of the Corporation may be declared by the Board and any such dividend may be paid in cash, property or shares of the Corporation’s stock out of its surplus, as defined in the DGCL, or in the case there shall be no such surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.
(b)    A member of the Board, or a member of any Committee designated by the Board, shall be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or Committees of the Board, or by any

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other person as to matters the director reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation, as to the value and amount of the assets, liabilities and/or net profits of the Corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid.
Section 8.02.     Reserves . There may be set apart out of any funds of the Corporation available for dividends such sum or sums as the Board from time to time may determine proper as a reserve or reserves for meeting contingencies, equalizing dividends, repairing or maintaining any property of the Corporation or for such other purpose or purposes as the Board may determine conducive to the interest of the Corporation, and the Board may similarly modify or abolish any such reserve.
Section 8.03.     Execution of Instruments . Except as otherwise required by law or the Certificate of Incorporation, the Board or any officer of the Corporation authorized by the Board may authorize any other officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation and such execution or signature shall be binding upon the Corporation. Any such authorization must be in writing or by electronic transmission and may be general or limited to specific contracts or instruments.
Section 8.04.     Voting as Stockholder . Unless otherwise determined by resolution of the Board, the Chief Executive Officer and President or any Vice President shall have full power and authority on behalf of the Corporation to attend any meeting of stockholders or securityholders of any entity in which the Corporation may hold stock or other securities, and to act, vote (or execute proxies to vote) and exercise in person or by proxy all other rights, powers and privileges incident to the ownership of such stock or other securities at any such meeting, or through action without a meeting. The Board may by resolution from time to time confer such power and authority (in general or confined to specific instances) upon any other person or persons.
Section 8.05.     Fiscal Year . Unless otherwise fixed by the Board, the fiscal year of the Corporation shall commence on the first day of January of each year and shall terminate in each case on December 31.
Section 8.06.     Seal . The seal of the Corporation shall be circular in form and shall contain the name of the Corporation, the year of its incorporation and the words “Corporate Seal” and “Delaware”. The form of such seal shall be subject to alteration by the Board. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or reproduced or may be used in any other lawful manner.
Section 8.07.     Books and Records; Inspection . Except to the extent otherwise required by law, the books and records of the Corporation shall be kept at such place or places within or without the State of Delaware as may be determined from time to time by the Board.
Section 8.08.     Electronic Transmission . “ Electronic transmission ”, as used in these By-laws, means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.
ARTICLE IX    

AMENDMENT OF BY-LAWS
Section 9.01.     Amendment . Subject to the terms and conditions of the Shareholder Agreement and the provisions of the Certificate of Incorporation, these By-laws may be amended, altered or repealed:
(a)    by the affirmative vote of at least a majority of the directors then in office at any special or regular meeting of the Board if, in the case of such special meeting only, notice of such amendment, alteration or repeal is contained in the notice or waiver of notice of such meeting,

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(b)    until the first date on which AXA ceases to beneficially own (directly or indirectly) more than fifty percent (50%) of the outstanding shares of common stock (the “ Trigger Date ”), the affirmative vote of the holders of at least a majority of the outstanding shares of common stock entitled to vote at any annual or special meeting of stockholders if, in the case of such special meeting only, notice of such amendment, alteration or repeal is contained in the notice or waiver of notice of such meeting, or
(c)    from and after the Trigger Date, the affirmative vote of the holders of at least two-thirds (66 2⁄3%) of the outstanding shares of common stock entitled to vote at any annual or special meeting of stockholders if, in the case of such special meeting only, notice of such amendment, alteration or repeal is contained in the notice or waiver of notice of such meeting.
So long as the Shareholder Agreement remains in effect, the Board shall not approve any amendment, alteration or repeal of any provision of these By-laws, or the adoption of any new by-law, that would be contrary to or inconsistent with the terms and conditions of the Shareholder Agreement, or this sentence. Notwithstanding the foregoing, ( x ) no amendment to the Shareholder Agreement (whether or not such amendment modifies any provision of the Shareholder Agreement to which these By-laws are subject) shall be deemed an amendment of these By-laws for purposes of this Section 9.01 and ( y ) no amendment, alteration or repeal of Article VI of these By-laws shall adversely affect any right or protection existing under these By-laws immediately prior to such amendment, alteration or repeal, including any right or protection of a present or former director or officer thereunder in respect of any act or omission occurring prior to the time of such amendment.
ARTICLE X    

CONSTRUCTION
Section 10.01.     Construction . In the event of any conflict between the provisions of these By-laws as in effect from time to time and the provisions of the Certificate of Incorporation of the Corporation as in effect from time to time, the provisions of such Certificate of Incorporation shall be controlling.

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EXECUTION VERSION


SHAREHOLDER AGREEMENT
BETWEEN
AXA EQUITABLE HOLDINGS, INC.
AND
AXA S.A.
DATED AS OF May 4, 2018







ARTICLE I
DEFINITIONS
1.1
Definitions.
1
1.2
Beneficial Ownership.
6
1.3
Timing of Provisions.
6
ARTICLE II
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
2.1
Charter and By-Laws.
7
2.2
Board of Directors.
7
2.3
Audit Committee of the Board of Directors.
8
2.4
Compensation Committee of the Board of Directors.
9
2.5
Nominating and Governance Committee of the Board of Directors.
10
2.6
Finance and Risk Committee of the Board of Directors.
11
2.7
Executive Committee of the Board of Directors.
11
2.8
Management Risk Committee.
12
2.9
Asset Liability Management Committee.
12
2.10
Implementation.
13
ARTICLE III
AXA APPROVAL AND CONSENT RIGHTS
3.1
AXA Approval and Consent Rights at Thirty Percent Threshold.
13
3.2
Implementation.
16
ARTICLE IV
INFORMATION, DISCLOSURE AND FINANCIAL ACCOUNTING
4.1
Information Rights During Equity Accounting Periods.
16
4.2
Information Rights During Full Consolidation Periods.
17
4.3
General Information Requirements.
18
4.4
Reporting Coordination Committee.
19
4.5
Matters Concerning Auditors.
19
4.6
Release of Information and Public Filings.
20
4.7
Information in Connection with Regulatory or Supervisory Requirements.
21
4.8
Implementation with Respect to Legal Disclosures.
22
4.9
Expenses.
23
ARTICLE V
SUBSEQUENT SALES OF COMMON STOCK
5.1
Registration Rights.
23
5.2
Lock-Up Provisions.
23
ARTICLE VI
OTHER PROVISIONS
6.1
Other Agreements.
24
6.2
Related Party Transaction Policy.
24
6.3
Certain Policies and Procedures.
24
6.4
Access to Personnel and Data.
25
6.5
Access to Historical Records.
25

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6.6
Indemnification; Liability Insurance.
26
ARTICLE VII
REQUIREMENTS WITH RESPECT
TO AXA-GUARANTEED OBLIGATIONS
7.1
Reimbursement Obligations with Respect to AXA Guarantees.
29
ARTICLE VIII
INDEMNIFICATION
8.1
General Cross Indemnification.
30
8.2
Procedure.
30
8.3
Other Matters.
31
ARTICLE IX
DISPUTE RESOLUTION
9.1
Negotiation and Mediation.
31
9.2
Arbitration.
32
9.3
Confidentiality.
33
ARTICLE X
GENERAL PROVISIONS
10.1
Obligations Subject to Applicable Law.
34
10.2
Notices.
34
10.3
Specific Performance; Remedies.
34
10.4
Applicable Law.
35
10.5
Severability.
35
10.6
Confidential Information.
35
10.7
Amendment, Modification and Waiver.
35
10.8
Assignment.
36
10.9
Further Assurances.
36
10.10
Third Party Beneficiaries.
36
10.11
Discretion of Parties.
36
10.12
Entire Agreement.
36
10.13
Term.
36
10.14
Counterparts.
37
Schedules and Annexes
Schedule 1.1A - AXA Guarantees
Schedule 1.1B - Other Agreements
Schedule 2.2(a) - Board of Directors
Schedule 4.6(b) - Public Reporting Protocol Prior to Majority Holder Date
Annex A - Registration Rights Agreement
Annex B - Form of Amended and Restated Certificate of Incorporation
Annex C - Form of Amended and Restated By-Laws


ii




SHAREHOLDER AGREEMENT
This Shareholder Agreement, dated as of May 4, 2018 (this “ Agreement ”) is between AXA Equitable Holdings, Inc., a Delaware corporation (the “ Company ”), and AXA S.A., a société anonyme formed under the laws of France (“ AXA ”) (each a “ Party ” and, collectively, the “ Parties ”).
RECITALS :
WHEREAS , AXA is the direct owner of all of the issued and outstanding Common Stock (as defined herein) of the Company immediately prior to the date hereof;
WHEREAS , following Completion of the IPO (as defined herein), AXA will continue to own a majority of the outstanding Common Stock; and
WHEREAS , the Parties hereto wish to set forth certain agreements that will govern certain matters between them following the Completion of the IPO.
NOW, THEREFORE , in consideration of the mutual promises and covenants set forth herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:
ARTICLE I
DEFINITIONS
1.1      Definitions.
In this Agreement, the following terms shall have the following meanings:
“ ACPR ” means Autorité de Contrôle Prudentiel et de Résolution.
“ Actions ” has the meaning set forth in Section 8.1(a).
“ Agreed Coverage ” has the meaning set forth in Section 6.6(b).
“ Agreement ” and “ hereof ” and “ herein ” means this Shareholder Agreement, including all amendments, modifications and supplements and all annexes and schedules to any of the foregoing, and shall refer to this Agreement as the same may be in effect at the time such reference becomes operative.
“ AMF ” means Autorité des Marchés Financiers.
“ Applicable Law ” means any domestic or foreign statute, law (including the common law), ordinance, rule, regulation, published regulatory policy or guideline, order, judgment, injunction, decree, award or writ of any court, tribunal or other regulatory authority, arbitrator, governmental authority, or other Person having jurisdiction, or any consent, exemption, approval or license of any governmental authority that applies in whole or in part to a Party and, with respect to the Company, includes the Exchange Act, the Securities Act, the General Corporation Law of the State of Delaware, the rules of the SEC, insurance company laws and all related regulations, guidelines and instructions and the rules of the Exchange and any other exchange or quotation system on which the securities of the Company are listed or traded from time to time.
“ AXA ” has the meaning set forth in the preamble to this Agreement.
“ AXA Auditor ” means the independent certified public accountants responsible for conducting the audit of AXA’s annual financial statements.



“ AXA Director ” means a Director specified on Schedule 2.2(a) as an AXA Director, designated by AXA pursuant to its designation rights set forth in Section 2.2(e) hereof or otherwise designated in writing by AXA to the Board of Directors to act in such capacity, and “ AXA Directors ” has a correlative meaning. Any AXA Director may, at the discretion of AXA, be an Independent Director.
“ AXA Executive Officer ” means the Chief Executive Officer of AXA.
“ AXA Group Standards ” means the AXA Group Standards which apply to all AXA Group entities where AXA has the majority of the voting rights or otherwise exercises control.
“ AXA Guarantees ” means the guarantee obligations set forth on Schedule 1.1A hereto.
“ AXA Individual ” has the meaning set forth in Section 6.6(m).
“ Bankruptcy Laws ” means Title 11 of the United States Code, as amended, and other Federal, State or foreign laws principally dealing with the liquidation, reorganization, administration, conservatorship or receivership of insolvent debtors, including provisions of Federal, state and foreign laws and regulation principally dealing with the rehabilitation or liquidation of regulated insurance entities.
“ Board of Directors ” means the board of directors of the Company from time to time.
“ Business Day ” means any day except a ( i ) Saturday, ( ii ) Sunday, ( iii ) any day on which the principal office of the Company or of AXA is not open for business, and ( iv ) any other day on which commercial banks in New York or in France are authorized or obligated by law or executive order to close.
“ Capital Stock ” means any and all shares or units of, rights to purchase, warrants or options for, or other equivalents of or interests in (however designated) the equity capital of a Person or a security convertible (whether or not such conversion is contingent or conditional) into the equity capital of a Person.
“ Cause ” means (i) the willful failure of an employee to perform substantially his or her duties as an employee of the Company or any of its affiliates after reasonable notice to the employee of such failure; (ii) the employee’s willful misconduct that is materially injurious to the Company or any of its affiliates; (iii) the employee’s having been convicted of, or entered a plea of nolo contendere to, a crime that constitutes a felony (other than a felony involving “limited vicarious liability”); or (iv) the willful breach of any written covenant or agreement with the Company or any of its affiliates not to disclose any information pertaining to the Company or any of its affiliates or not to compete or interfere with the Company or any of its affiliates. “Limited vicarious liability” shall mean any liability which is (i) based on acts of the Company for which the employee is responsible solely as a result of his or her office(s) with the Company and (ii) provided that (x) he or she was not directly involved in such acts and either had no prior knowledge of such intended actions or promptly acted reasonably and in good faith to attempt to prevent the acts causing such liability or (y) he or she did not have a reasonable basis to believe that a law was being violated by such acts. No act or failure to act will be considered “willful” unless it is done, or omitted to be done, in bad faith and without reasonable belief that this action or omission was in the best interests of the Company.
“ CEO ” means the Chief Executive Officer of the Company from time to time (or the equivalent successor position), as appointed by the Board of Directors.
“ CFO ” means the Chief Financial Officer of the Company from time to time (or the equivalent successor position), as appointed by the Board of Directors.
“ Common Stock ” means the common stock, par value $0.01, of the Company.
“ Company ” has the meaning set forth in the preamble to this Agreement.

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“ Company Auditor ” means the independent registered public accounting firm responsible for conducting the audit of the Company’s annual financial statements.
“ Company Slate ” means the candidates for election as Director proposed or recommended by the Board of Directors to the Company’s stockholders in connection with a meeting of stockholders.
“ Completion of the IPO ” means the occurrence of the settlement of the first sale of Common Stock pursuant to the IPO Registration Statement.
“ COO ” means the Chief Operating Officer of the Company from time to time (or the equivalent successor position), as appointed by the Board of Directors.
“ Coverage Change ” has the meaning set forth in Section 6.6(e).
“ Critical Policy ” has the meaning set forth in Section 6.3(a).
“ CRO ” means the Chief Risk Officer of the Company from time to time (or the equivalent successor position), as appointed by the Board of Directors.
“ Debt Exchange Offer ” means the registered exchange offer for the 3.900% senior notes due 2023, the 4.350% senior notes due 2028 and the 5.000% senior notes due 2048 pursuant to the registration rights agreement, dated April 20, 2018, by and among the Company, J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Wells Fargo Securities, LLC.
“ Delaware Courts ” means the U.S. federal and Delaware State courts located in the City of Wilmington in the State of Delaware.
“ Director ” means a member of the Board of Directors and “ Directors ” has a correlative meaning.
“ Disclosure Controls and Procedures ” means controls and other procedures designed to ensure that information required to be disclosed by the Company and AXA under Applicable Law is recorded, processed, summarized and reported within applicable time periods, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management, including the CEO and CFO, and to AXA, as appropriate to allow timely decisions regarding required disclosure.
“ Dispute ” has the meaning set forth in Section 9.1(a) hereof.
“ Dispute Resolution Process ” has the meaning set forth in Section 9.1(a) hereof.
“ Equity Awards ” means a grant to a Director, employee or financial professional of the Company or one of its Subsidiaries of vested or unvested shares of Common Stock or restricted Common Stock, options to acquire shares of Common Stock, restricted stock units, “phantom” stock units or similar interests in the Company’s common equity, in each case pursuant to an equity compensation plan approved by the Board of Directors.
“ Exchange ” means the New York Stock Exchange.
“ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended.
“ Executive Officer ” means the CEO, CFO, COO and all other Persons qualifying as “officers” of the Company for purposes of Rule 16a-1(f) under the Exchange Act.
“ First Threshold Date ” means the first date on which AXA ceases to beneficially own at least 35% of the outstanding Common Stock.

3


“ Fourth Threshold Date ” means the date on which AXA ceases to beneficially own at least 10% of the outstanding Common Stock.
“ GAAP ” means generally accepted accounting principles in the United States, as in effect from time to time.
“ Governmental Authority ” means ACPR, AMF and any federal, state, local, domestic or foreign agency, court, tribunal, administrative body, arbitration panel, department or other legislative, judicial, governmental, quasi-governmental entity or self-regulatory organization with competent jurisdiction.
“ Group NAS Policy ” means the AXA policy on Auditor Independence and the Provision of Non-Audit Services from time to time.
“ IFRS ” means International Financial Reporting Standards, as adopted by the European Union.
“ Indemnifying Party ” has the meaning set forth in Section 8.2(a).
“ Indemnitee ” has the meaning set forth in Section 8.2(a).
“ Independent Director ” means a Director who is both ( i ) a NYSE Independent Director and ( ii ) “independent” for purposes of Rule 10A-3(b)(1) under the Exchange Act.
“ Information Party ” has the meaning set forth in Section 4.8(c) hereof.
“ Internal Control Over Financial Reporting ” means a process designed by, or under the supervision of, the CEO and CFO and effected by the Board of Directors, Company management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that ( i ) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, ( ii ) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management of the Company and the Board of Directors and ( iii ) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements.
“ IPO Registration Statement ” means the Registration Statement on Form S-1, as amended, relating to the initial public offering of the Common Stock.
“ Losses ” has the meaning set forth in Section 8.1(a).
“ Majority Holder Date ” means the first date on which AXA ceases to beneficially own more than 50% of the outstanding Common Stock.
“ Notice of Dispute ” has the meaning set forth in Section 9.1(a).
“ NYSE Independent Director ” means a Director who is “independent” within the meaning of that term used in Rule 303A.02 of the NYSE Manual, taking into account the additional factors specified in Rule 303A.02(a)(ii) for compensation committee members.
“ NYSE Manual ” means the Listed Company Manual of the New York Stock Exchange, as amended.
“ Other Agreements ” means those agreements between the Company or its Subsidiaries and AXA or its Subsidiaries and listed on Schedule 1.1B hereto.

4


“ Party ” and “ Parties ” have the respective meanings set forth in the preamble to this Agreement.
“ Person ” means any individual, corporation, partnership, joint venture, limited liability company, association or other business entity and any trust, unincorporated organization or government or any agency or political subdivision thereof.
“ Qualified Compensation Director ” means a Director who is a “Non-Employee Director” as defined in Rule 16b-3(b)(3)(i) under the Exchange Act.
“ Registration Rights Agreement ” means the registration rights agreement dated the date hereof between the Company and AXA in the form attached hereto as Annex A.
“ Regulation S-K ” means Regulation S-K, as amended, under the Securities Act.
“ SEC ” means the United States Securities and Exchange Commission.
“ Second Threshold Date ” means the date on which AXA ceases to beneficially own at least 30% of the outstanding Common Stock.
“ Securities Act ” means the United States Securities Act of 1933, as amended.
“ Sign Off Procedures ” means the accounting and financial sign-off procedure for half year and full year financial closing communicated to the Company from time to time.
“ Subsidiary ” of a Party shall mean any corporation, partnership, joint venture, limited liability company, association or other entity of which such Party has the ownership, directly or indirectly, of more than fifty percent (50%) of the voting securities or similar ownership interests, including any securities or similar ownership interests which are voting only upon the occurrence of a contingency where such contingency has occurred and is continuing. For purposes of this Agreement, ( i ) no investment fund, investment company, collective investment trust or similar vehicle sponsored, formed or seeded by the Company or any of its Subsidiaries shall be deemed to be a Subsidiary of the Company and ( ii ) the Company and its Subsidiaries shall not be deemed to be Subsidiaries of AXA.
“ Third Threshold Date ” means the date on which AXA ceases to beneficially own at least 20% of the outstanding Common Stock.
“ Trademark License Agreement ” means the trademark license agreement, dated May 4, 2018, between AXA S.A. and the Company.
“ Wholly Owned Subsidiary ” means a Subsidiary, 100% of the Capital Stock of which is owned, directly or indirectly, by a Party.
1.2      Beneficial Ownership.
For purposes of this Agreement, AXA shall be deemed to beneficially own securities which are beneficially owned by AXA’s Subsidiaries.
1.3      Timing of Provisions.
In this Agreement, any provision which applies “until” a specified date shall apply on such specified date, and shall cease to apply on the date immediately following such specified date.
ARTICLE II     
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

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2.1      Charter and By-Laws.
(a)    The Company shall no later than the Completion of the IPO, file with the Secretary of State of the State of Delaware, and cause to become effective, the amended and restated certificate of incorporation in the form attached hereto as Annex B.
(b)    The Board of Directors shall no later than the Completion of the IPO, adopt the amended and restated by-laws in the form attached hereto as Annex C.
2.2      Board of Directors.
(a)    As of the Completion of the IPO, the Board of Directors shall consist of nine members, and from the Completion of the IPO until the Majority Holder Date, subject to Section 2.2(g), the Company and AXA shall use their best efforts to cause the Board of Directors to consist of nine members, in each case as follows:
(i)
the CEO;
(ii)
five AXA Directors; and
(iii)
three Independent Directors.
(b)    Until the Majority Holder Date, the Company shall, and shall use its best efforts to cause the Board of Directors to, cause the Chairman of the Board of Directors to be an AXA Director.
(c)    At all times, at least two of the Independent Directors shall also be Qualified Compensation Directors.
(d)    Until the Second Threshold Date, the Company shall not change the number of Directors on the Board of Directors without the consent of AXA.
(e)    AXA shall have the right to include on each Company Slate the following number of Directors, which shall each be designated as “ AXA Directors ”:
(i)
Until the Majority Holder Date, a majority of the Directors on the Board of Directors (or such lower number as AXA shall determine);
(ii)
After the Majority Holder Date and until the First Threshold Date:  three;
(iii)
After the First Threshold Date and until the Fourth Threshold Date:  two; and
(iv)
After the Fourth Threshold Date, none.
(f)    Until the Fourth Threshold Date, the Company shall, and shall use its best efforts to cause the Board of Directors to, do each of the following:
(i)
cause there to be on the Board of Directors at all times that number of AXA Directors for which AXA maintains designation rights pursuant to Section 2.2(e);
(ii)
fill any vacancy on the Board of Directors created by the resignation, removal or incapacity of any AXA Director with another AXA Director candidate identified by AXA, to the extent AXA would at such time have designation rights for such AXA Director candidate pursuant to Section 2.2(e); and

6


(iii)
not permit the removal of any AXA Director without AXA’s consent, to the extent AXA would at such time have designation rights for such AXA Director pursuant to Section 2.2(e).
(g)    Unless otherwise consented to by the Company, AXA shall cause within 60 days of: ( i ) the Majority Holder Date, two AXA Directors (such AXA Directors to be designated by AXA) to resign from the Board of Directors if at such time there are more than three AXA Directors on the Board of Directors, ( ii ) the First Threshold Date, one AXA Director (such AXA Director to be designated by AXA) to resign from the Board of Directors if at such time there are more than two AXA Directors on the Board of Directors and ( iii ) the Fourth Threshold Date, any remaining AXA Directors to resign from the Board of Directors.
2.3      Audit Committee of the Board of Directors.
(a)    As of the Completion of the IPO, the Board of Directors shall have established an audit committee that shall consist of ( i ) three Independent Directors and ( ii ) one AXA Director (so long as such AXA Director shall also meet the standard for audit committee membership as set forth in the NYSE Manual) who shall be appointed by the Board of Directors. Until the date immediately preceding the first anniversary of the date upon which the IPO Registration Statement becomes effective, such AXA Director need not be an Independent Director. On or prior to the earlier of the first anniversary of the date upon which the IPO Registration Statement becomes effective and the Second Threshold Date, any AXA Director shall resign from the audit committee and, thereafter, such committee shall consist of three Independent Directors.
(b)    If the Second Threshold Date occurs after the first anniversary of the date upon which the IPO Registration Statement becomes effective, then until the Second Threshold Date, AXA shall have the right to designate one Independent Director to the audit committee, so long as such Independent Director shall also meet the standards for audit committee membership as set forth in the NYSE Manual.
(c)    The audit committee shall have responsibilities and authority consistent with Rule 10A-3 under the Exchange Act and Rule 303A.07 of the NYSE Manual, and such additional responsibilities and authority, not inconsistent with this Agreement, as shall be delegated to it by the Board of Directors from time to time.
(d)    The audit committee shall have at all times at least one member who is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K under the Exchange Act.
2.4      Compensation Committee of the Board of Directors.
(a)    As of the Completion of the IPO, the Board of Directors shall have established a compensation committee that shall consist of ( i ) two Independent Directors (which are also Qualified Compensation Directors) and ( ii ) one AXA Director (as determined by the Board of Directors). Until the Majority Holder Date, AXA shall have the right to designate one AXA Director who shall be appointed by the Board of Directors to the compensation committee. Within 60 days of the Majority Holder Date, such AXA Director shall resign from the compensation committee and thereafter, the compensation committee shall consist of three Independent Directors. After the Majority Holder Date and until the Second Threshold Date, AXA shall have the right to designate one Independent Director to the compensation committee.
(b)    From the Completion of the IPO until the Majority Holder Date, the following provisions will apply:
(i)
the compensation committee of the Board of Directors shall be responsible for:
(A)
reviewing and approving the compensation of each of the Executive Officers;

7


(B)
reviewing the equity compensation plans and other compensation plans of the Company, and making recommendations to the Board of Directors as to any changes to such plans;
(C)
making recommendations to the Board of Directors as to performance-based awards and target levels under performance-based compensation arrangements;
(D)
preparing, or supervising the preparation of, the report required by Item 407(e)(5) of Regulation S-K for inclusion in the Company’s proxy statement; and
(E)
such other responsibilities, not inconsistent with this Agreement, as shall be delegated to it by the Board of Directors from time to time; and
(ii)
the Board of Directors shall be responsible for:
(A)
approving and adopting the equity compensation plans and other compensation plans of the Company; and
(B)
approving performance-based awards and target levels under performance-based compensation arrangements.
(c)    On the Majority Holder Date (or on such earlier date as AXA shall determine), to the extent not already so delegated, the Board of Directors shall delegate to the compensation committee the responsibilities and authority set forth in Section 303A.05 of the NYSE Manual.
(d)    From the Completion of the IPO until the Majority Holder Date, and during any other time that the compensation committee includes members who are not Qualified Compensation Directors, the compensation committee shall maintain a subcommittee consisting solely of two or more Qualified Compensation Directors who shall be responsible for:
(i)
approving any grants of equity or equity-based compensation awards to an Executive Officer or Director of the Company; and
(ii)
such other matters as shall be delegated to the subcommittee by the compensation committee or as shall be required by Applicable Law to be approved or determined by Qualified Compensation Directors.
(e)    From the Completion of the IPO until the Majority Holder Date, and except for those matters specifically reserved in Section 2.4(d) for approval by a subcommittee of Qualified Compensation Directors, the compensation committee shall only act with the consent of a majority of the members of the compensation committee, which majority must include an AXA Director, unless such action is required by Applicable Law to be approved solely by Independent Directors.
(f)    Following the Majority Holder Date, the compensation committee shall have responsibilities and authority consistent with Rule 303A.05 of the NYSE Manual, and such additional responsibilities and authority, not inconsistent with this agreement, as shall be delegated to it by the Board of Directors from time to time.
2.5      Nominating and Governance Committee of the Board of Directors.
(a)    As of the Completion of the IPO, the Board of Directors shall have established a nominating and governance committee consisting of ( i ) two Independent Directors and ( ii ) one AXA Director (as determined by the Board of Directors). Until the Majority Holder Date, AXA shall have the right to designate one AXA Director who will be appointed by the Board of Directors to the nominating and governance committee. Within 60 days of the Majority Holder Date, such AXA Director shall resign from the nominating and governance committee and,

8


thereafter, the nominating and governance committee shall consist of three Independent Directors. After the Majority Holder Date and until the Second Threshold Date, AXA shall have the right to designate one Independent Director to the nominating and governance committee.
(b)    Until the Majority Holder Date, the nominating and governance committee shall only act with the consent of a majority of the members of the committee, which majority must include an AXA Director, unless such action is required by Applicable Law to be approved solely by Independent Directors.
(c)    The nominating and governance committee shall at all times exercise the responsibilities and authority set forth under Rule 303A.04 of the NYSE Manual, and such additional responsibilities and authority, not inconsistent with this agreement, as shall be delegated to it by the Board of Directors from time to time, subject in each case to AXA’s designation rights under Section 2.2(e) hereof.
2.6      Finance and Risk Committee of the Board of Directors.
(a)    As of the Completion of the IPO, the Board of Directors shall have established a finance and risk committee consisting of three Independent Directors as shall be determined by the Board of Directors and with such responsibilities, not inconsistent with this Agreement, as shall be determined by the Board of Directors.
(b)    Until the Second Threshold Date, AXA shall have the right to designate one of the three Independent Directors constituting the finance and risk committee.
2.7      Executive Committee of the Board of Directors.
(a)    As of the Completion of the IPO, the Board of Directors shall have established an executive committee consisting of:
(i)
the CEO;
(ii)
one Independent Director who is not an AXA Director; and
(iii)
two AXA Directors.
(b)    Until the Majority Holder Date, AXA shall have the right to designate two AXA Directors who will be appointed by the Board of Directors to the executive committee of the Board of Directors.
(c)    Until the Majority Holder Date, the executive committee shall only act with the consent of a majority of the members of the executive committee, which majority must include an AXA Director.
(d)    Following the Majority Holder Date but prior to the First Threshold Date, ( i ) AXA shall have the right to designate one AXA Director to the executive committee and ( ii ) one AXA Director on the executive committee of the Board of Directors may be replaced by a Director, as determined by the Board of Directors.
(e)    Following the First Threshold Date, any remaining AXA Directors may be replaced by one or more Directors, as determined by the Board of Directors.
(f)    At any time that any AXA Directors are members of the executive committee, such AXA Directors shall be available to the other committee members on short notice (generally meaning within 24 hours of any communication being sent), or shall provide for a delegate (who shall also be an AXA Director) to be available within such a time period.
(g)    The executive committee of the Board of Directors shall have such authority as shall be delegated to it by the Board of Directors from time to time; provided , however , that until the Fourth Threshold Date, the

9


executive committee shall report promptly to the Board of Directors any actions or decisions it has taken in reliance on its delegated authority.
2.8      Management Risk Committee.
(a)    As of the Completion of the IPO, the Board of Directors shall have established a management risk committee, which shall be a management committee and which shall report periodically (and no less frequently than before each regularly scheduled audit committee meeting) to the audit committee of the Board of Directors.
(b)    The management risk committee shall consist of ( i ) the CRO and ( ii ) such other employees of the Company as shall be appointed from time-to-time by the CEO.
(c)    Until the Third Threshold Date, AXA shall be entitled to appoint one observer to attend each meeting of the management risk committee, and shall be sent a copy of all materials, reports and other communications from the management risk committee. The presence or participation of such observers shall not be required for the management risk committee to act, provided, however, that such presence or participation may not be interfered with by the Company.
(d)    The management risk committee shall be the principal management committee of the Company responsible for assisting the audit committee and the finance and risk committee of the Board of Directors and the Board of Directors in monitoring the Company’s risk and capital profile and policies. The Board of Directors shall be entitled to receive reports directly from the Company’s CRO.
2.9      Asset Liability Management Committee.
(a)    As of the Completion of the IPO, the Board of Directors shall have established an asset liability management committee, which shall be a management committee and which shall report periodically (and no less frequently than before each regularly scheduled meeting of the Board of Directors) to the Board of Directors.
(b)    The asset liability management committee shall consist of such employees of the Company as shall be appointed from time-to-time by the CEO.
(c)    Until the Third Threshold Date, AXA shall be entitled to appoint one observer to attend each meeting of the asset liability management committee, and shall be sent a copy of all materials, reports and other communications from the asset liability management committee. The presence or participation of such observers shall not be required for the asset liability management committee to act, provided, however, that such presence or participation may not be interfered with by the Company.
(d)    The asset liability management committee shall be the principal management committee of the Company responsible for setting the Company’s investment policies and practices and hedging strategy subject to approval by the Board of Directors, monitoring the Company’s general account and other investments and assisting the Board of Directors in its oversight of these matters.
2.10      Implementation.
(a)    The Company shall make such disclosures, and shall take such other steps, as shall be required to avail itself of such exemptions from Exchange rules and other Applicable Law so as to permit the full implementation of this Article II.
(b)    Any determination by or consent of AXA pursuant to this Article II shall be evidenced in writing signed by an AXA Executive Officer. The signature of an AXA Executive Officer who is also an AXA Director on a unanimous written consent by the Board of Directors shall not constitute consent or approval under this Section 2.10(b).

10


(c)    For the avoidance of doubt, except as expressly stated above, AXA Directors ( i ) shall not be required to be Independent Directors or meet any standard of independence from the Company and ( ii ) may be officers or employees of AXA, but not of the Company.
ARTICLE III     
AXA APPROVAL AND CONSENT RIGHTS
3.1      AXA Approval and Consent Rights at Thirty Percent Threshold.
(a)    Until the Second Threshold Date, the Company shall not (either directly or indirectly through a Subsidiary, or through one or a series of related transactions) take any of the following actions without the prior written consent of AXA:
(i)
Any merger, consolidation or similar transaction (or any amendment to or termination of an agreement to enter into such a transaction) involving the Company or any Subsidiary of the Company, on the one hand, and any other Person, on the other hand; other than ( A ) an acquisition of 100% of the Capital Stock of such other Person or ( B ) disposition of 100% of the Capital Stock of a Subsidiary of the Company, in each case involving consideration not exceeding $250 million;
(ii)
Any acquisition or disposition of securities, assets or liabilities (including through reinsurance on a proportional or non-proportional basis whether involving full or partial risk transfer or for other purposes of surplus or capital relief) involving consideration or book value greater than $250 million, other than transactions involving assets invested in the Company’s consolidated general account and approved in accordance with the Company’s established policies and procedures to monitor invested assets;
(iii)
Any increase or decrease in the authorized Capital Stock of the Company, or the creation of any new class or series of Capital Stock of the Company;
(iv)
Any issuance or acquisition (including stock buy-backs, redemptions, and other reductions of capital) of Capital Stock, or securities convertible into or exchangeable or exercisable for Capital Stock or equity-linked securities, of the Company or any of its Subsidiaries (including any partnership interests or units of AllianceBernstein Holding L.P. or AllianceBernstein L.P.), except:
(A)
issuances of Equity Awards;
(B)
issuances of Capital Stock of a Subsidiary to a Wholly Owned Subsidiary, or acquisitions of Capital Stock (other than any partnership interests or units of AllianceBernstein Holding L.P. or AllianceBernstein L.P.) of a Subsidiary by a Wholly Owned Subsidiary;
(C)
issuances or acquisitions of Capital Stock that, in the express judgment of the Board of Directors as stated in the authorizing resolutions thereof, are necessary to maintain compliance with covenants contained in any instrument under which the Company or any Subsidiary has issued indebtedness; and
(D)
acquisitions of Capital Stock in connection with the funding of Equity Awards or to prevent shareholder dilution from the issuance of Equity Awards.
(v)
Any issuance or acquisition (including redemptions, prepayments, open-market or negotiated repurchases or other transactions reducing the outstanding debt of the Company or any Subsidiary) of any debt security of the Company or any Subsidiary to or

11


from a third party, in each case involving an aggregate principal amount exceeding $250 million, except the Debt Exchange Offer;
(vi)
Any other incurrence of a debt obligation of the Company or any Subsidiary to a third party having a principal amount greater than $250 million, except the Debt Exchange Offer and the roll-over of existing amounts of debt or other obligations ( A ) incurred in connection with repurchase agreements and securities lending, ( B ) owed to a Federal Home Loan Bank, or ( C ) to the extent the proceeds of which are used directly or indirectly (including for the purpose of funding portfolios that are used to fund trusts) in order to support AXXX, XXX and other similar insurance reserve requirements.
(vii)
Entry into or termination of any joint venture or cooperation arrangements involving assets having a book value exceeding $250 million;
(viii)
The listing or delisting of securities of the Company or any of its Subsidiaries on a securities exchange, other than the listing or delisting of debt securities on the Exchange or any other securities exchange located solely in the United States;
(ix)
( A ) The formation of, or delegation of authority to, any new committee, or subcommittee thereof, of the Board of Directors, ( B ) the delegation of authority to any existing committee or subcommittee thereof not set forth in the committee’s charter or authorized by the Board of Directors prior to the Completion of the IPO or ( C ) any amendments to the charter (or equivalent authorizing document) of any committee, including any action to increase or decrease size of any committee (whether by amendment or otherwise), except in each case as required by Applicable Law;
(x)
The amendment (or approval or recommendation of the amendment) of the Company’s certificate of incorporation or by-laws;
(xi)
With respect to the Company or any Subsidiary, any filing or the making of any petition under Bankruptcy Laws, any general assignment for the benefit of creditors, any admission of an inability to meet obligations generally as they become due or any other act the consequence of which is to subject the Company or any Subsidiary to a proceeding under Bankruptcy Laws;
(xii)
Any commencement or settlement of material litigation or any regulatory proceedings if such litigation or regulatory proceeding is material to AXA or could reasonably be expected to have a material adverse effect on AXA’s reputation;
(xiii)
Entry into any material written agreement or settlement with, or any material written commitment to, a regulatory agency, or any settlement of a material enforcement action if such agreement, settlement or commitment is material to AXA or could reasonably be expected to have a material adverse effect on AXA’s reputation;
(xiv)
Any dissolution or winding-up of the Company;
(xv)
The election, appointment, hiring, dismissal or removal (other than for Cause) of the Company’s CEO or CFO;
(xvi)
The entry into, termination of or material amendment of any material contract with a third party, excluding, in each case, ( A ) any employment agreement, ( B ) any contract involving aggregate cumulative payments of $50 million or less or ( C ) any contract where entry into, termination of or material amendment of is otherwise expressly permitted by this Agreement or by any of the Other Agreements;

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(xvii)
Any material change to the nature or scope of the Company’s business immediately prior to the Completion of the IPO; or
(xviii)
Any material change in hedging strategy.
(b)    Until the later of ( i ) the date when AXA ceases to be required under IFRS to consolidate the financial statements of the Company with its financial statements and ( ii ) the Majority Holder Date, AXA shall have the right to approve the Company’s business plan or annual budget.
(c)    The Company shall not cease use of any licensed trademarks or otherwise rebrand its products and services prior to the termination of the Trademark License Agreement.
3.2      Implementation.
(a)    The consent or approval of AXA for any action for which AXA has consent or approval rights under this Article III shall be evidenced in writing signed by an AXA Executive Officer. The signature of an AXA Executive Officer who is also an AXA Director on a unanimous written consent by the Board of Directors shall not constitute consent or approval under this Section 3.2.
(b)    In exercising its rights pursuant to this Article III, AXA shall periodically consult with the Independent Directors and consider in good faith their views.
ARTICLE IV     
INFORMATION, DISCLOSURE AND FINANCIAL ACCOUNTING
4.1      Information Rights During Equity Accounting Periods.
(a)    The Company agrees that, during the period beginning when Section 4.2 hereof ceases to apply and ending on the later of ( A ) AXA being no longer required under IFRS ( x ) to account in its financial statements for its holdings in the Company under an equity method or ( y ) to consolidate the financial statements of the Company with its financial statements and ( B ) the Third Threshold Date, unless AXA shall earlier provide written notice to the Company that it is opting-out of this Section 4.1(a), the Company shall provide AXA with ( i ) information and data relating to the business and financial results of the Company and its Subsidiaries, ( ii ) access, during usual business hours, to the Company’s personnel, data and systems and ( iii ) the information and data required by Section 4.2(a)(ii) and (iii) hereof, in each case to the extent that such information, data or access is required for AXA to meet its legal, financial or regulatory obligations or requirements (as determined by AXA in its reasonable judgment) and on or prior to any deadline set by AXA for receipt of such information, data or access.
(b)    The Company agrees that, during the period beginning when Section 4.2 hereof ceases to apply and ending on the later of ( A ) AXA being no longer required under IFRS ( x ) to account in its financial statements for its holdings in the Company under an equity method or ( y ) to consolidate the financial statements of the Company with its financial statements and ( B ) the Third Threshold Date, the Company shall, and shall cause each of its Subsidiaries, to:
(i)
maintain Disclosure Controls and Procedures;
(ii)
maintain Internal Control Over Financial Reporting;
(iii)
provide quarterly certifications from its relevant officers and employees regarding Disclosure Controls and Procedures and Internal Control Over Financial Reporting; and
(iv)
maintain Sign Off Procedures.
4.2      Information Rights During Full Consolidation Periods.

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(a)    The Company agrees that, so long as AXA is required under IFRS to consolidate the financial statements of the Company with its financial statements, and in any case for all financial periods commencing prior to the Majority Holder Date:
(i)
General Principles. The Company shall continue to provide AXA with ( A ) information and data relating to the business and financial results of the Company and its Subsidiaries and ( B ) access to the Company’s personnel, data and systems, in each case in the same manner as it does immediately prior to the Completion of the IPO and on or prior to any deadline set by AXA for receipt of such information, data or access;
(ii)
Solvency II . The Company shall, and, where applicable, shall cause each of its Subsidiaries to:
(A)
produce calculations in respect of the Company (and its Subsidiaries if applicable) for the purposes of AXA’s Solvency II calculations and reporting requirements in line with AXA’s internal model including validation reports produced in line with AXA’s approved validation policy;
(B)
provide all information required or requested by AXA in respect of the Company (and its Subsidiaries if applicable) in order for AXA to comply with its Solvency II obligations, including without limitation detailed reports on assets and liabilities in the form required for AXA’s Quantitative Reporting Templates, supervisory reporting and Solvency & Financial Condition Report in addition to assets and liabilities valued in accordance with local rules to calculate available capital for the Company’s risk-based capital requirement for so long as the United States is regarded as equivalent for the purposes of Solvency II;
(C)
provide all reasonable assistance to AXA in relation to its Solvency II calculations and regulatory reporting at a group level, including without limitation with respect to AXA’s group-wide recovery and resolution planning, in the timescales required; and
(D)
provide all reasonable assistance to AXA in connection with its reporting requirements as a Globally Systemic Insurance Company;
(iii)
Actuarial Indicators . The Company shall, and, where applicable, shall cause each of its Subsidiaries to continue to provide AXA with all data, information and calculations necessary for AXA to produce any requested actuarial indicators, including embedded value, new business value, free cash flow and internal rate of return;
(iv)
Accounting Systems and Principles. The Company shall maintain accounting principles, systems and reporting formats that are consistent with AXA’s financial accounting practices in effect as of the Completion of the IPO, and shall thereafter in good faith consider any changes to such principles, systems or reporting formats requested by AXA;
(v)
Controls and Procedures . The Company shall, and shall cause each of its Subsidiaries, to:
(A)
maintain Disclosure Controls and Procedures;
(B)
maintain Internal Control Over Financial Reporting;
(C)
provide quarterly certifications from its relevant officers and employees regarding Disclosure Controls and Procedures and Internal Control Over Financial Reporting, in accordance with AXA’s internal standards; and

14


(D)
maintain Sign Off Procedures; and
(vi)
Advance Notice. The Company shall inform AXA promptly of any events or developments that might reasonably be expected to materially affect the Company’s financial results.
(b)    In connection with its provision of information to AXA pursuant to Section 4.2(a) hereof, the Company may implement reasonable procedures to restrict access to such information to only those Persons who AXA reasonably determines have a need to access such information. For the avoidance of doubt, the provisions of Section 10.6 hereof shall apply to all information provided to AXA pursuant to Section 4.2(a) hereof.
4.3      General Information Requirements.
(a)    All information provided by the Company or any of its Subsidiaries to AXA pursuant to Sections 4.1 and 4.2 shall be in the format and detail as reasonably requested by AXA. All financial statements and information provided by the Company or any of its Subsidiaries to AXA pursuant to Sections 4.1 and 4.2 shall be provided under IFRS with a reconciliation to GAAP. The Company shall maintain Internal Control Over Financial Reporting in connection with the preparation of financial statements under IFRS.
(b)    AXA shall provide the Company with all software and other applications necessary for the Company to prepare and submit to AXA the required financial information including software and other applications to reconcile the income, equity and any required balance sheet accounts from the Company’s financial statements to the required AXA accounting. AXA shall provide the Company with at least 30 days’ notice of any change in its administrative practices and policies as they relate to the obligations of the Company pursuant to Section 4.3(a), including any change in such policies relating to reporting times and delivery methods.
(c)    With respect to any information provided by the Company or any of its Subsidiaries to AXA that is contained in, or used in the preparation of, any public disclosure of AXA, the Company shall not provide any such information that contains an untrue statement of a material fact, or omits to state a material fact necessary to make such information not misleading.
4.4      Reporting Coordination Committee.
(a)    To facilitate the coordination of financial reporting, the Company and AXA shall establish a Reporting Coordination Committee, which shall have a membership that includes ( i ) the Chief Accounting Officer of the Company or his or her designee, ( ii ) a senior member of the AXA accounting group and ( iii ) such other members as shall be mutually agreed between the Company and AXA.
(b)    The Reporting Coordination Committee shall meet at least quarterly to ( i ) monitor the financial reporting protocols between the Company and AXA and make recommendations as to any appropriate changes; ( ii ) determine appropriate reporting deadlines consistent with the public reporting obligations of the Company and AXA; and ( iii ) make such other determinations regarding reporting procedures, technologies and personnel as shall be necessary or advisable to facilitate accurate and efficient financial reporting between the Company and AXA.
4.5      Matters Concerning Auditors.
(a)    Until the date on which AXA is no longer required under IFRS to consolidate the Company’s financial statements with its financial statements, AXA shall have full access, during usual business hours, to the Company Auditor and to the Company’s internal audit function (through the Company’s head of internal audit), including access to work papers and the personnel responsible for conducting the Company’s quarterly reviews and annual audit, and shall be provided with copies of all material correspondence between the Company and the Company Auditor.

15


(b)    Until the Third Threshold Date, or if later, the date on which AXA is no longer required under IFRS to account in its financial statements for its holdings in the Company under an equity method:
(i)
the Company shall provide AXA with reasonable access to the Company Auditor and to the Company’s internal audit function (through the Company’s head of internal audit) and shall extend all reasonably requested cooperation with the AXA Auditor in connection with AXA’s internal and external audit function as necessary for AXA to fulfill its financial reporting obligations;
(ii)
the Company shall use its reasonable best efforts to enable the Company Auditor to complete its quarterly review and annual audit such that it shall date its report on such quarterly review or opinion on the Company’s audited annual financial statements on or before the date that the AXA Auditor date their report or opinion on AXA’s financial statements, and to enable AXA to meet its timetable for the printing, filing and public dissemination of its financial statements. The Company shall instruct the Company Auditor to perform the work requested by the AXA Auditor pursuant to this Agreement and the Company shall use its reasonable best efforts to enable the Company Auditor to comply with the instruction received;
(iii)
upon reasonable notice, the Company shall authorize the Company Auditor to make available to the AXA Auditor both the personnel responsible for conducting the Company’s quarterly reviews and annual audit and, consistent with customary professional practice and courtesy of such auditors with respect to the furnishing of work papers, work papers related to the quarterly review or annual audit of the Company, in all cases within a reasonable time after the Company Auditor’s opinion date, so that the AXA Auditor are able to perform the procedures they consider necessary to take responsibility for the work of the Company Auditor as it relates to the AXA Auditor’s report on AXA’s financial statements, all within sufficient time to enable AXA to meet its timetable for the printing, filing and public dissemination of its financial statements; and
(iv)
subject to Applicable Law (including Rule 10A-3 under the Exchange Act), the Company shall not change the Company Auditor without the approval of AXA.
(c)    Neither AXA nor the Company shall take any action that would cause either the Company Auditor or the AXA Auditor, respectively, not to be independent with respect to the Company or AXA. The Company shall comply with the Group NAS Policy for so long as the Company is an “AXA Group company” as defined in the Group NAS Policy.
4.6      Release of Information and Public Filings.
(a)    Until the Third Threshold Date:
(i)
the Company and its Subsidiaries shall coordinate with AXA with respect to the public release of any material information relating to the Company or its Subsidiaries, as applicable. The Company and its Subsidiaries, as applicable, shall, to the extent practicable, provide AXA with a copy of any such proposed public release no later than two Business Days prior to publication, and shall consider in good faith incorporating any comments provided thereon by AXA prior to such publication;
(ii)
The Company and its Subsidiaries and AXA shall consult on the timing of their annual and quarterly earnings releases and, to the extent practicable, each Party shall give the other Party an opportunity to review the information therein relating to the Company and its Subsidiaries and to comment thereon. In the event that the Company or any of its Subsidiaries is required by Applicable Law to publicly release information concerning the

16


Company’s or such Subsidiary’s financial information for a period for which AXA has yet to publicly release financial information, the Company shall, or cause such Subsidiary to, provide AXA notice of such release of such information as soon as practicable prior to such release of such information; and
(iii)
each of AXA and the Company and its Subsidiaries shall take reasonable steps to cooperate with each other in connection with the preparation, printing, filing, and public dissemination of their respective annual and quarterly statutory statements, their respective audited annual financial statements, their respective annual reports to stockholders, their respective annual, quarterly and current reports under the Securities Act and the Exchange Act, any prospectuses and other filings made with the SEC, AMF or ACPR, federal or state insurance requirements or any other required regulatory filings.
(b)    Until the Majority Holder Date:
(i)
AXA shall have the rights with respect to all public communications and filings by the Company set forth in Schedule 4.6(b) hereto; provided , however , that such rights shall not apply to the extent that they would prevent the Company from complying with its disclosure or other obligations under Applicable Law.
4.7      Information in Connection with Regulatory or Supervisory Requirements.
(a)    During any period in which AXA is deemed to control the Company for U.S., European Commission, or French regulatory purposes, and in any case at all times prior to the Third Threshold Date:
(i)
the Company shall:
(A)
provide, as promptly as reasonably possible but in any case within three business days of any request from AXA (unless not reasonably available within such time, in which case as soon as possible thereafter), any information, records or documents ( x ) requested or demanded by any governmental, regulatory, judicial, supra-national or self-regulatory authority having jurisdiction or oversight authority over AXA or any of its Subsidiaries (including, for the avoidance of doubt, ACPR, AMF and the European Commission) or ( y ) deemed necessary or advisable by AXA in connection with any filing, report, response or communication made by AXA or its Subsidiaries with or to an authority referred to in clause (x) of this Section 4.7(a)(i)(A) (whether made pursuant to specific request from such authority or in the ordinary course); and
(B)
upon reasonable notice, provide access to any governmental, regulatory, judicial, supra-national or self-regulatory authority having jurisdiction or oversight authority over AXA or any of its Subsidiaries (including, for the avoidance of doubt, ACPR, AMF and the European Commission) to its offices, employees and management in a reasonable manner where and as required under Applicable Law; and
(ii)
AXA shall provide, as promptly as reasonably possible but in any case within three business days of any request from the Company (unless not reasonably available within such time, in which case as soon as possible thereafter), any information, records or documents ( A ) requested or demanded by any governmental, regulatory, judicial, supra-national or self-regulatory authority having jurisdiction or oversight authority over the Company or any of its Subsidiaries; or ( B ) deemed necessary or advisable by the Company in connection with any filing, report, response or communication by the

17


Company or its Subsidiaries with or to an authority referred to in clause (A) of this Section 4.7(a)(ii) (whether made pursuant to specific request from such authority or in the ordinary course).
(b)    Each of AXA and the Company shall use reasonable efforts to keep the other Party informed of the type of information it expects to require on a regular basis in order to meet its reporting or filing obligations with the authorities referred to in Section 4.7(a) above, and the timing of such requirements; provided , however , that no failure to abide by this Section 4.7(b) shall affect the validity of any demand made pursuant to Section 4.7(a).
4.8      Implementation with Respect to Legal Disclosures.
(a)    All requests for information or documents relating to legal or regulatory matters or with respect to which legal privilege may be sought or asserted under Sections 4.1, 4.2, 4.7(a)(i) or 6.5 shall be made solely to the office of the General Counsel of the Company, and all responses thereunder shall be made solely to the office of the General Counsel of AXA. For the avoidance of doubt, such information or documents contained in databases, reports or systems of the Company to which AXA has unrestricted access prior to the date hereof may be redacted, or access to the relevant databases, reports or systems may be restricted or denied, to the extent necessary so that such information and documents are handled in accordance with this Section 4.8.
(b)    All requests for information or documents under Section 4.7(a) shall be made solely to the office of the General Counsel of AXA, and all responses thereunder shall be made solely to the office of the General Counsel of the Company.
(c)    If the party required to deliver the information or documents pursuant to this Section 4.8 (the “ Information Party ”) believes in good faith, based upon legal advice (from internal or external counsel), that the delivery of any information or documents pursuant to this Agreement would cause the loss of any applicable legal privilege (or create a risk of such loss), then both parties will work in good faith to determine an alternate means of delivering the requested information or documents, or the substance thereof, that does not result in the loss of such privilege. If needed to preserve a privilege, the Company and AXA agree to enter into a Common Interest Agreement, in substantially the form attached hereto as Annex D, in advance of, and as a condition to, such delivery. Notwithstanding the foregoing, if no alternate means can be agreed by the parties and external counsel to the Information Party informs the other party in writing that a common interest cannot be established, or with sufficient confidence be asserted, to preserve the legal privilege with respect to the information or documents in question, even if a Common Interest Agreement were to be entered into, or that for any other reason the information or documents cannot be delivered without loss of the privilege (such counsel to explain the reasons for its conclusion briefly but in reasonable detail so that the other party can review the legal analysis with its own counsel), then the Information Party is excused from providing such information or documents but only to the extent and for the time necessary to preserve the privileged character thereof.
4.9      Expenses.
The Company shall be responsible for any expenses it incurs in connection with the fulfillment of its obligations under this Article IV, except ( i ) out-of-pocket expenses incurred with respect to specific requests by AXA for information, documents or access, in excess of amounts historically incurred by the Company (if any) for the provisions of similar information, documents and access; ( ii ) to the extent expressly agreed between AXA and the Company prior to the incurrence of any specific expenses; and ( iii ) any incremental out-of-pocket expense incurred in connection with the acquisition of the software and applications referred to in Section 4.3(b) hereof (in excess of expenses that would otherwise be incurred by the Company in the absence of such section).
ARTICLE V     
SUBSEQUENT SALES OF COMMON STOCK
5.1      Registration Rights.

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The Parties shall execute and deliver, concurrently with the execution and delivery of this Agreement, the Registration Rights Agreement.
5.2      Lock-Up Provisions.
(a)    In connection with any underwritten offering of Common Stock (whether or not pursuant to the Registration Rights Agreement), the Company shall, and shall cause the Executive Officers and Directors to, and, prior to the Fourth Threshold Date, AXA shall, agree with the underwriters in any such offering to a lock-up period of up to 90 days (or such shorter period as may be agreed to by the managing underwriter(s)), subject to customary carve-outs.
(b)    Notwithstanding Section 5.2(a) hereof, AXA shall not be obligated to agree to any lock-up period during which it would be prevented from selling all or any portion of its Common Stock in privately negotiated transactions that are not executed through the facilities of a securities exchange.
ARTICLE VI     
OTHER PROVISIONS
6.1      Other Agreements.
If not already executed and delivered, the Parties shall execute and deliver, concurrently with the execution and delivery of this Agreement, the Other Agreements.
6.2      Related Party Transaction Policy.
(a)    Subject to the terms of the Related Party Transaction Policy, the review and approval of the audit committee of the Board of Directors shall be required prior to the Company entering into:
(i)
any transaction that would be reportable by the Company pursuant to Item 404(a) of Regulation S-K in the Company’s subsequent Annual Report on Form 10-K; and
(ii)
any material amendment to this Agreement or the Other Agreements.
(b)    No Director on the audit committee of the Board of Directors who has a material interest in a transaction referred to in Section 6.2(a) shall be eligible to consider such transaction.
(c)    As of the Completion of the IPO, the Board of Directors shall adopt the Related Party Transaction Policy in the form provided to the Board of Directors.
6.3      Certain Policies and Procedures.
(a)    Until the Majority Holder Date, the Board of Directors shall, when determining to implement, amend or rescind any policy of the Company or any of its Subsidiaries relating to risk, capital, investment, environmental and social responsibility or regulatory compliance (each, a “ Critical Policy ”), take into account the Company’s status as a consolidated Subsidiary of AXA, and take into account the interests of AXA therein and the requirement for the Company to comply with AXA Group Standards;
(b)    During any period in which AXA is deemed to control the Company for U.S., European Commission or French regulatory purposes, and in any case at all times prior to the Third Threshold Date, the Company:
(i)
shall not adopt or implement any policies or procedures, and at AXA’s reasonable request, shall refrain from taking any actions, that would cause AXA to violate any Applicable Law to which AXA is subject;

19


(ii)
shall, prior to implementing, amending or rescinding any Critical Policy, consult with AXA (though one or more AXA Directors, if any shall be in office at such time, or else through the General Counsel of AXA); and, to the extent consistent with its fiduciary duties, the Board of Directors shall take into account the reasonable interests of AXA with respect thereto; and
(iii)
shall maintain and observe the policies of AXA to the extent necessary for AXA to comply with its legal and regulatory obligations;
provided that this Section 6.3(b) shall not require the Company to take any action (including adopting or implementing any policy) or refrain from taking any action where such action or inaction would cause the Company to violate Applicable Law.
6.4      Access to Personnel and Data.
(a)    In addition to the specific rights of AXA set forth elsewhere in this Agreement, until the Majority Holder Date and subject to Section 4.8 hereof:
(i)
the Company shall continue to provide representatives of AXA with reasonable access to the Company’s personnel (including senior-level management and other employees) and data, in a manner consistent with the status of the Company as a consolidated Subsidiary of AXA; provided that AXA shall comply with the Company’s reasonable data privacy and data security policies and procedures with respect to any personally identifiable information received; and
(ii)
AXA shall continue to provide representatives of the Company with reasonable access to AXA’s personnel (including senior-level management and other employees) and data, in a manner consistent with the status of AXA as the corporate parent of the Company; provided that the Company shall comply with the AXA’s reasonable data privacy and data security policies and procedures with respect to any personally identifiable information received.
6.5      Access to Historical Records.
(a)    For a period of two years following the Third Threshold Date, subject to an extension of up to ten years upon the demonstration of a legal, tax or regulatory requirement for such extension by the requesting Party, AXA and the Company shall retain the right to access such records of the other which exist resulting from AXA’s control or ownership of all or a portion of the Company. Upon reasonable notice and at each Party’s own expense, AXA (and its authorized representatives) and the Company (and its authorized representatives) shall be afforded access to such records at reasonable times and during normal business hours and each Party (and its authorized representatives) shall be permitted, at its own expense, to make abstracts from, or copies of, any such records; provided that access to such records may be denied if ( i ) AXA or the Company, as the case may be, cannot demonstrate a legitimate business need (during the two year period following the Third Threshold Date), or a legal or regulatory requirement (during the extension period described above), for such access to the records; ( ii ) the information contained in the records is subject to any applicable confidentiality commitment to a third party; ( iii ) a bona fide competitive reason exists to deny such access; ( iv ) the records are to be used for the initiation of, or as part of, a suit or claim against the other Party; ( v ) such access would serve as a waiver of any privilege afforded to such record; or ( vi ) such access would unreasonably disrupt the normal operations of AXA or the Company, as the case may be.
6.6      Indemnification; Liability Insurance.
(a)    Until at least the day after the last date on which an AXA Individual is a Director, officer or employee of the Company, the Company shall grant indemnification (including advancement of expenses) to each

20


such Director, officer and employee of the Company to the greatest extent permitted under Section 145 of the General Corporation Law of the State of Delaware and other Applicable Law, as may be amended from time to time. Such indemnification and advancement shall continue as to any AXA Individual (i) who becomes entitled to indemnification or advancement on or prior to such date, notwithstanding any change (except those changes made as required by applicable law) in the Company’s indemnification or advancement policies following such date, and (ii) with respect to liabilities existing or arising from events that have occurred on or prior to such date, notwithstanding such AXA Individual’s ceasing to be a Director, officer or employee of the Company.
(b)    In connection with the IPO, the Company has obtained new insurance coverage effective as of the Completion of the IPO with respect to (i) director and officer liability (including entity coverage for any securities claims) and (ii) director and officer liability that is not indemnified by the Company and not covered under the foregoing clause (i) of this Section 6.6(b) (collectively, “ Agreed Coverage ”). The Agreed Coverage covers Directors, officers and employees of the Company and AXA Individuals equally and to the same extent, and the Company, Subsidiaries of the Company and AXA equally and to the same extent. AXA shall be responsible for the cost of the Agreed Coverage.
(c)    In addition to the Agreed Coverage, the Company maintains insurance coverage for fiduciary liability and director and officer liability unrelated to the IPO (collectively, the “ Current Coverage ”). The Current Coverage shall be renewed annually and kept in force by the Company on substantially the same terms in order to cover any claims made on or prior to the sixth anniversary of the last date on which any AXA Individual is a Director, officer or employee of the Company. The Company shall be responsible for the cost of the Current Coverage.
(d)    Subject to the provisions of this Section 6.6, the Agreed Coverage shall be renewed annually by the Company on substantially the same terms in order to cover any claims made on or prior to the sixth anniversary of the last date on which the closing occurred for any offering of securities by the Company ( i ) in which AXA is a securityholder, ( ii ) completed while any AXA Individual is a Director (or was named in the Registration Statement of the Company under the Securities Act for such offering as a Director nominee of the Company), officer, employee of the Company or ( iii ) completed prior to the termination of this Agreement (excluding those provisions of this Agreement that are expressly stated to survive such termination in Section 10.13 hereof).
(e)    As used in this Section 6.6, the terms “ Current Coverage ” and “ Agreed Coverage ” shall mean the coverages in place as of the date of this Agreement as well as any renewal, amendment, endorsement or replacement (each, a “ Coverage Change ”) of such coverages. A change in premium for any such Agreed Coverage or Current Coverage shall not be considered a “Coverage Change.”
(f)    Promptly upon receipt of any written request from AXA, the Company will supply AXA with copies of any policies of insurance, binders, proposed terms or wording and other relevant information or documents with respect to the Agreed Coverage or Current Coverage or any actual or proposed Coverage Change regarding the Agreed Coverage or Current Coverage.
(g)    AXA shall receive reasonable prior notice of any proposed Coverage Change and any proposed change in premiums on the Agreed Coverage. No Coverage Change shall become effective that would have the effect of making the Agreed Coverage and Current Coverage (i) less favorable to AXA Individuals in comparison to Directors, officers or employees of the Company than is the Agreed Coverage and Current Coverage prior to such Coverage Change or (ii) less favorable to AXA in comparison to the Company and Subsidiaries of the Company than is the Agreed Coverage and Current Coverage prior to such Coverage Change without the prior written consent of AXA, which consent may be granted, conditioned or withheld in the sole discretion of AXA. If the proposed premium change for the Agreed Coverage would materially increase its cost, AXA shall have the right to participate with the Company in negotiations with the insurance brokers and insurance companies with respect to such proposed increase.
(h)    If a Coverage Change to the Agreed Coverage or Current Coverage is required by the relevant insurers because certain terms and conditions are no longer available, and such Coverage Change would have the

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effect of making the Agreed or Current Coverage ( i ) less favorable to AXA Individuals in comparison to Directors, officers, employees or agents of the Company than the Agreed Coverage or Current Coverage prior to such Coverage Change, or ( ii ) less favorable to AXA in comparison to the Company and Subsidiaries of the Company than is the Agreed Coverage or Current Coverage prior to such Coverage Change, AXA shall have the option of either ( x ) consenting to such Coverage Changes, which consent may be granted, conditioned or withheld in the sole discretion of AXA, or ( y ) requiring the Company to procure “run-off” or “tail” coverage on behalf of AXA for a period of six (6) years from the date of such Coverage Change. Additionally, the Company will continue to maintain the Agreed Coverage and Current Coverage (subject to such Coverage Change) pursuant to Section 6.6(c) and (d) for any alleged liability occurring after the effective date of the “run off” or “tail coverage.” The cost of such “run-off” or “tail” coverage will be borne by AXA and the Company according to the same percentage of cost outlined in Section 6.6 (c) and (d).
(i)    AXA may at any time request in writing a Coverage Change with respect to the ( i ) Agreed Coverage of AXA Individuals or AXA or ( ii ) Current Coverage of AXA Individuals. The Company will use commercially reasonable efforts to effect such Coverage Change so long as such Coverage Change would not have the effect of making the Agreed Coverage or Current Coverage ( i ) less favorable to the Company or any of its Subsidiaries or any Director, officer or employee of the Company and its Subsidiaries than the Agreed Coverage or Current Coverage prior to such Coverage Change, ( ii ) more favorable to AXA Individuals in comparison to Directors, officers or employees of the Company than is the Agreed Coverage or Current Coverage prior to such Coverage Change, or ( iii ) more favorable to AXA in comparison to the Company and Subsidiaries of the Company than is the Agreed Coverage prior to such Coverage Change. AXA may request, at any time, the termination of the Agreed Coverage applicable to AXA Individuals or AXA or Current Coverage applicable to AXA Individuals by advance written notice to the Company in accordance with Section 10.2. Upon receipt of such notice, the Company shall use commercially reasonable efforts to promptly terminate such coverage.
(j)    In the event that any insured makes a claim or delivers a notice of circumstances under any insurance policy providing the Agreed Coverage or Current Coverage, then, provided that attorney-client privilege and attorney-work product protection are protected and preserved with respect to such matters (including by entering into a Common Interest Agreement in the form attached hereto as Annex D ), each of the Company (with respect to claims or notices by the Company or any of its Subsidiaries or any Director, officer or employee of the Company) and AXA (with respect to claims or notices by AXA or any AXA Individual) shall promptly provide written notice to the other of such claim or notice of circumstances and shall continue to keep the other informed of the status and progress of such claim or notice of circumstances, including providing copies of such relevant documentation and correspondence with the insurers as the other may request.
(k)    In the event that multiple insureds make claims or deliver notices of circumstances with respect to the same underlying events or facts under any insurance policy providing the Agreed Coverage or Current Coverage, then, provided that attorney-client privilege and attorney-work product protection are protected and preserved with respect to such matters (including by entering into a Common Interest Agreement in the form attached hereto as Annex D ), each of the Company (with respect to claims or notices by the Company or any of its Subsidiaries or any Director, officer or employee of the Company) and AXA (with respect to claims or notices by AXA or any AXA Individual) shall cooperate with the other in connection with (i) the defense of allegations from third parties with respect to the underlying events or facts, and (ii) dealing with the insurers providing the Agreed Coverage and Current Coverage with respect to asserting rights to coverage in respect of such third party claims and the underlying events or facts, in all cases with the intention of seeking to maximize the aggregate benefits to all insureds under the Agreed Coverage and Current Coverage in respect of such third party claims and the underlying events or facts. Any self-insured retention or deductible applicable to such common claim or notice of circumstances will be borne by the Company.
(l)    In the event that any conflict of interest arises between insureds that make claims or deliver notices of circumstances under any insurance policy providing the Agreed Coverage or Current Coverage , then each of the Company (with respect to claims or notices by the Company or any of its Subsidiaries or any Director, officer or employee of the Company) and AXA (with respect to claims or notices by AXA or any AXA Individual) shall use

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commercially reasonable efforts to resolve such conflict or to manage it in such a way as to maximize the aggregate benefits to all insureds under the Agreed Coverage or Current Coverage.
(m)    For purposes of this Section 6.6, “ AXA Individual ” shall mean ( i ) any director, officer or employee of AXA, ( ii ) any Person designated by AXA as an AXA Director and who serves in such capacity or ( iii ) any Person who, with his consent, is named in any Registration Statement of the Company under the Securities Act as a Director nominee of the Company.
(n)    The Company will take all necessary action to ensure that the Agreed Coverage and Current Coverage remains in full force and effect and will comply with the provisions of the Agreed Coverage and Current Coverage, including any conditions precedent to coverage such any notice and cooperation obligations. The Company will use commercially reasonable efforts to pursue any claims that are potentially covered under the Agreed Coverage and Current Coverage, including reporting any claims to the applicable insurers as promptly as practicable and in accordance with the terms and conditions of the Agreed Coverage and Current Coverage after such incident is reported to a member of the Company’s Risk Management group. The Company will also promptly notify AXA and any AXA Individuals who are named in any claims against the Company. AXA and AXA Individuals shall have the right to effectively associate in the defense of any claim made against them under the Agreed Coverage or Current Coverage, including the ability to withhold consent to any settlement, such consent not to be unreasonably withheld.
ARTICLE VII     
REQUIREMENTS WITH RESPECT
TO AXA-GUARANTEED OBLIGATIONS
7.1      Reimbursement Obligations with Respect to AXA Guarantees.
(a)    The Company agrees that, to the extent that AXA or any Subsidiary of AXA shall at any time make any payments with respect to the obligations that are the subject of any AXA Guarantee, the Company shall, immediately and without any requirement for notice or demand, reimburse AXA or such Subsidiary for the full amount of such payments, to the extent AXA or such Subsidiary has not been reimbursed from other sources, and for all reasonable expenses incurred by AXA or the Subsidiary in connection with making such payments.
(b)    The Company agrees that to the extent that AXA or any Subsidiary of AXA shall at any time be required to post collateral in respect of any AXA Guarantee, the Company shall (i) immediately transfer assets to AXA or such Subsidiary of AXA in an amount and type to satisfy the full collateral posting obligations of AXA or such Subsidiary, (ii) reimburse AXA or such Subsidiary of AXA for all reasonable expenses incurred by AXA or such Subsidiary of AXA in connection with posting such collateral and (iii) cooperate with AXA or such Subsidiary of AXA to ensure that appropriate steps are taken as may be necessary to implement such collateral arrangement.
(c)    Except with respect to any AXA Guarantee listed on Schedule 1.1A(c), the Company agrees to use continuous reasonable best efforts to novate or terminate the AXA Guarantees as promptly as practicable after the Completion of the IPO. The Company agrees to ( i ) cooperate with AXA to review the approach with respect to the novation or termination of the AXA Guarantees listed on Schedule 1.1A(c)(i) periodically following the Completion of the IPO and use reasonable best efforts to implement any approach mutually agreed by the Company and AXA, and ( ii ) upon request from AXA, use reasonable best efforts to novate or terminate the AXA Guarantees listed on Schedule 1.1A(c)(ii) as promptly as practicable after such request; provided that AXA may exercise such right to request the Company to renew its efforts to novate or terminate the AXA Guarantees no more than once per calendar year.
ARTICLE VIII     
INDEMNIFICATION
8.1      General Cross Indemnification.

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(a)    AXA shall indemnify and hold harmless the Company and each of its Subsidiaries against any and all costs and expenses arising out of third party claims (including, without limitation, reasonable attorneys’ fees, interest, penalties and costs of investigation or preparation for defense), judgments, fines, losses, claims, damages, liabilities, demands, assessments and amounts paid in settlement (collectively, “ Losses ”), in each case, based on, arising out of, resulting from or in connection with any claim, action, cause of action, suit, proceeding or investigation, whether civil, criminal, administrative, investigative or other (collectively, “ Actions ”), based on, arising out of, pertaining to or in connection with any breach by AXA or any of its Subsidiaries of this Agreement.
(b)    The Company shall indemnify and hold harmless AXA and each of its Subsidiaries (other than the Company and its Subsidiaries) against any and all Losses, in each case, based on, arising out of, resulting from or in connection with any Actions, based on, arising out of, pertaining to or in connection with any breach by the Company or any of its Subsidiaries of this Agreement.
8.2      Procedure.
(a)    If any Action shall be brought against any Person entitled to indemnification pursuant to this Article VIII (each such Person, an “ Indemnitee ”) in respect of which indemnity may be sought against the other Party (the “ Indemnifying Party ”), such Indemnitee shall promptly notify the Indemnifying Party; provided , however , that any delay of such notice shall not affect the liability of the Indemnifying Party, except to the extent that the Indemnifying Party is actually prejudiced by such delay.
(b)    The Indemnitees shall be entitled to direct the defense of the Action and retain counsel of their choosing. Except where an Indemnitee shall have been advised by its outside counsel that representation of such Indemnitee and any other Indemnitee by the same counsel would be prohibited under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them, the Indemnifying Party shall, in connection with any one such Action or separate but substantially similar or related Actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one outside counsel (in addition to any local outside counsel) at any time for all such Indemnitees not having actual or potential differing interests among themselves.
(c)    The Indemnifying Party shall not be liable for any settlement of any Action effected without its written consent, unless such consent has been unreasonably withheld, conditioned or delayed.
(d)    Notwithstanding the other provisions of this Article VIII, the Indemnifying Party shall not be liable for any Losses incurred subsequent to an Indemnitee’s refusal to enter into a settlement of an Action that ( i ) has been proposed to Indemnitee in writing by the adverse party to the Action, ( ii ) includes an unconditional release (except for the payment of amounts for which the Indemnitee is entitled to indemnification (or, except for Section 8.3(c) hereof, would be so entitled)) of such Indemnitee from all liability on claims that are the subject matter of such Action, and ( iii ) does not involve any admission of liability on the part of the Indemnitees, except where ( x ) such written settlement proposal has been provided to the Indemnifying Party and ( y ) the Indemnifying Party has not consented to such settlement.
8.3      Other Matters.
(a)    Any Losses for which an Indemnitee is entitled to indemnification or contribution under this Article VIII shall be paid by the Indemnifying Party to the Indemnitee as such Losses are incurred.
(b)    The indemnity and contribution agreements contained in this Article VIII shall remain operative and in full force and effect, regardless of ( i ) any investigation made by or on behalf of any Indemnitee, any Indemnifying Party, or any of their respective officers, directors, stockholders or employees, and ( ii ) any termination of this Agreement.

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(c)    For the avoidance of doubt, indemnification amounts payable under this Article VIII shall be reduced by the amount of any insurance recovery obtained by an Indemnitee.
(d)    Each Indemnitee shall take, and cause its affiliates to take, all reasonable steps to mitigate any Losses upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Losses.
ARTICLE IX     
DISPUTE RESOLUTION
9.1      Negotiation and Mediation.  
(a)    The Parties shall act honestly and reasonably in interpreting this Agreement. In the event of any dispute or claim arising out of, relating to, or in connection with this Agreement, including with respect to the formation, applicability, breach, termination, validity or enforceability thereof (“ Dispute ”), the Parties agree to work together in good faith to resolve the Dispute between them.
(b)    If any Party considers that a Dispute has arisen, it shall serve a notice of the Dispute (“ Notice of Dispute ”) on the other Party and demand that senior officers of each Party meet to resolve the Dispute.
(c)    If the Dispute is not resolved within 30 days of such Notice of Dispute, then any Party shall have the right to demand that mediation commence. Any such mediation shall be conducted in accordance with the American Arbitration Association (“ AAA ”) Commercial Mediation Procedures except as they may be modified herein. The Parties shall share the costs of the mediator and the process of mediation (provided that each Party shall be responsible for its own costs of preparing for and appearing before the mediator). The decision of the mediator shall not be binding on the Parties, but the Parties agree that each shall act in good faith while the process of mediation is proceeding.
(d)    Notwithstanding anything else contained herein, any Party shall have the right to commence arbitration at any time after the expiration of 30 days after service of the Notice of Dispute under Section 9.1(b). Any disputes concerning the propriety of the commencement of the arbitration shall be finally settled by the arbitral tribunal.
9.2      Arbitration.
Any Dispute referred to arbitration shall be finally resolved according to the following rules of arbitration:
(a)    The arbitration shall be administered by the AAA under its Commercial Arbitration Rules then in effect (the “ Rules ”) except as modified herein. The seat of the arbitration shall be Wilmington, Delaware and it shall be conducted in the English language.
(b)    There shall be three arbitrators of whom each Party shall select one within 15 days of respondent’s receipt of claimant’s request for arbitration. The two Party-appointed arbitrators shall select a third arbitrator to serve as Chair of the tribunal within 15 days of the selection of the second arbitrator. If any arbitrator has not been appointed within the time limits specified herein, such appointment shall be made by the AAA in accordance with the Rules upon the written request of either Party within 15 days of such request. The hearing shall be held no later than 120 days following the appointment of the third arbitrator.
(c)    The arbitral tribunal shall permit prehearing discovery that is relevant to the subject matter of the dispute and material to the outcome of the case, taking into account the Parties’ desire that the arbitration be conducted expeditiously and cost effectively. All discovery shall be completed within 60 days of the appointment of the third arbitrator.

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(d)    By agreeing to arbitration, the Parties do not intend to deprive a court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment, or other order in aid of arbitration proceedings and the enforcement of any award. Without prejudice to such provisional remedies as may be available under the jurisdiction of a court, the arbitral tribunal shall have full authority to grant provisional remedies, to direct the Parties to request that any court modify or vacate any temporary or preliminary relief issued by such court, and to award damages for the failure of any Party to respect the arbitral tribunal’s orders to that effect. The Parties agree that any ruling by the arbitral tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. The Parties hereby irrevocably submit to the jurisdiction of the courts of the State of Delaware solely in respect of any proceeding relating to or in aid of an arbitration under this Agreement. Each Party unconditionally and irrevocably waives any objections which they may have now or in the future to the jurisdiction of the Delaware Courts for this purpose, including objections by reason of lack of personal jurisdiction, improper venue, or inconvenient forum. Nothing in this paragraph limits the scope of the Parties’ agreement to arbitrate or the power of the arbitral tribunal to determine the scope of its own jurisdiction.
(e)    The award shall be in writing, shall state the findings of fact and conclusions of law on which it is based, shall be final and binding and shall be the sole and exclusive remedy between the Parties regarding any claims, counterclaims, issues, or accounting presented to the arbitral tribunal. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. § 1 et seq. , and judgment upon any award may be entered in any court having jurisdiction of the award or having jurisdiction over the relevant Party or its assets. The Parties hereby irrevocably waive any defense on the basis of forum non conveniens in any proceedings to enforce an arbitration award rendered by a tribunal constituted pursuant to this Agreement. The Parties undertake to carry out any award without delay.
(f)    The Parties will bear equally all fees, costs, disbursements and other expenses of the arbitration, and each Party shall be solely responsible for all fees, costs, disbursements and other expenses incurred in the preparation and prosecution of their own case; provided that in the event that a Party fails to comply with the orders or decision of the arbitral tribunal, then such noncomplying Party shall be liable for all costs and expenses (including attorney fees) incurred by the other Party in its effort to obtain either an order to compel, or an enforcement of an award, from a court of competent jurisdiction.
(g)    The arbitral tribunal shall have the authority, for good cause shown, to extend any of the time periods in this arbitration provision either on its own authority or upon the request of any of the Parties. The arbitral tribunal shall be authorized in its discretion to grant pre-award and post-award interest at commercial rates. The arbitral tribunal shall have no authority to award punitive, exemplary or multiple damages or any other damages not measured by the prevailing Parties’ actual damages. The arbitral tribunal shall have the authority to order specific performance or to issue any other type of temporary or permanent injunction.
(h)    All notices by one Party to the other in connection with the arbitration shall be in accordance with the provisions of Section 10.2 hereof, except that all notices for a request for arbitration made pursuant to this Article IX must be made by personal delivery or receipted overnight courier. This agreement to arbitrate shall be binding upon the successors and permitted assigns of each Party. This Agreement and the rights and obligations of the Parties shall remain in full force and effect pending the award in any arbitral proceeding hereunder.
9.3      Confidentiality.
(a)    The Parties agree that any negotiation, mediation, or arbitration (the “ Dispute Resolution Process ”) pursuant to this Article IX shall be kept confidential. The existence of the Dispute Resolution Process, any non-public information provided in the Dispute Resolution Process, and any submissions, orders or awards made in the Dispute Resolution Process, shall not be disclosed to any non-Party except the mediator, tribunal, the AAA, the Parties, their counsel, experts, witnesses, accountants and auditors, insurers and reinsurers, and any other Person necessary to the conduct of the Dispute Resolution Process.
(b)    Notwithstanding the foregoing, a Party may disclose information referred to in Section 9.3(a) to the extent that disclosure may be required to fulfill a legal duty, protect or pursue a legal right, or enforce or

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challenge an award in bona fide legal proceedings. This confidentiality provision survives termination of this Agreement and of any Dispute Resolution Process brought pursuant to this Agreement.
ARTICLE X     
GENERAL PROVISIONS
10.1      Obligations Subject to Applicable Law.
The obligations of each Party under this Agreement shall be subject to Applicable Law, and, to the extent inconsistent therewith, the Parties shall adopt such modified arrangements as are as close as possible to the requirements of this Agreement while remaining compliant with Applicable Law; provided , however , that the Company shall fully avail itself of all exemptions, phase-in provisions and other relief available under Applicable Law before any modified arrangements shall be adopted.
10.2      Notices.
Unless otherwise specified herein, all notices required or permitted to be given under this Agreement shall be in writing, shall refer specifically to this Agreement and shall be delivered personally or sent by an internationally recognized overnight courier service, and shall be deemed to be effective upon delivery. All such notices shall be addressed to the receiving Party at such Party’s address set forth below, or at such other address as the receiving Party may from time to time furnish by notice as set forth in this Section 10.2:
If to the Company, to:
AXA Equitable Holdings, Inc.
1290 Avenue of the Americas
New York, NY 10104
Attention: Dave Hattem, General Counsel
Telephone: (212) 314-3863
Email: dave.hattem@axa.us.com
If to AXA, to:
AXA S.A.
25, avenue Matignon
75008 Paris
France
Attention: General Counsel
Telephone: +33 (1) 40 75 48 68
Email: helen.browne@axa.com
10.3      Specific Performance; Remedies.
In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the affected Party shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The other Party shall not oppose the granting of such relief. The Parties agree that the remedies at law for any breach or threatened breach hereof, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are hereby waived.
10.4      Applicable Law.

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This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of Delaware applicable to contracts made and to be performed entirely within such State, without regard to the conflicts of law principles thereof to the extent that such principles would apply the law of another jurisdiction.
10.5      Severability.
In the event that any provision of this Agreement is declared invalid, void or unenforceable, the remainder of this Agreement shall remain in full force and effect, and such invalid, void or unenforceable provision shall be interpreted in a manner that accomplishes, to the extent possible, the original purpose of such provision.
10.6      Confidential Information.
All information provided by either Party shall, except if the purpose for which such information is furnished pursuant to this Agreement contemplates such disclosure or is for disclosure in public documents of the Company or any of its Subsidiaries or AXA or any of its Subsidiaries and, except for disclosure to other Subsidiaries of AXA or the Company, as the case may be, be kept strictly confidential and, unless otherwise required by Applicable Law or as agreed by the Parties, neither Party shall disclose, and each shall take all necessary steps to ensure that none of their respective directors, officers, employers, agents and representatives disclose, or make use of, except in accordance with Applicable Law, such information in any manner whatsoever until such information otherwise becomes generally available to the public; provided, however, this Section 10.6 shall not apply to information relating to or disclosed in the IPO Registration Statement or in connection with any registration statement filed in accordance with the terms of the Registration Rights Agreement. In no event shall either Party or any of its Subsidiaries or any of their respective directors, officers, employees, agents or representatives use material non-public information of the other to acquire or dispose of securities of the other or transact in any way in such securities. Each Party shall be liable for any breach of this Section 10.6 by it or any of its Subsidiaries or any of their respective directors, officers, employees, agents and representatives.
10.7      Amendment, Modification and Waiver.
This Agreement may be amended, modified or supplemented at any time by written agreement of the Parties. Any failure of any Party to comply with any term or provision of this Agreement may be waived by the other Party, by an instrument in writing signed by such Party, but such waiver or failure to insist upon strict compliance with such term or provision shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure to comply.
10.8      Assignment.
This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns. The Parties shall not assign any of their rights or delegate any of their obligations under this Agreement without the prior written consent of the other Party. Any purported assignment in violation of this Section 10.8 shall be null and void ab initio .
10.9      Further Assurances.
In addition to the actions specifically provided for elsewhere in this Agreement, each Party hereto shall execute and deliver such additional documents, instruments, conveyances and assurances, take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary, proper or advisable to carry out the provisions of this Agreement.
10.10      Third Party Beneficiaries.
Other than as set forth in Article VIII with respect to the Indemnitees and as expressly set forth elsewhere in this Agreement, nothing in this Agreement, express or implied, is intended to confer upon any person, other than the Parties and their respective successors and permitted assigns, any rights or remedies under or by reason of this

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Agreement. Only the Parties that are signatories to this Agreement (and their respective permitted successors and assigns) shall have any obligation or liability under, in connection with, arising out of, resulting from or in any way related to this Agreement or any other matter contemplated hereby, or the process leading up to the execution and delivery of this Agreement and the transactions contemplated hereby, subject to the provisions of this Agreement.
10.11      Discretion of Parties.
Where this Agreement requires or permits any Party to make or take any decision, determination or action with respect to matters governed by this Agreement, unless expressly provided otherwise, such decision, determination or action may be made or taken by such Party in its sole and absolute discretion.
10.12      Entire Agreement.
This Agreement and the Other Agreements, including any schedules or exhibits hereto or thereto, embody the entire agreement and understanding of the Parties hereto in respect of the subject matter covered by this Agreement and the Other Agreements. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein or therein. This Agreement and the Other Agreements supersede all prior oral and written agreements and understandings between the Parties with respect to such subject matter.
10.13      Term.
Except to the extent set forth in the following sentence, this Agreement shall terminate and be of no further force or effect as of the date that is one year following the Fourth Threshold Date. Notwithstanding the foregoing sentence, the provisions of Article I, Article VII, Article VIII, Article IX, Article X and Section 6.6 hereof shall survive termination of this Agreement.
10.14      Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. The counterparts of this Agreement may be executed and delivered by facsimile or other electronic imaging means (including in pdf or tif format sent by electronic mail) by a Party to the other Party and the receiving Party may rely on the receipt of such document so executed and delivered by facsimile or other electronic imaging means as if the original had been received.
[ Signature Page Follows ]


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IN WITNESS WHEREOF, the Parties have caused this Shareholder Agreement to be executed and delivered as of the date first above written.
AXA S.A.
By:     /s/ Thomas Buberl    
    Name: Thomas Buberl
    Title: Chief Executive Officer
AXA EQUITABLE HOLDINGS, INC.
By: /s/ Anders Malmström        
    Name: Anders Malmström
    Title: Senior Executive Vice President
        and Chief Financial Officer



[Signature Page to Shareholder Agreement]


Schedule 1.1A – AXA Guarantees
1.
Guarantee by Colisée Re SA of AXA Corporate Solutions Life Reinsurance Company’s obligations under a reinsurance agreement with Genworth Life and Annuity Insurance Company
2.
Guarantee by Colisée Re SA of AXA Corporate Solutions Life Reinsurance Company’s obligations under a reinsurance agreement with American General Life Insurance Company
3.
Guarantees by Colisée Re SA of AXA Corporate Solutions Life Reinsurance Company’s obligations under reinsurance agreements with Metropolitan Life Insurance Company
4.
Guarantees by Colisée Re SA of AXA Corporate Solutions Life Reinsurance Company’s obligations under reinsurance agreements with Brighthouse Life Insurance Company
5.
Guarantee by Colisée Re SA of AXA Corporate Solutions Life Reinsurance Company’s obligations under a reinsurance agreement with John Hancock Life Insurance Company
6.
Guarantee by Colisée Re SA of AXA Corporate Solutions Life Reinsurance Company’s guarantee of obligations of United of Omaha Life Insurance Company under certain Qualified Assignment and Release Agreements and Colisée Re SA’s related obligations under a Substitute Reinsurance and Trust Agreement with United of Omaha Life Insurance Company

Schedule 1.1A(c) – Schedule 1.1A(c)(i) AXA Guarantees
1.
Guarantee by Colisée Re SA of AXA Corporate Solutions Life Reinsurance Company’s obligations under a reinsurance agreement with Genworth Life and Annuity Insurance Company
2.
Guarantee by Colisée Re SA of AXA Corporate Solutions Life Reinsurance Company’s obligations under a reinsurance agreement with American General Life Insurance Company
3.
Guarantee by Colisée Re SA of AXA Corporate Solutions Life Reinsurance Company’s guarantee of obligations of United of Omaha Life Insurance Company under certain Qualified Assignment and Release Agreements and Colisée Re SA’s related obligations under a Substitute Reinsurance and Trust Agreement with United of Omaha Life Insurance Company

S-1




Schedule 1.1A(c) – Schedule 1.1A(c)(ii) AXA Guarantees
1.
Guarantee by Colisée Re SA of AXA Corporate Solutions Life Reinsurance Company’s obligations under a reinsurance agreement with Genworth Life and Annuity Insurance Company
2.
Guarantee by Colisée Re SA of AXA Corporate Solutions Life Reinsurance Company’s guarantee of obligations of United of Omaha Life Insurance Company under certain Qualified Assignment and Release Agreements and Colisée Re SA’s related obligations under a Substitute Reinsurance and Trust Agreement with United of Omaha Life Insurance Company
3.
This Schedule 1.1A(c)(ii) shall be deemed automatically updated to include any AXA Guarantee which a counterparty declines to novate or terminate after the Company uses continuous reasonable best efforts to novate or terminate such AXA Guarantee as promptly as practicable after the Completion of the IPO pursuant to Section 7.1(c).

S-2



4.

Schedule 1.1B- Other Agreements
Registration Rights Agreement between AXA S.A. and AXA Equitable Holdings, Inc.
Tax Sharing Agreement between AXA S.A. and AXA Equitable Holdings, Inc.
Trademark License Agreement AXA S.A. and AXA Financial, Inc.
Transitional Services Agreement between AXA S.A. and AXA Equitable Holdings, Inc.
Services Agreement between AXA Technology Services America Inc. and AXA US Holdings Inc.



S-3



Schedule 2.2(a)
Board of Directors
CEO
Mark Pearson
AXA Directors
Thomas Buberl
Gerald Harlin
George Stansfield
Bertrand Poupart-Lafarge
Karima Silvent
Independent Directors
Ramon de Oliveira
Dan Kaye
Charles Stonehill




S-4



Schedule 4.6(b)
Public Reporting Protocol Prior to Majority Holder Date
Item / Principle
Principal Contact/ addressee
Lead time
The Board of Directors has oversight and sign-off on communications strategy, timing and content
The heads of corporate communications, investor relations and other functions of the Company to contact the heads of corporate communications and investor relations of AXA or other relevant AXA personnel
As needed
Inform AXA reasonably timely and adequately of any development/ information that the Company, acting reasonably, believes may be considered price sensitive for AXA or may have a significant adverse effect on AXA, its financial condition or reputation so that AXA can, should it consider that necessary, issue a press release.
The head of corporate communications of the Company to contact the head of corporate communications of AXA
At least one week in advance of public announcement to the extent practicable and reasonable
Inform AXA timely and adequately of considerations, strategy, content and timing of the Company’s press releases
The head of corporate communications of the Company to contact the head of corporate communications of AXA
At least one week in advance of public announcement to the extent practicable and reasonable
Any internal communications that the Company, acting reasonably, considers material to AXA
The head of corporate communications of the Company to contact the head of corporate communications of AXA
At least one week in advance of wide internal distribution to the extent practicable and reasonable



S-5



ANNEX A
Registration Rights Agreement


A-1

EXECUTION VERSION



REGISTRATION RIGHTS AGREEMENT
dated as of
May 4, 2018
between
AXA Equitable Holdings, Inc.
and
AXA S.A.










3




TABLE OF CONTENTS
 
 
Page
ARTICLE I
 
 
 
DEFINITIONS
1.1
Definitions
1
1.2
Interpretation
5
ARTICLE II
 
 
 
REGISTRATION RIGHTS
2.1
Shelf Registration
5
2.2
Demand Registrations
7
2.3
Priority
8
2.4
Piggyback Registrations
8
2.5
Lock-up Agreements
9
2.6
Registration Procedures
10
2.7
Registration Expenses
16
2.8
Underwritten Offering
17
2.9
Suspension of Registration
17
2.10
Indemnification
18
2.11
Conversion of Other Securities
22
2.12
Rule 144; Rule 144A
22
2.13
Transfer of Registration Rights
22
ARTICLE III
 
 
 
PROVISIONS APPLICABLE TO ALL DISPOSITIONS OF REGISTRABLE SECURITIES BY AXA
3.1
Underwriter Selection
22
3.2
Cooperation with Sales
23
3.3
Expenses of Offerings
23
3.4
Further Assurances
23
ARTICLE IV
 
 
 
MISCELLANEOUS
4.1
Term
23
4.2
Other Holder Activities
24
4.3
No Inconsistent Agreements
24
4.4
Amendments and Waivers
24
4.5
No Third Party Beneficiaries
24
4.6
Entire Agreement
24
4.7
Severability
24

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4.8
Counterparts
25
4.9
Remedies; Attorney’s Fees
25
4.10
GOVERNING LAW
25
4.11
CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL
25
4.12
Notice
26


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REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement, dated as of May 4, 2018 (this “ Agreement ”), is between AXA Equitable Holdings, Inc., a Delaware corporation (the “ Company ”), and AXA S.A., a société anonyme organized under the laws of the France (“ AXA ”).
WHEREAS , AXA intends to sell shares of the Company’s common stock, par value $0.01 (the “ Common Stock ”), in the IPO (as defined below);
WHEREAS , following the completion of the IPO, AXA will continue to own a majority of the outstanding shares of Common Stock; and
WHEREAS , in connection with the IPO, the Company has agreed to provide AXA certain rights with respect to the registration and sale of the Common Stock as set forth herein;
NOW, THEREFORE , in consideration of the mutual promises and covenants set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:







DEFINITIONS
Definitions .
In this Agreement, the following terms shall have the following meanings:
“ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with, such other Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”) when used with respect to any Person, means the possession directly or indirectly, of the power to cause the direction of the management or policies of such Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise.
“ AXA Affiliated Group ” means AXA and its Affiliates (excluding the Company and its subsidiaries).
“ Block Sale ” means the sale of Registrable Securities to one or several purchasers in a registered transaction by means of (i) a bought deal, (ii) a block trade or (iii) a direct sale.
“ Board of Directors ” means the Board of Directors of the Company.
“ Business Day ” means any day except (i) Saturday, (ii) Sunday, (iii) any day on which the principal office of the Company or AXA is not open for business and (iv) any other day on which commercial banks in New York or in France are authorized or obligated by law or executive order to close.
“ Common Stock ” has the meaning set forth in the recitals.
“ Company ” has the meaning set forth in the recitals.
“ Company Outside Counsel ” means one counsel selected by the Company to act on its behalf.
“ Covered Person ” has the meaning set forth in Section 2.10(a).
“ Demand Registration ” has the meaning set forth in Section 2.2(a).
“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

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“ FINRA ” means the Financial Industry Regulatory Authority.
“ Holder ” means any of (i) AXA, (ii) any other member of the AXA Affiliated Group and (iii) any Person that is not a member of the AXA Affiliated Group that is a direct or indirect transferee (any such transferee, a “ Non-AXA Holder ”) from any member of the AXA Affiliated Group, which transferee has acquired Registrable Securities constituting not less than 10% of the outstanding shares of Common Stock of the Company from such member of the AXA Affiliated Group and has entered into a Joinder Agreement substantially in the form of Exhibit A hereto at the time of the acquisition.
“ Holders’ Counsel ” means, if any member of the AXA Affiliated Group is participating in an offering of Registrable Securities, one counsel selected by AXA for the Holders participating in such offering, or otherwise, one counsel selected by the Holders of a majority of the Registrable Securities included in such offering.
“ IPO ” means the initial underwritten public offering of Common Stock pursuant to an effective Registration Statement under the Securities Act.
“ Loss ” or “ Losses ” each has the meaning set forth in Section 2.10(a).
“ Material Disclosure Event ” means, as of any date of determination, any pending or imminent event relating to the Company or any of its subsidiaries that the Board of Directors reasonably determines in good faith, after consultation with Company Outside Counsel, (i) would require disclosure of material, non-public information relating to such event in any Registration Statement under which Registrable Securities may be offered and sold (including documents incorporated by reference therein) in order that such Registration Statement would not be materially misleading and (ii) would not otherwise be required to be publicly disclosed by the Company at that time in a periodic report to be filed with or furnished to the SEC under the Exchange Act but for the filing of such Registration Statement.
“ Person ” means any individual, corporation, partnership, joint venture, limited liability company, association or other business entity and any trust, unincorporated organization or government or any department, agency or political subdivision thereof.
“ Piggyback Registration ” means any registration of Registrable Securities under the Securities Act requested by a Holder in accordance with Section 2.4(a).
“ register ,” “ registered ” and “ registration ” refers to a registration made effective by preparing and filing a Registration Statement with the SEC in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such Registration

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Statement, and compliance with applicable state securities laws of such states in which Holders notify the Company of their intention to offer Registrable Securities.
“ Registrable Securities ” means (i) all shares of Common Stock held by a Holder and (ii) any equity securities issued or issuable, directly or indirectly, with respect to any such securities referred to in (i) above by way of conversion or exchange thereof or stock dividend or stock split or in connection with a combination of shares, recapitalization, reclassification, merger, amalgamation, arrangement, consolidation or other reorganization; provided that any securities constituting Registrable Securities will cease to be Registrable Securities when (a) such securities are sold in a private transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of the securities, (b) such securities are sold pursuant to an effective Registration Statement, (c) such securities are sold pursuant to Rule 144 or (d) such securities shall have ceased to be outstanding.
“ Registration Expenses ” has the meaning set forth in Section 2.7.
“ Registration Statement ” means any registration statement of the Company under the Securities Act that permits the public offering of any of the Registrable Securities pursuant to the provisions of this Agreement, including the prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits, all material incorporated by reference or deemed to be incorporated by reference in such registration statements and all other documents filed with the SEC to effect a registration under the Securities Act.
“ Rule 144 ” means Rule 144 promulgated by the SEC under the Securities Act.
“ Rule 144A ” means Rule 144A promulgated by the SEC under the Securities Act.
“ Rule 405 ” means Rule 405 promulgated by the SEC under the Securities Act.
“ Rule 415 ” means Rule 415 promulgated by the SEC under the Securities Act.
“ SEC ” means the U.S. Securities and Exchange Commission.
“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.
“ Selling Expenses ” means all underwriting discounts, selling commissions and transfer taxes applicable to the sale of Registrable Securities hereunder.
“ Selling Holder ” means a Holder that holds Registrable Securities registered (or to be registered) on a Registration Statement.

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“ Selling Holder Information ” means information furnished to the Company in writing by a Selling Holder expressly for use in any Registration Statement, which information is limited to the name of such Selling Holder, the number of offered shares of common stock and the address and other information with respect to such Selling Holder included in the “Principal and Selling Stockholders” (or similarly titled) section of the Registration Statement.
“ Shareholder Agreement ” means the Shareholder Agreement, dated as of May 4, 2018, between the Company and AXA.
“ Shelf Registration Statement ” means a Registration Statement that contemplates offers and sales of securities pursuant to Rule 415.
“ Short-Form Registration Statement ” means Form S-3 or any successor or similar form of Registration Statement pursuant to which the Company may incorporate by reference its filings under the Exchange Act made after the date of effectiveness of such Registration Statement.
“ Suspension ” has the meaning set forth in Section 2.9.
“ Take-Down Notice ” has the meaning set forth in Section 2.1(e).
“ Underwritten Offering ” means a discrete registered offering of securities under the Securities Act in which securities of the Company are sold by one or more underwriters pursuant to the terms of an underwriting agreement.
Interpretation .
The words “hereto,” “hereunder,” “herein,” “hereof” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement, unless expressly stated otherwise herein.
Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed followed by the words “without limitation.”
The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms.
“Writing,” “written” and comparable terms refer to printing, typing, and other means of reproducing words (including electronic media) in a visible form.
All references to “$” or “dollars” mean the lawful currency of the United States of America.

5



The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
Except as expressly stated in this Agreement, all references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and in the case of statutes, include any rules and regulations promulgated under the statute) and to any successor to such statute, rule or regulation.
(h)    Except as expressly stated in this Agreement, all references to agencies, self-regulatory organizations or governmental entities in this Agreement shall be deemed to be references to the comparable successor thereto.
REGISTRATION RIGHTS
Shelf Registration .
Filing . At any time after the date that is one year following the date hereof (or, if sooner, the date on which the Company first becomes eligible to use a Short-Form Registration Statement), upon the written request of any Holder, the Company shall promptly (but no later than 30 days after the receipt of such request) file with the SEC a Shelf Registration Statement (which, if permitted, shall be an “automatic shelf registration statement” as defined in Rule 405) relating to the offer and sale by such Holder of all or part of the Registrable Securities. If at any time while Registrable Securities are outstanding, the Company files any Shelf Registration Statement for its own benefit or for the benefit of holders of any of its securities other than the Holders, the Company shall include in such Shelf Registration Statement such disclosures as may be required under the Securities Act to ensure that the Holders may sell their Registrable Securities pursuant to such Shelf Registration Statement through the filing of a prospectus supplement rather than a post-effective amendment.
Effectiveness . The Company shall use its reasonable best efforts to (i) cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after such Shelf Registration Statement is filed and (ii) keep such Shelf Registration Statement (or a replacement Shelf Registration Statement) continuously effective and in compliance with the Securities Act and usable for the resale of Registrable Securities, until such time as there are no Registrable Securities remaining.
Sales by Holders . The plan of distribution contained in any Shelf Registration Statement referred to in this Section 2.1 (or any related prospectus supplement) shall be determined by AXA, if any member of the AXA Affiliated Group is a requesting Holder

6



for such Shelf Registration Statement, or otherwise by the other requesting Holder or Holders. Each Holder shall be entitled to sell Registrable Securities pursuant to the Shelf Registration Statement referred to in this Section 2.1 from time to time and at such times as such Holder shall determine. Such Holder shall promptly advise the Company of its intention so to sell Registrable Securities pursuant to the Shelf Registration Statement.
Underwritten Offering . If any Holder intends to sell Registrable Securities pursuant to any Shelf Registration Statement referred to in this Section 2.1 through an Underwritten Offering, the Company shall take all steps to facilitate such an offering, including the actions required pursuant to Section 2.6 and Article III, as appropriate; provided that the Company shall not be required to facilitate such Underwritten Offering unless so requested by AXA or any other member of the AXA Affiliated Group. Any Holder shall be entitled to request an unlimited number of Underwritten Offerings under this Section 2.1.
Shelf Take-Downs . At any time that a Shelf Registration Statement covering Registrable Securities is effective, if any Holder delivers a notice to the Company (a “ Take-Down Notice ”) stating that it intends to effect an Underwritten Offering of all or part of its Registrable Securities included by it on such Shelf Registration Statement, the Company shall amend or supplement such Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Underwritten Offering. In connection with any Underwritten Offering pursuant to this Section 2.1, the Company shall deliver the Take-Down Notice to any other Holder with securities included on such Shelf Registration Statement and permit such Holder to include its Registrable Securities included on the Shelf Registration Statement in such Underwritten Offering if such Holder notifies the Company within two Business Days after the Company has given Holders notice of the Take-Down Notice.
No Notice in Block Sales . Notwithstanding any other provision of this Agreement, if any member of the AXA Affiliated Group wishes to engage in a Block Sale (including a Block Sale off of a Shelf Registration Statement or an effective automatic shelf registration statement, or in connection with the registration of the Registrable Securities of any member of the AXA Affiliated Group under an automatic shelf registration statement for purposes of effectuating a Block Sale), then notwithstanding the foregoing or any other provisions hereunder, any Non-AXA Holder shall not be entitled to receive any notice of or have its Registrable Securities included in such Block Sale.
Demand Registrations .
Right to Request Additional Demand Registrations . At any time after the IPO, any Holder may, by providing a written request to the Company, request to sell all or part of the Registrable Securities pursuant to a Registration Statement separate from a Shelf

7



Registration Statement (a “ Demand Registration ”). Each request for a Demand Registration shall specify the kind and aggregate amount of Registrable Securities to be registered and the intended methods of disposition thereof (which, if not specified, shall be by way of Underwritten Offering). Promptly after its receipt of a request for a Demand Registration (but in any event within five days), the Company shall give written notice of such request to all other Holders. Within 30 days after the date the Company has given the Holders notice of the request for Demand Registration, the Company shall file a Registration Statement, in accordance with this Agreement, with respect to all Registrable Securities that have been requested to be registered in the request for Demand Registration and that have been requested by any other Holders by written notice to the Company within five days after the Company has given the Holders notice of the request for Demand Registration.
Limitations on Demand Registrations . Subject to Section 2.2(a) and this Section 2.2(b), any Holder will be entitled to request an unlimited number of Demand Registrations; provided that any Non-AXA Holder will be entitled to no more than three Demand Registrations. Any Holder shall be entitled to participate in a Demand Registration initiated by any other Holder. The Company shall not be obligated to effect more than one Demand Registration in any 90-day period. Any Demand Registration shall be in addition to any registration on a Shelf Registration Statement.
Effectiveness . The Company shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 90 days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided , however , that such period shall be extended for a period of time equal to the period the Holder of Registrable Securities refrains from selling any securities included in such Registration Statement at the request of the Company or an underwriter of the Company pursuant to the provisions of this Agreement.
Withdrawal . A Holder may, by written notice to the Company, withdraw its Registrable Securities from a Demand Registration at any time prior to the effectiveness of the applicable Registration Statement. Upon receipt of notices from all applicable Holders to such effect, the Company shall cease all efforts to seek effectiveness of the applicable Registration Statement.
Priority . If a registration pursuant to Section 2.1 or 2.2 above is an Underwritten Offering and the managing underwriters of such proposed Underwritten Offering advise

8



the Holders in writing that, in their good faith opinion, the number of securities requested to be included in such Underwritten Offering exceeds the number which can be sold in such offering without being likely to have a material adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the number of securities to be included in such Underwritten Offering shall be reduced in the following order of priority: first , there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than the Holders; second , there shall be excluded from the Underwritten Offering any securities to be sold for the account of the Company; and finally , the number of Registrable Securities of any Holders that have been requested to be included therein shall be reduced, pro rata based on the number of Registrable Securities owned by each such Holder, in each case to the extent necessary to reduce the total number of securities to be included in such offering to the number recommended by the managing underwriters.
Piggyback Registrations .
Piggyback Request . Whenever the Company proposes to register any of its securities under the Securities Act or equivalent non-U.S. securities laws (other than (i) in the IPO, (ii) pursuant to a Demand Registration, (iii) pursuant to a registration statement on Form S-4 or any similar or successor form or (iv) pursuant to a registration solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement), and the registration form to be filed may be used for the registration or qualification for distribution of Registrable Securities, the Company will give prompt written notice to all Holders of its intention to effect such a registration (but in no event less than 20 days prior to the proposed date of filing of the applicable Registration Statement) and, subject to Section 2.4(c), will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 days after the date the Company’s notice is given to such Holders (a “ Piggyback Registration ”). There shall be no limitation on the number of Piggyback Registrations that the Company shall be required to effect under this Section 2.4.
Withdrawal and Termination . The Company shall be required to maintain the effectiveness of the Registration Statement for a registration requested pursuant to Section 2.4(a) until the earlier to occur of (i) 90 days after the effective date thereof and (ii) consummation of the distribution by the Holders of the Registrable Securities included in such Registration Statement. Any Holder that has made a written request for inclusion in a Piggyback Registration may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company on or before the fifth day prior to the planned effective date of such Piggyback Registration. The Company may, without prejudice to the rights of Holders to request a registration pursuant to

9



Section 2.1 or 2.2 hereof, at its election, give written notice of such determination to each Holder of Registrable Securities and terminate or withdraw any registration under this Section 2.4 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such registration, and, except for the obligation to pay or reimburse Registration Expenses, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration and will have no liability to any Holder in connection with such termination or withdrawal.
Priority of Piggyback Registrations . If the managing underwriters advise the Company and Holders of Registrable Securities in writing that, in their good faith opinion, the number of securities requested to be included in an Underwritten Offering to be effected pursuant to a Piggyback Registration exceeds the number which can be sold in such offering without being likely to have a material adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any Non-AXA Holder; second, the number of securities to be included in the Underwritten Offering shall be reduced pro rata based, in the case of the AXA Holders, on the number of Registrable Securities owned by each AXA Holder, and in the case of the Company, the number of securities to be sold for the account of the Company, to the extent necessary to reduce the total number of Registrable Securities to be included in such offering to the number recommended by the managing underwriters. No registration of Registrable Securities effected pursuant to a request under this Section 2.4 shall be deemed to have been effected pursuant to Sections 2.1 or 2.2 or shall relieve the Company of its obligations under Sections 2.1 or 2.2.
Lock-up Agreements . Each of the Company and the Holders agrees, upon notice from the managing underwriters in connection with any registration for an Underwritten Offering of the Company’s securities (other than pursuant to a registration statement on Form S-4 or any similar or successor form, or pursuant to a registration solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement), not to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the managing underwriters for a period of up to 90 days (or such shorter period as may be agreed to by the managing underwriter(s)); provided that such restrictions shall not apply in any circumstance to (i) securities acquired by a Holder in the public market

10



subsequent to the IPO, (ii) distributions-in-kind to a Holder’s limited or other partners, members, shareholders or other equity holders or (iii) transfers by a member of the AXA Affiliated Group to another member of the AXA Affiliated Group. Notwithstanding the foregoing, no holdback agreements of the type contemplated by this Section 2.5 shall be required of Holders (A) unless each of the Company’s directors and executive officers agrees to be bound by a substantially identical holdback agreement for at least the same period of time; or (B) that restricts the offering or sale of Registrable Securities pursuant to a Demand Registration.
Registration Procedures . Subject to the proviso of Section 2.1(d), if and whenever the Company is required to effect the registration of any Registrable Securities pursuant to this Agreement, the Company shall use its reasonable best efforts to effect and facilitate the registration, offering and sale of such Registrable Securities in accordance with the intended method of disposition thereof as promptly as is practicable, and the Company shall as expeditiously as possible:
prepare and file with the SEC (within 30 days after the date on which the Company has given Holders notice of any request for Demand Registration) a Registration Statement with respect to such Registrable Securities, make all required filings required (including FINRA filings) in connection therewith and thereafter and (if the Registration Statement is not automatically effective upon filing) use its reasonable best efforts to cause such Registration Statement to become effective; provided that, before filing a Registration Statement or any amendments or supplements thereto (including free writing prospectuses under Rule 433), the Company will furnish to Holders’ Counsel for such registration copies of all such documents proposed to be filed (including exhibits thereto), which documents will be subject to review of such counsel, and such other documents reasonably requested by such counsel, including any comment letter from the SEC, and give the Holders participating in such registration an opportunity to comment on such documents and keep such Holders reasonably informed as to the registration process; provided further that if the Board of Directors determines in its good faith judgment that registration at the time would require the inclusion of pro forma financial or other information, which requirement the Company is reasonably unable to comply with, then the Company may defer the filing (but not the preparation) of the Registration Statement which is required to effect the applicable registration for a reasonable period of time (but not in excess of 45 days).
(i) prepare and file with the SEC such amendments and supplements to any Registration Statement as may be necessary to keep such Registration Statement effective for a period of either (A) not less than 90 days or, if such Registration Statement relates to an Underwritten Offering in the case of a Demand Registration, such longer period as in the opinion of counsel for the managing underwriters a prospectus is required by law

11



to be delivered in connection with sales of Registrable Securities by an underwriter or dealer or the maximum period of time permitted by the Securities Act in the case of a Shelf Registration Statement, or (B) such shorter period ending when all of the Registrable Securities covered by such Registration Statement have been disposed of (but in any event not before the expiration of any longer period required under the Securities Act) and (ii) to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Registration Statement;
furnish to each Selling Holder, Holders’ Counsel and the underwriters such number of copies, without charge, of any Registration Statement, each amendment and supplement thereto, including each preliminary prospectus, final prospectus, all exhibits and other documents filed therewith and such other documents as such Persons may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by such Selling Holder; provided that, before amending or supplementing any Registration Statement, the Company shall furnish to the Holders a copy of each such proposed amendment or supplement and not file any such proposed amendment or supplement to which any Selling Holder reasonably objects. The Company hereby consents to the use of such prospectus and each amendment or supplement thereto by each of the Selling Holders of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such prospectus and any such amendment or supplement thereto;
use its reasonable best efforts to register or qualify any Registrable Securities under such other securities or blue sky laws of such jurisdictions as any Selling Holder, and the managing underwriters, if any reasonably request, use its reasonable best efforts to keep each such registration or qualification (or exemption therefrom) effective during the period such Registration Statement is required to be kept effective and do any and all other acts and things that may be necessary or reasonably advisable to enable such Selling Holder and each underwriter, if any, to consummate the disposition of the seller’s Registrable Securities in such jurisdictions; provided that the Company will not be required to (i) qualify generally to do business in any such jurisdiction where it would not otherwise be required to qualify but for this subsection, (ii) subject itself to taxation in any jurisdiction where it is not then so subject or (iii) consent to general service of process in any such jurisdiction where it is not then so subject (other than service of process in connection with such registration or qualification or any sale of Registrable Securities in connection therewith);
use its reasonable best efforts to cause all Registrable Securities covered by any Registration Statement to be registered with or approved by such other governmental agencies, authorities or self-regulatory bodies as may be necessary or reasonably advisable in light of the business and operations of the Company to enable the Selling

12



Holders to consummate the disposition of such Registrable Securities in accordance with the intended method or methods of disposition thereof;
during any time when a prospectus is required to be delivered under the Securities Act, promptly notify each Selling Holder and Holders’ Counsel upon discovery that, or upon the discovery of the happening of any event as a result of which, the prospectus contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading in light of the circumstances under which they were made and, as promptly as practicable, prepare and furnish to such Selling Holders a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made;
promptly notify each Selling Holder and Holders’ Counsel (i) when the Registration Statement, any prospectus supplement or any post-effective amendment to the Registration Statement has been filed and, with respect to such Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any written comments by the SEC or any request by the SEC for amendments or supplements to such Registration Statement or to amend or to supplement any prospectus contained therein or for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceedings for any of such purposes, (iv) if at the time the Company has reason to believe that the representations and warranties of the Company contained in any agreement (including any underwriting agreement) contemplated by Section 2.6(j) below cease to be true and correct and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of such Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose;
cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed or, if no similar securities issued by the Company are then listed on any securities exchange, use its reasonable best efforts to cause all such Registrable Securities to be listed on the New York Stock Exchange;
provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such Registration Statement, and, if required, obtain a CUSIP number for such Registrable Securities not later than such effective date;

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enter into such customary agreements (including underwriting agreements with customary provisions in such forms as may be requested by the managing underwriters) and take all such other actions as the Selling Holders or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, effecting a share split or a combination of shares);
make available for inspection by any Selling Holder, Holders’ Counsel, any underwriter participating in any disposition pursuant to the applicable Registration Statement and any attorney, accountant or other agent retained by any such Selling Holder or underwriter all financial and other records, pertinent corporate documents and documents relating to the business of the Company reasonably requested by such Selling Holder, cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Selling Holder, Holders’ Counsel, underwriter, attorney, accountant or agent in connection with such Registration Statement and make senior management of the Company available for customary due diligence and drafting activity; provided that any such Person gaining access to information or personnel pursuant to this Section 2.6(k) shall (i) reasonably cooperate with the Company to limit any resulting disruption to the Company’s business and (ii) agree to use reasonable efforts to protect the confidentiality of any information regarding the Company which the Company determines in good faith to be confidential, and of which determination such Person is notified, unless (A) the release of such information is requested or required by deposition, interrogatory, requests for information or documents by a governmental entity, subpoena or similar process, (B) the release of such information, in the opinion of such Person, is required to be released by law or applicable legal process, (C) such information is or becomes publicly known without a breach of this Agreement, (D) such information is or becomes available to such Person on a non-confidential basis from a source other than the Company or (E) such information is independently developed by such Person. In the case of a proposed disclosure pursuant to (A) or (B) above, such Person shall be required to give the Company written notice of the proposed disclosure prior to such disclosure and, if requested by the Company, assist the Company in seeking to prevent or limit the proposed disclosure;
otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the applicable Registration Statement, which earnings statement will satisfy the provisions of Section 11(a) of the U.S. Securities Act (including, at the Company’s option, Rule 158 thereunder);

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in the case of an Underwritten Offering, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriters or any Selling Holder reasonably requests to be included therein, the purchase price being paid therefor by the underwriters and any other terms of the Underwritten Offering of the Registrable Securities to be sold in such offering, and promptly make all required filings of such prospectus supplement or post-effective amendment;
in the event of the issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related prospectus or ceasing trading of any securities included in such Registration Statement for sale in any jurisdiction, use every reasonable effort to promptly obtain the withdrawal of such order;
make senior management of the Company available to assist to the extent reasonably requested by the managing underwriters of any Underwritten Offering to be made pursuant to such registration in the marketing of the Registrable Securities to be sold in the Underwritten Offering, including the participation of such members of the Company’s senior management in “road show” presentations and other customary marketing activities, including “one-on-one” meetings with prospective purchasers of the Registrable Securities to be sold in the Underwritten Offering, and otherwise to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts related thereto, in each case to the same extent as if the Company were engaged in a primary registered offering of its Common Stock;
use reasonable best efforts to: (a) obtain all consents of independent public accountants required to be included in the Registration Statement and (b) in connection with each offering and sale of Registrable Securities, obtain one or more comfort letters, addressed to the underwriters and to the Selling Holders, dated the date of the underwriting agreement for such offering and the date of each closing under the underwriting agreement for such offering, signed by the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the underwriters or AXA, if any member of the AXA Affiliated Group is a Selling Holder in such offering, or otherwise by the Holders of a majority of the Registrable Securities being sold in such offering, as applicable, reasonably request;
use reasonable best efforts to obtain: (a) all legal opinions from Company Outside Counsel (or internal counsel if acceptable to the managing underwriters) required to be included in the Registration Statement and (b) in connection with each closing of a sale of Registrable Securities, legal opinions from Company Outside Counsel (or internal counsel if acceptable to the managing underwriters), addressed to the underwriters and the Selling Holders, dated as of the date of such closing, with respect to the Registration Statement, each amendment and supplement thereto (including the preliminary

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prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature;
upon the occurrence of any event contemplated by Section 2.6(f) above, promptly prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
reasonably cooperate with each seller of Registrable Securities and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
take no direct or indirect action prohibited by Regulation M under the Exchange Act; provided that, to the extent that any prohibition is applicable to the Company, the Company will take all reasonable action to make such prohibition inapplicable;
shall cause its Affiliates (including any registered investment companies, registered investment advisers and management investment companies) to, upon request of AXA at any time following completion of the IPO, either ( i ) obtain a no-action letter, interpretive guidance, exemptive order or other relief from the SEC to the effect that sales of securities by AXA undertaken subsequent to the IPO do not constitute an “assignment” (as defined in the Investment Company Act of 1940, as amended or the Investment Advisers Act of 1940, as amended) of any investment advisory contract to which the Company, its Affiliates is party, or ( ii ) if such sales would constitute an assignment, to obtain the requisite client consents to such assignments (including, for this purpose, the approval of the board of directors and shareholders of any client that is a registered investment company, or a new investment advisory contract and, if applicable, a new sub-advisory contract with any sub-adviser whose contract would terminate as a result of such assignment). In connection therewith, the Company shall, and shall cause its Affiliates to, take all steps necessary to obtain such relief or consents, including, ( A ) in the case of clause (i), through the preparation and submission of a request for no-action relief or exemptive application, and ( B ) in the case of clause (ii), preparing and filing with the SEC a proxy statement, promptly responding to any comments from the SEC on any proxy statement, hiring a proxy solicitation firm, distributing a proxy statement to relevant parties and holding a shareholder meeting and preparing and delivering such other documents as may be necessary to solicit the consent of client that are not registered investment companies; and

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use its reasonable best efforts to take or cause to be taken all other actions, and do and cause to be done all other things necessary or reasonably advisable in the opinion of Holders’ Counsel to effect the registration, marketing and sale of such Registrable Securities.
The Company agrees not to file or make any amendment to any Registration Statement with respect to any Registrable Securities, or any amendment of or supplement to the prospectus used in connection therewith, that refers to any Holder covered thereby by name, or otherwise identifies such Holder as the holder of any securities of the Company, without the consent of such Holder, such consent not to be unreasonably withheld or delayed, unless and to the extent such disclosure is required by law, rule or regulation, in which case the Company shall provide prompt written notice to such Holders prior to the filing of such amendment to any Registration Statement or amendment of or supplement to such prospectus or any free writing prospectus.
Each Holder of Registrable Securities as to which any registration is being effected shall furnish the Company with such information regarding such Holder and pertinent to the disclosure requirements relating to the registration and the distribution of such securities as the Company may from time to time reasonably request in writing.
If the Company files any Shelf Registration Statement for the benefit of the holders of any of its securities other than the Holders, the Company agrees that it shall use its reasonable best efforts to include in such registration statement such disclosures as may be required by Rule 430B under the Securities Act (referring to the unnamed selling security holders in a generic manner by identifying the initial offering of the securities to the Holders) in order to ensure that the Holders may be added to such Shelf Registration Statement at a later time through the filing of a Prospectus supplement rather than a post-effective amendment.
Registration Expenses . Whether or not any Registration Statement is filed or becomes effective, the Company shall pay directly or promptly reimburse all costs, fees and expenses incident to the Company’s performance of or compliance with this Agreement, including (i) all registration and filing fees, (ii) all fees and expenses associated with filings to be made with any securities exchange or with any other governmental or quasi-governmental authority; (iii) all fees and expenses of compliance with securities or blue sky laws, including reasonable fees and disbursements of counsel in connection therewith, (iv) all printing expenses (including expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is requested by the Holders or the managing underwriters, if any), (v) all “road show” expenses incurred in respect of any Underwritten Offering, including all costs of travel, lodging and meals, (vi) all messenger, telephone and delivery expenses,

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(vii) all fees and disbursements of Company Outside Counsel, (viii) all fees and disbursements of all independent certified public accountants of the Company (including expenses of any “cold comfort” letters required in connection with this Agreement) and all other persons, including special experts, retained by the Company in connection with such Registration Statement, (ix) all reasonable fees and disbursements of underwriters (other than Selling Expenses) customarily paid by the issuers or sellers of securities and, (x) all other costs, fees and expenses incident to the Company’s performance or compliance with this Agreement (all such expenses, “ Registration Expenses ”). The Selling Holders shall be responsible for the fees and expenses of Holders’ Counsel and Selling Expenses. The Company will, in any event, pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit or quarterly review and the expenses of any liability insurance. The Company shall have no obligation to pay any Selling Expenses.
Underwritten Offering .
No Holder may participate in any registration hereunder that is an Underwritten Offering unless such Holder (i) agrees to sell its Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriters; provided that no Holder will be required to sell more than the number of Registrable Securities that such Holder has requested the Company to include in any registration), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) cooperates with the Company’s reasonable requests in connection with such registration or qualification (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused by such Holder’s failure to cooperate, will not constitute a breach by the Company of this Agreement); provided that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (A) such Holder’s ownership of Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances created by such Holder and (B) such Holder’s power and authority to effect such transfer; provided further that any obligation of such Holder to indemnify any Person pursuant to any underwriting agreement shall be several, not joint and several, among such Holders selling Registrable Securities, and such liability shall be limited to the net proceeds received by such Holder, as applicable, from the sale of Registrable Securities pursuant to such registration (which proceeds shall include the amount of cash or the fair market value of any assets in exchange for the sale or exchange of such

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Registrable Securities or that are the subject of a distribution), and the relative liability of each such Holder shall be in proportion to such net proceeds.
Suspension of Registration . In the event of a Material Disclosure Event at the time of the filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, the Company may, upon giving at least 10 days’ prior written notice of such action to the Holders delay the filing or initial effectiveness of, or suspend use of, such Registration Statement (a “ Suspension ”); provided , however , that the Company shall not be permitted to exercise a Suspension (i) more than twice during any 12-month period, (ii) for a period exceeding 60 days on any one occasion, (iii) unless for the full period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering. In the case of a Suspension, the Holders will suspend use of the applicable prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. In connection with a Demand Registration, prior to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement. The Company shall immediately notify the Holders upon the termination of any Suspension.
Indemnification .
The Company agrees to indemnify and hold harmless to the fullest extent permitted by law, each Holder, any Person who is or might be deemed to be a controlling person of the Company or any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act their respective direct and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, agents, Affiliates and shareholders, and each other Person, if any, who controls any such Holder or controlling person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being referred to herein as a “ Covered Person ”) against, and pay and reimburse such Covered Persons for any losses, claims, damages, liabilities, joint or several, costs (including, without limitation, costs of preparation and reasonable attorneys’ fees and any legal or other fees or expenses incurred by such Covered Person in connections with any investigation or proceeding), expenses, judgments, fines, penalties, charges and amounts paid in

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settlement (collectively, “ Losses ” and, individually, each a “ Loss ”) to which such Covered Person may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue or alleged untrue statement of material fact contained or incorporated by reference in any Registration Statement, prospectus, preliminary prospectus or free writing prospectus, or any amendment thereof or supplement thereto, or any document incorporated by reference therein, or any other such disclosure document (including reports and other documents filed under the Exchange Act and any document incorporated by reference therein) or other document or report, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation by the Company of any rule or regulation promulgated under the Securities Act or any state securities laws applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, and the Company will pay and reimburse such Covered Persons for any legal or any other expenses actually and reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, liability, action or proceeding; provided that the Company shall not be liable in any such case to the extent that any such Loss (or action or proceeding in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement, or omission or alleged omission, made or incorporated by reference in such Registration Statement, any such prospectus, preliminary prospectus or free writing prospectus or any amendment or supplement thereto, or any document incorporated by reference therein, or any other such disclosure document (including reports and other documents filed under the Exchange Act and any document incorporated by reference therein) or other document or report, or in any application in reliance upon, and in conformity with, the Selling Holder Information. In connection with an Underwritten Offering, the Company, if requested, will indemnify the underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Covered Persons and in such other manner as the underwriters may request in accordance with their standard practice.
In connection with any Registration Statement in which a Holder is participating, each such Holder will indemnify and hold harmless the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a controlling person of the Company or any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any Losses to which such Holder or any such director or officer, any such underwriter or controlling person may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of

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or are based upon (i) any untrue or alleged untrue statement of material fact contained in the Registration Statement, prospectus, preliminary prospectus or free writing prospectus, or any amendment thereof or supplement thereto, or in any application or (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is made in such Registration Statement, any such prospectus, preliminary prospectus or free writing prospectus, or any amendment or supplement thereto, or in any application, in reliance upon and in conformity with the Selling Holder Information (and except insofar as such Losses arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any underwriter furnished to the Company in writing by such underwriter expressly for use in such Registration Statement), and such Holder will reimburse the Company and each such director, officer, underwriter and controlling Person for any legal or any other expenses actually and reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, liability, action or proceeding; provided , however , that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided further that the obligation to indemnify and hold harmless shall be individual and several to each Holder and shall be limited to the amount of net proceeds received by such Holder from the sale of Registrable Securities covered by such Registration Statement.
Any Person entitled to indemnification hereunder shall give prompt written notice to the indemnifying party of any claim or the commencement of any proceeding with respect to which it seeks indemnification pursuant hereto; provided , however , that any delay or failure to so notify the indemnifying party shall relieve the indemnifying party of its obligations hereunder only to the extent, if at all, that it is actually and materially prejudiced by reason of such delay or failure. The indemnifying party shall have the right, exercisable by giving written notice to an indemnified party promptly after the receipt of written notice from such indemnified party of such claim or proceeding, to assume, at the indemnifying party’s expense, the defense of any such claim or proceeding, with counsel reasonably acceptable to such indemnified party; provided that (i) any indemnified party shall have the right to select and employ separate counsel and to participate in the defense of any such claim or proceeding, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (A) the indemnifying party has agreed in writing to pay such fees or expenses or (B) the indemnifying party shall have failed to assume, or in the event of a conflict of interest cannot assume, the defense of such claim or proceeding within a reasonable time after receipt of notice of such claim or proceeding or fails to employ counsel reasonably satisfactory to such indemnified party or to pursue the defense of such claim in a reasonably vigorous manner or (C) the named parties to any proceeding (including

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impleaded parties) include both such indemnified and the indemnifying party, and such indemnified party has reasonably concluded (based upon advice of its counsel) that there may be legal defenses available to it that are inconsistent with those available to the indemnifying party or that a conflict of interest is likely to exist among such indemnified party and any other indemnified parties (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party); and (ii) subject to clause (i)(C) above, the indemnifying party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the indemnified parties, or for fees and expenses that are not reasonable. Whether or not the indemnifying party assumes the defense, the indemnifying party shall not have the right to settle such action without the consent of the indemnified party. No indemnifying party shall consent to entry of any judgment or enter into any settlement which (x) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release, in form and substance reasonably satisfactory to the indemnified party, from all liability in respect of such claim or litigation for which such indemnified party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the indemnified party or adversely affects such indemnified party other than as a result of financial obligations for which such indemnified party would be entitled to indemnification hereunder.
If the indemnification provided for in this Section 2.10 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any Losses (other than in accordance with its terms), then the indemnifying party, in lieu of indemnifying such indemnified party thereunder, will contribute to the amount paid or payable by such indemnified party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other hand in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. The relevant fault of the indemnifying party and the indemnified party will be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Notwithstanding the foregoing, the amount any Holder will be obligated to contribute pursuant to this Section 2.10(d) will be limited to an amount equal to the net proceeds to such Holder from the Registrable Securities sold pursuant to the Registration Statement which gives rise to such obligation to contribute (less the aggregate amount of any damages which the Holder has otherwise been required to pay in respect of such Loss or any substantially similar Loss arising from the sale of such Registrable Securities). No

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person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
To the extent that any of the Holders is, or would be expected to be, deemed to be an underwriter of Registrable Securities pursuant to any SEC comments or policies or any court of law or otherwise, the Company agrees that (i) the indemnification and contribution provisions contained in this Section 2.10 shall be applicable to the benefit of such Holder in its role as deemed underwriter in addition to its capacity as a Holder (so long as the amount for which any other Holder is or becomes responsible does not exceed the amount for which such Holder would be responsible if the Holder were not deemed to be an underwriter of Registrable Securities) and (ii) such Holder and its representatives shall be entitled to conduct the due diligence which would normally be conducted in connection with an offering of securities registered under the Securities Act, including receipt of customary opinions and comfort letters.
The indemnification provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and will survive the registration and sale of any securities by any Person entitled to any indemnification hereunder and the expiration or termination of this Agreement.
Conversion of Other Securities . If any Holder offers any options, rights, warrants or other securities issued by it that are offered with, convertible into or exercisable or exchangeable for any Registrable Securities, the Registrable Securities underlying such options, rights, warrants or other securities shall be eligible for registration pursuant to Sections 2.1, 2.2 and 2.4 hereof.
Rule 144; Rule 144A . The Company shall use its reasonable best efforts to file in a timely fashion all reports and other documents required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the Holders may reasonably request, all to the extent required by the SEC as a condition to the availability of Rule 144. Rule 144A or any similar rule or regulation hereafter adopted by the SEC under the Securities Act.
Transfer of Registration Rights . Any member of the AXA Affiliated Group may transfer all or any portion of its rights under this Agreement to any transferee of Registrable Securities constituting not less than 10% of the outstanding shares of Common Stock of the Company. Any transfer of registration rights pursuant to this Section 2.13 from any member of the AXA Affiliated Group to any Person that is not a

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member of the AXA Affiliated Group shall be effective upon receipt by the Company of written notice from the transferor stating the name and address of the transferee and identifying the amount of Registrable Securities with respect to which rights under this Agreement are being transferred.


PROVISIONS APPLICABLE TO ALL DISPOSITIONS OF REGISTRABLE SECURITIES BY AXA
Underwriter Selection . In any public or private offering of Registrable Securities in which a member of the AXA Affiliated Group is a Selling Holder, other than pursuant to a Piggyback Registration, AXA shall have the sole right to select the managing underwriters to arrange such Underwritten Offering, which may include any Affiliate of AXA and which shall be investment banking institutions of international standing.
Cooperation with Sales . In addition to the provisions of Section 2.6 hereof, applicable to sales of Registrable Securities pursuant to a registration, in connection with any sale or disposition of Registrable Securities by AXA, the Company shall provide full cooperation, including:
providing access to employees, management and company records to any purchaser or potential purchaser, and to any underwriters, initial purchasers, brokers, dealers or agents involved in any sale or disposition, subject to entry into customary confidentiality arrangements;
participation in road shows, investor and analyst meetings, conference calls and similar activities;
using reasonable best efforts to obtain customary auditor comfort letters and legal opinions;
entering into customary underwriting and other agreements;
using reasonable best efforts to obtain any regulatory approval or relief necessary for any proposed sale or disposition; and
filing of registration statements with the SEC or with other authorities or making other regulatory or similar filings necessary or advisable in order to facilitate any sale or disposition.

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Expenses of Offerings . Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for any expenses associated with any sale of Registrable Securities by AXA, except for the fees and expenses of Holders’ Counsel and Selling Expenses.
Further Assurances . The Company shall use its reasonable best efforts to cooperate with and facilitate, and shall not interfere with, the disposition by AXA of its holdings of Registrable Securities.


MISCELLANEOUS
Term . This Agreement shall terminate upon such time as no Registrable Securities remain outstanding, except for the provisions of Sections 2.7, 2.10, and 3.3 and this Article 4 which shall survive such termination.
Other Holder Activities . Notwithstanding anything in this Agreement, none of the provisions of this Agreement shall in any way limit a Holder or any of its Affiliates from engaging in any brokerage, investment advisory, financial advisory, financing, asset management, trading, market making, arbitrage, investment activity and other similar activities conducted in the ordinary course of their business.
No Inconsistent Agreements .
The Company represents and warrants that it has not entered into and covenants and agrees that it will not enter into, any agreement with respect to its securities which is inconsistent with, more favorable than or violates the rights granted to the Holders of Registrable Securities in this Agreement.
To the extent any portion of this Agreement conflicts, or is inconsistent, with the Shareholder Agreement, the Shareholder Agreement shall control.
Amendment, Modification and Waiver . This Agreement may be amended, modified or supplemented at any time by written agreement of the parties. Any failure of any party to comply with any term or provision of this Agreement may be waived by the other party, by an instrument in writing signed by such party, but such waiver or failure to

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insist upon strict compliance with such term or provision shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure to comply.
No Third-Party Beneficiaries . Other than as set forth in Section 2.10 with respect to the indemnified parties and as expressly set forth elsewhere in this Agreement, nothing in this Agreement, express or implied, is intended to confer upon any person, other than the parties and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement. Only the parties that are signatories to this Agreement and any Joinder Agreement substantially in the form of Exhibit A hereto (and their respective permitted successors and assigns) shall have any obligation or liability under, in connection with, arising out of, resulting from or in any way related to this Agreement or any other matter contemplated hereby, or the process leading up to the execution and delivery of this Agreement and the transactions contemplated hereby, subject to the provisions of this Agreement.
Entire Agreement . Except as otherwise expressly provided herein, this Agreement, together with the Shareholder Agreement, constitutes the entire agreement among the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both written and oral, between or on behalf of AXA or its Affiliates, on the one hand, and the Company or its Affiliates, on the other hand, with respect to the subject matter of this Agreement.
Severability . In the event that any provision of this Agreement is declared invalid, void or unenforceable, the remainder of this Agreement shall remain in full force and effect, and such invalid, void or unenforceable provision shall be interpreted in a manner that accomplishes, to the extent possible, the original purpose of such provision.
Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. The counterparts of this Agreement may be executed and delivered by facsimile or other electronic imaging means (including in pdf or tif format sent by electronic mail) by a party to the other party and the receiving party may rely on the receipt of such document so executed and delivered by facsimile or other electronic imaging means as if the original had been received.
Specific Performance; Remedies . In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the affected party shall have the right to specific performance and injunctive or other

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equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The other party shall not oppose the granting of such relief. The parties agree that the remedies at law for any breach or threatened breach hereof, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are hereby waived.
GOVERNING LAW . THIS AGREEMENT SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD APPLY THE LAW OF ANOTHER JURISDICTION.
WAIVER OF JURY TRIAL     . EACH PARTY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.
Jurisdiction; Venue . Any suit, action or proceeding relating to this Agreement shall be brought exclusively in the United States District Court for the Southern District of New York or in the courts of the State of New York, in each case located in New York County, New York. The parties hereby consent to the exclusive jurisdiction of such courts for any such suit, action or proceeding, and irrevocably waive, to the fullest extent permitted by law, any objection to such courts that they may now or hereafter have based on improper venue or forum non conveniens.
Notice . Unless otherwise specified herein, all notices required or permitted to be given under this Agreement shall be in writing, shall refer specifically to this Agreement and shall be delivered personally or sent by a nationally recognized overnight courier service, and shall be deemed to be effective upon delivery. All such notices shall be addressed to the receiving Party at such Party’s address set forth below, or at such other address as the receiving Party may from time to time furnish by notice as set forth in this Section 4.13:
If to AXA, to:

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AXA S.A.
25 Avenue Matignon
75008 Paris, France
Attention: General Counsel
Telephone: +33 (1) 40 75 48 68
E-mail: helen.browne@axa.com
If to the Company, to:
AXA Equitable Holdings, Inc.
1290 Avenue of the Americas
New York, New York 10104
Attention: Dave Hattem, General Counsel
Telephone: (212) 314-3863
E-mail: dave.hattem@axa.us.com
[ Signature Page Follows ]

In witness whereof, the parties have caused this Registration Rights Agreement to be executed and delivered as of the date first above written.
AXA EQUITABLE HOLDINGS, INC.
By:             
    Name:
    Title:

AXA S.A.
By:          
    Name:
    Title:

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JOINDER AGREEMENT
Reference is made to the Registration Rights Agreement, dated as of [●], 2018 (as amended from time to time, the “ Registration Rights Agreement ”), by and among AXA Equitable Holdings, Inc. and AXA S.A. and the other parties thereto, if any. The undersigned agrees, by execution hereof, to become a party to, and to be subject to the rights and obligations under the Registration Rights Agreement.
[NAME]


By:         
    Name:
    Title:
Date:
Address:
Acknowledged by:

[NAME OF COMPANY]

By:         
    Name:
    Title:








ANNEX B
Form of Amended and Restated Certificate of Incorporation


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AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
AXA EQUITABLE HOLDINGS, INC.
AXA Equitable Holdings, Inc., a corporation organized and existing under and by virtue of the laws of the State of Delaware (the “ Corporation ”), hereby certifies as follows:
1.    The present name of the Corporation is AXA Equitable Holdings, Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on May 19, 2003, and the name under which the Corporation was originally incorporated was AXA Acquisition Co.
2.    This Amended and Restated Certificate of Incorporation of the Corporation restates and integrates, and also further amends, the provisions of the Certificate of Incorporation of the Corporation, as heretofore amended.
3.    This Amended and Restated Certificate of Incorporation of the Corporation has been duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “ DGCL ”). Stockholder approval of the adoption of this Amended and Restated Certificate of Incorporation of the Corporation was effected by written consent in accordance with Section 228 of the DGCL.
4.    Pursuant to Sections 242 and 245 of the DGCL, the text of the Certificate of Incorporation of the Corporation, as heretofore amended, is hereby amended and restated to read in its entirety as follows:
. Name . The name of the Corporation is AXA Equitable Holdings, Inc.
. Registered Office . The Corporation’s registered office in the State of Delaware is Corporation Service Company, 251 Little Falls Drive, City of Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.
. Purpose . The nature of the business of the Corporation and its purpose is to engage in any lawful act or activity for which corporations may be organized under the DGCL.
. Capital Stock . The total number of shares of stock which the Corporation shall have authority to issue is 2,200,000,000, consisting of: ( x ) 2,000,000,000 shares of common stock, par value $0.01 per share (the “ Common Stock ”) and ( y ) 200,000,000 shares of preferred stock, par value $1.00 per share (the “ Preferred Stock ”), issuable in one or more series as hereinafter provided. The number of authorized shares of Common Stock or Preferred Stock, or any class or series thereof, may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of at least a majority of the voting power of the stock of the Corporation entitled to vote generally in the election of directors irrespective of

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the provisions of Section 242(b)(2) of the DGCL or any corresponding provision hereinafter enacted.
Provisions Relating to the Common Stock .
Except as otherwise provided in this Amended and Restated Certificate of Incorporation or by the DGCL, each holder of shares of Common Stock shall be entitled, with respect to each share of Common Stock held by such holder, to one vote in person or by proxy on all matters submitted to a vote of the holders of Common Stock, whether voting separately as a class or otherwise.
Subject to the rights, powers and preferences, if any, applicable to shares of Preferred Stock or any series thereof, the holders of shares of Common Stock shall be entitled to receive such dividends and other distributions in cash, property, stock or otherwise as may be declared thereon by the Board of Directors at any time and from time to time out of assets or funds of the Corporation legally available therefor and shall share equally on a per share basis in such dividends and distributions.
In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation, and subject to the rights, powers and preferences, if any, applicable to shares of Preferred Stock or any series thereof, the holders of shares of Common Stock shall be entitled to receive all of the remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of shares of Common Stock held by them.
Provisions Relating to the Preferred Stock .
The Preferred Stock may be issued at any time and from time to time in one or more series. The Board of Directors is hereby expressly authorized to provide, out of unissued shares of Preferred Stock that have not been designated as to series, for the issuance of shares of Preferred Stock in one or more series and, by resolution adopted in accordance with law and by filing a certificate of designation pursuant to the applicable provisions of the DGCL (hereinafter referred to as a “ Preferred Stock Certificate of Designation ”), to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers (including voting powers, full or limited, if any), preferences and the relative participating, optional or other special rights thereof, and the qualifications, limitations and restrictions thereof, of shares of each such series, including, without limitation, dividend rights, dividend rates, conversion rights, voting rights, terms of redemption and liquidation preferences. The powers, preferences and relative, participating, optional and other special rights of each series of Preferred Stock and the qualifications, limitations and restrictions thereof, in any, may be different from those of any and all other series at any time outstanding. Any shares of any series of Preferred Stock purchased, exchanged, converted or otherwise acquired by the Corporation, in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock, without designation as to series, and may be reissued as part of any series of Preferred Stock created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set

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forth in this Amended and Restated Certificate of Incorporation or in such resolution or resolutions.
Except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Amended and Restated Certificate of Incorporation or to a Preferred Stock Certificate of Designation that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other series of Preferred Stock, to vote thereon pursuant to this Amended and Restated Certificate of Incorporation or a Preferred Stock Certificate of Designation or pursuant to the DGCL as currently in effect or as the same may hereafter be amended.
Voting in Election of Directors . Except as may be required by the DGCL or as provided in this Amended and Restated Certificate of Incorporation or in a Preferred Stock Certificate of Designation, holders of Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes, and holders of Preferred Stock shall not be entitled to vote on any matter or receive notice of any meeting of stockholders.
. Management of Corporation . The following provisions are inserted for the management of the business, for the conduct of the affairs of the Corporation and for the purpose of creating, defining, limiting and regulating the powers of the Corporation and its directors and stockholders:
Except as may otherwise be provided by law, this Amended and Restated Certificate of Incorporation or the By-laws of the Corporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.
Subject to any rights granted to the holders of shares of any class or series of Preferred Stock then outstanding to elect additional directors under specified circumstances and the terms and conditions of the Shareholder Agreement, dated as of May 4, 2018, between the Corporation and AXA S.A. (“ AXA ”) (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “ Shareholder Agreement ”), the number of directors of the Corporation shall be fixed, and may be altered from time to time, exclusively by resolution of the Board of Directors, but in no event may the number of directors of the Corporation be less than one.
Subject to any rights granted to the holders of shares of any class or series of Preferred Stock then outstanding to remove directors elected by such class or series of Preferred Stock and the terms and conditions of the Shareholder Agreement, a director may be removed at any time, either with or without cause, upon the affirmative vote of the holders of at least a majority of the outstanding shares of Common Stock then entitled to vote in an election of directors.
Subject to any rights granted to the holders of shares of any class or series of Preferred Stock then outstanding to elect additional directors or fill vacancies in respect of such directors under specified circumstances and the terms and conditions of the Shareholder Agreement, and except as otherwise provided by law, any vacancy in the Board of Directors that results from ( x )

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the death, disability, resignation or disqualification of any director shall be filled by an affirmative vote of at least a majority of the directors then in office, even if less than a quorum, or by a sole remaining director and ( y ) an increase in the number of directors or the removal of any director shall be filled ( a ) until the first date (the “ Trigger Date ”) on which AXA ceases to beneficially own (directly or indirectly) more than fifty percent (50%) of the outstanding shares of Common Stock, solely by an affirmative vote of the holders of at least a majority of the outstanding shares of Common Stock entitled to vote in an election of directors and ( b ) from and after the Trigger Date, by an affirmative vote of at least a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. A director elected to fill a vacancy or a newly created directorship shall hold office until his or her successor has been elected and qualified or until his or her earlier death, resignation or removal.
Notwithstanding anything contained in this Amended and Restated Certificate of Incorporation or the By-laws of the Corporation, any action taken by the Compensation Committee, the Nominating and Governance Committee or the Executive Committee of the Board of Directors shall be taken in accordance with, and remain subject to in all respects, the terms and conditions of the Shareholder Agreement.
No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of his or her fiduciary duty as a director, except that such directors may be liable ( a ) for breach of the director’s duty of loyalty to the Corporation or its stockholders, ( b ) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of the law, ( c ) under Section 174 of the DGCL or ( d ) for any transaction from which the director derived an improper personal benefit.
To the fullest extent permitted by the DGCL, the Corporation shall indemnify and advance expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred, to each person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that the person is or was a director of the Corporation; provided that, except as otherwise provided in the By-laws of the Corporation, the Corporation shall not be obligated to indemnify or advance expenses to a director of the Corporation in respect of an action, suit or proceeding (or part thereof) instituted by such director, unless such action, suit or proceeding (or part thereof) has been authorized by the Board of Directors. The rights provided by this Section 7 of Article FIFTH shall not limit or exclude any rights, indemnities or limitations of liability to which any director of the Corporation may be entitled, whether as a matter of law, under the By-laws of the Corporation, by agreement, vote of the stockholders or disinterested directors of the Corporation or otherwise.
Unless and except to the extent the By-laws shall so require, the election of directors of the Corporation need not be by written ballot.
. Stockholder Action by Written Consent . Any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders and may not be taken by written consent of the stockholders; provided , however , that this Article SIXTH shall not become effective until the

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Trigger Date. Notwithstanding the foregoing, holders of one or more classes or series of Preferred Stock may, to the extent permitted by and pursuant to the terms of such class or series of Preferred Stock adopted by resolution or resolutions of the Board of Directors, act by written consent.
. Special Meetings . Except as otherwise required by law and subject to any rights granted to holders of shares of any class or series of Preferred Stock then outstanding, special meetings of the stockholders of the Corporation for any purpose or purposes may be called only by the Chairman of the Board of Directors or Chief Executive Officer or pursuant to a resolution of the Board of Directors adopted by at least a majority of the directors then in office; provided that, until the Trigger Date, a special meeting of the stockholders may also be called by the Secretary of the Corporation at the request of the holders of record of at least a majority of the outstanding shares of Common Stock. From and after the Trigger Date, the stockholders of the Corporation shall not have the power to call a special meeting of the stockholders of the Corporation or to request the Secretary of the Corporation to call a special meeting of the stockholders.
. Business Opportunities . To the fullest extent permitted by Section 122(17) of the DGCL (or any successor provision) and except as may be otherwise expressly agreed in writing by the Corporation and AXA, the Corporation, on behalf of itself and its subsidiaries, renounces and waives any interest or expectancy of the Corporation and its subsidiaries in, or in being offered an opportunity to participate in, directly or indirectly, any potential transactions, matters or business opportunities (including, without limitation, any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Corporation or any of its subsidiaries or any dealings with customers or clients of the Corporation or any of its subsidiaries) that are from time to time presented to AXA or any of its respective officers, directors, employees, agents, stockholders, members, partners, affiliates or subsidiaries (other than the Corporation and its subsidiaries), even if the transaction, matter or opportunity is one that the Corporation or its subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so. Neither AXA nor its respective officers, directors, employees, agents, stockholders, members, partners, affiliates or subsidiaries shall be liable to the Corporation or any of its subsidiaries for breach of any fiduciary or other duty, as a director or officer or otherwise, by reason of the fact that such person pursues, acquires or participates in such business opportunity, directs such business opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to the Corporation or its subsidiaries, unless, in the case of any such person who is a director or officer of the Corporation, such business opportunity is expressly offered to such director or officer in writing solely in his or her capacity as a director or officer of the Corporation. Any person purchasing or otherwise acquiring any interest in any shares of capital stock of the Corporation shall be deemed to have notice of and have consented to the provisions of this Article EIGHTH. Neither the alteration, amendment or repeal of this Article EIGHTH, nor the adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with this Article EIGHTH, nor, to the fullest extent permitted by Delaware law, any modification of law, shall eliminate or reduce the effect of this Article EIGHTH in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or claim

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that, but for this Article EIGHTH, would accrue or arise, prior to such alteration, amendment, repeal, adoption or modification. If any provision or provisions of this Article EIGHTH shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: ( a ) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article EIGHTH (including, without limitation, each portion of any paragraph of this Article EIGHTH containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and ( b ) to the fullest extent possible, the provisions of this Article EIGHTH (including, without limitation, each such portion of any paragraph of this Article EIGHTH containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Corporation to the fullest extent permitted by law. This Article EIGHTH shall not limit any protections or defenses available to, or indemnification or advancement rights of, any director or officer of the Corporation under this Amended and Restated Certificate of Incorporation, the By-laws of the Corporation, applicable law, any agreement or otherwise.
. Section 203 of the DGCL . The Corporation elects not to be governed by Section 203 of the DGCL (“ Section 203 ”), as permitted under and pursuant to subsection (b)(3) of Section 203, until the first date on which AXA ceases to beneficially own (directly or indirectly) at least five percent (5%) of the outstanding shares of Common Stock. From and after such date, the Corporation shall be governed by Section 203 so long as Section 203 by its terms would apply to the Corporation.
. Amendment of the Certificate of Incorporation . Subject to the terms and conditions of the Shareholder Agreement, the Corporation reserves the right to amend, alter or repeal any provision contained in this Amended and Restated Certificate of Incorporation in the manner now or hereafter prescribed by the DGCL, and all rights herein conferred upon stockholders or directors are granted subject to this reservation; provided , however , that any amendment, alteration or repeal of Sections 6 or 7 of Article FIFTH shall not adversely affect any right or protection of a director existing under this Amended and Restated Certificate of Incorporation at the time of such amendment, alteration or repeal and shall not increase the liability of a director thereunder in respect of any act or omission occurring prior to the time of such amendment, alteration or repeal. Notwithstanding anything to the contrary contained in this Amended and Restated Certificate of Incorporation, and notwithstanding that a lesser percentage may be permitted from time to time by applicable law, no provision of Articles FIFTH, SIXTH, SEVENTH, EIGHTH, NINTH, this Article TENTH and Articles ELEVENTH and TWELFTH may be amended, altered or repealed in any respect, nor may any provision or by-law inconsistent therewith be adopted, unless in addition to any other vote required by this Amended and Restated Certificate of Incorporation or otherwise required by law, ( a ) until the Trigger Date, such amendment, alteration or repeal is approved by the affirmative vote of the holders of at least a majority of the outstanding shares of Common Stock then entitled to vote at any annual or special meeting of stockholders, and ( b ) from and after the Trigger Date, such amendment, alteration or repeal is approved by the affirmative vote of the holders of at least two-thirds (66

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2⁄3%) of the outstanding shares of Common Stock then entitled to vote at any annual or special meeting of stockholders.
. Amendment of the By-laws . Subject to the terms and conditions of the Shareholder Agreement and the last sentence of this Article ELEVENTH, in furtherance and not in limitation of the powers conferred by law, the Board of Directors is expressly authorized to amend, alter or repeal the By-laws of the Corporation, without the assent or vote of stockholders of the Corporation. Any amendment, alteration or repeal of the By-laws of the Corporation by the Board of Directors shall require the affirmative vote of at least a majority of the directors then in office. In addition to any other vote otherwise required by law, the stockholders of the Corporation may amend, alter or repeal the By-laws of the Corporation; provided that any such action will require ( a ) until the Trigger Date, the affirmative vote of the holders of at least a majority of the outstanding shares of Common Stock entitled to vote at any annual or special meeting of stockholders and ( b ) from and after the Trigger Date, the affirmative vote of the holders of at least two-thirds (66 2⁄3%) of the outstanding shares of Common Stock entitled to vote at any annual or special meeting of stockholders. In addition, so long as the Shareholder Agreement remains in effect, the Board shall not approve any amendment, alteration or repeal of any provision of the By-laws, or the adoption of any new by-law, that would be contrary to or inconsistent with the then-applicable terms, if any, of the Shareholder Agreement, or this sentence.
. Exclusive Jurisdiction for Certain Actions . Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (the “ Court of Chancery ”) shall, to the fullest extent permitted by law, be the sole and exclusive forum for ( a ) any derivative action or proceeding brought on behalf of the Corporation, ( b ) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee, agent or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, ( c ) any action or proceeding asserting a claim arising out of or pursuant to, or seeking to enforce any right, obligation or remedy under, any provision of the DGCL, or as to which the DGCL confers jurisdiction on the Court of Chancery (including, without limitation, any action asserting a claim arising out of or pursuant to this Amended and Restated Certificate of Incorporation or the By-laws of the Corporation), or ( d ) any action or proceeding asserting a claim governed by the internal affairs doctrine. Any person or entity holding, owning, purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article TWELFTH.
*    *    *

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IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Incorporation this 9th day of May, 2018.

AXA EQUITABLE HOLDINGS, INC.

By:                         
Name:
Title:






ANNEX C
Form of Amended and Restated By-Laws


A-3



AXA EQUITABLE HOLDINGS, INC.
AMENDED AND RESTATED BY-LAWS
Effective as of May 9, 2018







AXA EQUITABLE HOLDINGS, INC.
BY-LAWS
Table of Contents
ARTICLE I

MEETINGS OF STOCKHOLDERS
Section 1.01.      Annual Meetings     1
Section 1.02.      Special Meetings     1
Section 1.03.      Participation in Meetings by Remote Communication     1
Section 1.04.      Notice of Meetings; Waiver of Notice     2
Section 1.05.      Proxies     3
Section 1.06.      Voting Lists     3
Section 1.07.      Quorum     4
Section 1.08.      Voting     4
Section 1.09.      Adjournment     4
Section 1.10.      Organization; Procedure; Inspection of Elections     5
Section 1.11.      Notice of Stockholder Proposals and Nominations     6
ARTICLE II

BOARD OF DIRECTORS
Section 2.01.      General Powers     11
Section 2.02.      Number and Term of Office     11
Section 2.03.      Election of Directors     11
Section 2.04.      Regular Meetings     11

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Section 2.05.      Special Meetings     11
Section 2.06.      Notice of Meetings; Waiver of Notice     11
Section 2.07.      Quorum; Voting     12
Section 2.08.      Action by Telephonic Communications     12
Section 2.09.      Adjournment     12
Section 2.10.      Action Without a Meeting     12
Section 2.11.      Regulations     12
Section 2.12.      Resignations of Directors     12
Section 2.13.      Removal of Directors     12
Section 2.14.      Vacancies and Newly Created Directorships     12
Section 2.15.      Compensation     13
Section 2.16.      Reliance on Accounts and Reports, etc     13
Section 2.17.      Chairman of the Board     13
ARTICLE III

COMMITTEES
Section 3.01.      How Constituted     13
Section 3.02.      Members and Alternate Members     13
Section 3.03.      Committee Procedures     14
Section 3.04.      Meetings and Actions of Committees     14
Section 3.05.      Resignations and Removals     14
Section 3.06.      Vacancies     14
Section 3.07.      Executive Committee     15

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ARTICLE IV

OFFICERS
Section 4.01.      Officers     15
Section 4.02.      Election     15
Section 4.03.      Compensation     15
Section 4.04.      Removal and Resignation; Vacancies     15
Section 4.05.      Authority and Duties of Officers     15
Section 4.06.      Chief Executive Officer and President     16
Section 4.07.      Vice Presidents     16
Section 4.08.      Secretary     16
Section 4.09.      Treasurer     17
ARTICLE V

CAPITAL STOCK
Section 5.01.      Certificates of Stock; Uncertificated Shares     18
Section 5.02.      Facsimile Signatures     18
Section 5.03.      Lost, Stolen or Destroyed Certificates     18
Section 5.04.      Transfer of Stock     18
Section 5.05.      Registered Stockholders     19
Section 5.06.      Transfer Agent and Registrar     19
ARTICLE VI

INDEMNIFICATION
Section 6.01.      Indemnification     19

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Section 6.02.      Advance of Expenses     20
Section 6.03.      Procedure for Indemnification     20
Section 6.04.      Burden of Proof     21
Section 6.05.      Contract Right; Non-Exclusivity; Survival     21
Section 6.06.      Insurance     22
Section 6.07.      Employees and Agents     22
Section 6.08.      Interpretation; Severability     22
ARTICLE VII

OFFICES
Section 7.01.      Registered Office     22
Section 7.02.      Other Offices     22
ARTICLE VIII

GENERAL PROVISIONS
Section 8.01.      Dividends     22
Section 8.02.      Reserves     23
Section 8.03.      Execution of Instruments     23
Section 8.04.      Voting as Stockholder     23
Section 8.05.      Fiscal Year     23
Section 8.06.      Seal     23
Section 8.07.      Books and Records; Inspection     24
Section 8.08.      Electronic Transmission     24

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ARTICLE IX

AMENDMENT OF BY-LAWS
Section 9.01.      Amendment     24
ARTICLE X

CONSTRUCTION
Section 10.01.      Construction     25



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AXA EQUITABLE HOLDINGS, INC.
AMENDED AND RESTATED BY-LAWS
As amended and restated effective May 9, 2018


MEETINGS OF STOCKHOLDERS
Annual Meetings . The annual meeting of the stockholders of AXA Equitable Holdings, Inc. (the “ Corporation ”) for the election of directors to succeed directors whose terms expire and for the transaction of such other business as may properly come before such meeting shall be held either within or without the State of Delaware, on such date and at such place, if any, and time as exclusively may be fixed from time to time by resolution of the Corporation’s Board of Directors (the “ Board ”) and set forth in the notice or waiver of notice of the meeting, unless, subject to the certificate of incorporation of the Corporation as then in effect (as the same may be amended from time to time, the “ Certificate of Incorporation ”) and Section 1.11 of these By-laws, the stockholders have acted by written consent in lieu of an annual meeting to elect directors as permitted by the General Corporation Law of the State of Delaware, as amended from time to time (the “ DGCL ”). In lieu of holding an annual meeting of the stockholders at a designated place, the Board may, in its sole discretion, determine that any annual meeting of stockholders may be held solely by means of remote communication in accordance with Section 1.03 of these By-laws. The Board may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board.
Special Meetings . Special meetings of the stockholders of the Corporation may be called only in the manner set forth in the Certificate of Incorporation. Notice of every special meeting of the stockholders of the Corporation shall state the purpose or purposes of such meeting. Except as otherwise required by law, the business conducted at a special meeting of stockholders of the Corporation shall be limited exclusively to the business set forth in the Corporation’s notice of meeting, and the individual or group calling such meeting shall have exclusive authority to determine the business included in such notice. Any special meeting of the stockholders shall be held either within or without the State of Delaware, at such place, if any, and on such date and time, as shall be specified in the notice of such special meeting. In lieu of holding a special meeting of the stockholders at a designated place, the Board may, in its sole discretion, determine that any special meeting of stockholders may be held solely by means of remote communication in accordance with Section 1.03 of these By-laws. The Board may postpone, reschedule or cancel any special meeting of stockholders previously scheduled by the Board.
Participation in Meetings by Remote Communication . The Board, acting in its sole discretion, may establish guidelines and procedures in accordance with applicable provisions of the DGCL and any other applicable law for the participation by stockholders and proxyholders in a meeting of stockholders by means of remote communications, including by webcast, and may determine that any meeting of stockholders will not be held at any place but will be held solely by means of remote communication. Stockholders and proxyholders complying with such procedures and guidelines and otherwise entitled to vote at a meeting of stockholders shall be

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deemed present in person and entitled to vote at a meeting of stockholders, whether such meeting is to be held at a designated place or solely by means of remote communication; provided that ( i ) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, ( ii ) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and ( iii ) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.
Notice of Meetings; Waiver of Notice .
The Secretary or any Assistant Secretary of the Corporation shall cause notice of each meeting of stockholders to be given in writing in a manner permitted by the DGCL not less than 10 days nor more than 60 days prior to the meeting to each stockholder of record entitled to vote at such meeting, unless otherwise provided by the DGCL. The notice shall specify ( i ) the place, if any, date and time of such meeting, ( ii ) the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, ( iii ) the record date for determining the stockholders entitled to vote at the meeting, if such record date is different from the record date for determining the stockholders entitled to notice of the meeting, ( iv ) in the case of a special meeting, the purpose or purposes for which such meeting is called, and ( v ) such other information as may be required by law or as may be deemed appropriate by the Chairman of the Board, the Secretary of the Corporation or the Board. If the stockholder list referred to in Section 1.06 of these By-laws is made accessible on an electronic network, the notice of meeting must indicate how the stockholder list can be accessed. If the meeting of stockholders is to be held solely by means of electronic communications, the notice of meeting must provide the information required to access such stockholder list during the meeting.
Notice to stockholders may be given by personal delivery, mail, or, with the consent of the stockholder entitled to receive notice, by facsimile or other means of electronic transmission. If mailed, such notice shall be delivered by postage prepaid envelope directed to each stockholder at such stockholder’s address as it appears in the records of the Corporation and shall be deemed given when deposited in the United States mail. Notice given by electronic transmission pursuant to this subsection shall be deemed given: ( i ) if by facsimile telecommunication, when directed to a facsimile telecommunication number at which the stockholder has consented to receive notice; ( ii ) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; ( iii ) if by posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of ( A ) such posting and ( B ) the giving of such separate notice; and ( iv ) if by any other form of electronic transmission, when directed to the stockholder. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent or other agent of the Corporation that the notice has been given by personal delivery, by mail, or by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

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A written waiver of notice of meeting signed by a stockholder entitled to notice or a waiver by electronic transmission by a stockholder entitled to notice, whether given before or after the meeting time stated in such notice, is deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in a waiver of notice. Attendance of a stockholder at a meeting is a waiver of notice of such meeting, except when the stockholder attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business at the meeting on the ground that the meeting is not lawfully called or convened.
Proxies .
Each stockholder entitled to vote at a meeting of stockholders or to express consent to or dissent from corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy.
A stockholder may authorize a valid proxy by executing a written instrument signed by such stockholder, or by causing his or her signature to be affixed to such writing by any reasonable means, including but not limited to by facsimile signature, or by transmitting or authorizing an electronic transmission (as defined in Section 8.08 of these By-laws) setting forth an authorization to act as proxy to the person designated as the holder of the proxy, a proxy solicitation firm or a like authorized agent. Proxies by electronic transmission must either set forth, or be submitted with, information from which it can be determined that the electronic transmission was authorized by the stockholder. Any copy, facsimile telecommunication or other reliable reproduction of a writing or transmission created pursuant to this section may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used if such copy, facsimile telecommunication or other reproduction is a complete reproduction of the entire original writing or transmission.
No proxy may be voted or acted upon after the expiration of three years from the date of such proxy, unless such proxy provides for a longer period. Every proxy is revocable at the pleasure of the stockholder executing it unless the proxy states that it is irrevocable and if, and only so long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by filing another duly executed proxy bearing a later date with the Secretary of the Corporation.
Voting Lists . The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare, at least 10 days before every meeting of the stockholders (and before any adjournment thereof for which a new record date has been set), a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder, unless the record date for determining the stockholders entitled to vote is less than 10 days before the meeting, then the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date. This list shall be open to the examination of any stockholder for at least 10 days prior to the meeting and during the meeting for any purpose germane to the meeting as

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required by the DGCL or other applicable law. The list may be made available in any format, including on a reasonably accessible electronic network, provided the information required to gain access to such list is provided with the notice of the meeting or during ordinary business hours at the principal place of business of the Corporation. In the event that the corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. The stock ledger shall be the only evidence as to who are the stockholders entitled by this section to examine the list required by this section or to vote in person or by proxy at any meeting of stockholders.
Quorum . Except as otherwise required by law or by the Certificate of Incorporation, the presence in person or represented by proxy of the holders of record of a majority of the total voting power of all outstanding shares of capital stock of the Corporation entitled to vote at a meeting of stockholders shall constitute a quorum for the transaction of business at such meeting.
Voting . Except as otherwise provided in the Certificate of Incorporation or by applicable law, every holder of record of shares entitled to vote at a meeting of stockholders is entitled to one vote for each share outstanding in his, her or its name on the books of the Corporation ( a ) at the close of business on the record date for such meeting or ( b ) if no record date has been fixed, at the close of business on the day next preceding the day on which notice of the meeting is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. All matters at any meeting at which a quorum is present, except the election of directors, shall be decided by the affirmative vote of the holders of at least a majority in voting power of the outstanding shares of capital stock of the Corporation present in person or represented by proxy at the meeting and entitled to vote on the subject matter in question, unless otherwise expressly provided by express provision of the Certificate of Incorporation or these By-laws, the rules or regulations of any stock exchange applicable to the Corporation, or any law or regulation applicable to the Corporation or its securities, in which case such different or minimum vote shall be the applicable vote on the matter. Subject to the rights of the holders of any class or series of preferred stock to elect additional directors under specific circumstances, as may be set forth in the certificate of designations for such class or series of preferred stock, the election of directors shall be decided by the affirmative vote of the holders of at least a plurality of the votes of the outstanding shares of common stock present in person or represented by proxy at the meeting and entitled to vote in an election of directors, unless otherwise expressly provided by the Certificate of Incorporation. The stockholders do not have the right to cumulate their votes for the election of directors.
Adjournment . Any meeting of stockholders may be adjourned from time to time, by the chairperson of the meeting or by the vote of the holders of a majority of the shares of stock present in person or represented by proxy at the meeting, whether or not a quorum is present, to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the place, if any, and date and time thereof (and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting) are announced at the meeting at which the adjournment is taken, unless the adjournment is for more than 30 days or a new record date is fixed for the adjourned meeting

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after the adjournment, in which case notice of the adjourned meeting in accordance with Section 1.04 of these By-laws shall be given to each stockholder of record entitled to vote at the meeting. At the adjourned meeting, the Corporation may transact any business that might have been transacted at the original meeting.
Organization; Procedure; Inspection of Elections .
At every meeting of stockholders the presiding person shall be the Chairman of the Board or, in the event of his or her absence or disability, the Chief Executive Officer and President or, in the event of his or her absence or disability, a presiding person chosen by resolution of the Board. The Secretary or, in the event of his or her absence or disability, the Assistant Secretary, if any, or, if there be no Assistant Secretary, in the absence of the Secretary, an appointee of the presiding person, shall act as secretary of the meeting. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the presiding person. The Board may make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Except to the extent inconsistent with such rules and regulations as adopted by the Board, the presiding person shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting. Subject to any such rules and regulations, the presiding person of any meeting shall have the right and authority to prescribe rules, regulations and procedures for such meeting and to take all such actions as in the judgment of the presiding person are appropriate for the proper conduct of such meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the presiding person of the meeting, may include, without limitation, the following: ( i ) the establishment of an agenda or order of business for the meeting; ( ii ) rules and procedures for maintaining order at the meeting and the safety of those present; ( iii ) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the presiding person of the meeting shall determine; ( iv ) restrictions on entry to the meeting after the time fixed for the commencement thereof; and ( v ) limitations on the time allotted to questions or comments by participants. The presiding person at any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and if such presiding person should so determine, such presiding person shall so declare to the meeting and any such matter of business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.
Preceding any meeting of the stockholders, the Board may, and when required by law shall, appoint one or more persons to act as inspectors of elections, and may designate one or more alternate inspectors. If no inspector or alternate so appointed by the Board is able to act, or if no inspector or alternate has been appointed and the appointment of an inspector is required by law, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. No director or nominee for the office of director shall be appointed as an inspector of

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elections. Each inspector, before entering upon the discharge of the duties of an inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall ( i ) ascertain the number of shares of capital stock of the Corporation outstanding and the voting power of each such share, ( ii ) determine the shares of capital stock of the Corporation represented at the meeting and the validity of proxies and ballots, ( iii ) count all votes and ballots, ( iv ) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and ( v ) certify their determination of the number of shares of capital stock of the Corporation represented at the meeting and such inspectors’ count of all votes and ballots. The inspectors shall discharge their duties in accordance with the requirements of applicable law.
Notice of Stockholder Proposals and Nominations .
Annual Meetings of Stockholders. (1) Nominations of persons for election to the Board and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders only ( A ) pursuant to the Corporation’s notice of the meeting (or any supplement thereto) delivered pursuant to Section 1.04 of these By-laws, ( B ) by or at the direction of the Board or a committee of the Board appointed by the Board for such purpose, which shall be in accordance with the terms and conditions of the Shareholder Agreement, among the Corporation and AXA S.A. (“ AXA ”), dated as of May 4, 2018, to be effective as of the date of the initial listing of the common stock on the New York Stock Exchange (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “ Shareholder Agreement ”), or ( C ) by any stockholder of the Corporation who is entitled to vote at the meeting, who complies with the notice procedures set forth in clauses (ii) and (iii) of this Section 1.11(a) and who is a stockholder of record at the time such notice is delivered to the Secretary and at the date of the meeting, subject to paragraph (c)(ii)(D) of this Section 1.11.
For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to subclause (D) of Section 1.11(a)(i) of these By-laws, the stockholder must have given timely notice thereof in writing to the Secretary and, in the case of business other than nominations for persons for election to the Board, such other business must constitute a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred and twenty (120) days prior to the first anniversary of the preceding year’s annual meeting (which date shall, for purposes of the Corporation’s first annual meeting of stockholders after its shares of common stock are first publicly traded, be deemed to have occurred on May 1, 2018); provided , however , that in the event that the date of the annual meeting is advanced by more than thirty (30) days or delayed by more than sixty (60) days from such anniversary date of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the close of business on the tenth (10th) day following the day on which public announcement of the date of such meeting is first made. Such stockholder’s notice shall set forth ( A ) as to each person whom the

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stockholder proposes to nominate for election or re-election as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Section 14(a) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) and the rules and regulations promulgated thereunder, including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; ( B ) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend the Certificate of Incorporation or these By-laws, the text of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and of the beneficial owner, if any, on whose behalf the proposal is made; and ( C ) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made ( 1 ) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner; ( 2 ) the class or series and number of shares of capital stock of the Corporation which are owned, directly or indirectly, beneficially and of record by such stockholder and such beneficial owner; ( 3 ) a representation that the stockholder is a holder of record of the stock of the Corporation at the time of giving the notice, will be entitled to vote at such meeting and will appear in person or by proxy at the meeting to propose such business or nomination; ( 4 ) a representation whether the stockholder or the beneficial owner, if any, will be or is part of a group which will ( x ) deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or ( y ) otherwise solicit proxies from stockholders in support of such proposal or nomination; and ( 5 ) a certification regarding whether such stockholder and beneficial owner, if any, have complied with all applicable federal, state and other legal requirements in connection with the stockholder’s and/or beneficial owner’s acquisition of shares of capital stock or other securities of the Corporation and/or the stockholder’s and/or beneficial owner’s acts or omissions as a stockholder of the Corporation. Notice of a stockholder nomination or proposal shall also set forth, as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made ( A ) a description of any agreement, arrangement or understanding with respect to the nomination or proposal and/or the voting of shares of any class or series of stock of the Corporation between or among the stockholder giving notice, beneficial owner, if any, on whose behalf the nomination or proposal is made, any of their respective affiliates or associates and/or other person or persons (including their names) acting in concert with any of the foregoing (collectively, the “ proponent persons ”); ( B ) a description of any agreement, arrangement or understanding (including, without limitation, regardless of the form of settlement, any derivative, long or short positions, profit interests, forwards, futures, swaps, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions and borrowed or loaned shares) to which any proponent person is a party, the effect or intent of which is to transfer to or from any proponent person, in whole or in part, any of the economic consequences of ownership of any

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security of the Corporation, to increase or decrease the voting power of any proponent person with respect to shares of any class or series of stock of the Corporation and/or to provide any proponent person, directly or indirectly, with the opportunity to profit or share in any profit derived from, or to otherwise benefit economically from, any increase or decrease in the value of any security of the Corporation (a “ Derivative Instrument ”); ( C ) to the extent not disclosed pursuant to the immediately preceding clause (B), the principal amount of any indebtedness of the Corporation or any of its subsidiaries beneficially owned by such stockholder or by beneficial owner, if any, together with the title of the instrument under which such indebtedness was issued and a description of any Derivative Instrument entered into by or on behalf of such stockholder or such beneficial owner relating to the value or payment of any indebtedness of the Corporation or any such subsidiary; and ( D ) any other information relating to such stockholder and beneficial owner, if any, required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in an election contest pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder. The foregoing notice requirements shall be deemed satisfied by a stockholder if the stockholder has notified the Corporation of his or her intention to present a proposal at an annual meeting in compliance with Rule 14a–8 (or any successor thereof) promulgated under the Exchange Act, and such stockholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting. A stockholder providing notice of a proposed nomination for election to the Board or other business proposed to be brought before a meeting (whether given pursuant to this paragraph (a)(ii) or paragraph (b) of this Section 1.11 of these By-laws) shall update and supplement such notice from time to time to the extent necessary so that the information provided or required to be provided in such notice shall be true and correct ( x ) as of the record date for determining the stockholders entitled to notice of the meeting and ( y ) as of the date that is fifteen (15) days prior to the meeting or any adjournment or postponement thereof, provided that if the record date for determining the stockholders entitled to vote at the meeting is less than fifteen (15) days prior to the meeting or any adjournment or postponement thereof, the information shall be supplemented and updated as of such later date. Any such update and supplement shall be delivered in writing to the Secretary at the principal executive offices of the Corporation not later than five (5) days after the record date for determining the stockholders entitled to notice of the meeting (in the case of any update and supplement required to be made as of the record date for determining the stockholders entitled to notice of the meeting), not later than ten (10) days prior to the date for the meeting or any adjournment or postponement thereof (in the case of any update or supplement required to be made as of fifteen (15) days prior to the meeting or adjournment or postponement thereof) and not later than five (5) days after the record date for determining the stockholders entitled to vote at the meeting, but no later than the date prior to the meeting or any adjournment or postponement thereof (in the case of any update and supplement required to be made as of a date less than fifteen (15) days prior the date of the meeting or any adjournment or postponement thereof). The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such

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proposed nominee to serve as a director of the Corporation and to determine the independence of such director under the Exchange Act and rules and regulations thereunder and applicable stock exchange rules. In addition, a stockholder seeking to bring an item of business before the annual meeting shall promptly provide any other information reasonably requested by the Corporation.
Notwithstanding anything in Section 1.11(a)(ii) of these By-laws to the contrary, in the event that the number of directors to be elected to the Board at an annual meeting is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board made by the Corporation at least one hundred (100) calendar days prior to the first anniversary of the preceding year’s annual meeting (which date shall, for purposes of the Corporation’s first annual meeting of stockholders after its shares of common stock are first publicly traded, be deemed to have occurred on May 1, 2018), then a stockholder’s notice under this Section 1.11(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it is received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Corporation.
Special Meetings of Stockholders . Only such business as shall have been brought before the special meeting of the stockholders pursuant to the Corporation’s notice of meeting shall be conducted at such meeting. Nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting ( 1 ) by or at the direction of the Board or a Committee appointed by the Board for such purpose or ( 2 ) provided that the Board has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is entitled to vote at the meeting, who complies with the notice procedures set forth in this Section 1.11(b) and who is a stockholder of record at the time such notice is delivered to the Secretary and at the date of the meeting, subject to paragraph (c)(ii)(D) of this Section 1.11. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors of the Corporation, any stockholder entitled to vote at such meeting may nominate a person or persons, as the case may be, for election to such position(s) as specified by the Corporation, if the stockholder’s notice as required by Section 1.11(a)(ii) of these By-laws shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the one hundred and twenty (120) days prior to such special meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.
General .
Only such persons who are nominated in accordance with the procedures set forth in this Section 1.11 shall be eligible to serve as directors and only such business shall be

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conducted at an annual or special meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section. Except as otherwise provided by applicable law, the Certificate of Incorporation or these By-laws, the presiding person of a meeting of stockholders shall have the power and duty ( x ) to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in this Section 1.11 (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made, solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s nominee or proposal in compliance with such stockholder’s representation as required by clause (a)(ii)(C)(4) of this Section 1.11), and ( y ) if any proposed nomination or business is not in compliance with this Section 1.11, to declare that such defective nomination shall be disregarded or that such proposed business shall not be transacted.
If the stockholder (or a qualified representative of the stockholder) making a nomination or proposal under this Section 1.11 does not appear at a meeting of stockholders to present such nomination or proposal, the nomination shall be disregarded and/or the proposed business shall not be transacted, as the case may be, notwithstanding that proxies in favor thereof may have been received by the Corporation. For purposes of this Section 1.11, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.
(A)    Whenever used in these By-laws, “ public announcement ” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.
(B)    Notwithstanding the foregoing provisions of this Section 1.11, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 1.11. Nothing in this Section 1.11 shall be deemed to affect any rights of ( x ) stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or ( y ) the holders of any series of preferred stock to elect directors pursuant to any applicable provisions of the Certificate of Incorporation or of the relevant preferred stock certificate of designation.
(C)    The announcement of an adjournment or postponement of an annual or special meeting does not commence a new time period (and does not extend any time period) for the giving of notice of a stockholder nomination or a stockholder proposal as described above.

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(D)    Notwithstanding anything to the contrary contained in this Section 1.11, for as long as the Shareholder Agreement remains in effect, AXA shall not be subject to the notice procedures set forth in this Section 1.11 with respect to any annual or special meeting of stockholders.


BOARD OF DIRECTORS
General Powers . Except as may otherwise be provided by law, the Certificate of Incorporation or these By-laws, the business and affairs of the Corporation shall be managed by or under the direction of the Board. The directors shall act only as a Board, and the individual directors shall have no power as such.
Number and Term of Office . The number of directors constituting the entire Board and the term of office for each director shall be as provided for in the Certificate of Incorporation.
Election of Directors . Except as otherwise provided in Section 2.14 of these By-laws, at each meeting of the stockholders for the election of directors, provided a quorum is present, the directors shall be elected as provided in Section 1.08 of these By-laws.
Regular Meetings . Regular meetings of the Board shall be held on such dates, and at such times and places as are determined from time to time by resolution of the Board.
Special Meetings . Special meetings of the Board shall be held whenever called by the Chairman of the Board or the Chief Executive Officer and President or, in the event of his or her absence or disability, by the Secretary, or by a majority of the directors then in office, at such place, date and time as may be specified in the respective notices or waivers of notice of such meetings. Any business may be conducted at a special meeting.
Notice of Meetings; Waiver of Notice .
Notices of special meetings shall be given to each director, and notice of each resolution or other action affecting the date, time or place of one or more regular meetings shall be given to each director not present at the meeting adopting such resolution or other action, subject to Section 2.09 of these By-laws. Notices shall be given personally, or by telephone confirmed by facsimile or email dispatched promptly thereafter, or by facsimile or email confirmed by a writing delivered by a recognized overnight courier service, directed to each director at the address from time to time designated by such director to the Secretary. Each such notice and confirmation must be given (received in the case of personal service or delivery of written confirmation) at least 24 hours prior to the time of a special meeting, and at least five days prior to the initial regular meeting affected by such resolution or other action, as the case may be.
A written waiver of notice of meeting signed by a director or a waiver by electronic transmission by a director, whether given before or after the meeting time stated in such notice, is deemed equivalent to notice. Attendance of a director at a meeting is a waiver of notice of such meeting, except when the director attends a meeting for the express purpose of objecting at the

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beginning of the meeting to the transaction of any business at the meeting on the ground that the meeting is not lawfully called or convened.
Quorum; Voting . At all meetings of the Board, the presence of a majority of the total authorized number of directors shall constitute a quorum for the transaction of business. Except as otherwise required by law, the Certificate of Incorporation or these By-laws, the affirmative vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board.
Action by Telephonic Communications . Members of the Board may participate in a meeting of the Board by means of telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting.
Adjournment . A majority of the directors present may adjourn any meeting of the Board to another date, time or place, whether or not a quorum is present. No notice need be given of any adjourned meeting unless ( a ) the date, time and place of the adjourned meeting are not announced at the time of adjournment, in which case notice conforming to the requirements of Section 2.06 of these By-laws applicable to special meetings shall be given to each director, or ( b ) the meeting is adjourned for more than 24 hours, in which case the notice referred to in clause (a) shall be given to those directors not present at the announcement of the date, time and place of the adjourned meeting.
Action Without a Meeting . Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if all members of the Board consent thereto in writing or by electronic transmission, and such writing or writings or electronic transmissions are filed with the minutes of proceedings of the Board. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
Regulations . To the extent consistent with applicable law, the Certificate of Incorporation and these By-laws, the Board may adopt such rules and regulations for the conduct of meetings of the Board and for the management of the affairs and business of the Corporation as the Board may deem appropriate. The Board may elect from among its members one or more vice-chairpersons to preside over meetings and to perform such other duties as may be designated by the Board.
Resignations of Directors . Any director may resign at any time by submitting an electronic transmission or by delivering a written notice of resignation, signed by such director, to the Chairman of the Board or the Secretary. Such resignation shall take effect upon delivery unless the resignation specifies a later effective date or an effective date determined upon the happening of a specified event.
Removal of Directors . Directors may only be removed in the manner set forth in the Certificate of Incorporation.

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Vacancies and Newly Created Directorships . Any vacancies or newly created directorships shall be filled as set forth in the Certificate of Incorporation and in accordance with the terms and conditions of the Shareholder Agreement.
Compensation . The directors shall be entitled to compensation for their services as fixed by the Board. The Board may by resolution determine the expenses in the performance of such services for which a director is entitled to reimbursement.
Reliance on Accounts and Reports, etc . A director, as such or as a member of any committee designated by the Board, shall in the performance of his or her duties be fully protected in relying in good faith upon the records of the Corporation and upon information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees designated by the Board, or by any other person as to the matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.
Chairman of the Board . A Chairman of the Board shall be appointed by a majority of the directors of the Board in accordance with the terms and conditions of the Shareholder Agreement. The Chairman shall have the power to call special meetings of stockholders and to call special meetings of the Board. If present, the Chairman of the Board shall preside at meetings of the stockholders and of the Board. The Chairman of the Board shall have such other powers and duties customarily and usually associated with the office of the Chairman of the Board, as well as any additional powers and duties as may be from time to time assigned to him or her by the Board.


COMMITTEES
How Constituted . The Board shall have an Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, Executive Committee, Finance & Risk Committee and such other committees as the Board may determine (each, a “ Committee ” and collectively, the “ Committees ”). Subject to the terms and conditions of the Shareholder Agreement, each Committee shall consist of such number of directors as from time to time may be fixed by the Board and shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation to the extent delegated to such Committee by the Board and, in the case of the Executive Committee, as provided in Section 3.07 of these By-laws, but no Committee shall have any power or authority as to ( a ) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, ( b ) adopting, amending or repealing any of these By-laws or ( c ) as may otherwise be excluded by the Certificate of Incorporation. Any Committee may be abolished or re-designated from time to time by the Board.
Members and Alternate Members . Subject to the terms and conditions of the Shareholder Agreement, the members of each Committee and any alternate members shall be selected by the

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Board. The Board may provide that the members and alternate members serve at the pleasure of the Board. An alternate member may replace any absent or disqualified member at any meeting of the Committee. An alternate member shall be given all notices of Committee meetings, may attend any meeting of the Committee, but may count towards a quorum and vote only if a member for whom such person is an alternate is absent or disqualified. Each member or alternate member of any Committee (whether designated at an annual meeting of the Board or to fill a vacancy on such Committee or otherwise) shall hold office as a Committee member or alternate member, as applicable, until his or her successor shall have been designated or until he or she shall cease to be a director, or until his or her earlier death, resignation or removal.
Committee Procedures . A quorum for each Committee shall be a majority of its members, unless the Committee has only one or two members, in which case a quorum shall be one member, or unless a greater quorum is established by the Board. Subject to the terms and conditions of the Shareholder Agreement, the vote of a majority of the Committee members present at a meeting at which a quorum is present shall be the act of the Committee. Each Committee shall keep regular minutes of its meetings and report to the Board when required. The Board may adopt other rules and regulations for the government of any Committee not inconsistent with the provisions of these By-laws, and each Committee may adopt its own rules and regulations of government, to the extent not inconsistent with these By-laws or rules and regulations adopted by the Board.
Meetings and Actions of Committees . Meetings and actions of each Committee shall be governed by, and held and taken in accordance with, the provisions of the following sections of these By-laws, with such By-laws being deemed to refer to the Committee and its members in lieu of the Board and its members:
Section 2.04 (to the extent relating to place and time of regular meetings);
Section 2.05 (relating to special meetings);
Section 2.06 (relating to notice and waiver of notice);
Sections 2.08 and 2.10 (relating to telephonic communication and action without a meeting); and
Section 2.09 (relating to adjournment and notice of adjournment).
Special meetings of Committees may also be called by resolution of the Board.
Resignations and Removals . Any member (and any alternate member) of any Committee may resign from such position at any time by delivering notice of resignation in writing or by electronic transmission, signed by such member, to the Chairman of the Board or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery. Any member (and any alternate member) of any Committee may be removed from such position by the Board at any time, either for or without cause, subject to the terms and conditions of the Shareholder Agreement.

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Vacancies . If a vacancy occurs in any Committee for any reason, the remaining members (and any alternate members) may continue to act if a quorum is present. A Committee vacancy may be filled only by the Board subject to Section 3.01 of these By-laws, and for so long as the Shareholder Agreement is in effect, the terms and conditions of the Shareholder Agreement.
Executive Committee . During the intervals between the meetings of the Board, the Executive Committee, except as otherwise provided in this Article III and subject to the Certificate of Incorporation, these By-Laws and the Shareholder Agreement, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation. The Executive Committee shall have power to authorize the seal of the Corporation to be affixed to any and all papers which may require it.


OFFICERS
Officers . The Board shall elect a Chief Executive Officer and President (which offices shall be held by the same person) and a Secretary as officers of the Corporation. The Board may also elect a Treasurer, one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers, and such other officers and agents as the Board may determine (including a Chief Financial Officer). In addition, the Board from time to time may delegate to any officer the power to appoint subordinate officers or agents and to prescribe their respective rights, terms of office, authorities and duties. Any action by an appointing officer may be superseded by action by the Board. Any number of offices may be held by the same person. No officer need be a director of the Corporation.
Election . The officers of the Corporation elected by the Board shall serve at the pleasure of the Board. Officers and agents appointed pursuant to delegated authority as provided in Section 4.01 (or, in the case of agents, as provided in Section 4.06) shall hold their offices for such terms as may be determined from time to time by the appointing officer. Each officer shall hold office until his or her successor has been elected or appointed and qualified, or until his or her earlier death, resignation or removal.
Compensation . The salaries and other compensation of all officers and agents of the Corporation shall be fixed by the Board or in the manner established by the Board.
Removal and Resignation; Vacancies . Any officer may be removed for or without cause at any time by the Board. Any officer granted the power to appoint subordinate officers and agents as provided in Section 4.01 may remove any subordinate officer or agent appointed by such officer, for or without cause. Any officer or agent may resign at any time by delivering notice of resignation, either in writing signed by such officer or by electronic transmission, to the Board or the Chief Executive Officer and President. Unless otherwise specified therein, such resignation shall take effect upon delivery. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise, may be filled by the Board or by the officer, if any, who appointed the person formerly holding such office.

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Authority and Duties of Officers . An officer of the Corporation shall have such authority and shall exercise such powers and perform such duties ( a ) as may be required by law, ( b ) to the extent not inconsistent with law, as are specified in these By-laws, ( c ) to the extent not inconsistent with law or these By-laws, as may be specified by resolution of the Board and ( d ) to the extent not inconsistent with any of the foregoing, as may be specified by the appointing officer with respect to a subordinate officer appointed pursuant to delegated authority under Section 4.01.
Chief Executive Officer and President . The Chief Executive Officer and President shall, unless otherwise provided by the Board, be the chief executive officer of the Corporation, shall have general control and supervision of the policies and operations of the Corporation and shall see that all orders and resolutions of the Board are carried into effect. Unless otherwise provided by the Board, he or she shall manage and administer the Corporation’s business and affairs and shall also perform all duties and exercise all powers usually pertaining to the office of a chief executive officer, president or a chief operating officer of a corporation. He or she shall have the authority to sign, in the name and on behalf of the Corporation, checks, orders, contracts, leases, notes, drafts and all other documents and instruments in connection with the business of the Corporation. He or she shall have the authority to cause the employment or appointment of such employees or agents of the Corporation as the conduct of the business of the Corporation may require, to fix their compensation, and to remove or suspend any employee or any agent employed or appointed by any officer or to suspend any agent appointed by the Board. The Chief Executive Officer and President shall have the duties and powers of the Treasurer if no Treasurer is elected and shall have such other duties and powers as the Board may from time to time prescribe.
Vice Presidents . If one or more Vice Presidents have been elected, each Vice President shall perform such duties and exercise such powers as may be assigned to him or her from time to time by the Board or the Chief Executive Officer and President. In the event of absence or disability of the Chief Executive Officer and President, the duties of the Chief Executive Officer and President shall be performed, and his or her powers may be exercised, by such Vice President as shall be designated by the Board or, failing such designation, by the Vice President in order of seniority of election to that office.
Secretary . Unless otherwise determined by the Board, the Secretary shall have the following powers and duties:
The Secretary shall keep or cause to be kept a record of all the proceedings of the meetings of the stockholders, the Board and any Committees thereof in books provided for that purpose.
The Secretary shall cause all notices to be duly given in accordance with the provisions of these By-laws and as required by law.
Whenever any Committee shall be appointed pursuant to a resolution of the Board, the Secretary shall furnish a copy of such resolution to the members of such Committee.

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The Secretary shall be the custodian of the records and of the seal of the Corporation and cause such seal (or a facsimile thereof) to be affixed to all certificates representing shares of the Corporation prior to the issuance thereof and to all documents and instruments that the Board or any officer of the Corporation has determined should be executed under seal, may sign (together with any other authorized officer) any such document or instrument, and when the seal is so affixed he or she may attest the same.
The Secretary shall properly maintain and file all books, reports, statements, certificates and all other documents and records required by law, the Certificate of Incorporation or these By-laws.
The Secretary shall have charge of the stock books and ledgers of the Corporation and shall cause the stock and transfer books to be kept in such manner as to show at any time the number of shares of stock of the Corporation of each class or series issued and outstanding, the names (alphabetically arranged) and the addresses of the holders of record of such shares, the number of shares held by each holder and the date as of which each such holder became a holder of record.
The Secretary shall sign (unless the Treasurer, an Assistant Treasurer or an Assistant Secretary shall have signed) certificates representing shares of the Corporation the issuance of which shall have been authorized by the Board.
The Secretary shall perform, in general, all duties incident to the office of secretary and such other duties as may be specified in these By-laws or as may be assigned to the Secretary from time to time by the Board or the Chief Executive Officer and President.
Treasurer . Unless otherwise determined by the Board, the Treasurer, if there be one, shall be the Chief Financial Officer of the Corporation and shall have the following powers and duties:
The Treasurer shall have charge and supervision over and be responsible for the moneys, securities, receipts and disbursements of the Corporation, and shall keep or cause to be kept full and accurate records thereof.
The Treasurer shall cause the moneys and other valuable effects of the Corporation to be deposited in the name and to the credit of the Corporation in such banks or trust companies or with such bankers or other depositaries as shall be determined by the Board or the Chief Executive Officer and President, or by such other officers of the Corporation as may be authorized by the Board or the Chief Executive Officer and President to make such determinations.
The Treasurer shall cause the moneys of the Corporation to be disbursed by checks or drafts (signed by such officer or officers or such agent or agents of the Corporation, and in such manner, as the Board or the Chief Executive Officer and President may determine from time to time) upon the authorized depositaries of the Corporation and cause to be taken and preserved proper vouchers for all moneys disbursed.

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The Treasurer shall render to the Board or the Chief Executive Officer and President, whenever requested, a statement of the financial condition of the Corporation and of the transactions of the Corporation, and render a full financial report at the annual meeting of the stockholders, if called upon to do so.
The Treasurer shall be empowered from time to time to require from all officers or agents of the Corporation reports or statements giving such information as he or she may desire with respect to any and all financial transactions of the Corporation.
The Treasurer may sign (unless an Assistant Treasurer or the Secretary or an Assistant Secretary shall have signed) certificates representing shares of stock of the Corporation the issuance of which shall have been authorized by the Board.
The Treasurer shall perform, in general, all duties incident to the office of treasurer and such other duties as may be specified in these By-laws or as may be assigned to the Treasurer from time to time by the Board or the Chief Executive Officer and President.


CAPITAL STOCK
Certificates of Stock; Uncertificated Shares . The shares of the Corporation shall be represented by certificates, except to the extent that the Board has provided by resolution or resolutions that some or all of any or all classes or series of the stock of the Corporation shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Every holder of stock in the Corporation represented by certificates shall be entitled to have, and the Board may in its sole discretion permit a holder of uncertificated shares to receive upon request, a certificate signed by the appropriate officers of the Corporation, certifying the number and class of shares owned by such holder. Such certificate shall be in such form as the Board may determine, to the extent consistent with applicable law, the Certificate of Incorporation and these By-laws.
Facsimile Signatures . Any or all signatures on the certificates referred to in Section 5.01 of these By-laws may be in facsimile form. If any officer, transfer agent or registrar who has signed, or whose facsimile signature has been placed upon, a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.
Lost, Stolen or Destroyed Certificates . A new certificate may be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed only upon delivery to the Corporation of an affidavit of the owner or owners (or their legal representatives) of such certificate, setting forth such allegation, and a bond or other undertaking as may be satisfactory to a financial officer of the Corporation designated by the Board to indemnify the Corporation against any claim that may be made against it on account of the

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alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.
Transfer of Stock .
Transfer of shares represented by certificates shall be made on the books of the Corporation upon surrender to the Corporation of a certificate for shares, duly endorsed or accompanied by appropriate evidence of succession, assignment or authority to transfer, and otherwise in compliance with applicable law. Within a reasonable time after the transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) and 218(a) of the DGCL. Shares that are not represented by a certificate shall be transferred in accordance with applicable law. Subject to applicable law, the provisions of the Certificate of Incorporation and these By-laws, the Board may prescribe such additional rules and regulations as it may deem appropriate relating to the issue, transfer and registration of shares of the Corporation.
The Corporation may enter into agreements with stockholders to restrict the transfer of stock of the Corporation in any manner not prohibited by the DGCL.
Registered Stockholders . Prior to due surrender of a certificate for registration of transfer, the Corporation may treat the registered owner as the person exclusively entitled to receive dividends and other distributions, to vote, to receive notice and otherwise to exercise all the rights and powers of the owner of the shares represented by such certificate, and the Corporation shall not be bound to recognize any equitable or legal claim to or interest in such shares on the part of any other person, whether or not the Corporation shall have notice of such claim or interests. If a transfer of shares is made for collateral security, and not absolutely, this fact shall be so expressed in the entry of the transfer if, when the certificates are presented to the Corporation for transfer or uncertificated shares are requested to be transferred, both the transferor and transferee request the Corporation to do so.
Transfer Agent and Registrar . The Board may appoint one or more transfer agents and one or more registrars, and may require all certificates representing shares to bear the signature of any such transfer agents or registrars.


INDEMNIFICATION
Indemnification .
In General . The Corporation shall indemnify, to the full extent permitted by the DGCL and other applicable law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (each, a “ proceeding ”) by reason of the fact that ( x ) such person is or was serving as a director or officer of the Corporation, or ( y ) such person is or was serving at

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the request of the Corporation as a director, officer, employee, manager or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted by such person in such capacity, and who satisfies the applicable standard of conduct set forth in the DGCL or other applicable law:
in a proceeding other than a proceeding by or in the right of the Corporation, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or on such person’s behalf in connection with such proceeding and any appeal therefrom if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful, or
in a proceeding by or in the right of the Corporation to procure a judgment in its favor, against expenses (including attorneys’ fees) actually and reasonably incurred by such person or on such person’s behalf in connection with the defense or settlement of such proceeding and any appeal therefrom if the person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Corporation provided that no indemnification shall be made in respect of any claim, issue or matter as to which the person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware (the “ Court of Chancery ”) or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper .
Indemnification in Respect of Successful Defense . To the extent that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any proceeding referred to in Section 6.01(a) or in defense of any claim, issue or matter therein, such person shall be indemnified by the Corporation against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.
Indemnification in Respect of Proceedings Instituted by Indemnitee . Notwithstanding anything herein to the contrary, Section 6.01(a) does not require the Corporation to indemnify a present or former director or officer of the Corporation in respect of a proceeding (or part thereof) instituted by such person on his or her own behalf, unless such proceeding (or part thereof) has been authorized by the Board or the indemnification requested is pursuant to the last sentence of Section 6.03 of these By-laws.
Advance of Expenses . The Corporation shall to the fullest extent permitted by law advance all expenses (including reasonable attorneys’ fees) incurred by a present or former director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding prior to the final disposition of such proceeding upon written request of such person and delivery of an undertaking by such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation under this Article VI or otherwise. The Corporation may authorize any counsel for the Corporation to

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represent (subject to applicable conflict of interest considerations) such present or former director or officer in any proceeding, whether or not the Corporation is a party to such proceeding.
Procedure for Indemnification . Any indemnification under Section 6.01 of these By-laws or any advance of expenses under Section 6.02 of these By-laws shall be made only against a written request therefor (together with supporting documentation) submitted by or on behalf of the person seeking indemnification or advance. Indemnification may be sought by a person under Section 6.01 of these By-laws in respect of a proceeding only to the extent that both the expenses and liabilities for which indemnification is sought and all portions of the proceeding relevant to the determination of whether the person has satisfied any appropriate standard of conduct have become final. A person seeking indemnification or advance of expenses may seek to enforce such person’s rights to indemnification or advance of expenses (as the case may be) in the Delaware Court of Chancery to the extent all or any portion of a requested indemnification has not been granted within 90 days of, or to the extent all or any portion of a requested advance of expenses has not been granted within 20 days of, the receipt of such request by the Corporation. All reasonable expenses (including reasonable attorneys’ fees) incurred by such person in connection with successfully establishing such person’s right to indemnification or advancement of expenses under this Article VI, in whole or in part, shall also be indemnified by the Corporation.
Burden of Proof .
In any proceeding brought to enforce the right of a person to receive indemnification to which such person is entitled under Section 6.01 of these By-laws, the Corporation has the burden of demonstrating that the standard of conduct applicable under the DGCL or other applicable law was not met. A prior determination by the Corporation (including its Board or any Committee thereof, its independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct does not itself constitute evidence that the claimant has not met the applicable standard of conduct.
In any proceeding brought to enforce a claim for advances to which a person is entitled under Section 6.02 of these By-laws, the person seeking an advance need only show that he or she has satisfied the requirements expressly set forth in Section 6.02 of these By-laws.
Contract Right; Non-Exclusivity; Survival .
The rights to indemnification and advancement of expenses provided by this Article VI shall be deemed to be separate contract rights between the Corporation and each director and officer who serves in any such capacity at any time while these provisions as well as the relevant provisions of the DGCL are in effect, and no repeal or modification of any of these provisions or any relevant provisions of the DGCL shall adversely affect any right or obligation of such director or officer existing at the time of such repeal or modification with respect to any state of facts then or previously existing or any proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such “contract rights” may not be

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modified retroactively as to any present or former director or officer without the consent of such director or officer.
The rights to indemnification and advancement of expenses provided by this Article VI shall not be deemed exclusive of any other indemnification or advancement of expenses to which a present or former director or officer of the Corporation seeking indemnification or advancement of expenses may be entitled by any agreement, vote of stockholders or disinterested directors, or otherwise.
The rights to indemnification and advancement of expenses provided by this Article VI to any present or former director or officer of the Corporation shall inure to the benefit of the heirs, executors and administrators of such person.
Insurance . The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, manager or agent of another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person or on such person’s behalf in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article.
Employees and Agents . The Board, or any officer authorized by the Board generally or in the specific case to make indemnification decisions, may cause the Corporation to indemnify any present or former employee or agent of the Corporation in such manner and for such liabilities as the Board may determine, up to the fullest extent permitted by the DGCL and other applicable law.
Interpretation; Severability . Terms defined in Sections 145(h) or 145(i) of the DGCL have the meanings set forth in such sections when used in this Article VI. If this Article VI or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director or officer of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article VI that shall not have been invalidated and to the fullest extent permitted by applicable law.


OFFICES
Registered Office . The registered office of the Corporation in the State of Delaware shall be located at the location provided in the Certificate of Incorporation.

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Other Offices . The Corporation may maintain offices or places of business at such other locations within or without the State of Delaware as the Board may from time to time determine or as the business of the Corporation may require.


GENERAL PROVISIONS
Dividends .
Subject to any applicable provisions of law and the Certificate of Incorporation, dividends upon the shares of the Corporation may be declared by the Board and any such dividend may be paid in cash, property or shares of the Corporation’s stock out of its surplus, as defined in the DGCL, or in the case there shall be no such surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.
A member of the Board, or a member of any Committee designated by the Board, shall be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or Committees of the Board, or by any other person as to matters the director reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation, as to the value and amount of the assets, liabilities and/or net profits of the Corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid.
Reserves . There may be set apart out of any funds of the Corporation available for dividends such sum or sums as the Board from time to time may determine proper as a reserve or reserves for meeting contingencies, equalizing dividends, repairing or maintaining any property of the Corporation or for such other purpose or purposes as the Board may determine conducive to the interest of the Corporation, and the Board may similarly modify or abolish any such reserve.
Execution of Instruments . Except as otherwise required by law or the Certificate of Incorporation, the Board or any officer of the Corporation authorized by the Board may authorize any other officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation and such execution or signature shall be binding upon the Corporation. Any such authorization must be in writing or by electronic transmission and may be general or limited to specific contracts or instruments.
Voting as Stockholder . Unless otherwise determined by resolution of the Board, the Chief Executive Officer and President or any Vice President shall have full power and authority on behalf of the Corporation to attend any meeting of stockholders or securityholders of any entity in which the Corporation may hold stock or other securities, and to act, vote (or execute proxies to vote) and exercise in person or by proxy all other rights, powers and privileges incident to the ownership of such stock or other securities at any such meeting, or through action without a

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meeting. The Board may by resolution from time to time confer such power and authority (in general or confined to specific instances) upon any other person or persons.
Fiscal Year . Unless otherwise fixed by the Board, the fiscal year of the Corporation shall commence on the first day of January of each year and shall terminate in each case on December 31.
Seal . The seal of the Corporation shall be circular in form and shall contain the name of the Corporation, the year of its incorporation and the words “Corporate Seal” and “Delaware”. The form of such seal shall be subject to alteration by the Board. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or reproduced or may be used in any other lawful manner.
Books and Records; Inspection . Except to the extent otherwise required by law, the books and records of the Corporation shall be kept at such place or places within or without the State of Delaware as may be determined from time to time by the Board.
Electronic Transmission . “ Electronic transmission ”, as used in these By-laws, means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.


AMENDMENT OF BY-LAWS
Amendment . Subject to the terms and conditions of the Shareholder Agreement and the provisions of the Certificate of Incorporation, these By-laws may be amended, altered or repealed:
by the affirmative vote of at least a majority of the directors then in office at any special or regular meeting of the Board if, in the case of such special meeting only, notice of such amendment, alteration or repeal is contained in the notice or waiver of notice of such meeting,
until the first date on which AXA ceases to beneficially own (directly or indirectly) more than fifty percent (50%) of the outstanding shares of common stock (the “ Trigger Date ”), the affirmative vote of the holders of at least a majority of the outstanding shares of common stock entitled to vote at any annual or special meeting of stockholders if, in the case of such special meeting only, notice of such amendment, alteration or repeal is contained in the notice or waiver of notice of such meeting, or
from and after the Trigger Date, the affirmative vote of the holders of at least two-thirds (66 2⁄3%) of the outstanding shares of common stock entitled to vote at any annual or special meeting of stockholders if, in the case of such special meeting only, notice of such amendment, alteration or repeal is contained in the notice or waiver of notice of such meeting.

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So long as the Shareholder Agreement remains in effect, the Board shall not approve any amendment, alteration or repeal of any provision of these By-laws, or the adoption of any new by-law, that would be contrary to or inconsistent with the terms and conditions of the Shareholder Agreement, or this sentence. Notwithstanding the foregoing, ( x ) no amendment to the Shareholder Agreement (whether or not such amendment modifies any provision of the Shareholder Agreement to which these By-laws are subject) shall be deemed an amendment of these By-laws for purposes of this Section 9.01 and ( y ) no amendment, alteration or repeal of Article VI of these By-laws shall adversely affect any right or protection existing under these By-laws immediately prior to such amendment, alteration or repeal, including any right or protection of a present or former director or officer thereunder in respect of any act or omission occurring prior to the time of such amendment.


CONSTRUCTION
Construction . In the event of any conflict between the provisions of these By-laws as in effect from time to time and the provisions of the Certificate of Incorporation of the Corporation as in effect from time to time, the provisions of such Certificate of Incorporation shall be controlling.


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ANNEX D
Form of Common Interest Agreement

COMMON INTEREST AGREEMENT
This COMMON INTEREST AGREEMENT (“ Agreement ”) is hereby entered into by and between AXA S.A. (“ AXA ”) and AXA Equitable Holdings, Inc. (“ AXA US ”) (collectively, the “Parties”, and each individually, a “ Party ”). This Agreement is entered into subsequent to the [DATE] initial public offering of AXA US common stock (the “ Common Stock ”), after which AXA has continued to own a majority of the shares of Common Stock (the “ Transaction ”), pursuant to the Shareholder Agreement dated            , 2018 (the “ Shareholder Agreement ”), between the Parties, and concerns the common interest of the Parties with respect to        (the “[ Designation for Specific Legal Matter ]”).
WHEREAS, each of the Parties has determined that it may be in its best interest to exchange with the other Party certain information, documents, opinions, analyses, and other materials protected from disclosure by the attorney-client privilege, the attorney work product immunity doctrine or any other applicable privilege or protection (each, a “ Privilege ”), for the sole purpose of exploring issues common to both Parties, particularly in light of each Party’s respective interests as a result of the Transaction and rights and obligations under the Shareholder Agreement, and assessing potential litigation and other risks in connection with the [Designation for Specific Legal Matter];
NOW, THEREFORE, it is hereby agreed by and between the undersigned, as follows:
1.
The Parties are entering into this Agreement to confirm their mutual intention that all privileged and/or protected information that the Parties have exchanged in the past or will exchange in the future concerning the [Designation for Specific Legal Matter] shall retain its privileged and/or protected status, and that no Privilege is intended to be or shall be waived by virtue of any sharing pursuant to the terms of this Agreement.
2.
The Parties agree that they share a common legal interest related to their consideration or defense of the [Designation for Specific Legal Matter], which has been and will continue to be furthered by the disclosure of communications between the Parties and their counsel protected by the attorney-client privilege or the attorney work product immunity doctrine. Accordingly, the Parties agree that the Parties and their counsel may continue to exchange material related to [Designation for Specific Legal Matter] without waiver of any privileges, immunities or protections that attach to such material.
3.
In order to effectively pursue and protect their common legal interests, the Parties have concluded that their interests may be best served by sharing certain documents, factual material, mental impressions, memoranda, strategies, legal theories, interview reports, and other information, communications, and confidences related to the [Designation for

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Specific Legal Matter] (hereinafter “ Common Interest Materials ”). In the absence of such sharing, these Common Interest Materials would be privileged from disclosure to adverse or other parties as a result of one or more Privileges.
4.
It is the intention and understanding of the Parties and their respective counsel that all Common Interest Materials, including ( a ) any memoranda of or communications made in, and the content and results of, all joint conferences of counsel or discussions between representatives of a Party and counsel for either Party, ( b ) any and all correspondence or exchanges of documents and other information concerning the [Designation for Specific Legal Matter], and ( c ) all other Common Interest Materials of whatever nature, are intended to be confidential and protected from disclosure to any third party by one or more Privileges, to the same extent and degree as if such communications, correspondence and exchanges of documents and other information had been solely between or among each of the Parties and its own respective counsel.
5.
The Parties and their counsel shall not disclose Common Interest Materials, or the contents thereof, to anyone except their respective in-house or outside counsel, paralegals, or other staff of such outside counsel, experts, and consultants retained to assist counsel with respect to the [Designation for Specific Legal Matter], and their own employees on a “need to know” basis, without first obtaining the consent of the other Party. All persons to whom Common Interest Materials are provided shall be under an obligation to maintain their confidentiality and to use them only as permitted by this Agreement. Each Party agrees that any inadvertent or purposeful disclosure by the receiving Party of Common Interest Materials shall not constitute or be deemed a waiver by the producing Party of any applicable Privilege.
6.
Nothing in this Agreement shall limit the right of a Party to disclose any documents or information independently obtained from a third party having no obligations of confidence to any Party herein. Nothing herein shall affect or in any manner limit the rights or discretion of a Party or its counsel to dispose of, disclose to others, or otherwise use Common Interest Materials originating with that Party ( i.e. , Common Interest Materials not provided to that Party by another Party). Nothing in this Agreement shall limit the right of a Party to add or change its counsel.
7.
Except as otherwise provided in this Agreement, any shared Common Interest Materials, and the information contained therein, shall be used by the Parties and their counsel solely in connection with the [Designation for Specific Legal Matter].
8.
Nothing in this Agreement shall be construed to ( a ) affect the separate and independent representation of each Party by its respective counsel according to what its counsel believes to be in the Party’s best interests, or ( b ) create an attorney-client relationship between any counsel and anyone other than the client of that counsel. The fact that the Parties have entered into this Agreement shall not in any way preclude counsel for any Party from representing any interest that may be construed to be adverse to the other Party to this Agreement. Nor shall counsel for either Party be disqualified from representing any Party it currently represents or examining or cross-examining any Party

A-5



or agent of a Party who testifies in any proceeding because of such counsel’s receipt of information pursuant to this Agreement.
9.
This Agreement shall continue in effect notwithstanding completion of the [Designation for Specific Legal Matter]. Each of the Parties agrees that it will continue to be bound by this Agreement following any such completion.
10.
Any waiver in a particular instance of the rights and limitations contained herein shall not be deemed, and is not intended to be, a general waiver of any rights or limitations contained herein, and shall not operate as a waiver beyond the particular instance.
11.
In the event that any third party, including a government enforcement authority, requests, requires or demands, by subpoena or otherwise, Common Interest Materials that a Party received pursuant to this Agreement, the Party receiving such request or demand shall, if and to the extent not prohibited by applicable laws or regulations, ( i ) promptly notify the other Party, ( ii ) attempt to afford the person who provided the Common Interest Materials a reasonable opportunity to object and ( iii ) take all steps reasonably requested by the other Party to defend against the disclosure of Common Interest Materials and to permit the assertion of all applicable rights and privileges with respect to Common Interest Materials. Absent the consent of the other Party, the Party receiving the subpoena or other legal process shall not produce such Common Interest Materials prior to the time production is legally required.
12.
In view of the nature of the obligations undertaken in this Agreement, it is agreed and understood that money damages or other relief at law would not adequately remedy any violation or threatened violation of its terms. Specific performance, injunctive relief, and other appropriate relief shall be available against a Party or any other person found to have violated or to be about to violate any of the terms of this Agreement.
13.
This Agreement constitutes the sole and complete agreement between and among the Parties relating to Common Interest Materials.
14.
Any modifications to this Agreement must be in writing and signed by all Parties.
15.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile or pdf shall be equally effective as delivery of the original, and shall not affect the validity, enforceability or binding effect of this Agreement.
16.
This Agreement is governed by and shall be construed in accordance with the laws of the State of [Delaware] (without regard to its choice of law principles). In addition, each Party hereby irrevocably submits to the exclusive jurisdiction of the [Court of Chancery of the State of Delaware], in respect of any claim or dispute arising out of or relating to this Agreement. Each Party hereby irrevocably waives any objection which it may now or hereafter have to the [Court of Chancery of the State of Delaware], being nominated as

A-6



the forum to hear and determine any proceedings and to settle any disputes and shall not claim that any such court is not a convenient or appropriate forum.
17.
The invalidity of any one provision or part of this Agreement shall not render the entire Agreement invalid.
[ Signature Page Follows ]

A-7




Effective as of          ,      .
AXA S.A.


By:         
    Name:     
    Title:     

AXA EQUITABLE HOLDINGS, INC.


By:         
    Name:     
    Title:     


A-8



Schedule A

Third-Party Services Provided through AXA Providers to AEH Recipients
Capitalized terms used in this Schedule A and not otherwise defined have the respective meanings ascribed thereto in the Transitional Services Agreement to which this Schedule A is attached and of which this Schedule A forms a part.
The applicable AXA Providers, through the listed Third-Party Provider or another third-party provider, shall continue to provide the Services on this Schedule A until the earlier of (i) the third anniversary of the date on which AXA ceases to beneficially own more than 50% of the outstanding common stock, par value $0.01, of AEH (provided that the AXA Provider is contractually permitted to provide such Service pursuant to the terms of the underlying contract governing the provision of the Service) or (ii) the date on which the applicable AEH Recipient elects to terminate such Service by providing earlier notice of such termination in accordance with the terms of the Transitional Services Agreement. Extensions of any Service on this Schedule A may be negotiated by the applicable AXA Provider and AEH Recipient.
Functional Area
Third-Party Provider
Description of Services
Service Fee
Service Provider
Service Recipient
Marketing
Site Improve
AEH Group will continue to have access to AXA Group’s Site Improve contract, AXA Group’s website quality assurance tool.
Third Party Provider will continue to directly invoice AXA Group who will pass these costs through to AEH Group based on usage.
AXA Group
AEH Group
Marketing
Google Analytics
AEH Group will continue to have access to the AXA Group’s Google Analytics contract for tracking and identifying websites for user engagement.
Third Party Provider will continue to directly invoice AXA Group who will pass these costs through to AEH Group based on the number of Group companies using this service.
AXA Group
AEH Group
Marketing
Rhythm One
AEH Group will continue to have access to Rhythm One, a link shortening service.
The service is not considered as material and is currently not invoiced.  
AXA Group
AEH Group
Marketing
TNS
AEH Group will continue to have access to the research services provided by TNS, in particular AEH Group will have access to the use of the brand preference tracker, which allows Marketing to measure brand strength in various consumer marketplaces.
Third Party Provider will continue to directly invoice AXA Group who will pass these costs through to AEH Group based on the number of Group companies using this service.

AXA Group
AEH Group
Investments
CreditSights
AEH Group will continue to have access to CreditSights, a credit research provider.
Third Party Provider will continue to directly invoice the AXA Group who will pass these costs through to the AEH Group in accordance with established fee schedule.
AXA Group
AEH Group

9



Functional Area
Third-Party Provider
Description of Services
Service Fee
Service Provider
Service Recipient
Human Resources
Computershare
AEH Group will continue to have access to Computershare to execute long term compensation plans.
Third Party Provider will invoice AEH Group directly.
AXA Group
AEH Group
Human Resources
Ted Talks
AEH Group will continue to have access to the AXA Group training platform for content.
Third Party Provider will continue to directly invoice AXA Group who will who will charge the AEH Group for its portion of the invoice based on each calendar year’s consumption.
AXA Group
AEH Group
Human Resources
Learning Heroes
AEH Group will continue to have access to the AXA Group training platform for content.
Supplier will continue to directly invoice AXA Group who will who will charge the AEH Group for its portion of the invoice based on each calendar year’s consumption.
AXA Group
AEH Group
Human Resources
Cegos
AEH Group will continue to have access to the AXA Group training platform for content.
Supplier will continue to directly invoice AXA Group who will who will charge the AEH Group for its portion of the invoice based on each calendar year’s consumption.
AXA Group
AEH Group
Human Resources
Skill Pill
AEH Group will continue to have access to the AXA Group training platform for content.

Supplier will continue to directly invoice AXA Group who will who will charge the AEH Group for its portion of the invoice based on each calendar year’s consumption.
AXA Group
AEH Group
Human Resources
Culture IQ
AEH Group will continue to have access to the Culture IQ contract, for the purposes of accessing and distributing the Pulse Culture Survey to employees through HR.
Third Party Provider will continue to directly invoice the AXA Group who will pass these costs through to the AEH Group in accordance with established rates and fees.
AXA Group
AEH Group
Human Resources
Qualtrics
AEH Group will continue to have access to the Group Qualtrics contract in order to perform the 360- Degree Assessment Review.
Fees invoiced directly by Third Party Provider (or the applicable Affiliate) in accordance with established rates and fees.
AXA Group
AEH Group

10



Functional Area
Third-Party Provider
Description of Services
Service Fee
Service Provider
Service Recipient
IT/Services
Accenture

AEH Group will continue to have access to a full range of Accenture services including consulting and IT infrastructure services.
Third Party Provider will continue to directly invoice the AXA Group who will pass these costs through to the AEH Group in accordance with established rates and fees.
AXA Group
AEH Group
IT/ Hardware
La Compagnie IBM France (“ La Compagnie IBM ”)
AEH Group will continue to have access to IT hardware and software maintenance services.
Fees invoiced directly by Third Party Provider (or the applicable Affiliate) in accordance with established rates and fees.
AXA Group
AEH Group
IT/ Software
La Compagnie IBM France
AEH Group will continue to have access to distributed, middleware and infrastructure products through perpetual licenses.
Third Party Provider will continue to directly invoice AXA Group who will pass these costs through to AEH Group for its portion of the invoice based on each calendar year’s consumption.
AXA Group
AEH Group
IT/ Hardware/ Software/ Services
La Compagnie IBM France
AEH Group will continue to have access to mainframe licensing, support, processing services and related network connectivity.
Third Party Provider will continue to directly invoice AXA Group who will pass these costs through to AEH Group for its portion of the invoice based on each calendar year’s consumption.
AXA Group
AEH Group
IT/ Software
La Compagnie IBM France
AEH Group will continue to have access to infrastructure environment support products via perpetual licenses.
Third Party Provider will continue to directly invoice AXA Group who will pass these costs through to AEH Group for its portion of the invoice based on each calendar year’s consumption.
AXA Group
AEH Group
IT/Services
La Compagnie IBM France
AEH Group will continue to have access to the Private Cloud infrastructure and related services.
Third Party Provider will continue to directly invoice AXA Group who will pass these costs through to AEH Group for its portion of the invoice based on each calendar year’s consumption.
AXA Group
AEH Group

11



Functional Area
Third-Party Provider
Description of Services
Service Fee
Service Provider
Service Recipient
IT/Cloud Services
La Compagnie IBM France (“ La Compagnie IBM ”)
AEH Group will continue to have access to the AXA Group Intranet platform.
Third Party Provider will continue to directly invoice AXA Group who will pass these costs through to AEH Group for its portion of the invoice based on each calendar year’s consumption.
AXA Group
AEH Group
IT/Software
Adobe Systems Incorporated; Adobe System Software Ireland Limited (together, “ Adobe ”)
AEH Group will continue to have access to Adobe products for Document Management and Graphic Design offered as an annual subscription service.
Third Party Provider will continue to directly invoice the AXA Group who will pass these costs through to the AEH Group in accordance with established rates and fees.
AXA Group
AEH Group
IT/Software
Airwatch
AEH Group will continue to have access to enterprise mobility management products especially the enterprise mobile telephone enrollment via on-premise perpetual licenses.
Agreement has been fully pre-paid at inception.

AXA Group
AEH Group
IT/ Software
Citrix
The AEH Group will continue to have access to perpetual licenses and maintenance support related services.
Fees invoiced directly by Third Party Provider (or the applicable Affiliate) in accordance with established rates and fees.
AXA Group
AEH Group
IT/Software
Algosec
AEH Group will continue to have access to network security utility and appliances.
Third Party Provider will continue to directly invoice the AXA Group who will pass these costs through to the AEH Group in accordance with established rates and fees.
AXA Group
AEH Group
IT/Cloud Services
Amazon
Web Services
AEH Group will have access to Amazon Web Service’s public cloud platform.

If services are started, direct billing based on affiliates agreement governed by AXA Group Enterprise Agreement
AXA Group
AEH Group
IT/Services
Orange Cyber Defense
AEH Group will continue to have access to service for Distributed Denial of Service protection.
Third Party Provider will continue to directly invoice the AXA Group who will pass these costs through to the AEH Group in accordance with established rates and fees.
AXA Group
AEH Group
IT/Network
AT&T
AEH Group will continue to have access to network services for international and local USA circuits, which includes connectivity for datacenters, branches & campus locations.
Fees invoiced directly by Third Party Provider (or the applicable Affiliate) in accordance with established rates and fees.
AXA Group
AEH Group

12



Functional Area
Third-Party Provider
Description of Services
Service Fee
Service Provider
Service Recipient
IT/Software
BMC
AEH Group will continue to have access to IT infrastructure to configure and monitor virtual servers through perpetual licenses.
Third Party Provider will continue to directly invoice AXA Group who will charge the AEH Group for its portion of the invoice based license maintenance for each calendar year.
AXA Group
AEH Group
IT/Software
BravoSolution France SAS
AEH Group will continue to have access to a business intelligence platform to monitor third-party vendor spends.

Third Party Provider will continue to directly invoice the AXA Group who will pass these costs through to the AEH Group in accordance with established rates and fees.
AXA Group
AEH Group
IT/Software
Computer Associates France (“ Computer Associates ”)
AEH Group will continue to have access to perpetual mainframe and distributed software products, maintenance and support, professional services, related education and SaaS services.
Third Party Provider will continue to directly invoice AXA Group who will charge the AEH Group for its portion of the invoice based on each calendar year’s consumption.
AXA Group
AEH Group
IT/Services
Sogeti (formerly known as Cap Gemini)
AEH Group will continue to have access to offshore IT professional services to support IT and security operations.
Fees invoiced directly by Third Party Provider (or the applicable Affiliate) in accordance with established rates and fees.
AXA Group
AEH Group
IT/Software & Services
CheckPoint
AEH Group will continue to have access to perpetual licenses, maintenance & support services to provide protection of the AEH Group’s network environment.


Fees for maintenance are invoiced directly by Third Party Provider (or the applicable Affiliate) in accordance with established rates and fees.
AXA Group
AEH Group
IT/Services
CISCO
AEH Group will continue to have access to video conferencing capabilities.
Third Party Provider will continue to directly invoice AXA Group who will charge the AEH Group for its portion of the invoice based license maintenance for each calendar year.
AXA Group
AEH Group
IT/Services
CISCO
AEH Group will continue to have access to the maintenance support and services for Cisco hardware, software and network security in datacenters, branches & campus locations.
Fees invoiced directly by Third Party Provider (or the applicable Affiliate) in accordance with established rates and fees.
AXA Group
AEH Group

13



Functional Area
Third-Party Provider
Description of Services
Service Fee
Service Provider
Service Recipient
IT/Software
Cloudera, Inc.
AEH Group will continue to have access to a high availability file system offered as an annual subscription service.
Third Party Provider will continue to directly invoice AXA Group who will charge the AEH Group for its portion of the invoice based on each calendar year’s consumption.
AXA Group
AEH Group
IT/Services
Cognizant Technology Solutions France S.A.
AEH Group will continue to have access to Cognizant’s IT professional services to support IT operations.
Fees invoiced directly by Third Party Provider (or the applicable Affiliate) in accordance with established rates and fees.
AXA Group
AEH Group
IT/Software
Compuware
AEH Group will continue to have access to its perpetual mainframe developer software licenses and maintenance / support for management tools.
Third Party Provider will continue to directly invoice AXA Group who will charge the AEH Group for its portion of the invoice based the consumption of licenses on a yearly basis.
AXA Group
AEH Group
IT/Software
Coursera
AEH Group will continue to have access to the AXA Group training platform.

Third Party Provider will continue to directly invoice the AXA Group who will charge the AEH Group for its portion of the invoice based on AEH’s consumption each calendar year.
AXA Group
AEH Group
IT/ Services
Detack GmbH
AEH Group will continue to have access to
password strength auditing throughout the environment.
Third Party Provider will continue to directly invoice AXA Group who will pass these costs through to AEH Group.
AXA Group
AEH Group
IT/Services
DXC Technology Company
AEH Group will continue to have access to IT and consulting services, software licenses and business system processing.


Fees invoiced directly by Third Party Provider (or the applicable Affiliate) in accordance with established rates and fees.
AXA Group
AEH Group
IT/Software
CyberArk
AEH Group will continue to have access to CyberArk’s security products through perpetual licenses.
Third Party Provider will continue to directly invoice AXA Group who will charge the AEH Group for its portion of the invoice based on each calendar year’s consumption.
AXA Group
AEH Group

14



Functional Area
Third-Party Provider
Description of Services
Service Fee
Service Provider
Service Recipient
IT/Cloud Service
Cornerstone on Demand Limited
AEH Group will continue to have access to the learning talent management system for training and collaboration.

Third Party Provider will continue to directly invoice AXA Group who will who will charge the AEH Group for its portion of the invoice based on each calendar year’s consumption.
AXA Group
AEH Group
IT/Services
DELL /NTT
AEH Group will continue to have access to Help Desk services and field support.
Fees invoiced directly by Third Party Provider (or the applicable Affiliate) in accordance with established rates and fees.
AXA Group
AEH Group
IT/Security
Dell Secureworks
AEH Group will continue to have access to IT security software.


Fees invoiced directly by Third Party Provider (or the applicable Affiliate) in accordance with established rates and fees.
AXA Group
AEH Group
IT/Software
DoubleClick
AEH Group will continue to have access to Google Analytics.
Third Party Provider will continue to directly invoice AXA Group who will charge the AEH Group for its portion of the invoice based on each calendar year’s consumption.
AXA Group
AEH Group
IT/Business Services
Ernst & Young et Associés
AEH Group will continue to have access to IT and business consulting services.
 Fees invoiced directly by Third Party Provider (or the applicable Affiliate) in accordance with established rates and fees.
AXA Group
AEH Group
IT/Network
F5
AEH Group will continue to have access to support services for the network security and load balancing equipment.

Fees invoiced directly by Third Party Provider (or the applicable Affiliate) in accordance with established rates and fees.
AXA Group
AEH Group
IT/ Software
Flexera Software
AEH Group will continue to have access to perpetual license software for service management and license compliance.


Third Party Provider will continue to directly invoice AXA Group who will charge the AEH Group for its portion of the invoice based on each calendar year’s consumption.
AXA Group
AEH Group
IT/ Services
Gartner
AEH Group will continue to have access to Gartner’s IT Advisory Research Services offered as an annual subscription service.

Third Party Provider will continue to directly invoice AXA Group who will charge the AEH Group for its portion of the invoice based on each calendar year’s consumption.
AXA Group
AEH Group

15



Functional Area
Third-Party Provider
Description of Services
Service Fee
Service Provider
Service Recipient
IT/Cloud Services
Genesys
AEH Group will continue to have access to call center application subscriptions in SaaS (software as a service) mode for contact centers.
Third Party Provider will continue to directly invoice AXA Group who will charge the AEH Group for its portion of the invoice based on each calendar year’s consumption.
AXA Group
AEH Group
IT/Software
Greenlight Technologies
AEH Group will continue to have access to tools and utilities to assist with the segregation of user roles.

Third Party Provider will continue to directly invoice AXA Group who will charge the AEH Group for its portion of the invoice based on each calendar year’s consumption.
AXA Group
AEH Group
IT/Software
Hearsay Social Inc.
AEH Group will continue to have access to social media and networking tools.

The Master Agreement defines specific SaaS license pricing tier calculated on the aggregate number of license across the whole AXA Group.
AXA Group
AEH Group
IT/Software
ITESoft
AEH Group will continue to have access to software used by AXA Services (Finance Back Office in Morocco) to scan invoices into PeopleSoft.

Third Party Provider will continue to directly invoice AXA Group who will charge the AEH Group for its portion of the invoice based on each calendar year’s consumption.
AXA Group
AEH Group
IT/Software
Informatica
AEH Group will continue to have access to the Copernic data integration layer.
Third Party Provider will continue to directly invoice AXA Group who will charge the AEH Group for its portion of the invoice based on each calendar year’s consumption.
AXA Group
AEH Group
IT/Business Services
KPMG SA
AEH Group will continue to have access to consulting services and IT services.



Fees invoiced directly by Third Party Provider (or the applicable Affiliate) in accordance with established rates and fees.
AXA Group
AEH Group
IT/Services
LinkedIn
AEH Group will continue to have access to LinkedIn Recruiter licenses.
Fees invoiced directly by Third Party Provider (or the applicable Affiliate) in accordance with established rates and fees.
AXA Group
AEH Group
IT/Hardware
Lenovo
AEH Group will continue to be able to acquire equipment and support services.
Third Party Provider will continue to directly invoice AXA Group who will charge the AEH Group for its portion of the invoice based on each calendar year’s consumption.
AXA Group
AEH Group

16



Functional Area
Third-Party Provider
Description of Services
Service Fee
Service Provider
Service Recipient
IT/Software
Microfocus – Arcsight
AEH Group will continue to have access to Security Software perpetual licenses and related maintenance/support.
Third Party Provider will continue to directly invoice AXA Group who will charge the AEH Group for its portion of the invoice based on each calendar year’s consumption.
AXA Group
AEH Group
IT/Software
Microfocus
AEH Group will continue to have access to perpetual licenses and support for application testing tools.

Third Party Provider will continue to directly invoice AXA Group who will charge the AEH Group for its portion of the invoice based on each calendar year’s consumption.
AXA Group
AEH Group
IT/Software
Microsoft
AEH Group will continue to have access to workplace and distributed products and services offered as an annual subscription service.
Third Party Provider will continue to directly invoice AXA Group who will charge the AEH Group for its portion of the invoice based on each calendar year’s consumption.
AXA Group
AEH Group
IT/Cloud Services
Microsoft
AEH Group will continue to have access to the Azure public cloud services.
Third Party Provider will continue to directly invoice AXA Group who will charge the AEH Group for its portion of the invoice based on each calendar year’s consumption.
AXA Group
AEH Group
IT/Cloud Services
NetApp
AEH Group will continue to have access across hybrid environments.
Fees invoiced directly by Third Party Provider (or the applicable Affiliate) in accordance with established rates and fees.
AXA Group
AEH Group
IT/Software
Nitro
AEH Group will continue to have access to products for document management.
Third Party Provider will continue to directly invoice AXA Group who will pass these costs through to AEH Group for its portion of the invoice based on each calendar year’s consumption.
AXA Group
AEH Group
IT/Network Security
N3K Vital QIP
AEH Group will continue to be able to acquire software and support services for network management.
Third Party Provider will continue to directly invoice AXA Group who will charge the AEH Group for its portion of the invoice based on each calendar year’s consumption.
AXA Group
AEH Group

17



Functional Area
Third-Party Provider
Description of Services
Service Fee
Service Provider
Service Recipient
IT/Software
Oracle France SAS
AEH Group will continue to have access to perpetual product licenses and maintenance to support business data repository and customer front-end web-facing application needs.
Third Party Provider will continue to directly invoice AXA Group who will charge the AEH Group for its portion of the invoice based on each calendar year’s consumption.
AXA Group
AEH Group
IT/Software
Oracle France SAS
AEH Group will continue to have access to the PeopleSoft system.
Third Party Provider will continue to directly invoice AXA Group who will charge the AEH Group for its portion of the invoice based on each calendar year’s consumption.
AXA Group
AEH Group
IT/Software
Oracle France SAS
AEH Group will continue to have access to Oracle’s Human Resource applications.
Third Party Provider will continue to directly invoice AXA Group who will charge the AEH Group for its portion of the invoice based on each calendar year’s consumption.
AXA Group
AEH Group
IT/Software
Orchestra Networks
AEH Group will continue to have access to the Copernic Master Data Management Tool.

Third Party Provider will continue to directly invoice AXA Group who will charge the AEH Group for its portion of the invoice based on each calendar year’s consumption.
AXA Group
AEH Group
IT/Software
Perfecto Mobile Company
AEH Group will continue to have access to mobile application testing tools.
Third Party Provider will continue to directly invoice AXA Group who will charge the AEH Group for its portion of the invoice based on each calendar year’s consumption.
AXA Group
AEH Group
IT/Network/Software
QUALYS, Inc
AEH Group will continue to have access to IT security products offered as an annual subscription which includes network vulnerability management.
Third Party Provider will continue to directly invoice AXA Group who will charge the AEH Group for its portion of the invoice based on each calendar year’s consumption.
AXA Group
AEH Group
IT/Software
RSA
AEH Group will continue to have access authentication to network and computing environment.
Fees invoiced directly by Third Party Provider (or the applicable Affiliate) in accordance with established rates and fees.
AXA Group
AEH Group
IT/Cloud Services
Salesforce.com EMEA Limited
AEH Group will continue to have access to Service & Sales Cloud products offered as an annual subscription service.
Third Party Provider will continue to directly invoice AXA Group who will charge the AEH Group for its portion of the invoice based on each calendar year’s consumption.
AXA Group
AEH Group

18



Functional Area
Third-Party Provider
Description of Services
Service Fee
Service Provider
Service Recipient
IT/Software
SAP France
AEH Group will continue to have access and support for SAP Copernic General Ledger & the ARIBA procurement system offered as an annual subscription service.
Third Party Provider will continue to directly invoice AXA Group who will charge the AEH Group for its portion of the invoice based on each calendar year’s consumption.
AXA Group
AEH Group
IT/Software
SAP France
AEH Group will continue to have access and support for the Enterprise Resource Planning system offered via perpetual licenses.
Third Party Provider will continue to directly invoice AXA Group who will charge the AEH Group for its portion of the invoice based on each calendar year’s consumption.
AXA Group
AEH Group
IT/Software
SAS Institute SAS
AEH Group will continue to have access to software licenses and support in marketing for statistical model analysis.
 
Fees invoiced directly by Third Party Provider (or the applicable Affiliate) in accordance with established rates and fees.
AXA Group
AEH Group
IT/Cloud Services
SERVICE NOW
AEH Group will continue to have access to services and support for the ServiceNow IT Service Management platform.

Third Party Provider will continue to directly invoice AXA Group who will charge the AEH Group for its portion of the invoice based on each calendar year’s consumption.
AXA Group
AEH Group
IT/Software
Stonebranch
AEH Group will continue to have access to distributed workload automation and universal data mover tool in support of financial systems.
Fees invoiced directly by Third Party Provider (or the applicable Affiliate) in accordance with established rates and fees.
AXA Group
AEH Group
IT/Software
Symantec LTD
AEH Group will continue to have access to perpetually licensed security products & support.
Third Party Provider will continue to directly invoice AXA Group who will charge the AEH Group for its portion of the invoice based on each calendar year’s consumption.
AXA Group
AEH Group
IT/Software
SUSE
AEH Group will continue to have access to Redhat Enterprise Linux licenses, maintenance and support services.
Third Party Provider will continue to directly invoice AXA Group who will charge the AEH Group for its portion of the invoice based on each calendar year’s consumption.
AXA Group
AEH Group
IT/Services
Tata America International Corporation
AEH Group will continue to have access to general consulting and IT services.

Fees invoiced directly by Third Party Provider (or the applicable Affiliate) in accordance with established rates and fees.
AXA Group
AEH Group

19



Functional Area
Third-Party Provider
Description of Services
Service Fee
Service Provider
Service Recipient
IT/Software
Thomson Reuters


AEH Group will continue to have access to risk and control solutions enterprise licenses and maintenance services.


Third Party Provider will continue to directly invoice AXA Group who will charge the AEH Group for its portion of the invoice based on each calendar year’s consumption.
AXA Group
AEH Group
IT/Software
Towers Watson Software Ltd
AEH Group will continue to have access to HR and actuarial software, related support services, and general consulting services.
Fees invoiced directly to the AEH Group by Towers Watson (or the applicable affiliate) in accordance with established rates and fees.
AXA Group
AEH Group
IT/Cloud Services
Veracode
AEH Group will continue to have access to SaaS tools for assessment of security vulnerabilities within business IT applications.
Fees invoiced directly by Third Party Provider (or the applicable Affiliate) in accordance with established rates and fees.)
AXA Group
AEH Group
IT/ Software
Veritas Technologies
AEH Group will continue to have access to storage management and backup software.
Fees invoiced directly by Third Party Provider (or the applicable Affiliate) in accordance with established rates and fees.)
AXA Group
AEH Group
IT/Software
VMWare
AEH Group will continue to have access to VMWare software and support services.
Agreement has been fully pre-paid.
AXA Group
AEH Group
IT/Cloud Services
West Audio Conferencing
AEH Group will continue to have access to audio conferencing and support services.

Third Party Provider will continue to directly invoice AXA Group who will charge the AEH Group for its portion of the invoice based on each calendar year’s consumption.
AXA Group
AEH Group
IT/Subscriptions
WebEx
AEH Group will continue to have access to audio and video conferencing services.
Fees invoiced directly by Third Party Provider (or the applicable Affiliate) in accordance with established rates and fees.
AXA Group
AEH Group
IT/Software
WorldCheck
AEH Group will continue to have access to subscription licenses.

Third Party Provider will continue to directly invoice AXA Group who will charge the AEH Group for its portion of the invoice based on each calendar year’s consumption.
AXA Group
AEH Group
IT/Software



WPL
AEH Group will continue to have access to software licenses and maintenance support to provide the IT department with billing data on the mainframe usage.
Third Party Provider will continue to directly invoice AXA Group who will charge the AEH Group for its portion of the invoice based on each calendar year’s consumption.
AXA Group
AEH Group

20



Functional Area
Third-Party Provider
Description of Services
Service Fee
Service Provider
Service Recipient
IT/ Hardware & Services
Hitachi
AEH Group will continue to have access to IT equipment and related services.
Fees invoiced directly by Third Party Provider (or the applicable Affiliate) in accordance with established rates and fees.
AXA Group
AEH Group
IT/Software
Hewlett Packard
AEH Group will continue to have access to management tools and support services.
Third Party Provider will continue to directly invoice AXA Group who will charge the AEH Group for its portion of the invoice based on each calendar year’s consumption.
AXA Group
AEH Group














Schedule B
Third Party Services Provided through AEH Providers to AXA Recipients

21



Capitalized terms used in this Schedule B and not otherwise defined have the respective meanings ascribed thereto in the Transitional Services Agreement to which this Schedule B is attached and of which this Schedule B forms a part.
The applicable AEH Providers shall continue to provide the Services on this Schedule B until the earlier of (i) the third anniversary of the date on which AXA ceases to beneficially own more than 50% of the outstanding common stock, par value $0.01, of AEH (provided that the AEH Provider is contractually permitted to provide such Service pursuant to the terms of the underlying contract governing the provision of the Service) or (ii) the date on which the applicable AXA Recipient elects to terminate such Service by providing earlier notice of such termination in accordance with the terms of the Transitional Services Agreement. Extensions of any Service on this Schedule B may be negotiated by the applicable AEH Provider and AXA Recipient.
Functional Area
Third-Party or Provider
Description of Services
Service Fee
Service Provider
Service Recipient
IT/Software
Adaptiva
AXA Group will continue to have access to power and configuration management desktop software license and maintenance services.

Third Party Provider will continue to directly invoice AEH Group who will charge the AEH Group for its portion of the invoice based on each calendar year’s consumption.
AEH Group
AXA Group
IT/Mobile Services
AT&T Mobility

AXA Group will continue to have access to mobile devices and plans via an affiliate participation agreement entered directly between AEH and Third Party Provider.
Fees invoiced directly by Third Party Provider (or the applicable Affiliate) in accordance with established rates and fees.
AEH Group
AXA Group
IT/ Equipment & Services
Curvature

AXA Group will continue to have access to purchase IT equipment, software, and services via orders placed directly between AEH and Third Party Provider.
Fees invoiced directly by Third Party Provider (or the applicable Affiliate) in accordance with established rates and fees.
AEH Group
AXA Group
IT/Services
Dimension Data

AXA Group will continue to have access to IT services via orders placed directly between AEH and Third Party Provider.
Fees invoiced directly by Third Party Provider (or the applicable Affiliate) in accordance with established rates and fees.
AEH Group
AXA Group
IT/Training Services
Global Knowledge Training
AXA Group will continue to have access to IT training courses and related services via orders placed directly between AEH and Third Party Provider.
Fees invoiced directly by Third Party Provider (or the applicable Affiliate) in accordance with established rates and fees.
AEH Group
AXA Group
IT/ Services
ICP (Island Computer Products Inc.)

AXA Group will continue to have access to purchase IT services via orders placed directly between AEH and Third Party Provider.
Fees invoiced directly by Third Party Provider (or the applicable Affiliate) in accordance with established rates and fees.
AEH Group
AXA Group
IT/ Staffing Services
Kelly Services

AXA Group will continue to have access to IT staffing services.
Fees invoiced directly by Third Party Provider (or the applicable Affiliate) in accordance with established rates and fees.
AEH Group
AXA Group

22



Functional Area
Third-Party or Provider
Description of Services
Service Fee
Service Provider
Service Recipient
IT/Staffing Services
Modis Inc.

AXA Group will continue to have access to IT staffing services.
Fees invoiced directly by Third Party Provider (or the applicable Affiliate) in accordance with established rates and fees.
AEH Group
AXA Group
IT/Staffing Services
Oakridge Staffing

AXA Group will continue to have access to IT staffing services.
Fees invoiced directly by Third Party Provider (or the applicable Affiliate) in accordance with established rates and fees.
AEH Group
AXA Group
IT/Cloud Services
Proofpoint

AXA Group will continue to have access to encrypted “secure send” cloud services for emails.
Third Party Provider will continue to directly invoice AEH Group who will charge the AXA Group for its portion of the invoice based on each calendar year’s consumption.
AEH Group
AXA Group
IT/Software
Riverbed

AXA Group will continue to have access to network performance and monitoring data.
Third Party Provider will continue to directly invoice AEH Group who will charge the AEH Group for its portion of the invoice based on each calendar year’s consumption.
AEH Group
AXA Group
IT/ Software
Rocket Software

AXA Group will continue to have access to Third Party Provider’s mainframe software and related maintenance services for data index management and index recovery.
Fees invoiced directly by Third Party Provider (or the applicable Affiliate) in accordance with existing rates and fees.
AEH Group
AXA Group


23



Schedule C

Direct Services Provided by AXA Providers to AEH Recipients
Capitalized terms used in this Schedule C and not otherwise defined have the respective meanings ascribed thereto in the Transitional Services Agreement to which this Schedule C is attached and of which this Schedule C forms a part.
The applicable AXA Providers shall continue to provide the Services on this Schedule C until the earlier of (i) the third anniversary of the date on which AXA ceases to beneficially own more than 50% of the outstanding common stock, par value $0.01, of AEH (provided that the AXA Provider is contractually permitted to provide such Service pursuant to the terms of the underlying contract governing the provision of the Service) or (ii) the date on which the applicable AEH Recipient elects to terminate such Service by providing earlier notice of such termination in accordance with the terms of the Transitional Services Agreement. Extensions of any Service on this Schedule C may be negotiated by the applicable AXA Provider and AEH Recipient.
Functional Area
Description of Services
Service Fee
Service Provider
Service Recipient
Human Resources
AXA Group will continue to provide the AEH Group with access to and/or use of the following systems, technology, assets, programs and services (“service types”) notably: Live Learning   training programs, e-learning programs, systems, tools , data feeds required to enable systems access and functionality, employee surveys, human resource analytical tools for workforce and capacity planning, and other technology tools;   compensation resources; and access to AXA Group resources/assets including frameworks, human resource strategies, talent management, organizational review and associated supporting materials.

Consistent with existing billing practices, the AXA Group will invoice the AEH Group at cost based on the volume of services provided.
AXA Group
AEH Group
Finance / HR
AXA Group will continue to provide support to AXA Equitable Holdings for certain corporate functions, including key financial analysis, audit, treasury and asset management functions and talent management activities.
The AXA Group will invoice these services at cost.
AXA Group
AEH Group
Internal Audit
AXA Group will continue to provide the AEH Group with the Internal Audit computer system; methodology; functional management oversight; and quality assurance reviews. The AEH Group will continue to have access to the AXA Group’s specialized internal audit resources and personnel for purposes of completing specialized audit missions.
Consistent with existing billing practices, the AXA Group will invoice the AEH Group at cost based on the volume of services provided.
AXA Group
AEH Group

24



Functional Area
Description of Services
Service Fee
Service Provider
Service Recipient
Risk Management
AXA Group will continue to provide the AEH Group with risk management services covering life, financial and operational risks and internal control, including information technology risks, and related services. As part of such services, the AXA Group will provide risk modeling support, including delivering to the AEH Group monthly risk neutral scenarios for US GAAP and economic modeling and variable annuity hedging purposes, and calibration of longevity risk scenarios and annual assumptions. As part of the services, the AEH Group will also have access to the AXA Group’s operational risk management tools and databases. Furthermore, the AEH Group will have access to all standardized risk reports generated from the AXA Group’s risk tools. The AEH Group will also continue to have access to proprietary risk management frameworks developed by the AXA Group.
Consistent with existing billing practices, the AXA Group will invoice the AEH Group at cost based on the volume of services provided.
AXA Group
AEH Group
Fiscal Matters
AXA Group will continue to provide technical advice and support for tax and tax accounting matters, including collecting AXA Group documentation to assist in tax audits, assisting in implementing specific Group-wide guidelines and initiatives, and assisting in deferred tax management and non-audit services policy aspects. In addition, the AXA Group will coordinate tax teams in various countries where local input is required, as well as the AEH Group’s access to internal trainings and tax conferences.
Consistent with existing billing practices, the AXA Group will invoice the AEH Group at cost based on the volume of services provided.
AXA Group
AEH Group
Investment and ALM Services
AEH Group will continue to have access to frameworks, guidelines, tools and advice on investments, derivatives and asset liability management topics, including AXA Group real world scenarios, provided by the AXA Group. The AEH Group will also continue to participate in the AXA Group’s policies for corporate responsibility and responsible investments. Furthermore, the AXA Group will continue to provide the AEH Group with credit analysis, research and corresponding tools for corporate bond, sovereign and government-related investments, including providing the AXA internal rating and comprehensive credit reviews of subordinated credit classes
Consistent with existing billing practices, the AXA Group will invoice the AEH Group at cost based on the volume of services provided.
AXA Group
AEH Group
Corporate Responsibility and Public Affaires
AEH Group will continue to have access to the AXA Group’s corporate responsibility, environmental and social well-being frameworks and initiatives.
Consistent with existing billing practices, the AXA Group will invoice the AEH Group at cost based on the volume of services provided.

AXA Group
AEH Group
Procurement
AXA Group will continue to provide the AEH Group with access to procurement related services provided under the AXA Group’s IT and non-IT contracts and will support the maintenance and integration of the third-party services in various functional areas.
Consistent with existing billing practices, the AXA Group will invoice the AEH Group at cost based on the volume of services provided.
AXA Group
AEH Group

25



Functional Area
Description of Services
Service Fee
Service Provider
Service Recipient
Finance
AXA Group will continue to perform the day to day treasury, US GAAP and IFRS accounting and cash management operations including reconciliation of cash accounts and FOREX exposure forecasts and hedging for AXA Technology Services America Inc.

AXA Group will invoice the AEH Group at a fixed price.

AXA Group
AEH Group
Group Communications & Brand
AEH Group will continue to receive support from Group Communications and Brand including on
•      media relations, reputation management, crisis management
•      expertise on social media and employee engagement initiatives
•      support on advertising expertise
Consistent with existing billing practices, the AXA Group will invoice the AEH Group at cost based on the volume of services provided.
AXA Group
AEH Group
IT/ Office 365 support
AXA Group will continue to provide Global O365 and workplace support including Store n' Share, Connect, Voice n' More and supporting infrastructure.
Consistent with existing billing practices, the AXA Group will invoice the AEH Group at cost based on the number of users.
AXA Group
AEH Group
IT/ Service Management
AXA Group will continue to provide IT Service Management Support (License, Application support, Enhancements)
Consistent with existing billing practices, the AXA Group will invoice the AEH Group at cost based on the number of licenses.
AXA Group
AEH Group
IT/Mobile Device Management
AXA Group will continue to provide global support for mobile device management
Consistent with existing billing practices, the AXA Group will invoice the AEH Group at cost based on the y early fixed cost covering a pass-through subscription fees for new machines, yearly maintenance fee based on number of machines and administration of the installed base at cost.
AXA Group
AEH Group
IT/ Intranet
AXA Group will continue to provide global intranet support (hosting, support, and licenses)
Consistent with existing billing practices, the AXA Group will invoice the AEH Group based on an annual license fee per user.
AXA Group
AEH Group
IT/ Public Cloud Services
AXA Group will continue to provide global support of Azure Platform and tools and contribution to AXA Group global approach for Platform as a Service.
Consistent with existing billing practices, the AXA Group will invoice the AEH Group based on consumption and unit price.
AXA Group
AEH Group

26



Functional Area
Description of Services
Service Fee
Service Provider
Service Recipient
IT/ Private Cloud Services
AXA Group will continue to provide global support of Private Cloud and contribution to AXA Group global approach.
Consistent with existing billing practices, the AXA Group will invoice the AEH Group based on AXA Group cost allocation factoring in size of operating companies.

AXA Group
AEH Group
IT/ Security Services
AXA Group will continue to provide the following Group supported IT Infrastructure security services:
-      Security Operations Center
-      Privilege user management
-      DDoS

Consistent with existing billing practices, the AXA Group will invoice the AEH Group at cost based on the IT intensity of local operations (IT budget used as proxy.)

AXA Group
AEH Group
IT/ Data Lake Infrastructure
AXA Group will continue to provide global support of Big Data Platform.
AXA Group will invoice the AEH Group a fix cost for data lake foundation (core and platform) and variable costs based on consumption.
AXA Group
AEH Group
IT/ Financial Services
AXA Group will continue to provide functional support for the SAP Copernic General Ledger platform and other related tools & activities.

Consistent with existing billing practices, the AXA Group will invoice the AEH Group at cost based on the number of licenses and consumption.
AXA Group
AEH Group
IT/ Global Tools
AXA Group will continue to provide maintenance and support of AXA Group tools used by AXA Equitable for Finance, HR, Procurement, Marketing and Communication, Customer Relationship Management, and Information Technology.
Consistent with existing billing practices, the AXA Group will invoice the AEH Group.
AXA Group
AEH Group
IT/ Global Services
AXA Group will continue to provide global services provided by AXA Group such as management of certain Global projects, Global IT Strategy and Governance, Audit, Convergence of Business Systems, Global IT Operating Model.
AXA Group will invoice the AEH Group based on consumption.
AXA Group
AEH Group
IT/compliance and internal control
AXA Group will continue to provide IT certifications on IT services.
Consistent with existing billing practices, the AXA Group will invoice the AEH Group based on consumption.
AXA Group
AEH Group


27



Schedule D

Direct Services Provided by AEH Providers to AXA Recipients
Capitalized terms used in this Schedule D and not otherwise defined have the respective meanings ascribed thereto in the Transitional Services Agreement to which this Schedule D is attached and of which this Schedule D forms a part.
The applicable AEH Providers shall continue to provide the Services on this Schedule D until the earlier of: (i) the third anniversary of the date on which AXA ceases to beneficially own more than 50% of the outstanding common stock, par value $0.01, of AEH and (ii) the date on which the applicable AXA Recipient elects to terminate such Service by providing earlier notice of such termination in accordance with the terms of the Transitional Services Agreement. Extensions of any Service on this Schedule D may be negotiated by the applicable AEH Provider and AXA Recipient.
Functional Area
Description of Services
Service Fee
Service Provider
Service Recipient
Compliance
AllianceBernstein will continue to report the beneficial ownership for controlling publicly listed companies for competition authorities around the world for AXA companies in Asia, Africa, Middle East and the Americas. For Japan, reporting responsibility will continue to be split with AXA IM. Japan will report for itself in cases where AB needs no position.
The reporting service is not considered as material and is currently not invoiced.
AEH Group
AXA Group
Legal
AEH Group will continue to provide legal services related to AXA Group’s global litigation.
AEH will invoice the applicable AXA Group parties at cost.
AEH Group
AXA Group
Human Resources
AEH Group will continue to administer AXA Shareplans for 2013 – 2017 and AXA Performance Shares granted in 2015, 2016 and 2017 for employees of the AXA Group’s US operations.
The service is not considered as material and is currently not invoiced.
AEH Group
AXA Group
Fiscal Matters
AEH Group will continue to provide technical advice and support for tax matters, including preparing the tax filings of the AXA US Holdings, Inc. tax group for the fiscal year 2018 and tax accounting, and will manage tax audits and litigations for the AXA US Holdings, Inc. tax group until the filings for fiscal year 2018 are made. It will also coordinate the US tax view for all entities in the AXA Group operating in the US.
AEH Group will invoice the applicable AXA Group parties at cost based on volume of services provided.
AEH Group
AXA Group (AXA US Holdings Inc.)
Investment Accounting
AEH Group will continue to provide investment accounting services for the AXA Group’s property and casualty insurance companies operating in the US.
AEH Group will invoice the applicable AXA Group parties at cost based on volume of services provided.
AEH Group
AXA Group (AXA US Holdings Inc.)
Internal Audit
AXA Group will continue to have access to the AEH’s specialized internal audit resources and personnel for purposes of completing specialized audit missions.
AEH Group will invoice the applicable AXA Group parties at cost based on the volume of services provided.

AEH Group
AXA Group

28



Functional Area
Description of Services
Service Fee
Service Provider
Service Recipient
Real Estate
AEH Group will continue to provide a comparable level of office space as previously provided to employees of AXA Group’s US operations, including physical security, at or near the following locations:
•      525 Washington Boulevard, Jersey City
•      100 Madison Street, Syracuse and
•      1290 Avenues of the Americas, New York

AEH Group will invoice the applicable AXA Group parties at cost based on usage.

AEH Group
AXA Group
AXA Strategic Ventures
AEH Group will continue to provide administrative, Treasury and Finance support services for AXA Strategic Ventures Corporation and AXA Strategic Ventures US, LLC.
AEH Group will invoice the applicable AXA Group parties at cost.
AEH Group
AXA Group
IT/ Workplace Services
AEH Group will continue to provide laptop provisioning, desktop support, help desk, and mobile devices.
This includes support of communication services linked to the workplace (Office 365 email, Skype, remote access / VPN, etc.), security management for the workplace.
AEH Group will invoice AXA Group for its portion of the services based on AXA Group’s consumption.
AEH Group
AXA Group
IT/ Private Cloud
AEH Group will continue to support the transition of Private Cloud local / regional activities to AXA Group (in Americas) by supporting the identification and implementation of local set-up pre-requisites for AXA Group entities.
AEH Group will invoice AXA Group for its portion of the services based on AXA Group’s consumption.
AEH Group
AXA Group

29



Schedule E

Long Term Group Services
Capitalized terms used in this Schedule E and not otherwise defined have the respective meanings ascribed thereto in the Transitional Services Agreement to which this Schedule E is attached and of which this Schedule E forms a part.
.Extensions of any Service on this Schedule E may be negotiated by the applicable Service Provider and Service Recipient.
Functional Area
Description of Services
Service Fee
End Date
Service Provider
Service Recipient
IT/ Network
AXA Group will continue to provide the AEH Group:

a. Global backbone connectivity to mainframe
b. Global backbone connectivity to ABS
c. GAB (Global Application Backbone) for accessing various group services
d. Global network command center

Consistent with existing billing practices, the AXA Group will invoice the AEH Group based on consumption.
3 months before the end of the data center lease (9/30/2022).
AXA Group
AEH Group
IT/ Mainframe services
AXA Group will continue to provide the AEH Group mainframe hosting services and support.
Consistent with existing billing practices, the AXA Group will invoice the AEH Group based on consumption.
3 months before the end of the data center lease (9/30/2022).
AXA Group
AEH Group
IT/ Hosting Services
AEH Group will provide infrastructure hosting services to other AXA entities in the Americas.
This includes AS 400 hosting for AXA Insurance Company and AXA Liabilities Managers US operations.
AXA US Infrastructure team will collaborate with Global Network Services to ensure network access to the data center, internet access, and other third-party network access is maintained for all AXA Companies hosted.
Consistent with existing billing practices, the AEH Group will invoice the applicable AXA entities.
3 months before the end of the data center lease (9/30/2022).
AEH Group
AXA entities in Americas

30



Functional Area
Description of Services
Service Fee
End Date
Service Provider
Service Recipient
Human Resources
AEH Group will continue to provide the AXA Group’s US operations with human resource administrative services, including systems and technical HRIS support, payroll services and related system feeds including filings through the last pay roll cycle.

Consistent with existing billing practices, the AEH Group will invoice the applicable AXA Group parties at cost based on FTEs administered and volume of services provided.
Payroll administration will end 12/31/20 for wages incurred in 2020, except for state/federal reporting requirements and W2 creation for 2020 which will extend into Q1 2021.
AEH Group
AXA Group
Benefit Plans
AEH Group will continue to administer the (historical) existing benefits of AXA Group employees in the AXA Equitable Retirement Plan and any other plans in which AXA Group employees continue to have balances.
AXA Group will continue to pay the costs related to its employees consistent with existing billing practices.
The date that all benefits have been paid to the AXA Group employees.
AEH Group
AXA Group
Website Redirect
AXA Group will provide and maintain a webpage, and the AXA Group and the AEH Group will work together in good faith to determine the content of such webpage, that will allow Internet end users arriving at AXA.com to click a link to be transferred to a URL designated by the AEH Group for the operation of its business, or to click another link or links to be transferred to a URL designated by the AXA Group for the operation of the businesses of the AXA Group and its affiliates.
AXA Group will invoice the AEH Group at cost.
18 months after the date on which AXA ceases to beneficially own more than 50% of the outstanding common stock, par value $0.01, of AEH
AXA Group
AEH Group


31

EXECUTION VERSION



REGISTRATION RIGHTS AGREEMENT
dated as of
May 4, 2018
between
AXA Equitable Holdings, Inc.
and
AXA S.A.






TABLE OF CONTENTS
 
 
Page
ARTICLE I
 
 
 
DEFINITIONS
1.1
Definitions
1
1.2
Interpretation
5
ARTICLE II
 
 
 
REGISTRATION RIGHTS
2.1
Shelf Registration
5
2.2
Demand Registrations
7
2.3
Priority
8
2.4
Piggyback Registrations
8
2.5
Lock-up Agreements
9
2.6
Registration Procedures
10
2.7
Registration Expenses
16
2.8
Underwritten Offering
17
2.9
Suspension of Registration
17
2.10
Indemnification
18
2.11
Conversion of Other Securities
22
2.12
Rule 144; Rule 144A
22
2.13
Transfer of Registration Rights
22
ARTICLE III
 
 
 
PROVISIONS APPLICABLE TO ALL DISPOSITIONS OF REGISTRABLE SECURITIES BY AXA
3.1
Underwriter Selection
22
3.2
Cooperation with Sales
23
3.3
Expenses of Offerings
23
3.4
Further Assurances
23
ARTICLE IV
 
 
 
MISCELLANEOUS
4.1
Term
23
4.2
Other Holder Activities
24
4.3
No Inconsistent Agreements
24
4.4
Amendments and Waivers
24
4.5
No Third Party Beneficiaries
24
4.6
Entire Agreement
24
4.7
Severability
24
4.8
Counterparts
25
4.9
Remedies; Attorney’s Fees
25

2



4.10
GOVERNING LAW
25
4.11
CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL
25
4.12
Notice
26

REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement, dated as of May 4, 2018 (this “ Agreement ”), is between AXA Equitable Holdings, Inc., a Delaware corporation (the “ Company ”), and AXA S.A., a société anonyme organized under the laws of the France (“ AXA ”).
WHEREAS , AXA intends to sell shares of the Company’s common stock, par value $0.01 (the “ Common Stock ”), in the IPO (as defined below);
WHEREAS , following the completion of the IPO, AXA will continue to own a majority of the outstanding shares of Common Stock; and
WHEREAS , in connection with the IPO, the Company has agreed to provide AXA certain rights with respect to the registration and sale of the Common Stock as set forth herein;
NOW, THEREFORE , in consideration of the mutual promises and covenants set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
ARTICLE I

DEFINITIONS
1.1      Definitions .
In this Agreement, the following terms shall have the following meanings:
“ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with, such other Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”) when used with respect to any Person, means the possession directly or indirectly, of the power to cause the direction of the management or policies of such Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise.
“ AXA Affiliated Group ” means AXA and its Affiliates (excluding the Company and its subsidiaries).
“ Block Sale ” means the sale of Registrable Securities to one or several purchasers in a registered transaction by means of (i) a bought deal, (ii) a block trade or (iii) a direct sale.
“ Board of Directors ” means the Board of Directors of the Company.
“ Business Day ” means any day except (i) Saturday, (ii) Sunday, (iii) any day on which the principal office of the Company or AXA is not open for business and (iv) any other day on which commercial banks in New York or in France are authorized or obligated by law or executive order to close.
“ Common Stock ” has the meaning set forth in the recitals.
“ Company ” has the meaning set forth in the recitals.
“ Company Outside Counsel ” means one counsel selected by the Company to act on its behalf.
“ Covered Person ” has the meaning set forth in Section 2.10(a).
“ Demand Registration ” has the meaning set forth in Section 2.2(a).
“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.
“ FINRA ” means the Financial Industry Regulatory Authority.
“ Holder ” means any of (i) AXA, (ii) any other member of the AXA Affiliated Group and (iii) any Person that is not a member of the AXA Affiliated Group that is a direct or indirect transferee (any such transferee, a “ Non-AXA Holder ”) from any member of the AXA Affiliated Group, which transferee has acquired Registrable Securities constituting not less than 10% of the outstanding shares of Common Stock of the Company from such member of the AXA Affiliated Group and has entered into a Joinder Agreement substantially in the form of Exhibit A hereto at the time of the acquisition.
“ Holders’ Counsel ” means, if any member of the AXA Affiliated Group is participating in an offering of Registrable Securities, one counsel selected by AXA for the Holders participating in such offering, or otherwise, one counsel selected by the Holders of a majority of the Registrable Securities included in such offering.
“ IPO ” means the initial underwritten public offering of Common Stock pursuant to an effective Registration Statement under the Securities Act.
“ Loss ” or “ Losses ” each has the meaning set forth in Section 2.10(a).
“ Material Disclosure Event ” means, as of any date of determination, any pending or imminent event relating to the Company or any of its subsidiaries that the Board of Directors reasonably determines in good faith, after consultation with Company Outside Counsel, (i) would require disclosure of material, non-public information relating to such event in any Registration Statement under which Registrable Securities may be offered and sold (including documents incorporated by reference therein) in order that such Registration Statement would not be materially misleading and (ii) would not otherwise be required to be publicly disclosed by the Company at that time in a periodic report to be filed with or furnished to the SEC under the Exchange Act but for the filing of such Registration Statement.
“ Person ” means any individual, corporation, partnership, joint venture, limited liability company, association or other business entity and any trust, unincorporated organization or government or any department, agency or political subdivision thereof.
“ Piggyback Registration ” means any registration of Registrable Securities under the Securities Act requested by a Holder in accordance with Section 2.4(a).
“ register ,” “ registered ” and “ registration ” refers to a registration made effective by preparing and filing a Registration Statement with the SEC in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such Registration Statement, and compliance with applicable state securities laws of such states in which Holders notify the Company of their intention to offer Registrable Securities.
“ Registrable Securities ” means (i) all shares of Common Stock held by a Holder and (ii) any equity securities issued or issuable, directly or indirectly, with respect to any such securities referred to in (i) above by way of conversion or exchange thereof or stock dividend or stock split or in connection with a combination of shares, recapitalization, reclassification, merger, amalgamation, arrangement, consolidation or other reorganization; provided that any securities constituting Registrable Securities will cease to be Registrable Securities when (a) such securities are sold in a private transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of the securities, (b) such securities are sold pursuant to an effective Registration Statement, (c) such securities are sold pursuant to Rule 144 or (d) such securities shall have ceased to be outstanding.
“ Registration Expenses ” has the meaning set forth in Section 2.7.
“ Registration Statement ” means any registration statement of the Company under the Securities Act that permits the public offering of any of the Registrable Securities pursuant to the provisions of this Agreement, including the prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits, all material incorporated by reference or deemed to be incorporated by reference in such registration statements and all other documents filed with the SEC to effect a registration under the Securities Act.
“ Rule 144 ” means Rule 144 promulgated by the SEC under the Securities Act.
“ Rule 144A ” means Rule 144A promulgated by the SEC under the Securities Act.
“ Rule 405 ” means Rule 405 promulgated by the SEC under the Securities Act.
“ Rule 415 ” means Rule 415 promulgated by the SEC under the Securities Act.
“ SEC ” means the U.S. Securities and Exchange Commission.
“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.
“ Selling Expenses ” means all underwriting discounts, selling commissions and transfer taxes applicable to the sale of Registrable Securities hereunder.
“ Selling Holder ” means a Holder that holds Registrable Securities registered (or to be registered) on a Registration Statement.
“ Selling Holder Information ” means information furnished to the Company in writing by a Selling Holder expressly for use in any Registration Statement, which information is limited to the name of such Selling Holder, the number of offered shares of common stock and the address and other information with respect to such Selling Holder included in the “Principal and Selling Stockholders” (or similarly titled) section of the Registration Statement.
“ Shareholder Agreement ” means the Shareholder Agreement, dated as of May 4, 2018, between the Company and AXA.
“ Shelf Registration Statement ” means a Registration Statement that contemplates offers and sales of securities pursuant to Rule 415.
“ Short-Form Registration Statement ” means Form S-3 or any successor or similar form of Registration Statement pursuant to which the Company may incorporate by reference its filings under the Exchange Act made after the date of effectiveness of such Registration Statement.
“ Suspension ” has the meaning set forth in Section 2.9.
“ Take-Down Notice ” has the meaning set forth in Section 2.1(e).
“ Underwritten Offering ” means a discrete registered offering of securities under the Securities Act in which securities of the Company are sold by one or more underwriters pursuant to the terms of an underwriting agreement.
1.2      Interpretation .
(a)      The words “hereto,” “hereunder,” “herein,” “hereof” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement, unless expressly stated otherwise herein.
(b)      Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed followed by the words “without limitation.”
(c)      The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms.
(d)      “Writing,” “written” and comparable terms refer to printing, typing, and other means of reproducing words (including electronic media) in a visible form.
(e)      All references to “$” or “dollars” mean the lawful currency of the United States of America.
(f)      The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(g)      Except as expressly stated in this Agreement, all references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and in the case of statutes, include any rules and regulations promulgated under the statute) and to any successor to such statute, rule or regulation.
(h)    Except as expressly stated in this Agreement, all references to agencies, self-regulatory organizations or governmental entities in this Agreement shall be deemed to be references to the comparable successor thereto.
ARTICLE II     

REGISTRATION RIGHTS
2.1      Shelf Registration .
(a)      Filing . At any time after the date that is one year following the date hereof (or, if sooner, the date on which the Company first becomes eligible to use a Short-Form Registration Statement), upon the written request of any Holder, the Company shall promptly (but no later than 30 days after the receipt of such request) file with the SEC a Shelf Registration Statement (which, if permitted, shall be an “automatic shelf registration statement” as defined in Rule 405) relating to the offer and sale by such Holder of all or part of the Registrable Securities. If at any time while Registrable Securities are outstanding, the Company files any Shelf Registration Statement for its own benefit or for the benefit of holders of any of its securities other than the Holders, the Company shall include in such Shelf Registration Statement such disclosures as may be required under the Securities Act to ensure that the Holders may sell their Registrable Securities pursuant to such Shelf Registration Statement through the filing of a prospectus supplement rather than a post-effective amendment.
(b)      Effectiveness . The Company shall use its reasonable best efforts to (i) cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after such Shelf Registration Statement is filed and (ii) keep such Shelf Registration Statement (or a replacement Shelf Registration Statement) continuously effective and in compliance with the Securities Act and usable for the resale of Registrable Securities, until such time as there are no Registrable Securities remaining.
(c)      Sales by Holders . The plan of distribution contained in any Shelf Registration Statement referred to in this Section 2.1 (or any related prospectus supplement) shall be determined by AXA, if any member of the AXA Affiliated Group is a requesting Holder for such Shelf Registration Statement, or otherwise by the other requesting Holder or Holders. Each Holder shall be entitled to sell Registrable Securities pursuant to the Shelf Registration Statement referred to in this Section 2.1 from time to time and at such times as such Holder shall determine. Such Holder shall promptly advise the Company of its intention so to sell Registrable Securities pursuant to the Shelf Registration Statement.
(d)      Underwritten Offering . If any Holder intends to sell Registrable Securities pursuant to any Shelf Registration Statement referred to in this Section 2.1 through an Underwritten Offering, the Company shall take all steps to facilitate such an offering, including the actions required pursuant to Section 2.6 and Article III, as appropriate; provided that the Company shall not be required to facilitate such Underwritten Offering unless so requested by AXA or any other member of the AXA Affiliated Group. Any Holder shall be entitled to request an unlimited number of Underwritten Offerings under this Section 2.1.
(e)      Shelf Take-Downs . At any time that a Shelf Registration Statement covering Registrable Securities is effective, if any Holder delivers a notice to the Company (a “ Take-Down Notice ”) stating that it intends to effect an Underwritten Offering of all or part of its Registrable Securities included by it on such Shelf Registration Statement, the Company shall amend or supplement such Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Underwritten Offering. In connection with any Underwritten Offering pursuant to this Section 2.1, the Company shall deliver the Take-Down Notice to any other Holder with securities included on such Shelf Registration Statement and permit such Holder to include its Registrable Securities included on the Shelf Registration Statement in such Underwritten Offering if such Holder notifies the Company within two Business Days after the Company has given Holders notice of the Take-Down Notice.
(f)      No Notice in Block Sales . Notwithstanding any other provision of this Agreement, if any member of the AXA Affiliated Group wishes to engage in a Block Sale (including a Block Sale off of a Shelf Registration Statement or an effective automatic shelf registration statement, or in connection with the registration of the Registrable Securities of any member of the AXA Affiliated Group under an automatic shelf registration statement for purposes of effectuating a Block Sale), then notwithstanding the foregoing or any other provisions hereunder, any Non-AXA Holder shall not be entitled to receive any notice of or have its Registrable Securities included in such Block Sale.
2.2      Demand Registrations .
(a)      Right to Request Additional Demand Registrations . At any time after the IPO, any Holder may, by providing a written request to the Company, request to sell all or part of the Registrable Securities pursuant to a Registration Statement separate from a Shelf Registration Statement (a “ Demand Registration ”). Each request for a Demand Registration shall specify the kind and aggregate amount of Registrable Securities to be registered and the intended methods of disposition thereof (which, if not specified, shall be by way of Underwritten Offering). Promptly after its receipt of a request for a Demand Registration (but in any event within five days), the Company shall give written notice of such request to all other Holders. Within 30 days after the date the Company has given the Holders notice of the request for Demand Registration, the Company shall file a Registration Statement, in accordance with this Agreement, with respect to all Registrable Securities that have been requested to be registered in the request for Demand Registration and that have been requested by any other Holders by written notice to the Company within five days after the Company has given the Holders notice of the request for Demand Registration.
(b)      Limitations on Demand Registrations . Subject to Section 2.2(a) and this Section 2.2(b), any Holder will be entitled to request an unlimited number of Demand Registrations; provided that any Non-AXA Holder will be entitled to no more than three Demand Registrations. Any Holder shall be entitled to participate in a Demand Registration initiated by any other Holder. The Company shall not be obligated to effect more than one Demand Registration in any 90-day period. Any Demand Registration shall be in addition to any registration on a Shelf Registration Statement.
(c)      Effectiveness . The Company shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 90 days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided , however , that such period shall be extended for a period of time equal to the period the Holder of Registrable Securities refrains from selling any securities included in such Registration Statement at the request of the Company or an underwriter of the Company pursuant to the provisions of this Agreement.
(d)      Withdrawal . A Holder may, by written notice to the Company, withdraw its Registrable Securities from a Demand Registration at any time prior to the effectiveness of the applicable Registration Statement. Upon receipt of notices from all applicable Holders to such effect, the Company shall cease all efforts to seek effectiveness of the applicable Registration Statement.
2.3      Priority . If a registration pursuant to Section 2.1 or 2.2 above is an Underwritten Offering and the managing underwriters of such proposed Underwritten Offering advise the Holders in writing that, in their good faith opinion, the number of securities requested to be included in such Underwritten Offering exceeds the number which can be sold in such offering without being likely to have a material adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the number of securities to be included in such Underwritten Offering shall be reduced in the following order of priority: first , there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than the Holders; second , there shall be excluded from the Underwritten Offering any securities to be sold for the account of the Company; and finally , the number of Registrable Securities of any Holders that have been requested to be included therein shall be reduced, pro rata based on the number of Registrable Securities owned by each such Holder, in each case to the extent necessary to reduce the total number of securities to be included in such offering to the number recommended by the managing underwriters.
2.4      Piggyback Registrations .
(a)      Piggyback Request . Whenever the Company proposes to register any of its securities under the Securities Act or equivalent non-U.S. securities laws (other than (i) in the IPO, (ii) pursuant to a Demand Registration, (iii) pursuant to a registration statement on Form S-4 or any similar or successor form or (iv) pursuant to a registration solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement), and the registration form to be filed may be used for the registration or qualification for distribution of Registrable Securities, the Company will give prompt written notice to all Holders of its intention to effect such a registration (but in no event less than 20 days prior to the proposed date of filing of the applicable Registration Statement) and, subject to Section 2.4(c), will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 days after the date the Company’s notice is given to such Holders (a “ Piggyback Registration ”). There shall be no limitation on the number of Piggyback Registrations that the Company shall be required to effect under this Section 2.4.
(b)      Withdrawal and Termination . The Company shall be required to maintain the effectiveness of the Registration Statement for a registration requested pursuant to Section 2.4(a) until the earlier to occur of (i) 90 days after the effective date thereof and (ii) consummation of the distribution by the Holders of the Registrable Securities included in such Registration Statement. Any Holder that has made a written request for inclusion in a Piggyback Registration may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company on or before the fifth day prior to the planned effective date of such Piggyback Registration. The Company may, without prejudice to the rights of Holders to request a registration pursuant to Section 2.1 or 2.2 hereof, at its election, give written notice of such determination to each Holder of Registrable Securities and terminate or withdraw any registration under this Section 2.4 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such registration, and, except for the obligation to pay or reimburse Registration Expenses, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration and will have no liability to any Holder in connection with such termination or withdrawal.
(c)      Priority of Piggyback Registrations . If the managing underwriters advise the Company and Holders of Registrable Securities in writing that, in their good faith opinion, the number of securities requested to be included in an Underwritten Offering to be effected pursuant to a Piggyback Registration exceeds the number which can be sold in such offering without being likely to have a material adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any Non-AXA Holder; second, the number of securities to be included in the Underwritten Offering shall be reduced pro rata based, in the case of the AXA Holders, on the number of Registrable Securities owned by each AXA Holder, and in the case of the Company, the number of securities to be sold for the account of the Company, to the extent necessary to reduce the total number of Registrable Securities to be included in such offering to the number recommended by the managing underwriters. No registration of Registrable Securities effected pursuant to a request under this Section 2.4 shall be deemed to have been effected pursuant to Sections 2.1 or 2.2 or shall relieve the Company of its obligations under Sections 2.1 or 2.2.
2.5      Lock-up Agreements . Each of the Company and the Holders agrees, upon notice from the managing underwriters in connection with any registration for an Underwritten Offering of the Company’s securities (other than pursuant to a registration statement on Form S-4 or any similar or successor form, or pursuant to a registration solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement), not to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the managing underwriters for a period of up to 90 days (or such shorter period as may be agreed to by the managing underwriter(s)); provided that such restrictions shall not apply in any circumstance to (i) securities acquired by a Holder in the public market subsequent to the IPO, (ii) distributions-in-kind to a Holder’s limited or other partners, members, shareholders or other equity holders or (iii) transfers by a member of the AXA Affiliated Group to another member of the AXA Affiliated Group. Notwithstanding the foregoing, no holdback agreements of the type contemplated by this Section 2.5 shall be required of Holders (A) unless each of the Company’s directors and executive officers agrees to be bound by a substantially identical holdback agreement for at least the same period of time; or (B) that restricts the offering or sale of Registrable Securities pursuant to a Demand Registration.
2.6      Registration Procedures . Subject to the proviso of Section 2.1(d), if and whenever the Company is required to effect the registration of any Registrable Securities pursuant to this Agreement, the Company shall use its reasonable best efforts to effect and facilitate the registration, offering and sale of such Registrable Securities in accordance with the intended method of disposition thereof as promptly as is practicable, and the Company shall as expeditiously as possible:
(a)      prepare and file with the SEC (within 30 days after the date on which the Company has given Holders notice of any request for Demand Registration) a Registration Statement with respect to such Registrable Securities, make all required filings required (including FINRA filings) in connection therewith and thereafter and (if the Registration Statement is not automatically effective upon filing) use its reasonable best efforts to cause such Registration Statement to become effective; provided that, before filing a Registration Statement or any amendments or supplements thereto (including free writing prospectuses under Rule 433), the Company will furnish to Holders’ Counsel for such registration copies of all such documents proposed to be filed (including exhibits thereto), which documents will be subject to review of such counsel, and such other documents reasonably requested by such counsel, including any comment letter from the SEC, and give the Holders participating in such registration an opportunity to comment on such documents and keep such Holders reasonably informed as to the registration process; provided further that if the Board of Directors determines in its good faith judgment that registration at the time would require the inclusion of pro forma financial or other information, which requirement the Company is reasonably unable to comply with, then the Company may defer the filing (but not the preparation) of the Registration Statement which is required to effect the applicable registration for a reasonable period of time (but not in excess of 45 days).
(b)      (i) prepare and file with the SEC such amendments and supplements to any Registration Statement as may be necessary to keep such Registration Statement effective for a period of either (A) not less than 90 days or, if such Registration Statement relates to an Underwritten Offering in the case of a Demand Registration, such longer period as in the opinion of counsel for the managing underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer or the maximum period of time permitted by the Securities Act in the case of a Shelf Registration Statement, or (B) such shorter period ending when all of the Registrable Securities covered by such Registration Statement have been disposed of (but in any event not before the expiration of any longer period required under the Securities Act) and (ii) to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Registration Statement;
(c)      furnish to each Selling Holder, Holders’ Counsel and the underwriters such number of copies, without charge, of any Registration Statement, each amendment and supplement thereto, including each preliminary prospectus, final prospectus, all exhibits and other documents filed therewith and such other documents as such Persons may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by such Selling Holder; provided that, before amending or supplementing any Registration Statement, the Company shall furnish to the Holders a copy of each such proposed amendment or supplement and not file any such proposed amendment or supplement to which any Selling Holder reasonably objects. The Company hereby consents to the use of such prospectus and each amendment or supplement thereto by each of the Selling Holders of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such prospectus and any such amendment or supplement thereto;
(d)      use its reasonable best efforts to register or qualify any Registrable Securities under such other securities or blue sky laws of such jurisdictions as any Selling Holder, and the managing underwriters, if any reasonably request, use its reasonable best efforts to keep each such registration or qualification (or exemption therefrom) effective during the period such Registration Statement is required to be kept effective and do any and all other acts and things that may be necessary or reasonably advisable to enable such Selling Holder and each underwriter, if any, to consummate the disposition of the seller’s Registrable Securities in such jurisdictions; provided that the Company will not be required to (i) qualify generally to do business in any such jurisdiction where it would not otherwise be required to qualify but for this subsection, (ii) subject itself to taxation in any jurisdiction where it is not then so subject or (iii) consent to general service of process in any such jurisdiction where it is not then so subject (other than service of process in connection with such registration or qualification or any sale of Registrable Securities in connection therewith);
(e)      use its reasonable best efforts to cause all Registrable Securities covered by any Registration Statement to be registered with or approved by such other governmental agencies, authorities or self-regulatory bodies as may be necessary or reasonably advisable in light of the business and operations of the Company to enable the Selling Holders to consummate the disposition of such Registrable Securities in accordance with the intended method or methods of disposition thereof;
(f)      during any time when a prospectus is required to be delivered under the Securities Act, promptly notify each Selling Holder and Holders’ Counsel upon discovery that, or upon the discovery of the happening of any event as a result of which, the prospectus contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading in light of the circumstances under which they were made and, as promptly as practicable, prepare and furnish to such Selling Holders a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made;
(g)      promptly notify each Selling Holder and Holders’ Counsel (i) when the Registration Statement, any prospectus supplement or any post-effective amendment to the Registration Statement has been filed and, with respect to such Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any written comments by the SEC or any request by the SEC for amendments or supplements to such Registration Statement or to amend or to supplement any prospectus contained therein or for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceedings for any of such purposes, (iv) if at the time the Company has reason to believe that the representations and warranties of the Company contained in any agreement (including any underwriting agreement) contemplated by Section 2.6(j) below cease to be true and correct and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of such Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose;
(h)      cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed or, if no similar securities issued by the Company are then listed on any securities exchange, use its reasonable best efforts to cause all such Registrable Securities to be listed on the New York Stock Exchange;
(i)      provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such Registration Statement, and, if required, obtain a CUSIP number for such Registrable Securities not later than such effective date;
(j)      enter into such customary agreements (including underwriting agreements with customary provisions in such forms as may be requested by the managing underwriters) and take all such other actions as the Selling Holders or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, effecting a share split or a combination of shares);
(k)      make available for inspection by any Selling Holder, Holders’ Counsel, any underwriter participating in any disposition pursuant to the applicable Registration Statement and any attorney, accountant or other agent retained by any such Selling Holder or underwriter all financial and other records, pertinent corporate documents and documents relating to the business of the Company reasonably requested by such Selling Holder, cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Selling Holder, Holders’ Counsel, underwriter, attorney, accountant or agent in connection with such Registration Statement and make senior management of the Company available for customary due diligence and drafting activity; provided that any such Person gaining access to information or personnel pursuant to this Section 2.6(k) shall (i) reasonably cooperate with the Company to limit any resulting disruption to the Company’s business and (ii) agree to use reasonable efforts to protect the confidentiality of any information regarding the Company which the Company determines in good faith to be confidential, and of which determination such Person is notified, unless (A) the release of such information is requested or required by deposition, interrogatory, requests for information or documents by a governmental entity, subpoena or similar process, (B) the release of such information, in the opinion of such Person, is required to be released by law or applicable legal process, (C) such information is or becomes publicly known without a breach of this Agreement, (D) such information is or becomes available to such Person on a non-confidential basis from a source other than the Company or (E) such information is independently developed by such Person. In the case of a proposed disclosure pursuant to (A) or (B) above, such Person shall be required to give the Company written notice of the proposed disclosure prior to such disclosure and, if requested by the Company, assist the Company in seeking to prevent or limit the proposed disclosure;
(l)      otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the applicable Registration Statement, which earnings statement will satisfy the provisions of Section 11(a) of the U.S. Securities Act (including, at the Company’s option, Rule 158 thereunder);
(m)      in the case of an Underwritten Offering, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriters or any Selling Holder reasonably requests to be included therein, the purchase price being paid therefor by the underwriters and any other terms of the Underwritten Offering of the Registrable Securities to be sold in such offering, and promptly make all required filings of such prospectus supplement or post-effective amendment;
(n)      in the event of the issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related prospectus or ceasing trading of any securities included in such Registration Statement for sale in any jurisdiction, use every reasonable effort to promptly obtain the withdrawal of such order;
(o)      make senior management of the Company available to assist to the extent reasonably requested by the managing underwriters of any Underwritten Offering to be made pursuant to such registration in the marketing of the Registrable Securities to be sold in the Underwritten Offering, including the participation of such members of the Company’s senior management in “road show” presentations and other customary marketing activities, including “one-on-one” meetings with prospective purchasers of the Registrable Securities to be sold in the Underwritten Offering, and otherwise to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts related thereto, in each case to the same extent as if the Company were engaged in a primary registered offering of its Common Stock;
(p)      use reasonable best efforts to: (a) obtain all consents of independent public accountants required to be included in the Registration Statement and (b) in connection with each offering and sale of Registrable Securities, obtain one or more comfort letters, addressed to the underwriters and to the Selling Holders, dated the date of the underwriting agreement for such offering and the date of each closing under the underwriting agreement for such offering, signed by the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the underwriters or AXA, if any member of the AXA Affiliated Group is a Selling Holder in such offering, or otherwise by the Holders of a majority of the Registrable Securities being sold in such offering, as applicable, reasonably request;
(q)      use reasonable best efforts to obtain: (a) all legal opinions from Company Outside Counsel (or internal counsel if acceptable to the managing underwriters) required to be included in the Registration Statement and (b) in connection with each closing of a sale of Registrable Securities, legal opinions from Company Outside Counsel (or internal counsel if acceptable to the managing underwriters), addressed to the underwriters and the Selling Holders, dated as of the date of such closing, with respect to the Registration Statement, each amendment and supplement thereto (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature;
(r)      upon the occurrence of any event contemplated by Section 2.6(f) above, promptly prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(s)      reasonably cooperate with each seller of Registrable Securities and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(t)      take no direct or indirect action prohibited by Regulation M under the Exchange Act; provided that, to the extent that any prohibition is applicable to the Company, the Company will take all reasonable action to make such prohibition inapplicable;
(u)      shall cause its Affiliates (including any registered investment companies, registered investment advisers and management investment companies) to, upon request of AXA at any time following completion of the IPO, either ( i ) obtain a no-action letter, interpretive guidance, exemptive order or other relief from the SEC to the effect that sales of securities by AXA undertaken subsequent to the IPO do not constitute an “assignment” (as defined in the Investment Company Act of 1940, as amended or the Investment Advisers Act of 1940, as amended) of any investment advisory contract to which the Company, its Affiliates is party, or ( ii ) if such sales would constitute an assignment, to obtain the requisite client consents to such assignments (including, for this purpose, the approval of the board of directors and shareholders of any client that is a registered investment company, or a new investment advisory contract and, if applicable, a new sub-advisory contract with any sub-adviser whose contract would terminate as a result of such assignment). In connection therewith, the Company shall, and shall cause its Affiliates to, take all steps necessary to obtain such relief or consents, including, ( A ) in the case of clause (i), through the preparation and submission of a request for no-action relief or exemptive application, and ( B ) in the case of clause (ii), preparing and filing with the SEC a proxy statement, promptly responding to any comments from the SEC on any proxy statement, hiring a proxy solicitation firm, distributing a proxy statement to relevant parties and holding a shareholder meeting and preparing and delivering such other documents as may be necessary to solicit the consent of client that are not registered investment companies; and
(v)      use its reasonable best efforts to take or cause to be taken all other actions, and do and cause to be done all other things necessary or reasonably advisable in the opinion of Holders’ Counsel to effect the registration, marketing and sale of such Registrable Securities.
The Company agrees not to file or make any amendment to any Registration Statement with respect to any Registrable Securities, or any amendment of or supplement to the prospectus used in connection therewith, that refers to any Holder covered thereby by name, or otherwise identifies such Holder as the holder of any securities of the Company, without the consent of such Holder, such consent not to be unreasonably withheld or delayed, unless and to the extent such disclosure is required by law, rule or regulation, in which case the Company shall provide prompt written notice to such Holders prior to the filing of such amendment to any Registration Statement or amendment of or supplement to such prospectus or any free writing prospectus.
Each Holder of Registrable Securities as to which any registration is being effected shall furnish the Company with such information regarding such Holder and pertinent to the disclosure requirements relating to the registration and the distribution of such securities as the Company may from time to time reasonably request in writing.
If the Company files any Shelf Registration Statement for the benefit of the holders of any of its securities other than the Holders, the Company agrees that it shall use its reasonable best efforts to include in such registration statement such disclosures as may be required by Rule 430B under the Securities Act (referring to the unnamed selling security holders in a generic manner by identifying the initial offering of the securities to the Holders) in order to ensure that the Holders may be added to such Shelf Registration Statement at a later time through the filing of a Prospectus supplement rather than a post-effective amendment.
2.7      Registration Expenses . Whether or not any Registration Statement is filed or becomes effective, the Company shall pay directly or promptly reimburse all costs, fees and expenses incident to the Company’s performance of or compliance with this Agreement, including (i) all registration and filing fees, (ii) all fees and expenses associated with filings to be made with any securities exchange or with any other governmental or quasi-governmental authority; (iii) all fees and expenses of compliance with securities or blue sky laws, including reasonable fees and disbursements of counsel in connection therewith, (iv) all printing expenses (including expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is requested by the Holders or the managing underwriters, if any), (v) all “road show” expenses incurred in respect of any Underwritten Offering, including all costs of travel, lodging and meals, (vi) all messenger, telephone and delivery expenses, (vii) all fees and disbursements of Company Outside Counsel, (viii) all fees and disbursements of all independent certified public accountants of the Company (including expenses of any “cold comfort” letters required in connection with this Agreement) and all other persons, including special experts, retained by the Company in connection with such Registration Statement, (ix) all reasonable fees and disbursements of underwriters (other than Selling Expenses) customarily paid by the issuers or sellers of securities and, (x) all other costs, fees and expenses incident to the Company’s performance or compliance with this Agreement (all such expenses, “ Registration Expenses ”). The Selling Holders shall be responsible for the fees and expenses of Holders’ Counsel and Selling Expenses. The Company will, in any event, pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit or quarterly review and the expenses of any liability insurance. The Company shall have no obligation to pay any Selling Expenses.
2.8      Underwritten Offering .
(a)      No Holder may participate in any registration hereunder that is an Underwritten Offering unless such Holder (i) agrees to sell its Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriters; provided that no Holder will be required to sell more than the number of Registrable Securities that such Holder has requested the Company to include in any registration), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) cooperates with the Company’s reasonable requests in connection with such registration or qualification (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused by such Holder’s failure to cooperate, will not constitute a breach by the Company of this Agreement); provided that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (A) such Holder’s ownership of Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances created by such Holder and (B) such Holder’s power and authority to effect such transfer; provided further that any obligation of such Holder to indemnify any Person pursuant to any underwriting agreement shall be several, not joint and several, among such Holders selling Registrable Securities, and such liability shall be limited to the net proceeds received by such Holder, as applicable, from the sale of Registrable Securities pursuant to such registration (which proceeds shall include the amount of cash or the fair market value of any assets in exchange for the sale or exchange of such Registrable Securities or that are the subject of a distribution), and the relative liability of each such Holder shall be in proportion to such net proceeds.
2.9      Suspension of Registration . In the event of a Material Disclosure Event at the time of the filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, the Company may, upon giving at least 10 days’ prior written notice of such action to the Holders delay the filing or initial effectiveness of, or suspend use of, such Registration Statement (a “ Suspension ”); provided , however , that the Company shall not be permitted to exercise a Suspension (i) more than twice during any 12-month period, (ii) for a period exceeding 60 days on any one occasion, (iii) unless for the full period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering. In the case of a Suspension, the Holders will suspend use of the applicable prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. In connection with a Demand Registration, prior to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement. The Company shall immediately notify the Holders upon the termination of any Suspension.
2.10      Indemnification .
(a)      The Company agrees to indemnify and hold harmless to the fullest extent permitted by law, each Holder, any Person who is or might be deemed to be a controlling person of the Company or any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act their respective direct and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, agents, Affiliates and shareholders, and each other Person, if any, who controls any such Holder or controlling person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being referred to herein as a “ Covered Person ”) against, and pay and reimburse such Covered Persons for any losses, claims, damages, liabilities, joint or several, costs (including, without limitation, costs of preparation and reasonable attorneys’ fees and any legal or other fees or expenses incurred by such Covered Person in connections with any investigation or proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, “ Losses ” and, individually, each a “ Loss ”) to which such Covered Person may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue or alleged untrue statement of material fact contained or incorporated by reference in any Registration Statement, prospectus, preliminary prospectus or free writing prospectus, or any amendment thereof or supplement thereto, or any document incorporated by reference therein, or any other such disclosure document (including reports and other documents filed under the Exchange Act and any document incorporated by reference therein) or other document or report, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation by the Company of any rule or regulation promulgated under the Securities Act or any state securities laws applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, and the Company will pay and reimburse such Covered Persons for any legal or any other expenses actually and reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, liability, action or proceeding; provided that the Company shall not be liable in any such case to the extent that any such Loss (or action or proceeding in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement, or omission or alleged omission, made or incorporated by reference in such Registration Statement, any such prospectus, preliminary prospectus or free writing prospectus or any amendment or supplement thereto, or any document incorporated by reference therein, or any other such disclosure document (including reports and other documents filed under the Exchange Act and any document incorporated by reference therein) or other document or report, or in any application in reliance upon, and in conformity with, the Selling Holder Information. In connection with an Underwritten Offering, the Company, if requested, will indemnify the underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Covered Persons and in such other manner as the underwriters may request in accordance with their standard practice.
(b)      In connection with any Registration Statement in which a Holder is participating, each such Holder will indemnify and hold harmless the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a controlling person of the Company or any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any Losses to which such Holder or any such director or officer, any such underwriter or controlling person may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue or alleged untrue statement of material fact contained in the Registration Statement, prospectus, preliminary prospectus or free writing prospectus, or any amendment thereof or supplement thereto, or in any application or (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is made in such Registration Statement, any such prospectus, preliminary prospectus or free writing prospectus, or any amendment or supplement thereto, or in any application, in reliance upon and in conformity with the Selling Holder Information (and except insofar as such Losses arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any underwriter furnished to the Company in writing by such underwriter expressly for use in such Registration Statement), and such Holder will reimburse the Company and each such director, officer, underwriter and controlling Person for any legal or any other expenses actually and reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, liability, action or proceeding; provided , however , that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided further that the obligation to indemnify and hold harmless shall be individual and several to each Holder and shall be limited to the amount of net proceeds received by such Holder from the sale of Registrable Securities covered by such Registration Statement.
(c)      Any Person entitled to indemnification hereunder shall give prompt written notice to the indemnifying party of any claim or the commencement of any proceeding with respect to which it seeks indemnification pursuant hereto; provided , however , that any delay or failure to so notify the indemnifying party shall relieve the indemnifying party of its obligations hereunder only to the extent, if at all, that it is actually and materially prejudiced by reason of such delay or failure. The indemnifying party shall have the right, exercisable by giving written notice to an indemnified party promptly after the receipt of written notice from such indemnified party of such claim or proceeding, to assume, at the indemnifying party’s expense, the defense of any such claim or proceeding, with counsel reasonably acceptable to such indemnified party; provided that (i) any indemnified party shall have the right to select and employ separate counsel and to participate in the defense of any such claim or proceeding, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (A) the indemnifying party has agreed in writing to pay such fees or expenses or (B) the indemnifying party shall have failed to assume, or in the event of a conflict of interest cannot assume, the defense of such claim or proceeding within a reasonable time after receipt of notice of such claim or proceeding or fails to employ counsel reasonably satisfactory to such indemnified party or to pursue the defense of such claim in a reasonably vigorous manner or (C) the named parties to any proceeding (including impleaded parties) include both such indemnified and the indemnifying party, and such indemnified party has reasonably concluded (based upon advice of its counsel) that there may be legal defenses available to it that are inconsistent with those available to the indemnifying party or that a conflict of interest is likely to exist among such indemnified party and any other indemnified parties (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party); and (ii) subject to clause (i)(C) above, the indemnifying party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the indemnified parties, or for fees and expenses that are not reasonable. Whether or not the indemnifying party assumes the defense, the indemnifying party shall not have the right to settle such action without the consent of the indemnified party. No indemnifying party shall consent to entry of any judgment or enter into any settlement which (x) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release, in form and substance reasonably satisfactory to the indemnified party, from all liability in respect of such claim or litigation for which such indemnified party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the indemnified party or adversely affects such indemnified party other than as a result of financial obligations for which such indemnified party would be entitled to indemnification hereunder.
(d)      If the indemnification provided for in this Section 2.10 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any Losses (other than in accordance with its terms), then the indemnifying party, in lieu of indemnifying such indemnified party thereunder, will contribute to the amount paid or payable by such indemnified party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other hand in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. The relevant fault of the indemnifying party and the indemnified party will be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Notwithstanding the foregoing, the amount any Holder will be obligated to contribute pursuant to this Section 2.10(d) will be limited to an amount equal to the net proceeds to such Holder from the Registrable Securities sold pursuant to the Registration Statement which gives rise to such obligation to contribute (less the aggregate amount of any damages which the Holder has otherwise been required to pay in respect of such Loss or any substantially similar Loss arising from the sale of such Registrable Securities). No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
(e)      To the extent that any of the Holders is, or would be expected to be, deemed to be an underwriter of Registrable Securities pursuant to any SEC comments or policies or any court of law or otherwise, the Company agrees that (i) the indemnification and contribution provisions contained in this Section 2.10 shall be applicable to the benefit of such Holder in its role as deemed underwriter in addition to its capacity as a Holder (so long as the amount for which any other Holder is or becomes responsible does not exceed the amount for which such Holder would be responsible if the Holder were not deemed to be an underwriter of Registrable Securities) and (ii) such Holder and its representatives shall be entitled to conduct the due diligence which would normally be conducted in connection with an offering of securities registered under the Securities Act, including receipt of customary opinions and comfort letters.
(f)      The indemnification provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and will survive the registration and sale of any securities by any Person entitled to any indemnification hereunder and the expiration or termination of this Agreement.
2.11      Conversion of Other Securities . If any Holder offers any options, rights, warrants or other securities issued by it that are offered with, convertible into or exercisable or exchangeable for any Registrable Securities, the Registrable Securities underlying such options, rights, warrants or other securities shall be eligible for registration pursuant to Sections 2.1, 2.2 and 2.4 hereof.
2.12      Rule 144; Rule 144A . The Company shall use its reasonable best efforts to file in a timely fashion all reports and other documents required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the Holders may reasonably request, all to the extent required by the SEC as a condition to the availability of Rule 144. Rule 144A or any similar rule or regulation hereafter adopted by the SEC under the Securities Act.
2.13      Transfer of Registration Rights . Any member of the AXA Affiliated Group may transfer all or any portion of its rights under this Agreement to any transferee of Registrable Securities constituting not less than 10% of the outstanding shares of Common Stock of the Company. Any transfer of registration rights pursuant to this Section 2.13 from any member of the AXA Affiliated Group to any Person that is not a member of the AXA Affiliated Group shall be effective upon receipt by the Company of written notice from the transferor stating the name and address of the transferee and identifying the amount of Registrable Securities with respect to which rights under this Agreement are being transferred.
ARTICLE III     

PROVISIONS APPLICABLE TO ALL DISPOSITIONS OF REGISTRABLE SECURITIES BY AXA
3.1      Underwriter Selection . In any public or private offering of Registrable Securities in which a member of the AXA Affiliated Group is a Selling Holder, other than pursuant to a Piggyback Registration, AXA shall have the sole right to select the managing underwriters to arrange such Underwritten Offering, which may include any Affiliate of AXA and which shall be investment banking institutions of international standing.
3.2      Cooperation with Sales . In addition to the provisions of Section 2.6 hereof, applicable to sales of Registrable Securities pursuant to a registration, in connection with any sale or disposition of Registrable Securities by AXA, the Company shall provide full cooperation, including:
(a)      providing access to employees, management and company records to any purchaser or potential purchaser, and to any underwriters, initial purchasers, brokers, dealers or agents involved in any sale or disposition, subject to entry into customary confidentiality arrangements;
(b)      participation in road shows, investor and analyst meetings, conference calls and similar activities;
(c)      using reasonable best efforts to obtain customary auditor comfort letters and legal opinions;
(d)      entering into customary underwriting and other agreements;
(e)      using reasonable best efforts to obtain any regulatory approval or relief necessary for any proposed sale or disposition; and
(f)      filing of registration statements with the SEC or with other authorities or making other regulatory or similar filings necessary or advisable in order to facilitate any sale or disposition.
3.3      Expenses of Offerings . Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for any expenses associated with any sale of Registrable Securities by AXA, except for the fees and expenses of Holders’ Counsel and Selling Expenses.
3.4      Further Assurances . The Company shall use its reasonable best efforts to cooperate with and facilitate, and shall not interfere with, the disposition by AXA of its holdings of Registrable Securities.
ARTICLE IV     

MISCELLANEOUS
4.1      Term . This Agreement shall terminate upon such time as no Registrable Securities remain outstanding, except for the provisions of Sections 2.7, 2.10, and 3.3 and this Article 4 which shall survive such termination.
4.2      Other Holder Activities . Notwithstanding anything in this Agreement, none of the provisions of this Agreement shall in any way limit a Holder or any of its Affiliates from engaging in any brokerage, investment advisory, financial advisory, financing, asset management, trading, market making, arbitrage, investment activity and other similar activities conducted in the ordinary course of their business.
4.3      No Inconsistent Agreements .
(a)      The Company represents and warrants that it has not entered into and covenants and agrees that it will not enter into, any agreement with respect to its securities which is inconsistent with, more favorable than or violates the rights granted to the Holders of Registrable Securities in this Agreement.
(b)      To the extent any portion of this Agreement conflicts, or is inconsistent, with the Shareholder Agreement, the Shareholder Agreement shall control.
4.4      Amendment, Modification and Waiver . This Agreement may be amended, modified or supplemented at any time by written agreement of the parties. Any failure of any party to comply with any term or provision of this Agreement may be waived by the other party, by an instrument in writing signed by such party, but such waiver or failure to insist upon strict compliance with such term or provision shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure to comply.
4.5      No Third-Party Beneficiaries . Other than as set forth in Section 2.10 with respect to the indemnified parties and as expressly set forth elsewhere in this Agreement, nothing in this Agreement, express or implied, is intended to confer upon any person, other than the parties and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement. Only the parties that are signatories to this Agreement and any Joinder Agreement substantially in the form of Exhibit A hereto (and their respective permitted successors and assigns) shall have any obligation or liability under, in connection with, arising out of, resulting from or in any way related to this Agreement or any other matter contemplated hereby, or the process leading up to the execution and delivery of this Agreement and the transactions contemplated hereby, subject to the provisions of this Agreement.
4.6      Entire Agreement . Except as otherwise expressly provided herein, this Agreement, together with the Shareholder Agreement, constitutes the entire agreement among the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both written and oral, between or on behalf of AXA or its Affiliates, on the one hand, and the Company or its Affiliates, on the other hand, with respect to the subject matter of this Agreement.
4.7      Severability . In the event that any provision of this Agreement is declared invalid, void or unenforceable, the remainder of this Agreement shall remain in full force and effect, and such invalid, void or unenforceable provision shall be interpreted in a manner that accomplishes, to the extent possible, the original purpose of such provision.
4.8      Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. The counterparts of this Agreement may be executed and delivered by facsimile or other electronic imaging means (including in pdf or tif format sent by electronic mail) by a party to the other party and the receiving party may rely on the receipt of such document so executed and delivered by facsimile or other electronic imaging means as if the original had been received.
4.9      Specific Performance; Remedies . In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the affected party shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The other party shall not oppose the granting of such relief. The parties agree that the remedies at law for any breach or threatened breach hereof, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are hereby waived.
4.10      GOVERNING LAW . THIS AGREEMENT SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD APPLY THE LAW OF ANOTHER JURISDICTION.
4.11      WAIVER OF JURY TRIAL . EACH PARTY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.
4.12      Jurisdiction; Venue . Any suit, action or proceeding relating to this Agreement shall be brought exclusively in the United States District Court for the Southern District of New York or in the courts of the State of New York, in each case located in New York County, New York. The parties hereby consent to the exclusive jurisdiction of such courts for any such suit, action or proceeding, and irrevocably waive, to the fullest extent permitted by law, any objection to such courts that they may now or hereafter have based on improper venue or forum non conveniens.
4.13      Notice . Unless otherwise specified herein, all notices required or permitted to be given under this Agreement shall be in writing, shall refer specifically to this Agreement and shall be delivered personally or sent by a nationally recognized overnight courier service, and shall be deemed to be effective upon delivery. All such notices shall be addressed to the receiving Party at such Party’s address set forth below, or at such other address as the receiving Party may from time to time furnish by notice as set forth in this Section 4.13:
If to AXA, to:
AXA S.A.
25 Avenue Matignon
75008 Paris, France
Attention: General Counsel
Telephone: +33 (1) 40 75 48 68
E-mail: helen.browne@axa.com
If to the Company, to:
AXA Equitable Holdings, Inc.
1290 Avenue of the Americas
New York, New York 10104
Attention: Dave Hattem, General Counsel
Telephone: (212) 314-3863
E-mail: dave.hattem@axa.us.com
[ Signature Page Follows ]


3



In witness whereof, the parties have caused this Registration Rights Agreement to be executed and delivered as of the date first above written.
AXA EQUITABLE HOLDINGS, INC.
By:     /s/ Anders Malmström    
    Name: Anders Malmström
    Title: Senior Executive Vice President
        and Chief Financial Officer

AXA S.A.
By:      /s/ Thomas Buberl    
    Name: Thomas Buberl
    Title: Chief Executive Officer


1


Exhibit A

JOINDER AGREEMENT
Reference is made to the Registration Rights Agreement, dated as of [●], 2018 (as amended from time to time, the “ Registration Rights Agreement ”), by and among AXA Equitable Holdings, Inc. and AXA S.A. and the other parties thereto, if any. The undersigned agrees, by execution hereof, to become a party to, and to be subject to the rights and obligations under the Registration Rights Agreement.
[NAME]


By:         
    Name:
    Title:
Date:
Address:
Acknowledged by:

[NAME OF COMPANY]

By:         
    Name:
    Title:



[ Signature Page to Joinder Agreement ]

EXECUTION VERSION
        





                                                    
TRANSITIONAL SERVICES AGREEMENT
between
AXA S.A.
and
AXA EQUITABLE HOLDINGS, INC.

Dated as of May 4, 2018

                                                    








Article I
DEFINITIONS
Section 1.1
Definitions
1
Section 1.2
Interpretation
6
Article II
SERVICES AND PROCEDURES
Section 2.1
Provision of Services
7
Section 2.2
Omitted Services
7
Section 2.3
Additional Services
8
Section 2.4
Replacement Services
8
Section 2.5
Standard of Performance; Scope of Service
8
Section 2.6
Third-Party Providers
9
Section 2.7
Liability for Third-Party Providers
9
Section 2.8
Change in Service
10
Section 2.9
Service Provider’s Employees
10
Section 2.10
Availability of Information and Records; Audit
10
Section 2.11
Disclaimer of Warranties
12
Section 2.12
Transition Support
12
Section 2.13
Exclusivity
12
Article III
FEES AND PAYMENTS
Section 3.1
Fees for Services
13
Section 3.2
Third-Party Costs
13
Section 3.3
Billing Statements
13
Section 3.4
Direct Payments to Third-Party Providers
13
Section 3.5
Disputes Over Billing Statements or Direct Payments
13
Section 3.6
Taxes
14
Article IV
TERM AND TERMINATION
Section 4.1
Term
15
Section 4.2
Termination
15
Section 4.3
Transition Support Following Termination
16
Section 4.4
Extension of Transition Period
16
Section 4.5
Effect of Termination
17
Article V
GOVERNANCE
Section 5.1
Transition Working Groups
17
Section 5.2
Separation Committees
18
Section 5.3
Steering Committee
18
Article VI
INDEMNIFICATION
Section 6.1
Indemnity
19
Section 6.2
Procedure for Indemnification of Third-Party Claims
19

i


Section 6.3
Additional Matters
20
Section 6.4
Payments
21
Article VII
INTELLECTUAL PROPERTY
Section 7.1
Ownership of Intellectual Property
21
Section 7.2
Licensing of Intellectual Property
22
Section 7.3
Ownership of Data
23
Article VIII
CONFIDENTIALITY; SYSTEMS SECURITY
Section 8.1
Confidentiality
23
Section 8.2
Systems Security and Breach Notification
25
Article IX
DISPUTE RESOLUTION; LIMITATION OF LIABILITY
Section 9.1
Resolution Procedure
26
Section 9.2
Arbitration
27
Section 9.3
Limitations on Liability
28
Article X
MISCELLANEOUS
Section 10.1
Notices
29
Section 10.2
Further Assurances
30
Section 10.3
Entire Understanding; Third-Party Beneficiaries
30
Section 10.4
Subsidiary Action
30
Section 10.5
Severability
30
Section 10.6
Applicable Law
30
Section 10.7
Specific Performance
30
Section 10.8
Force Majeure
31
Section 10.9
Amendment, Modification and Waiver
31
Section 10.10
Assignment
31
Section 10.11
Counterparts
31
TRANSITIONAL SERVICES AGREEMENT
Transitional Services Agreement (this “ Agreement ”), dated May 4, 2018 (the “ Execution Date ”), between AXA S.A., a société anonyme organized under the laws of France (“ AXA ”), and AXA Equitable Holdings, Inc., a corporation organized under the laws of Delaware (formerly known as AXA America Holdings, Inc., “ AEH ,” and together with AXA, the “ Parties ,” and each, a “ Party ”).
RECITALS
WHEREAS, AEH is a wholly-owned subsidiary of AXA;
WHEREAS, historically, AXA and AEH, and their respective Subsidiaries, relied on certain third-party service providers to provide services pursuant to shared services contracts and relied upon each other and affiliates of each other for the provision of certain services;
WHEREAS, the Parties intend to effect an initial public offering (the “ IPO ”) of a portion of the shares of common stock, par value $0.01 per share, of AEH; and
WHEREAS, following the IPO, the Parties desire to obtain the continued provision or procurement of certain services as specified in this Agreement and the Schedules hereto and subject to, and in accordance with, the terms and conditions hereof, the Parties agree to provide or procure such services on a transitional basis from the Effective Date of this Agreement through the relevant Transition Period thereafter and to assist the other Party in the transition from these Services as provided herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:
Article I
DEFINITIONS
Section 1.1      Definitions . Capitalized terms used in this Agreement shall have the meanings assigned below:
“ AAA ” has the meaning set forth in Section 9.2 .
“ Accessing Party ” has the meaning set forth in Section 8.2(a) .
“ Action ” means any demand, action, suit, countersuit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority or any federal, state, local, foreign or international arbitration or mediation tribunal.
“ Additional Service ” has the meaning set forth in Section 2.3 .
“ AEH ” has the meaning set forth in the preamble.
“ AEH Project Leader ” has the meaning set forth in Section 5.1(a) .
“ AEH Group ” means, collectively, AEH and its Subsidiaries (excluding any member of the AXA Group) as of the Effective Date.
“ AEH Provider ” means AEH or any Subsidiary of AEH, as applicable, providing a Service hereunder, in its capacity as the provider of such Service.
“ AEH Recipient ” means any member of the AEH Group to whom a Service is being provided hereunder, in its capacity as the recipient of such Service.
“ Agreement ” has the meaning set forth in the preamble.
“ Applicable Law ” means any law (including common law), statute, regulation, rule, executive order, ordinance, judgment, ruling, published regulatory policy or guideline, injunction, consent, order, exemption, license, approval or permit enacted, issued, promulgated, adjudged, entered or enforced by a Governmental Authority.
“ AXA ” has the meaning set forth in the preamble.
“ AXA Group ” means, collectively, AXA and its Subsidiaries (excluding AXA Business Service Private Ltd. and any member of the AEH Group).
“ AXA Project Leader ” has the meaning set forth in Section 5.1(a) .
“ AXA Provider ” means AXA or any Subsidiary of AXA, as applicable, providing a Service hereunder, in its capacity as the provider of such Service.
“ AXA Recipient ” means any member of the AXA Group to whom a Service is being provided hereunder, in its capacity as the recipient of such Service.
“ Billing Statement ” has the meaning set forth in Section 3.3 .
“ Business Day ” means any day other than a Saturday, Sunday or day on which banks in New York, New York or Paris, France are authorized or required by Applicable Law to close.
“ Confidential Information ” means any and all information of, related to, or concerning the Party or any of its Subsidiaries disclosing such information to another Party or any other Party’s respective Subsidiaries, whether disclosed on or prior to the Effective Date, and whether disclosed in oral, written, electronic or optical form, including (i) any information relating to the business, financial or other affairs (including future plans, financial targets, trade secrets and know-how) of the disclosing Party or such Party’s Subsidiaries, (ii) the Intellectual Property of the disclosing Party or such Party’s Subsidiaries or (iii) any information of the disclosing Party or such Party’s Subsidiaries provided in a manner which reasonably indicates the confidential or proprietary nature of such information.
“ Disabling Procedures ” has the meaning set forth in Section 8.2(c) .
“ Disclosing Party ” has the meaning set forth in Section 8.1(a) .
“ Dispute ” means any dispute, controversy, difference or claim arising out of or in connection with this Agreement or the subject matter of this Agreement, including any questions concerning its existence, formation, validity, interpretation, performance, breach and termination.
“ Effective Date ” means the date of the closing of the IPO, provided that the closing of the IPO occurs on or by December 31, 2018.
“ Execution Date ” has the meaning set forth in the preamble.
“ Final Determination ” means, with respect to a Dispute as to indemnification for a Loss under this Agreement, (i) a written agreement between the parties to such Dispute resolving such Dispute, (ii) a final and non-appealable order or judgment entered by a court of competent jurisdiction resolving such Dispute or (iii) a final non-appealable determination rendered by an arbitration or like panel to which the parties submitted such Dispute that resolves such Dispute.
“ Governmental Authority ” means any federal, state, local, domestic or foreign agency, court, tribunal, administrative body, arbitration panel, department or other legislative, judicial, governmental, quasi-governmental entity or self-regulatory organization with competent jurisdiction.
“ Granting Party ” has the meaning set forth in Section 8.2(a) .
“ Indemnifying Party ” has the meaning set forth in Section 6.2 .
“ Indemnitee ” has the meaning set forth in Section 6.1 .
“ Intellectual Property ” means, in any and all jurisdictions throughout the world, any (i) patent rights, including all patents, pending patent applications (including all provisional applications, reissues, substitutions, continuations, continuations-in-part, divisions, renewals, and all patents granted thereon), and foreign counterparts of any of the foregoing; (ii) copyrights, mask works, and all registrations thereof and applications therefor; (iii) Trademarks; (iv) domain names and uniform resource locators associated with the internet, including registrations thereof and social media names and accounts; and (v) rights with respect to information and materials not generally known to the public and from which independent economic value is derived from such information and materials not being generally known to the public, including trade secrets and other confidential and proprietary information, including rights to limit the use or disclosure thereof by any Person.
“ IPO ” has the meaning set forth in the recitals.
“ Loss ” means any damages, losses, charges, liabilities, claims, demands, actions, suits, proceedings, payments, judgments, settlements, assessments, interest, penalties, and costs and expenses (including fines, penalties, reasonable attorneys’ fees and reasonable out of pocket disbursements).
“ Monthly Charge ” has the meaning set forth in Section 9.3(b) .
“ Notice of Dispute ” has the meaning set forth in Section 5.3(b) .
“ Obtaining Party ” has the meaning set forth in Section 7.3 .
“ Omitted Service ” has the meaning set forth in Section 2.2 .
“ Party ” has the meaning set forth in the preamble.
“ Person ” means any individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability entity, any other entity and any Governmental Authority.
“ Personally Identifiable Information ” means information that alone or in combination identifies, relates to or describes a particular individual, including, but not limited to, his or her name, signature (and facsimile thereof), Social Security number, date of birth, physical characteristics or description, street address, email address, telephone number, passport number, driver’s license or governmental identification card number, insurance policy number, education, employment, employment history, health or medical information, bank account number, credit card number, debit card number, any other financial information, or any other information that could be used to identify an individual, and encompasses personal information, “nonpublic personal information” and “personal health information” as those terms are defined under Privacy Laws.
“ Personnel ” means, with respect to any Service Provider, the employees and agents (including, but not limited to, subcontractors (if permitted by the underlying contract with respect to a Service)) of such Service Provider who are assigned to perform any Service provided by such Service Provider pursuant to this Agreement.
“ Privacy Laws ” means any state, federal, or international law or regulation governing the collection, use, disclosure and/or sharing of Personally Identifiable Information, including the European Union Directive 1995/46/EC; the European Union General Data Protection Regulation 2016/679; the applicable provisions of the U.S. Financial Services Modernization Act of 1999 (15 U.S.C. §§ 6801 et seq.); the U.S. Fair Credit Reporting Act (15 U.S.C. §§ 1681 et seq.); laws regulating unsolicited email communications; security breach notification laws; laws imposing minimum security requirements; laws requiring the secure disposal of records containing credit reports and other personal data; and all other similar international, federal, state, provincial and local requirements.
“ Project Card ” has the meaning set forth in Section 2.12(a) .
“ Project Leaders ” has the meaning set forth in Section 5.1(a) .
“ Providing Party ” has the meaning set forth in Section 7.3 .
“ Receiving Party ” has the meaning set forth in Section 8.1(a) .
“ Replacement Service ” has the meaning set forth in Section 2.4 .
“ Rules ” has the meaning set forth in Section 9.2 .
“ Security Breach ” has the meaning set forth in Section 8.2(f) .
“ Separation Committee ” has the meaning set forth in Section 5.2(a) .
“ Service Extension ” has the meaning set forth in Section 4.4 .
“ Service Fee ” means, with respect to each Service, the fee that the Service Recipient shall pay to the Service Provider or Third-Party Provider, as the case may be, in consideration for such Service, as provided in the column titled “ Service Fee ” in the applicable Schedules hereto or otherwise set forth in this Agreement.
“ Service Period ” means the frequency at which a Service is billed by a Service Provider (in the case of Services set forth in Schedule C and Schedule D and, as applicable, Schedule E ) or a Third-Party Provider (in the case of Services set forth in Schedule A , Schedule B and, as applicable, Schedule E ), as applicable (e.g., monthly, quarterly, annually or otherwise), consistent with billing practices prior to the Effective Date, as applicable.
“ Service Provider ” means the AXA Provider or the AEH Provider, as applicable.
“ Service Provider IP ” has the meaning set forth in Section 7.2(a) .
“ Service Recipient ” means the AXA Recipient or the AEH Recipient, as applicable.
“ Service Recipient IP ” has the meaning set forth in Section 7.2(b) .
“ Service Records ” means, with respect to any Service, all records, data, files and other information received or generated in connection with the provision of such Service.
“ Services ” means the services and other support set forth on Schedule A , Schedule B , Schedule C Schedule D , and Schedule E , as amended from time to time, including , Omitted Services, Additional Services and Replacement Services, provided or procured by one or more Service Providers, in each case (i) in accordance with the terms and conditions set forth in this Agreement and (ii) other than any Service which is terminated pursuant to this Agreement.
“ Steering Committee ” has the meaning set forth in Section 5.3(a) .
“ Subsidiary ” means, with respect to any Person, any other Person controlled by such Person. For purposes of this Agreement, none of AEH and its Subsidiaries shall be considered Subsidiaries of AXA or any of AXA’s Subsidiaries.
“ Systems ” has the meaning set forth in Section 8.2(a) .
“ Tax ” means any and all U.S. federal, state and local taxes, non-U.S. taxes, and other levies, fees, imposts, duties, tariffs and charges in the nature of a tax, together with any interest, penalties or additions to tax imposed in connection therewith or with respect thereto, imposed by any Governmental Authority or political subdivision thereof, including taxes imposed on, or measured by, income, franchise, profits or gross receipts, and including alternative minimum, add-on minimum, ad valorem, value added, sales, use, service, real or personal property, capital stock, license, registration, documentary, environmental, disability, payroll, withholding, employment, Social Security, workers’ compensation, unemployment compensation, utility, severance, production, excise, stamp, occupation, premium, windfall profits, transfer and gains taxes and customs duties.
“ Technology ” means tangible embodiments, whether in electronic, written or other media, of technology, including inventions, ideas, designs, documentation (such as bill of materials, build instructions, test reports and invention disclosure forms), schematics, layouts, reports, algorithms, routines, software (including source code and object code), data, databases, lab notebooks, equipment, processes, prototypes and devices.
“ Third-Party Claim ” means any assertion by a Person (including a Governmental Authority) who is not a member of the AEH Group or the AXA Group of any claim, or the commencement by any Person of any Action, against any member of the AEH Group or the AXA Group.
“ Third-Party Contract ” means the contract underlying any Service identified on Schedule A , Schedule B or, if applicable, Schedule E , between a Service Provider and a Third-Party Provider, as the same may be amended from time to time and any extension, replacement or renewal of any such contract.
“ Third-Party Provider ” has the meaning set forth in Section 2.6(a) .
“ Third-Party Provider IP ” has the meaning set forth in Section 7.2(c) .
“ Third-Party Recipient IP ” has the meaning set forth in Section 7.2(d) .
“ Trademarks ” means trademarks, service marks, logos and design marks, trade dress, trade names, and brand names, together with all goodwill associated with any of the foregoing, and all registrations thereof and applications therefor.
“ Transition Period ” means, with respect to any Service, the period beginning on the Effective Date and continuing until the end date described in Schedule A , Schedule B , Schedule C , Schedule D , or Schedule E , as amended from time to time pursuant to the amendment procedures set forth in Section 10.9 , and any extension to such end date in accordance with Article IV .
“ Transition Working Group ” has the meaning set forth in Section 5.1(a) .
Section 1.2      Interpretation .
(a)      Unless the context otherwise requires:
(i)      references contained in this Agreement to the preamble, to the recitals and to specific Articles, Sections, Subsections or Schedules shall refer, respectively, to the preamble, recitals, Articles, Sections, Subsections or Schedules to this Agreement;
(ii)      references to any agreement or other document are to such agreement or document as amended, modified, supplemented or replaced from time to time;
(iii)      references to any statute or statutory provision include all rules and regulations promulgated pursuant to such statute or statutory provision, in each case as such statute, statutory provision, rules or regulations may be amended, modified, supplemented or replaced from time to time;
(iv)      references to any Governmental Authority include any successor to such Governmental Authority;
(v)      the term “commercially reasonable efforts” shall not include an obligation by any Party or its Subsidiaries to take any action or inaction that would result in a breach by such Party or its Subsidiaries of any confidentiality, non-disclosure or similar arrangement or agreement to which it is a party;
(vi)      terms defined in the singular have a comparable meaning when used in the plural, and vice versa;
(vii)      the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement;
(viii)      the terms “Dollars” and “$” mean U.S. dollars;
(ix)      the terms “day” and “days” mean calendar days if not used in connection with the term “ Business Day ,” which has the meaning set forth in Section 1.1 ; and
(x)      wherever the word “include,” “includes” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation.”
(b)      In the event of any inconsistency between this Agreement and any Schedule hereto, the terms of such Schedule shall prevail.
(c)      The headings contained in this Agreement are for reference purposes only and do not limit or otherwise affect any of the provisions of this Agreement.
(d)      The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event of an ambiguity or a question of intent or interpretation, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
(e)      In this Agreement, any provision which applies “until” a specified date shall apply on such specified date, and shall cease to apply on the date immediately following such specified date.
ARTICLE II     
SERVICES AND PROCEDURES
Section 2.1      Provision of Services .
(a)      In accordance with the terms contained in this Agreement (including the Schedules hereto):
(i)      the applicable AXA Provider shall provide or procure the provision of the Services described on Schedule A to or for the applicable AEH Recipient;
(ii)      the applicable AEH Provider shall provide or procure the provision of the Services described on Schedule B to or for the applicable AXA Recipient;
(iii)      the applicable AXA Provider shall provide the Services described on Schedule C to the applicable AEH Recipient;
(iv)      the applicable AEH Provider shall provide the Services described on Schedule D to the applicable AXA Recipient; and
(v)      the applicable Service Provider shall provide or procure the provision of the Services described on Schedule E to or for the applicable Service Recipient.
(b)      Each Service Provider shall, and shall cause its Subsidiaries to, cooperate with the respective Service Recipient and its Subsidiaries in all matters necessary for, or in connection with, the provision of Services under this Agreement and the related Schedules, it being understood that the foregoing obligation to cooperate does not include any obligation for a Party or its Subsidiaries to alter its or their respective business strategy or to incur any expense.
(c)      The provision of information pursuant to Sections 4.1, 4.2, 4.5, 4.6 and 4.7 of the Shareholder Agreement between AEH and AXA, dated as of May 4, 2018, does not constitute provision of Services pursuant to this Agreement.
Section 2.2      Omitted Services . In the event that a Service Recipient requests that a Service Provider provide or, in the case of Schedule A , Schedule B or, as applicable, Schedule E , procure the provision of any service that was provided or procured during the 12-month period immediately prior to the Effective Date and that is reasonably necessary for the Service Recipient to carry on its business in the same or similar form in which such business was conducted during the 12-month period immediately prior to the Effective Date, but is not listed on the Schedules hereto (each, an “ Omitted Service ”), the applicable Service Provider shall provide or procure the provision of such Omitted Service to or for such applicable Service Recipient on terms to be negotiated by the Parties in good faith. In the event that an Omitted Service is so identified and requested, the Parties will enter into a written amendment to this Agreement, amending the applicable Schedule to reflect such Omitted Service, and such Omitted Service shall be deemed to be part of this Agreement and the Services from and after the effective date of such amendment; provided that any Omitted Services must be identified and requested by a Service Recipient no later than one hundred twenty (120) days from the Effective Date and the Parties shall work together in good faith to complete a Project Card for such Omitted Service. The Parties agree that services covered by this Section 2.2 shall not include any one-time projects provided prior to the Effective Date that the Parties would not have reasonably expected to be provided in the future.
Section 2.3      Additional Services . At any time after the Effective Date and during the term of this Agreement, a Service Recipient may request that a Service Provider provide or procure the provision of additional services hereunder (each, an “ Additional Service ”) by providing written notice of such request, it being understood that the Service Provider that receives such request may, in its sole discretion, decline to provide or procure the provision of such requested Additional Service. In the event that a Service Provider agrees to provide or procure the provision of an Additional Service, the Parties will enter into a written amendment to this Agreement, amending the applicable Schedule to reflect such Additional Service, and such Additional Service shall be deemed to be part of this Agreement and the Services from and after the effective date of such amendment; provided that the Service Fee for any Additional Service so agreed shall be equal to the Service Provider’s costs for providing or procuring the provision of such Additional Service.
Section 2.4      Replacement Services . If any Party is (i) unable to, or unable to continue to, provide or, in the case of Schedule A , Schedule B or, as applicable, Schedule E , procure the provision of any Service for which it is identified as the Service Provider on the Schedules hereto for any reason outside such Party’s control or (ii) prevented from providing or procuring any Service by reason of Section 2.5(b) , the Service Provider shall immediately notify the Service Recipient and shall use its, or shall cause its Subsidiaries to use their respective, commercially reasonable efforts and, to the extent applicable, negotiate in good faith, to promptly provide to, or, in the case of Schedule A , Schedule B or, as applicable, Schedule E , procure for, the applicable Service Recipient substantially equivalent services and support in accordance with the terms of this Agreement (such service and support, a “ Replacement Service ”).In the event that a Service Provider is required to provide or, in the case of Schedule A , Schedule B or, as applicable, Schedule E , procure a Replacement Service, the Parties will reasonably cooperate in good faith to revise the applicable Project Card pursuant to Section 2.12(a) and will enter into an amendment to this Agreement, amending the applicable Schedule to reflect such Replacement Service, and such Replacement Service shall be deemed to be part of this Agreement and the Services from and after the effective date of such amendment; provided , however , that the Service Fee is agreed upon in writing by the Parties.
Section 2.5      Standard of Performance; Scope of Service .
(a)      Except as explicitly set forth in any Schedule hereto, each Service Provider shall provide or procure the provision of the Services it has agreed to provide or procure hereunder (i) in good faith and with reasonable care, (ii) in a professional and workmanlike manner and (iii) in all material respects at least to the standard at which such Services were provided during the 12-month period immediately prior to the Effective Date, as applicable, in each case unless otherwise agreed to by the Parties in writing.
(b)      Notwithstanding anything to the contrary contained in this Agreement, no Service Provider shall be obligated to provide or procure the provision of, or cause any of its Subsidiaries to provide or procure the provision of, any Service to the extent the provision of such Service would violate (i) any agreement or license with a third party to which such Service Provider or any of its Subsidiaries is subject as of the Effective Date due to a change in the beneficial ownership of AEH or (ii) any Applicable Law. Each Service Provider shall use its commercially reasonable efforts and, to the extent applicable, negotiate in good faith, to make or obtain and maintain any approvals, agreements, permits, consents, waivers and licenses from any third parties that are necessary to permit any Party or its Subsidiaries to provide or procure the provision of the applicable Services under this Agreement; provided that any reasonable and documented out-of-pocket costs and expenses (if any) incurred by either Party in connection with obtaining such approvals, agreements, permits, consents, waivers and licenses shall be borne by the Service Recipient.
(c)      Subject to the terms of this Agreement, the Parties reserve the right, in their roles as Service Providers, to make reasonable changes to (i) the manner in which Services are provided, (ii) the location from which the Services are provided and (iii) the personnel involved in the provision of the Services, but in each case only the extent such changes do not result in a breach of the standard of performance set forth in this Section 2.5 . Further, no Party shall be obligated to acquire or maintain the ownership of any specific additional equipment or software, but only to the extent the failure to do so does not result in a breach of the standard of performance set forth in this Section 2.5 .
(d)      In the event that a Third-Party Contract underlying a Service expires during the term of this Agreement, the Party providing such Service and its Subsidiaries shall have no obligation to renew or renegotiate such Third-Party Contract.
Section 2.6      Third-Party Providers .
(a)      As specified in Section 2.1(a)(i) , Section 2.1(a)(ii) and Section 2.1(a)(v) , the applicable Service Providers shall provide or procure the provision of the Services described on Schedule A , Schedule B or, as applicable, Schedule E , respectively, each of which, as of the Effective Date, is provided by one or more third-party service providers (each, a “ Third-Party Provider ”); provided that each such Service Provider shall have the right to replace any Third-Party Provider listed on Schedule A , Schedule B or, as applicable, Schedule E with a different Third-Party Provider at any time in its sole discretion. For the avoidance of doubt, in the event of a material breach of the terms of this Agreement by a Service Provider as a result of the acts or omissions of a Third-Party Provider that cannot be cured, the Service Provider shall use its, or shall cause its Subsidiaries to use their respective, commercially reasonable efforts and, to the extent applicable, negotiate in good faith, to provide or procure a Replacement Service in accordance with Section 2.4 .
(b)      Each Service Provider shall continue to manage its relationships with any Third-Party Provider with at least the same standard of care as if the Third-Party Provider were supporting such Service Provider’s own businesses and in no event less than a reasonable standard of care.
Section 2.7      Liability for Third-Party Providers .
(a)      If a Service Provider breaches this Agreement as a result of the acts or omissions of a Third-Party Provider, the Service Provider’s liability is subject to the Section 9.3 limitations and caps on liability.
(b)      Notwithstanding the limitations in Section 2.7(a) , any amounts recovered by the Service Provider from a Third-Party Provider which are in relation to Losses incurred as a result of the acts or omissions of the Third-Party Provider shall be divided among the Service Provider and the Service Recipient in proportion to their Losses; provided , however , that any amounts paid over to the Service Recipient shall not exceed the amount of the Service Recipient’s Losses. For the avoidance of doubt: (i) any amounts paid over to the Service Recipient pursuant to this Section 2.7(b) are independent of and not to be part of any limitations or caps on the liability of the Parties as set forth in Section 9.3 and (ii) if the Service Provider’s commercially reasonable efforts to recover such amounts from a Third-Party Provider are unsuccessful, such a failure to recover any amounts is not a breach and is not a liability of the Service Provider.
(c)      Without prejudice to the Parties’ rights and obligations in relation to mitigation of losses at law or in equity, each Service Provider and Service Recipient shall use commercially reasonable efforts to mitigate the quantum of Losses and/or any other adverse consequences incurred or suffered by the Service Recipient as a result of the breach of a Third-Party Contract by a Third-Party Provider (to the extent a Party is aware of such breach).
Section 2.8      Change in Service . Any request for a change to a Service shall be submitted in writing by the requesting Party or its Subsidiaries to the other Party or its Subsidiaries describing the proposed change in reasonable detail. The Party or Subsidiary receiving such request shall respond to the request as soon as practicable and the Parties shall use commercially reasonable efforts to negotiate, for a period of up to thirty (30) days following the receiving Party or Subsidiary’s response, reasonably practicable terms for implementing such change, including any changes in fees, if applicable; provided that the applicable Party or Subsidiary receiving the request shall not have any obligation to agree to such request for a change to a Service.
Section 2.9      Service Provider’s Employees .
(a)      With respect to Services provided directly by a Service Provider to a Service Recipient (as opposed to Services provided by or through a Third-Party Provider), each Service Provider shall be responsible for selecting and supervising in good faith the Personnel who will perform any particular Service and performing all administrative support with respect to such Personnel. Each Service Provider shall be responsible for ensuring that the Personnel it selects to perform Services hereunder have all requisite licenses and qualifications required to render such Services.
(b)      No Party shall be obligated to (i) hire or cause any Service Provider to hire any additional employees, maintain the employment of any specific employee, or acquire additional equipment, software or other resources to provide the Services or (ii) retain, replace or increase the number of employees or Service Providers engaged in performing, or otherwise used in connection with the delivery of the Services; provided that in each case, failure to take the actions in clauses (i) and (ii) does not result in a breach of the standard of performance set forth in Section 2.5 .
(c)      No provision of this Agreement is intended or shall be deemed to have the effect of placing the management or policies of any Service Recipient under the control or direction of any Service Provider, or vice versa, including the management of any Personnel of any Service Provider.
Section 2.10      Availability of Information and Records; Audit .
(a)      Subject to Article VIII and to Applicable Law, each Service Recipient shall, or shall cause its Subsidiaries to, and on a timely basis, (i) make available to the applicable Service Provider all information reasonably requested by such Service Provider to enable such Service Provider to provide any of the applicable Services and (ii) provide such Service Provider with reasonable access to the Service Recipient’s premises and systems to the extent necessary for purposes of providing the applicable Services, subject to the Service Provider’s compliance with all policies and procedures, and other reasonable requirements and instructions, communicated by the Service Recipient regarding such access.
(b)      Each Party shall maintain and retain Service Records as may be required by, and in compliance with, Applicable Law and the underlying contract in respect of the Service provided. Subject to Applicable Law, the requirements of a Third-Party Contract and the preservation of any evidentiary privilege, if applicable, for the longer of the period of time a Party is required to maintain or retain Service Records as provided by Applicable Law or the underlying contract or the period of time during which Services are provided and six (6) years following termination of such Services, each Service Provider or Service Recipient shall, or shall cause its Subsidiaries to, do the following as promptly as practicable but in no event more than thirty (30) days following receipt of a reasonable, written request by a Service Recipient or Service Provider, as applicable, or such shorter period as may be required by Applicable Law: (i) provide the requesting Party or its designee with access to all available Service Records relating to the provision of any Services to a Service Recipient or from a Service Provider, as applicable and (ii) respond to the requesting Party’s or its designee’s questions and requests for information regarding the provision of any Services to a Service Recipient or from a Service Provider, as applicable. Each Party’s obligations under this paragraph will survive the termination of this Agreement, if applicable.
(c)      Following termination of this Agreement, and subject to Section 8.1 of this Agreement, each Party shall have the right to retain an archival copy of any records received under Section 2.10(b) to the extent required by Applicable Law or by reasonable record retention policies of the Service Provider or for the purpose of responding to regulatory requests or intraparty claims or fulfilling its obligations under Section 2.10(b) .
(d)      To the extent required by Applicable Law or a Governmental Authority, upon reasonable advance notice, a Service Recipient shall have the right to review and audit the applicable Service Provider’s compliance with this Agreement and the systems and procedures employed by such Service Provider in providing the Services. Any audit conducted pursuant to this Section 2.10(d) shall be conducted during normal business hours, shall employ reasonable procedures and methods as necessary and appropriate in the circumstances and shall not unreasonably interfere with the relevant Service Provider’s normal business operations. Each Service Provider shall use its commercially reasonable efforts to facilitate any audit conducted by a Service Recipient pursuant to this Section 2.10(d) ; provided that nothing shall require the applicable Service Provider or its Subsidiaries to provide any information or records to the extent (i) such provision would be prohibited by contract or Applicable Law or (ii) such information or records are legally privileged. In coordination with the Service Recipient, each applicable Service Provider shall use its commercially reasonable efforts to remedy in a commercially reasonable timeframe any material deficiencies determined by any audit conducted pursuant to this Section 2.10(d) . The Service Provider shall certify in writing to the Service Recipient the corrective action(s) taken and provide such additional information reasonably requested by the Service Recipient regarding such deficiencies and remedies therefor. Each Party shall bear its own costs with respect to any audits conducted pursuant to this Section 2.10(d) . Each Party’s obligations under this Section 2.10(d) will survive the termination of this Agreement; provided that the review and audit rights provided pursuant to this Section 2.10(d) are only available to the extent required by Applicable Law or a Governmental Authority.
(e)      Each Service Provider or Service Recipient shall, or shall cause its Subsidiaries to, as promptly as reasonably practicable but in no event more than thirty (30) days following receipt of a reasonable, written request by a Service Recipient or Service Provider, as applicable, or such shorter period as may be required by Applicable Law, (i) provide the requesting Party or its designee with access to all available Service Records, including information technology records, relating to the provision of any Service to a Service Recipient or from a Service Provider, as applicable, prior to the Effective Date and (ii) respond to the requesting Party’s or its designee’s questions and requests for information, including with respect to information technology matters, regarding the provision of any Service to a Service Recipient or from a Service Provider, as applicable, prior to the Effective Date, in each case to the extent such Service Records or information are in the applicable Service Provider’s or Service Recipient’s possession or can be reasonably obtained by such Service Provider or Service Recipient without undue burden or expense. Each Party’s obligations under this paragraph will survive the termination of this Agreement, if applicable.
Section 2.11      Disclaimer of Warranties . Except as otherwise set forth in this Agreement, (a) each Service Provider specifically disclaims all warranties of any kind, express or implied, arising out of or related to this Agreement, including any implied warranties of merchantability and fitness for a particular purpose, with respect to their respective Services, (b) each Service Provider makes no representations or warranties as to the quality, suitability or adequacy of the Services provided by the Service Provider or its Subsidiaries for any purpose or use and (c) no information or description concerning the Services, whether written or oral, shall in any way alter the Services to be provided under this Agreement, including the scope, level of service or other attributes with respect to any Service.
Section 2.12      Transition Support .
(a)      The Parties acknowledge that they have been working together to mutually agree upon a written project plan for each group of Services within a functional category identified on the Schedules hereto (each project plan, a “ Project Card ”). Each Project Card is intended to address (i) the actions the applicable Service Provider and Service Recipient shall take to operate independently of one another or otherwise replace or migrate away from the Services included in such functional category, (ii) any inter-dependence between the actions contained in any of the various Project Cards, (iii) timelines for the commencement and conclusion of the actions and separation activities described on the Project Card, including the start date, termination date and notice required for termination for each applicable Service, and (iv) any additional reasonable assistance any Party requires from the other in connection with completion of separation activities described on the Project Card. The Project Cards are not incorporated into or made part of this Agreement. The Parties agree to reasonably cooperate in good faith to revise the Project Cards as necessary based on changes in circumstances during the term of this Agreement. In the event that the Parties revise a Project Card in a manner that results in such Project Card contradicting the relevant Schedule hereto, the Parties will act in good faith consistent with the terms of this Agreement to consider whether an amendment to this Agreement is necessary or desirable. In the event an amendment is executed, it shall be deemed to be part of this Agreement and the Services from and after the effective date of such amendment.
(b)      Subject to any considerations with respect to the replacement of, or migration from, Services set forth in the Schedules, each Service Provider shall reasonably cooperate in good faith to facilitate each Service Recipient’s ability to operate independently of or otherwise replace or migrate away from each Service. Each Service Provider shall use commercially reasonable efforts to minimize (i) any disruption in connection with the receipt of Services, (ii) any quality degradation in connection with the Services and (iii) any cost to the applicable Service Recipient’s independent operation or replacement or migration away from each Service. No Service Provider shall be obligated to incur any out-of-pocket cost or expense in connection with any of the actions taken pursuant to this Section 2.12(b) unless otherwise agreed to by the Parties in writing.
Section 2.13      Exclusivity . This Agreement is not exclusive. Each Service Recipient shall be entitled to purchase the same or similar Services from any third party or may elect to internally provide any of the Services. In the event a Service Recipient elects to purchase the same or similar Services from a third party or elects to internally provide the Services, such Service Recipient shall notify the applicable Service Provider and terminate such Service pursuant to Section 4.2(b) .
ARTICLE III     
FEES AND PAYMENTS
Section 3.1      Fees for Services . In consideration for rendering the applicable Services pursuant to this Agreement and related Schedules, each Service Provider shall be entitled to receive a Service Fee as set forth on the applicable Schedule hereto. In the event that the applicable Service Provider or Service Recipient in good faith determines that the Service Fee for a Service needs to be revised in light of a material difference in the costs, including customary overhead allocation, actually incurred in providing the Service or any material changes anticipated as a result of changes in the scope of services or applicable requirements which the Service is intended to address, the Service Provider and Service Recipient will discuss in good faith whether an adjustment to such Service Fee is appropriate under the circumstances; provided , however , that no Party shall be obligated to agree to revisions to the Service Fee. In the event that the relevant Parties agree to an adjustment to the Service Fee, such Parties will enter into an amendment to this Agreement, amending the applicable Schedule to reflect such adjusted Service Fee, and such adjusted Service Fee shall be deemed to be part of this Agreement and the Services from and after the effective date of such amendment.
Section 3.2      Third-Party Costs . Without limiting the foregoing, unless otherwise set forth or reflected in the Schedules, each Service Recipient shall pay, or reimburse the applicable Service Provider for its payment of, all fees, costs and other expenses (including sales and service taxes), and any increases thereto, payable to a Third-Party Provider in connection with a Service provided to or, in the case of Schedule A , Schedule B or, as applicable, Schedule E , procured for such Service Recipient by the Service Provider.
Section 3.3      Billing Statements . Subject to Section 3.4 , within ten (10) days following the end of each Service Period, the Service Provider shall provide to the Service Recipient an invoice (the “ Billing Statement ”) setting forth the Service Fees payable by the Service Recipient to the Service Provider relating to expenses incurred in the immediately preceding Service Period. The Service Recipient shall remit the amount set forth on the Billing Statement within sixty (60) days of receipt thereof unless another time period is specified in the applicable Schedule hereto; provided that the Service Recipient shall not be required to pay the portion of any Billing Statement that is in dispute pursuant to Section 3.5 of this Agreement. For the avoidance of doubt, the Service Recipient shall be required to pay any undisputed portion of any Billing Statement within sixty (60) days of receipt of the Billing Statement. In the event of a quarterly, annual or longer Service Period, the Service Provider shall provide the Service Recipient with interim invoices setting forth to-date Service Fees as and to the extent agreed between such Parties.
Section 3.4      Direct Payments to Third-Party Providers . Where the Schedules hereto require the Service Recipient to pay a Service Fee directly to a Third-Party Provider, such Service Recipient shall be solely responsible for making such payment and the Service Provider shall not include such Service Fee on a Billing Statement unless the Service Fee was mistakenly billed to, and paid by, the Service Provider, in which case the Service Fee will be included on a Billing Statement pursuant to Section 3.3 .
Section 3.5      Disputes Over Billing Statements or Direct Payments .
(a)      The Service Recipient may contest any portion of a Billing Statement in good faith by giving written notice to the Service Provider of such Dispute on or prior to the applicable payment due date. As soon as reasonably practicable after receipt of any request from the Service Recipient, the Service Provider shall provide the Service Recipient with data and documentation supporting the calculations for any amounts included in the Billing Statement contested by the Service Recipient for purposes of verifying the accuracy of such calculation and such further documentation and information relating to the calculations of such Billing Statement as the Service Recipient may reasonably request. If the Service Provider and Service Recipient cannot resolve a Dispute over a Billing Statement, such Dispute shall be resolved pursuant to Article V and Section 9.1 of this Agreement. In the event such Dispute is resolved, the Service Recipient shall pay any outstanding and required amounts to the Service Provider within ten (10) days after the date such resolution occurs.
(b)      Where the Schedules hereto require the Service Recipient to pay a Service Fee directly to a Third-Party Provider, to the extent permitted under the Third-Party Contract, such Service Recipient shall resolve any dispute over a payment directly with the Third-Party Provider. The Service Provider shall reasonably cooperate in good faith to assist the Service Recipient in resolving any such dispute.
Section 3.6      Taxes .
(a)      Notwithstanding anything in this Agreement to the contrary, the Parties’ respective responsibilities for Taxes arising under or in connection with this Agreement shall be as set forth in this Section 3.6 .
(b)      Each Party shall be responsible for:
(i)      any personal property Taxes on property it uses, regardless of whether such property is owned or leased;
(ii)      franchise and privilege Taxes on its business;
(iii)      Taxes based on its net income or gross receipts; and
(iv)      Taxes based on the employment or wages of its employees, including Federal Insurance Contributions Act Taxes, Medicare, unemployment, worker’s compensation and other similar Taxes.
(c)      Each Service Provider shall be responsible for any sales, use, excise, value-added, services, consumption and other Taxes payable by such Service Provider on the goods or services used or consumed by such Service Provider in providing the Services.
(d)      Each Service Recipient shall be responsible for any sales, use, excise, value-added, services, consumption and other Taxes that are assessed on the provision of the particular Service to such Service Recipient, to the extent the Service Provider is not responsible for such Taxes pursuant to Section 3.6(c) .
(e)      Each Service Recipient will make all payments to the Service Provider under this Agreement without deduction or withholding for Taxes except to the extent that any such deduction or withholding is required by Applicable Law in effect at the time of payment. Any Tax required to be withheld on amounts payable under this Agreement will promptly be paid by the Service Recipient to the appropriate Governmental Authority, and the Service Recipient will furnish the Service Provider with proof of payment of such Tax. If a Service Recipient is required under Applicable Law to withhold any Tax from any payment made pursuant to this Agreement, the Service Recipient will pay such additional amounts as may be necessary in order that the Service Provider receives the full amount due hereunder as if there was no withholding Tax, except to the extent that the amount so withheld is attributable to the Service Provider’s failure to comply with the Service Recipient’s reasonable request to deliver properly completed and executed documentation contemplated by Section 3.6(f) .
(f)      The Parties shall cooperate with one another in good faith to determine and to minimize the Taxes described in Section 3.6(c) to Section 3.6(e) of this Agreement, including by providing reasonable documentation evidencing any available exemption from, or reduction of, any such Taxes.
ARTICLE IV     
TERM AND TERMINATION
Section 4.1      Term .
(a)      Each Service will be provided for the duration of the applicable Transition Period and will lapse automatically thereafter or at the time such Service is terminated prior to the expiration of the Transition Period in accordance with Section 4.2(a) or Section 4.2(b) ; provided that if a Third-Party Contract underlying a Service is renewed or extended on or prior to the date that is one (1) month following the expiration of the Transition Period, the Transition Period for such Service shall be automatically extended until the earlier of (i) the termination date of the renewed or extended Third-Party Contract, (ii) the date on which the Third-Party Provider is no longer contractually required to provide the Service to or for the Service Recipient pursuant to a divestiture clause or similar provision (if any) in the renewed or extended Third Party Contract and (iii) the date on which the applicable Service or the Agreement is terminated pursuant to Section 4.2 hereof.
(b)      In the case of a Service provided to or procured for a Service Recipient by a Service Provider pursuant to an underlying contract which prohibits the Service Provider or a Third-Party Provider from continuing to provide or procure such Service following a specified event or date such that termination will be required, the applicable Service Provider shall use commercially reasonable efforts to provide such Service Recipient with written notice of termination at least sixty (60) days prior to any such termination.
(c)      This Agreement shall terminate on the last date on which either Party is obligated to provide or procure any Service to or for the other Party in accordance with the terms of this Agreement and the Schedules; provided that if the Effective Date does not occur by December 31, 2018, this Agreement shall automatically terminate.
Section 4.2      Termination .
(a)      This Agreement may be terminated prior to the end of the term set forth in Section 4.1 :
(i)      Solely with respect to an individual Service, by any Party immediately upon the material breach of this Agreement related to such Service by the other or a Subsidiary of the other if such material breach is not cured within thirty (30) days after written notice thereof to the Party that is in material breach (or whose Subsidiary is in material breach);
(ii)      By any Party if required by Applicable Law or Governmental Authority having jurisdiction over such Party;
(iii)      By any Party immediately in the event the other Party (a) becomes insolvent, (b) is generally unable to pay, or fails to pay, its debts as they become due, (c) files, or has filed against it, a petition for voluntary or involuntary bankruptcy under any state, federal or foreign bankruptcy or insolvency law which is not dismissed within sixty (60) days thereafter, (d) makes or seeks to make a general assignment for the benefit of its creditors, or (e) applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property or business; or
(iv)      Upon the mutual written agreement of the Parties.
(b)      Except as otherwise specified in the Schedule for any particular Service, and subject to Section 4.2(c) , any particular Service (including any Omitted Service, Additional Service or Replacement Service) provided pursuant to this Agreement may be terminated prior to the end of the applicable Transition Period by the Service Recipient, as long as the Service Recipient provides the Service Provider written notice of such termination at least one hundred and eighty (180) days prior to any such termination, or such other written notice as set forth in the Schedules for such particular Service. In the event of termination of a particular Service under this Section 4.1(b) , the applicable Service Recipient shall only be responsible for the portion of the Service Fee that covers the portion of the Service provided or procured by the Service Provider through the effective date of the termination of such Service .
(c)      If the Service Recipient elects to terminate any particular Service pursuant to Section 4.2(b) , and the Service Provider reasonably determines and provides the Service Recipient with written notice prior to the termination of such Service that such termination will adversely affect the ability of any Service Provider to provide any other Service or portion of any other Service in any material respect, the Parties shall negotiate in good faith to amend the applicable Schedule relating to such affected continuing Service. If the Parties enter into an amendment to this Agreement, amending the applicable Schedule to reflect the affected Service, including any adjustments to the Service Fee, such amendment shall be deemed to be part of this Agreement and the Services from and after the effective date of such amendment. The applicable Service Provider and Service Recipient agree to each use their commercially reasonable efforts to minimize the impact of the termination of any Service on the remainder of this Agreement.
Section 4.3      Transition Support Following Termination . Following the termination or expiry of any particular Service, each Service Provider shall provide (or cause to be provided) to the relevant Service Recipient upon such Service Recipient’s request, at such Service Recipient’s sole cost and expense, any reasonable cooperation and assistance reasonably requested by the Service Recipient for the transition from Services to replacement services, whether such replacement services are to be provided by the Service Recipient or any other person, including without limitation allocating and providing commercially reasonable access to appropriate personnel and making available (or having made available) on a timely basis to such Service Recipient all non-privileged and non-confidential information and materials reasonably requested by the Services Recipient about the applicable Services and the information technology systems used in connection with the provision of such Services.
Section 4.4      Extension of Transition Period . In connection with the termination of any Service, if the Service Recipient reasonably determines that it will require such Service to continue beyond the applicable Transition Period, the Service Recipient may request that the Service Provider extend such Service (any such extension, a “ Service Extension ”) for a specified period beyond the scheduled termination of such Service by written notice to the Service Provider no less than thirty (30) days prior to the date of such scheduled termination, and the Service Provider shall consider any such request in good faith; provided , however , that no Service Provider shall be obligated to agree to any Service Extension, including because, after good faith negotiations between the applicable Service Provider and the Service Recipient, the applicable Service Provider and Service Recipient fail to reach an agreement with respect to the terms thereof; provided , further , that the Service Provider shall not be obligated to provide such Service Extension if a third-party consent is required and cannot be obtained by the Service Provider using commercially reasonable efforts; provided , further , that in no event shall a Service be extended pursuant to this Section 4.4 if the Third-Party Provider or Service Provider is no longer contractually permitted to provide such Service pursuant to the terms of the underlying contract governing the provision of the Service. In the event that a Service Provider agrees to provide a Service Extension, the Parties will reasonably cooperate in good faith to revise the applicable Project Card pursuant to Section 2.12(a) and will enter into an amendment to this Agreement, amending the applicable Schedule to reflect such Service Extension, including any adjustments to the Service Fee during the proposed extension, and such Service Extension shall be deemed to be part of this Agreement and the Services from and after the effective date of such amendment.
Section 4.5      Effect of Termination .
(a)      In the event of the termination of this Agreement as provided in this Article IV , this Agreement shall forthwith become void and have no further effect, except that Section 2.10(b) , Section 2.10(d) , Section 2.10(e) , this Section 4.5 , Section 7.1 and Section 7.3 and Article VI (to the extent provided in Section 6.3(f) ), Section 8.1 , Article IX and Article X shall survive the termination of this Agreement. Upon the termination of this Agreement, each Service Provider shall have no further obligation to provide, or cause to be provided, any of the Services, and each Service Recipient shall promptly pay all costs, expenses and fees in respect of Services provided prior to the termination of this Agreement (which costs shall be pro-rated where necessary). The termination of this Agreement will not terminate, affect or impair any rights, obligations, or liabilities of any Party that have accrued prior to the effective date of such termination or which under the terms of this Agreement continue after termination.
(b)      Upon the termination or expiration of any Service pursuant to this Agreement, the Service Provider shall have no further obligation to provide, or cause to be provided, such Service, and the Service Recipient shall promptly pay all costs, expenses and fees properly due in respect of such Service prior to the termination of this Agreement (which costs shall be pro-rated where necessary). The termination or expiration of any Service will not terminate, affect or impair any rights, obligations, or liabilities of any Party that have accrued prior to the effective date of such termination or which under the terms of this Agreement continue after termination.
ARTICLE V     
GOVERNANCE
Section 5.1      Transition Working Groups .
(a)      For each of (i) the group of Services listed on the Schedules hereto as being in the functional category of “Information Technology” and (ii) the group of Services listed on the Schedules hereto as being in a functional category other than “Information Technology”, AXA and AEH have established a joint transition working group (each, a “ Transition Working Group ”), which is comprised of at least (a) one (1) project leader from AXA, who shall have authority to act on the AXA Group’s behalf with respect to the relevant Services (the “ AXA Project Leader ”) and (b) one (1) project leader from AEH, who shall have authority to act on the AEH Group’s behalf with respect to the relevant Services (the “ AEH Project Leader ,” and together with the AXA Project Leader, the “ Project Leaders ”). The Project Leaders may appoint additional employees of AXA, AEH or their respective Subsidiaries with specific knowledge of and familiarity with the requirements of the Services to the applicable Transition Working Group.
(b)      Each Transition Working Group’s primary responsibilities include:
(i)      monitoring and coordinating the provision and receipt of the relevant Services;
(ii)      managing any issues arising from the relevant Services, including, but not limited to, using its commercially reasonable efforts to resolve Disputes with respect to the relevant Services, including Disputes involving invoices and the provision of Replacement Services, Additional Services or Omitted Services (if any); and
(iii)      overseeing the Parties’ progress in transferring from the relevant Services, including, but not limited to, ensuring that the applicable Service Providers and Service Recipients are taking the actions described on the Project Card and achieving key milestones in order to operate independently of one another or otherwise replace or migrate away from the relevant Services by the end of the Transition Period.
(c)      Each Transition Working Group will meet in person or through teleconference no less than twice per month during the Transition Period of the Service to discuss any matters relating to the Services for which it is responsible.
(d)      Each of AXA and AEH shall have the right at any time to replace its Project Leader by advising the other Party in writing (including by email) of such replacement.
Section 5.2      Separation Committees .
(a)      AXA and AEH will establish a separation committee (“ Separation Committee ”), which shall comprise (i) one (1) transition head from AXA who shall have authority to act on AXA’s behalf with respect to this Agreement and (ii) one (1) transition head from AEH, who shall have authority to act on AEH’s behalf with respect to this Agreement.
(b)      To the extent the Transition Working Group is unable to agree on a course of action with respect to a decision or Dispute arising under a Service, the Transition Working Group shall notify the Separation Committee in writing (including by email), and the Separation Committee will meet, in person or through teleconference, to take up such decision or Dispute; provided that the Separation Committee shall, as promptly as practicable but in no event later than ten (10) Business Days after receiving notice from the Transition Working Group, convene a meeting after receiving written notice (including by email) from a Transition Working Group that a decision or resolution of a Dispute is needed with respect to a Service. The Separation Committee shall use its commercially reasonable efforts to make such required decision or resolve such Dispute. To the extent the Separation Committee deems it appropriate, the Separation Committee may consult with and consider input from the applicable Transition Working Group in coming to any decision or resolving any Dispute with respect to a Service.
(c)      Each of AXA and AEH shall have the right at any time to replace its transition head on the Separation Committee by advising the other Party in writing (including by email) of such replacement.
Section 5.3      Steering Committee .
(a)      AXA and AEH will establish a steering committee (“ Steering Committee ”), which shall comprise (i) one (1) member of executive management with decision-making authority from AXA and (ii) one (1) member of executive management with decision-making authority from AEH.
(b)      To the extent the Separation Committee is unable to agree on a course of action with respect to a decision or Dispute arising under a Service, the Separation Committee shall notify the Steering Committee in writing (including by email) (such notice, a “ Notice of Dispute ”) and the Steering Committee will meet, in person or through teleconference, to address such decision or Dispute; provided that the Steering Committee shall, as promptly as practicable but in no event later than five (5) Business Days after receiving notice from the Separation Committee, convene a meeting after receiving written notice (including by email) from the Separation Committee that a decision is needed with respect to a Service. The Steering Committee shall use its commercially reasonable efforts to make such required decision or resolve such Dispute by unanimous agreement. To the extent the Steering Committee deems it appropriate, the Steering Committee may consult with and consider input from the Separation Committee and the applicable Transition Working Group in coming to any decision or resolving any Dispute with respect to a Service.
(c)      Each AXA and AEH shall have the right at any time, and from time to time, to replace its executive management member of the Steering Committee by advising the other Parties in writing (including by email) of such replacement.
ARTICLE VI     
INDEMNIFICATION
Section 6.1      Indemnity . Subject to the exclusions from liability in Section 9.3(a) , the Service Provider and the Service Recipient agree to indemnify and hold harmless the other and their respective Subsidiaries, and each of their respective directors, officers, employees and agents, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “ Indemnitees ”), from and against any and all Losses of the Indemnitees relating to, arising out of or resulting from any breach by a Party or its Subsidiaries, of this Agreement or the Schedules, to the extent caused by, resulting from or arising out of or in connection with the other Party’s or any of its Subsidiaries’ infringement, misappropriation or violation of Intellectual Property of a third party in connection with the provision or receipt of Services under this Agreement; provided that the Service Provider shall have no liability under this Section 6.1 with respect to any infringement, misappropriation or violation of Intellectual Property of a third party to the extent such claim is based upon or related to (i) Services that have been modified by the Service Recipient (to the extent such claim is based on the modification), (ii) use of the Services in conjunction or combination with any software, data or other materials not provided by the Service Provider of the Services and (iii) use of the Services in a manner or for any purpose other than as directed by the Service Provider or as expressly permitted by this Agreement.
Section 6.2      Procedure for Indemnification of Third-Party Claims .
(a)      Notice of Claim . If, at or following the Effective Date, any Indemnitee shall receive notice or otherwise learn of a Third-Party Claim with respect to which another Party (an “ Indemnifying Party ”) may be obligated to provide indemnification to such Indemnitee pursuant to Section 6.1 , such Indemnitee shall give such Indemnifying Party written notice thereof as soon as practicable but in any event within twenty (20) days (or sooner if the nature of the Third-Party Claim so requires) of becoming aware of such Third-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail, including the facts and circumstances giving rise to such claim for indemnification, and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 6.2(a) shall not relieve the related Indemnifying Party of its obligations under this Article VI , except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice and then only to the extent of such prejudice.
(b)      Control of Defense . An Indemnifying Party may elect to defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third- Party Claim. Within twenty (20) days after the receipt of notice from an Indemnitee in accordance with Section 6.2(a) (or sooner, if the nature of such Third-Party Claim so requires), the Indemnifying Party shall notify the Indemnitee of its election as to whether the Indemnifying Party will assume responsibility for defending such Third-Party Claim. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Party Claim, such Indemnitee shall have the right to employ separate counsel and to monitor and participate in (but not control) the defense, compromise or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee, except that the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnitee (i) for any period during which the Indemnifying Party has not assumed the defense of such Third-Party Claim (other than during any period in which the Indemnitee shall have failed to give notice of the Third-Party Claim in accordance with Section 6.2(a) and (ii) if a conflict exists between the positions of the Indemnifying Party and the Indemnitee, as reasonably determined in good faith by the Indemnitee, and the Indemnitee believes it is in the Indemnitee’s best interest to obtain independent counsel. The Party controlling the defense of any Third-Party Claim shall keep the non-controlling Party advised of the status thereof and shall consider in good faith any recommendations made by the non-controlling Party with respect thereto.
(c)      If an Indemnifying Party elects not to assume responsibility for defending a Third-Party Claim, or fails to notify an Indemnitee of its election as provided in Section 6.2(b) , such Indemnitee may defend such Third-Party Claim at the cost and expense of the Indemnifying Party.
(d)      If an Indemnifying Party elects to assume the defense of a Third-Party Claim in accordance with the terms of this Agreement, the Indemnitee shall agree to any settlement, compromise or discharge of such Third-Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third-Party Claim and that releases the Indemnitee completely in connection with such Third-Party Claim; provided that Indemnitee shall not be required to admit any fault.
(e)      No Indemnifying Party shall consent to an entry of any judgment or enter into any settlement of any Third-Party Claim without the consent of the applicable Indemnitee or Indemnitees if the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly, against any Indemnitee.
(f)      Whether or not the Indemnifying Party assumes the defense of a Third-Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent which shall not be unreasonably withheld.
Section 6.3      Additional Matters .
(a)      Notice of Direct Claims . Any claim on account of a Loss that does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party as soon as practicable but in any event within twenty (20) days after becoming aware of such claim; provided that the failure of any Indemnitee to give notice as provided in this Section 6.3(a) shall not prejudice the ability of the Indemnitee to do so at a later time except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice and then only to the extent of such prejudice. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such Party as contemplated by this Agreement.
(b)      Subrogation . In the event of payment by or on behalf of any Indemnifying Party to any Indemnitee in connection with any Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right, defense or claim relating to such Third-Party Claim against any claimant or plaintiff asserting such Third-Party Claim or against any other Person. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim.
(c)      Substitution . In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or Indemnifying Party shall so request, the Parties shall endeavor to substitute the Indemnifying Party for the named defendant, or add the Indemnifying Party as an additional named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in Section 6.2 and this Section 6.3 , and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts’ fees and all other external expenses), the costs of any judgment or settlement and the cost of any interest or penalties relating to any judgment or settlement other than costs arising as a result of the negligence of the defendant.
(d)      Good Faith . Subject to the other provisions of this Article VI , each Indemnitee shall act in good faith, and will make the same decisions in the use of personnel and the incurring of expenses as it would make if it were engaged and acting entirely at its own cost and for its own account regarding the conduct of any proceedings or the taking of any action for which indemnification may be sought.
(e)      Duty to Mitigate . Each Indemnitee shall use its commercially reasonable efforts to mitigate any Loss that is subject to indemnification pursuant to the provisions of Section 6.1 . In the event an Indemnitee fails to so mitigate a Loss, the Indemnifying Party shall have no liability for any portion of such Loss that reasonably could have been avoided had the Indemnitee made such efforts.
(f)      Survival . Notwithstanding anything to the contrary herein, each Party’s obligations under this Article VI with respect to a particular Service will survive the termination of such Service for a period of one (1) year following such termination.
Section 6.4      Payments . The Indemnifying Party shall pay all amounts payable pursuant to this Article VI , by wire transfer of immediately available funds, promptly following receipt from an Indemnitee of a bill, together with all accompanying reasonably detailed back-up documentation, for a Loss that is the subject of indemnification under this Agreement, unless the Indemnifying Party in good faith disputes the Loss, in which event it shall so notify the Indemnitee. In any event, the Indemnifying Party shall pay to the Indemnitee, by wire transfer of immediately available funds, the amount of any Loss for which the Indemnifying Party is liable under this Agreement no later than three (3) Business Days or any longer period of time mutually agreed to by the relevant Parties in writing following any Final Determination of any dispute with respect to such Loss finding the Indemnifying Party’s liability therefor. All payments made pursuant to this Article VI shall be made in U.S. dollars.
ARTICLE VII     
INTELLECTUAL PROPERTY
Section 7.1      Ownership of Intellectual Property . Ownership of any Intellectual Property developed or generated after the Execution Date by or on behalf of any Party in connection with any Service shall vest in the developing or generating Party other than (a) Intellectual Property constituting an improvement or derivative work of a Party’s pre-existing or independently developed Intellectual Property, which shall be owned by such Party, (b) Intellectual Property constituting an improvement or derivative work of third-party Intellectual Property licensed to a Party, which shall be owned as specified in the applicable contract between such Party and such third party, (c) any Intellectual Property owned by a third party pursuant to an underlying contract with respect to a Service, which shall be owned as specified in the applicable contract between the relevant Party and such third party, (d) Intellectual Property developed as a Service, where such development and Intellectual Property to be developed is expressly described as part of such Service, which shall be owned by the applicable Service Recipient and (e) any Trademarks based on, derived from or that incorporate any Trademarks licensed to AEH, which Trademarks will be owned by AXA. Each of AXA and AEH agrees to assign, and hereby assigns, all of its right, title and interest in any such Intellectual Property developed or generated after the Execution Date by or on behalf of AXA, AEH or their respective Subsidiaries, as applicable, in accordance with the terms of this Section 7.1 .
Section 7.2      Licensing of Intellectual Property .
(a)      To the extent that, in connection with its provision of any Service, any Service Provider provides any Service Recipient with access to any Technology the receipt of which would, in the absence of a license from the Service Provider, infringe or misappropriate any Intellectual Property (excluding Trademarks) owned and licensable by the Service Provider (collectively, “ Service Provider IP ”), then the Service Provider hereby grants to the applicable Service Recipient, during the term of this Agreement, a non-exclusive, revocable, personal, non‑transferable, royalty-free, fully paid-up license, under such Service Provider IP, solely to the extent necessary for the applicable Service Recipient to receive such Services in accordance with this Agreement, which license may be sublicensed solely to the extent needed for such Service Recipient to receive such Services.
(b)      To the extent that, in connection with the provision of any Service, any Service Recipient provides any Service Provider with access to any Technology the receipt of which would, in the absence of a license from the Service Recipient, infringe or misappropriate any Intellectual Property (excluding Trademarks) owned and licensable by the Service Recipient (collectively, “ Service Recipient IP ”), then the Service Recipient hereby grants to the applicable Service Provider, during the term of this Agreement, a non-exclusive, revocable, personal, non‑transferable, royalty-free, fully paid-up license, under such Service Recipient IP, solely to the extent necessary for the applicable Service Provider to provide such Services in accordance with this Agreement, which license may be sublicensed solely to the extent needed for such Service Provider to provide such Service.
(c)      To the extent that, in connection with its provision of any Service, any Service Provider provides any Service Recipient with access to any Technology the Intellectual Property rights in which are not owned by such Service Provider but which are licensed by a third party to such Service Provider with a right of such Service Provider to grant a sublicense as set forth herein (“ Third-Party Provider IP ”), such Service Provider hereby grants to such Service Recipient, during the term of this Agreement, a non-exclusive, revocable, personal, non‑transferable, royalty-free, fully paid-up sublicense, under such Third-Party Provider IP, to use such Technology, and to further sublicense, solely to the extent such grant would not breach or otherwise violate any agreement between such Service Provider with any third party and solely to the extent necessary for such Service Recipient to receive such Services in accordance with this Agreement; provided that such Service Recipient’s access to, use of and rights for such Third-Party Provider IP shall be subject in all regards to any restrictions, limitations or other terms or conditions imposed by the licensor of such Third-Party Provider IP, which terms and conditions will be provided to the applicable Service Recipient by the applicable Service Provider to the extent permitted by such terms and conditions.
(d)      To the extent that, in connection with its provision of any Service, any Service Recipient provides any Service Provider with access to any Technology the Intellectual Property rights in which are not owned by such Service Recipient but which are licensed by a third party to such Service Recipient with a right of such Service Recipient to grant a sublicense as set forth herein (“ Third-Party Recipient IP ”), such Service Recipient hereby grants to such Service Provider, during the term of this Agreement, a non-exclusive, revocable, personal, non-transferable, royalty-free, fully paid-up sublicense, under such Third-Party Recipient IP, to use such Technology, and to further sublicense, solely to the extent such grant would not breach or otherwise violate any agreement between such Service Recipient with any third party and solely to the extent necessary for such Service Provider to provide such Services in accordance with this Agreement; provided that such Service Provider’s access to, use of and rights for such Third-Party Recipient IP shall be subject in all regards to any restrictions, limitations or other terms or conditions imposed by the licensor of such Third-Party Recipient IP, which terms and conditions will be provided to the applicable Service Provider by the applicable Service Recipient to the extent permitted by such terms and conditions.
(e)      Upon the termination or expiration of any Service pursuant to this Agreement, the license or sublicense, as applicable, to the relevant Intellectual Property granted hereunder in connection with such Service will automatically terminate (except to the extent such license or sublicense also applies to one or more Services that has not terminated or expired); provided , however , that all licenses and sublicenses granted hereunder shall terminate immediately upon the expiration or earlier termination of this Agreement for any reason.
Section 7.3      Ownership of Data . Any and all data, documents and other records originally provided by or on behalf of any Party or any of such Party’s Subsidiaries (collectively, the “ Providing Party ”) to another Party or any of its Subsidiaries (collectively, the “ Obtaining Party ”) in connection with the provision of the Services shall be and remain the exclusive property of such Providing Party. The Providing Party may at any time request that the Obtaining Party (a) deliver such data, documents and records in the format provided by the Providing Party, together with information codes and tools necessary to reasonably process such data and records; and (b) delete and otherwise destroy such Providing Party data, documents and other records permanently, except to the extent the Obtaining Party is required by Applicable Law or its internal document retention policies to retain a copy for its records or to the extent any such data, documents and other records are included in internal board, board committee or senior executive meeting papers; provided , however , that in the case of data, documents or other records provided by a Service Recipient to a Service Provider, upon such deletion or destruction, the Service Provider shall not be obligated to continue to provide any Service to the extent the use of the data, documents and/or other records the Service Recipient requested to be deleted or destroyed is necessary to provide such Service. Notwithstanding anything to the contrary in this paragraph, the Obtaining Party may retain copies of any and all data, documents and/or other records to the extent that it forms part of the Obtaining Party’s permanent archival back-up media; provided , however , that any such data, documents and/or other records retained pursuant to this sentence shall be subject to confidentiality obligations set forth in Article VIII of this Agreement.
ARTICLE VIII     
CONFIDENTIALITY; SYSTEMS SECURITY
Section 8.1      Confidentiality .
(a)      Subject to Section 8.1(c) , from and after the Effective Date, each Party that receives or obtains Confidential Information, or whose Subsidiaries receive or obtain Confidential Information (collectively, the “ Receiving Party ”), from another Party or any of its Subsidiaries (collectively, the “ Disclosing Party ”) as a result of the transactions and Services contemplated by this Agreement shall treat such Confidential Information as confidential, shall use such Confidential Information only for the purposes of performing or giving effect to this Agreement, shall not disclose or use any such Confidential Information except as provided herein and shall take reasonably necessary steps designed to ensure that its directors, officers, employees, agents and representatives do not disclose or use any such Confidential Information except as provided herein.
(b)      Each Service Provider shall have the right to disclose Confidential Information to any Third-Party Provider to the extent reasonably required for such Service Provider to provide or procure the Services in the manner required by this Agreement; provided that such disclosure shall be made under confidentiality terms and conditions that are no less stringent than the provisions of this Section 8.1 .
(c)      Section 8.1(a) shall not prohibit the disclosure or use of any Confidential Information if and to the extent:
(i)      the disclosure or use is required by Applicable Law or for the purpose of any judicial or administrative proceedings ( provided that to the extent practicable and permitted by Applicable Law, prior to such disclosure or use, the Receiving Party shall (a) promptly notify the Disclosing Party of such requirement and provide the Disclosing Party with a list of Confidential Information to be disclosed (unless the provision of such notice is not permissible under Applicable Law) and (b) reasonably cooperate in obtaining a protective order covering, or confidential treatment for, such Confidential Information);
(ii)      the disclosure is to any Governmental Authority having jurisdiction over the Receiving Party in connection with supervisory discussions with, and examinations by, such Governmental Authority;
(iii)      the Confidential Information is or becomes generally available to the public (other than as a result of an unauthorized disclosure, whether direct or indirect, by the Receiving Party); provided that there is written evidence of the public availability of such Confidential Information;
(iv)      the Confidential Information is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party ( provided that such sources are not known by the Receiving Party to be subject to another confidentiality obligation; and provided , further , that there is evidence in the Receiving Party’s written records of the source of such Confidential Information); or
(v)      the disclosure or use of such Confidential Information is made with the Disclosing Party’s prior written approval.
(d)      Each Party’s Confidential Information shall remain the property of that Party. Each Party shall use at least the same degree of care, but in any event no less than a reasonable degree of care, to prevent disclosing to third parties the Confidential Information of any other Party as it employs to avoid unauthorized disclosure, publication or dissemination of its own information of a similar nature.
(e)      Upon the termination of this Agreement, the Receiving Party agrees to return all such Confidential Information in its possession, custody and control. In lieu of returning such information, the Receiving Party may, at its election, provide the Disclosing Party with a written certification that any and all Confidential Information disclosed under this Agreement has been destroyed or otherwise rendered inaccessible, unreadable or unavailable.
Section 8.2      Systems Security and Breach Notification .
(a)      If any Party or any of its respective Subsidiaries has or is given access to the computer system(s), facilities, networks (including voice or data networks) or software (collectively, “ Systems ” and such Party, together with its Subsidiaries, the “ Accessing Party ”) used by another Party or any of such other Party’s Subsidiaries (such other Party and its Subsidiaries, the “ Granting Party ”) in connection with the provision of the Services, the Accessing Party shall comply with the Granting Party’s written information security standards (including any policies, procedures, requirements and instructions) as they exist at the time the Accessing Party is accessing the Systems, which shall be provided by the Granting Party upon execution of this Agreement and prior to the Accessing Party being granted access to the Granting Party’s Systems, with the Granting Party to timely provide the Accessing Party with any material updates to such standards.
(b)      The Accessing Party will not tamper with, compromise or circumvent any security or audit measures employed by the Granting Party. The Accessing Party shall take reasonable measures designed to ensure that (i) it permits only those of its personnel who are specifically authorized by the Granting Party to access the Granting Party’s Systems and (ii) its personnel are prohibited from permitting or causing the unauthorized destruction, alteration or loss of information contained therein. In addition, a material failure to comply with the Granting Party’s security standards shall be a breach of this Agreement, and the Parties shall work together to rectify any such failure to comply with the Granting Party’s security standards. If any breach of the Granting Party’s security standards is not rectified within a reasonable time frame to be promptly agreed upon by the parties in the circumstances of the breach, then the Granting Party shall be entitled to immediately terminate the Services to which the breach relates or, if it relates to all the Services that the Granting Party receives or provides, as applicable, the non-breaching Party shall be entitled to immediately terminate the Agreement in its entirety.
(c)      The Accessing Party represents, warrants and covenants to the Granting Party that it shall take measures reasonably designed to ensure that all software code, any related deliverables and any data or information input into any Systems in connection with the Services does not and will not contain any program, routine, device, code, instructions (including any code or instructions provided by third parties) or other undisclosed feature, including a time bomb, virus, software lock, drop-dead device, malicious logic, worm, Trojan horse, spyware, ransomware, bug, error, defect or trap door, that is capable of (or has the effect of allowing any untrusted party to be capable of) accessing, modifying, deleting, damaging, disabling, deactivating, interfering with or otherwise harming the Services or any of the Granting Party’s Systems, data or other electronically stored information (collectively, “ Disabling Procedures ”).
(d)      Notwithstanding any other limitations in this Agreement, each Accessing Party agrees to notify the applicable Granting Party immediately upon discovery of any Disabling Procedures that are or reasonably suspected to be included in the Services or related deliverables, and if Disabling Procedures are discovered or reasonably suspected to be present therein, the Accessing Party shall immediately take all actions reasonably necessary, at its own expense, to identify and eradicate (or equip the other Party to identify and eradicate) such Disabling Procedures and carry out any recovery necessary to remedy any adverse impact of such Disabling Procedures.
(e)      In the event the Receiving Party has access to, control over, or custody of the Disclosing Party’s Personally Identifiable Information, the following terms shall apply:
(i)      The Receiving Party represents and warrants that it shall take measures reasonably designed to ensure that its collection, access, use, storage, disposal and disclosure of Personally Identifiable Information complies with all applicable Privacy Laws.
(ii)      The Receiving Party shall establish and maintain for the duration of this Agreement or the duration of its access to Personally Identifiable Information (whichever occurs later), policies and procedures consistent with reasonable practice within the insurance industry and reasonably designed to be compliant with all applicable Privacy Laws to protect Personally Identifiable Information. Such policies and procedures shall include administrative, technical and physical safeguards that are commensurate with the scope of the services and/or the sensitivity of Personally Identifiable Information shared by the Disclosing Party under this Agreement. In addition, the Receiving Party’s policies shall be reasonably designed to protect against any anticipated threats or hazards to the security or integrity of such Personally Identifiable Information, protect against unauthorized access to or use of Personally Identifiable Information that could result in substantial harm or inconvenience to the Disclosing Party and ensure the proper disposal of Personally Identifiable Information.
(f)      Subject to any applicable Privacy Laws, the Receiving Party shall notify the Disclosing Party within two (2) Business Days of confirmation of the occurrence of any incident that compromises the security, confidentiality, availability or integrity of the Disclosing Party’s Confidential Information or Personally Identifiable Information where such Confidential Information or Personally Identifiable Information is controlled by or located within the paper or physical files, networks, drives, cloud based solutions or other storage media or mechanism of the Receiving Party (a “ Security Breach ”). Upon confirming the occurrence of any Security Breach, the Receiving Party will promptly and at its sole expense investigate and remediate such Security Breach, and provide written updates and information regarding said investigation and remediation to the Disclosing Party on a timely and regular basis, including information sufficient to permit the Disclosing Party to understand the type of information involved, the mechanism through which the security, confidentiality and integrity of the Disclosing Party’s information was comprised and to determine whether notice to any affected individuals, corporations or groups is required by law. The Parties further agree to coordinate in good faith on developing the content of any public statements related to the Security Breach, and on the content of any notice required to be given to affected individuals or law enforcement or regulatory agencies under one or more Privacy Laws.
(g)      If at any time the Granting Party determines that any personnel of the Accessing Party has sought to circumvent or has circumvented the Granting Party’s security standards or other security or audit measures or that any personnel of the Accessing Party has permitted or caused an unauthorized person to access or have access to the Granting Party’s Systems, including by engaging in activities that may lead to a Security Breach, the Granting Party may immediately terminate any such person’s access to the Systems and, if such person’s access is terminated, shall immediately notify the Accessing Party.
(h)      The Receiving Party agrees to permit the Disclosing Party and its appropriate regulatory auditors to audit the Receiving Party’s compliance with this Section 8.2 during regular business hours upon reasonable written notice to the Receiving Party; provided that any audit by the Disclosing Party shall employ reasonable procedures and methods as necessary and appropriate in the circumstances and shall not unreasonably interfere with the Receiving Party’s normal business operations.
ARTICLE IX     
DISPUTE RESOLUTION; LIMITATION OF LIABILITY
Section 9.1      Resolution Procedure .
(a)      The resolution of any Dispute that arises between or among the Parties shall be resolved pursuant to the governance structure provided in Article V hereof; provided that to the extent the Steering Committee is unable to resolve a Dispute within thirty (30) days of receiving a Notice of Dispute, the dispute resolution process shall proceed as provided in Section 9.2 .
(b)      Notwithstanding anything else contained herein, any Party shall have the right to commence arbitration at any time after the expiration of thirty (30) days after service of the Notice of Dispute under Section 5.3(b) . Any disputes concerning the propriety of the commencement of the arbitration shall be finally settled by the arbitral tribunal.
Section 9.2      Arbitration . Any Dispute referred to arbitration shall be finally resolved according to the following rules of arbitration:
(a)      The arbitration shall be administered by the American Arbitration Association (the “ AAA ”) under its Commercial Arbitration Rules then in effect (the “ Rules ”) except as modified herein. The seat of the arbitration shall be New York, New York and it shall be conducted in the English language.
(b)      There shall be three (3) arbitrators of whom each Party shall select one within fifteen (15) days of respondent’s receipt of claimant’s request for arbitration. The two Party-appointed arbitrators shall select a third arbitrator to serve as Chair of the tribunal within fifteen (15) days of the selection of the second arbitrator. If any arbitrator has not been appointed within the time limits specified herein, such appointment shall be made by the AAA in accordance with the Rules upon the written request of either Party within fifteen (15) days of such request. The hearing shall be held no later than one-hundred-and-twenty (120) days following the appointment of the third arbitrator.
(c)      The arbitral tribunal shall permit prehearing discovery that is relevant to the subject matter of the dispute and material to the outcome of the case, taking into account the Parties’ desire that the arbitration be conducted expeditiously and cost effectively. All discovery shall be completed within sixty days (60) of the appointment of the third arbitrator.
(d)      By agreeing to arbitration, the Parties do not intend to deprive a court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment, or other order in aid of arbitration proceedings and the enforcement of any award. Without prejudice to such provisional remedies as may be available under the jurisdiction of a court, the arbitral tribunal shall have full authority to grant provisional remedies, to direct the Parties to request that any court modify or vacate any temporary or preliminary relief issued by such court, and to award damages for the failure of any Party to respect the arbitral tribunal’s orders to that effect. The Parties agree that any ruling by the arbitral tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. The Parties hereby irrevocably submit to the jurisdiction of the courts of the State of New York solely in respect of any proceeding relating to or in aid of an arbitration under this Agreement. Each Party unconditionally and irrevocably waives any objections which they may have now or in the future to the jurisdiction of such courts for this purpose, including objections by reason of lack of personal jurisdiction, improper venue, or inconvenient forum. Nothing in this paragraph limits the scope of the Parties’ agreement to arbitrate or the power of the arbitral tribunal to determine the scope of its own jurisdiction.
(e)      The award shall be in writing, shall state the findings of fact and conclusions of law on which it is based, shall be final and binding and shall be the sole and exclusive remedy between the Parties regarding any claims, counterclaims, issues, or accounting presented to the arbitral tribunal. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. § 1 et seq., and judgment upon any award may be entered in any court having jurisdiction of the award or having jurisdiction over the relevant Party or its assets. The Parties hereby irrevocably waive any defense on the basis of forum non conveniens in any proceedings to enforce an arbitration award rendered by a tribunal constituted pursuant to this Agreement. The Parties undertake to carry out any award without delay.
(f)      The Parties will bear equally all fees, costs, disbursements and other expenses of the arbitration, and each Party shall be solely responsible for all fees, costs, disbursements and other expenses incurred in the preparation and prosecution of their own case; provided that in the event that a Party fails to comply with the orders or decision of the arbitral tribunal, then such noncomplying Party shall be liable for all costs and expenses (including attorney fees) incurred by the other Party in its effort to obtain either an order to compel, or an enforcement of an award, from a court of competent jurisdiction.
(g)      The arbitral tribunal shall have the authority, for good cause shown, to extend any of the time periods in this arbitration provision either on its own authority or upon the request of any of the Parties. The arbitral tribunal shall be authorized in its discretion to grant pre-award and post-award interest at commercial rates. The arbitral tribunal shall have no authority to award punitive, exemplary or multiple damages or any other damages not measured by the prevailing Parties’ actual damages. The arbitral tribunal shall have the authority to order specific performance or to issue any other type of temporary or permanent injunction.
(h)      All notices by one Party to the other in connection with the arbitration shall be in accordance with the provisions of Section 10.1 hereof, except that all notices for a request for arbitration made pursuant to this Article IX must be made by personal delivery or receipted overnight courier. This agreement to arbitrate shall be binding upon the successors and permitted assigns of each Party. This Agreement and the rights and obligations of the Parties shall remain in full force and effect pending the award in any arbitral proceeding hereunder.
Section 9.3      Limitations on Liability .
(a)      Consequential and Other Damages . Except as otherwise set forth in Section 9.3(c) , neither Party shall be liable, whether in contract, in tort (including negligence and strict liability), breach of warranty or otherwise, for any special, indirect, incidental, punitive, exemplary, consequential or similar damages which in any way arise out of, relate to, or are a consequence of, its performance or nonperformance hereunder, or the provision of or failure to provide any Service hereunder.
(b)      Limitation of Liability . Except as otherwise set forth in Section 9.3(c) , (i) each Party’s aggregate liability to the other in respect of a Service shall be limited to an amount equal to 12 times the Monthly Charge for such Service, where “ Monthly Charge ” means the amount of Service Fees paid for the first full calendar month (which shall include any amounts invoiced directly to the Service Recipient by a Third-Party Provider in that month) of the relevant Service giving rise to the claim and (ii) each Party’s aggregate liability to the other in connection with this Agreement shall be limited to an amount equal to three times (3X) the total Service Fees for the Services paid and payable to such Party pursuant to this Agreement during the 12 months prior to the first date an event giving rise to the liability occurred; provided that, notwithstanding the foregoing, each Party’s aggregate liability to the other in connection with this Agreement other than in connection with, or resulting from, a Party’s violation of any provision set forth in Article VIII , shall be limited to an amount equal to the total Service Fees for the Services paid and payable to such Party pursuant to this Agreement during the 12 months prior to the first date an event giving rise to the liability occurred.
(c)      Carve-outs for Liability Regime . The limits on, and exclusions of, liability set out in this Section 9.3 shall not apply in respect of:
(i)      any liability arising in connection with, or resulting from, death or personal injury;
(ii)      any liability arising in connection with, or resulting from, a Party’s fraud, fraudulent misrepresentation, gross negligence or willful misconduct;
(iii)      any liability arising in connection with, or resulting from, a Party’s indemnification obligations set forth in Article VI ;
(iv)      any other liability that cannot be lawfully excluded; and
(v)      the obligation of any Service Recipient to pay Service Fees with respect to Services that have been provided.
(d)      Statute of Limitations . Each Party must file any claim for Losses which in any way arise out of, relate to, or are a consequence of, the other Party’s performance or nonperformance hereunder, or the provision of or failure to provide any Service hereunder, no later than three (3) years after such claim has accrued. Each Party waives the right to file a claim for Losses which in any way arise out of, relate to, or are a consequence of, the other Party’s performance or nonperformance hereunder, or the provision of or failure to provide any Service hereunder, under any longer statute of limitations.
ARTICLE X     
MISCELLANEOUS
Section 10.1      Notices . Unless otherwise specified herein, all notices required or permitted to be given under this Agreement shall be in writing, shall refer specifically to this Agreement and shall be delivered personally or sent by a nationally recognized overnight courier service, and shall be deemed to be effective upon delivery. All such notices shall be addressed to the receiving Party at such Party’s address set forth below, or at such other address as the receiving Party may from time to time furnish by notice as set forth in this Section 10.1 :
If to AEH or any member of the AEH Group, to:
AXA Equitable Holdings, Inc.
1290 Avenue of the Americas
New York, NY 10104
Attention: Dave Hattem, General Counsel
Telephone: (212) 314-3863
Email: dave.hattem@axa.us.com
If to AXA or any member of the AXA Group, to:
AXA S.A.
25, avenue Matignon
75008 Paris
France
Attention: General Counsel
Telephone: +33 (1) 40 75 48 68
Email: helen.browne@axa.com
Section 10.2      Further Assurances . In addition to the actions specifically provided for elsewhere in this Agreement, each Party hereto shall execute and deliver such additional documents, instruments, conveyances and assurances, take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary, proper or advisable to carry out the provisions of this Agreement.
Section 10.3      Entire Understanding; Third-Party Beneficiaries . This Agreement (including the Schedules hereto) represents the entire understanding of the Parties hereto with respect to the provision or procurement of services contemplated hereby among the Parties hereto and supersedes any and all other oral or written agreements heretofore made with respect to such subject matter. Other than as set forth in Article VI with respect to the Indemnitees and as expressly set forth elsewhere in this Agreement, nothing in this Agreement, express or implied, is intended to confer upon any person, other than the Parties, their Subsidiaries, and each of their and their Subsidiaries’ respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement. Only the Parties that are signatories to this Agreement (and their respective Subsidiaries and each of their and their Subsidiaries’ permitted successors and assigns) shall have any obligation or liability under, in connection with, arising out of, resulting from or in any way related to this Agreement or any other matter contemplated hereby, or the process leading up to the execution and delivery of this Agreement and the transactions contemplated hereby, subject to the provisions of this Agreement.
Section 10.4      Subsidiary Action . Wherever a Party to this Agreement has an obligation under this Agreement to “cause” a Subsidiary of such Party or any such Subsidiary’s officers, directors, management or employees to take, or refrain from taking, any action, or such action may be necessary to accomplish the purposes of this Agreement, such obligation of such Party shall be deemed to include an undertaking on the part of such Party to cause such Subsidiary to take such necessary action. Wherever this Agreement provides that a Subsidiary of a Party has an obligation to take, or refrain from taking any action, such Party shall be deemed to have an obligation under this Agreement to cause such Subsidiary or any such Subsidiary’s officers, directors, management or employees to take, or refrain from taking, any action, or such action as may be necessary to accomplish the purposes of this Agreement. Any failure by a Subsidiary of any Party to take, or refrain from taking, any action contemplated by this Agreement shall be deemed to be a breach of this Agreement by such Party.
Section 10.5      Severability . In the event that any provision of this Agreement is declared invalid, void or unenforceable, the remainder of this Agreement shall remain in full force and effect, and such invalid, void or unenforceable provision shall be interpreted in a manner that accomplishes, to the extent possible, the original purpose of such provision.
Section 10.6      Applicable Law . This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of New York applicable to contracts made and to be performed entirely within such State, without regard to the conflicts of law principles thereof to the extent that such principles would apply the law of another jurisdiction.
Section 10.7      Specific Performance . Subject to Section 9.1 , in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the affected Party shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The other Party shall not oppose the granting of such relief. The Parties agree that the remedies at law for any breach or threatened breach hereof, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are hereby waived. Unless otherwise agreed in writing, the Parties shall continue to provide the Services and honor all other commitments under this Agreement during the course of dispute resolution pursuant to the provisions of Section 9.1 and this Section 10.7 with respect to all matters not subject to such Dispute; provided , however , that this obligation shall only exist during the term of this Agreement.
Section 10.8      Force Majeure . No Party shall be liable for any failure of performance to the extent attributable to acts, events or causes (including war, riot, rebellion, civil disturbances, flood, storm, fire and earthquake or other acts of God or conditions or events of nature, or any act of any Governmental Authority) beyond its control to prevent in whole or in part performance by such Party under this Agreement; provided that the Party experiencing such event shall use commercially reasonable efforts to resume performance as soon as possible; provided , further , that in the event such Party is unable to resume performance in accordance with the terms and conditions set forth in this Agreement within thirty (30) days of suspension, the other Party may, in its sole discretion and without any further financial obligation, terminate any or all of the Service(s) affected by such event; provided , further , that in the event that such other Party does not elect to terminate an affected Service, the Transition Period for such affected Service shall be extended, without any additional Service Fees (or any other fees, costs or expenses) due to the Party experiencing such event, by the amount of time during which the Service was not provided as a result of the occurrence of such event; and provided , further , that in no event shall a Service be extended pursuant to this Section 10.8 if the Third-Party Provider or Service Provider for such Service is not contractually permitted to provide the Service for such extended period of time pursuant to the terms of the underlying contract governing the provision of the Service.
Section 10.9      Amendment, Modification and Waiver . This Agreement may be amended, modified or supplemented at any time by written agreement of the Parties. Any failure of any Party to comply with any term or provision of this Agreement may be waived by the other Party, by an instrument in writing signed by such Party, but such waiver or failure to insist upon strict compliance with such term or provision shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure to comply.
Section 10.10      Assignment . This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns. The Parties shall not assign any of their rights or delegate any of their obligations under this Agreement without the prior written consent of the other Party, except as provided in this Section 10.10 . Any purported assignment in violation of this Section 10.10 shall be null and void ab initio .
Section 10.11      Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. The counterparts of this Agreement may be executed and delivered by facsimile or other electronic imaging means (including in pdf or tif format sent by electronic mail) by a Party to the other Party and the receiving Party may rely on the receipt of such document so executed and delivered by facsimile or other electronic imaging means as if the original had been received.
[ Signature Page Follows ]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement on the day, month and year first above written.
AXA S.A.
By:     /s/ Thomas Buberl    
    Name: Thomas Buberl
    Title: Chief Executive Officer
AXA EQUITABLE HOLDINGS, INC.
By:     /s/ Anders Malmström    
    Name: Anders Malmström
    Title: Senior Executive Vice President and
        Chief Financial Officer


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EXECUTION VERSION

TRADEMARK LICENSE AGREEMENT
This TRADEMARK LICENSE AGREEMENT (this “ Agreement ”), dated May 4, 2018 (the “ Effective Date ”), is made and entered into by and among AXA SA, a société anonyme formed under the laws of France (“ AXA Group ”), AXA Equitable Holdings, Inc. (“ Holdings ”), a corporation incorporated under the laws of Delaware, and, solely with respect to and for purposes of, Section 9.3(a), AXA Financial, Inc. (“ AXA Financial ”), a wholly-owned subsidiary of Holdings.
RECITALS
WHEREAS, AXA Group and AXA Financial are parties to the Sub-Licensing Agreement for AXA Trademarks dated October 29, 2001 (the “ Original Sublicense Agreement ”), as thereafter amended by two amendments on November 12, 2003 (“ Amendment No. 1 ”) and on January 9, 2017 (“ Amendment No. 2 ”) (the two Amendments, with the Original Sublicense Agreement, collectively, the “ Sublicense Agreement ”);
WHEREAS,AXA Financial has satisfied in full its payment obligations under the Sublicense Agreement for all financial years preceding the financial year which includes the Effective Date;
WHEREAS, the Parties desire to update the Sublicense Agreement and to revise the terms thereof (other than the methodology for computing consideration) in contemplation of an initial public offering of the common stock of Holdings (the “IPO”);
WHEREAS, as of the Effective Date, the Parties therefore desire to terminate the Sublicense Agreement and enter into this Agreement with the intent that the methodology for computing the consideration payable under the Sublicense Agreement be maintained without change with respect to the computation of the Consideration payable under this Agreement; and
WHEREAS, the Parties further intend that with respect to the financial year which includes the Effective Date, no consideration shall be payable under the Sublicense Agreement and the Consideration payable under this Agreement shall be determined as though this Agreement had been entered into on the first day of such financial year;
NOW THEREFORE, in consideration of the premises and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Parties hereby agrees as follows:
ARTICLE I

DEFINITIONS
Section 1.1      Definitions . As used herein, including for purposes of the Preamble and the Recitals hereof, the following terms have the respective meanings set forth below:
“ AAA ” has the meaning set forth in Section 7.1(c).



 

“ AB Entities ” means AllianceBernstein Corporation, AllianceBernstein Holding, L.P., AllianceBernstein L.P. and any of their Subsidiaries.
“ Affiliates ” means, with respect to AXA Group, any other Person directly or indirectly Controlling, Controlled by, or under common Control with, AXA Group but only during the period that such Control relationship exists. With respect to Holdings, “Affiliates” has the same meaning as “Subsidiaries.”
“ Agreement ” has the meaning set forth in the Preamble to this Agreement.
“ Amendment No. 1 ” has the meaning set forth in the Recitals to this Agreement.
“ Amendment No. 2 ” has the meaning set forth in the Recitals to this Agreement.
“ Applicable Law ” means any domestic or foreign statute, law (including common law), ordinance, rule, regulation, published regulatory policy or guideline, order, judgment, injunction, decree, award or writ of any court, tribunal or other regulatory authority, arbitrator, Governmental Authority, or other person having jurisdiction, or any consent, exemption, approval or license of any Governmental Authority that applies in whole or in part to a Party and, with respect to Holdings, includes the United States Securities Exchange Act of 1934, as amended, the United States Securities Act of 1933, as amended, the Delaware General Corporation Law, the rules of the United States Securities and Exchange Commission, insurance company laws and all related regulations, guidelines and instructions and the rules of the New York Stock Exchange and any other exchange or quotation system on which the securities of Holdings or AXA Group are listed or traded from time to time.
“ AXA Change of Control ” means such time as the AXA Group, through the IPO or thereafter, no longer directly or indirectly owns or controls more than fifty percent (50%) of the voting capital stock of Holdings.
“ AXA Group ” has the meaning set forth in the Preamble to this Agreement.
“ AXA Group Affiliates ” means Affiliates of the AXA Group other than Holdings, the direct and indirect Subsidiaries of Holdings and the AB entities.
“ AXA Group Branding Guidelines ” means the AXA Group branding guidelines located on the AXA Brand Hub at https://www.brandhub.axa.com/login/, as such may be modified from time-to-time by AXA Group.
“ AXA Group Guidelines on the Use of Social Media ” means the AXA Group guidelines on social media use, as such may be modified from time-to-time by AXA Group.
“ Business Day ” means any day except a (i)   Saturday, (ii)   Sunday, (iii)   any day on which the principal office of AXA Group or Holdings is not open for business, and (iv)   any other day on which commercial banks in New York or in France are authorized or obligated by law or executive order to close.

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“ Change of Control ” means any change of Control, including through any change in the direct or indirect ownership of more than fifty percent (50%) of the voting capital stock of a Party in one or more related transactions, and includes, without limitation, the AXA Change of Control; any merger, consolidation or acquisition of a Party with, by or into another Person; or the sale of all or substantially all of the assets of a Party.
“ Co-Existence Agreement ” means the agreement among AXA Group’s predecessors-in-interest, FINAXA and AXA-UAP, AXA Stenman Holland B.V. and Stenman Holland B.V. dated February 26, 1998 (a copy of which has been provided to Holdings prior to the Effective Date).
“ Confidential Information ” means any and all information of, related to, or concerning the Party or any of its Subsidiaries disclosing such information to another Party or any other Party’s respective Subsidiaries, whether disclosed on or prior to the Effective Date, and whether disclosed in oral, written, electronic or optical form, including (i) any information relating to the business, financial or other affairs (including future plans, financial targets, trade secrets and know-how) of the disclosing Party or such Party’s Subsidiaries or (ii) any information of the disclosing Party or such Party’s Subsidiaries provided in a manner which reasonably indicates the confidential or proprietary nature of such information.
“ Consideration ” means the consideration payable by Holdings to AXA Group for a financial year as consideration for the grant of license under this Agreement, determined in accordance with the following formula:
Consideration = Consolidated Turnover multiplied by 0.1% multiplied by the Notoriety Index.
Notwithstanding anything to the contrary in the Sublicense Agreement (which is terminated pursuant to Section 9.3(a)), or this Agreement, the Consideration payable for the financial year which includes the Effective Date shall be computed for the entirety of such financial year (subject to Article III) as though this Agreement had been entered into on the first day of such financial year.
“ Consolidated Turnover ” means the revenues, e.g., premiums excluding interest, sale of small tangible assets, exchange differences, etc., of Holdings for a financial year impacted by a Notoriety Index.
“ Control ” (including, with correlative meaning, the terms “ Controlling ” and “ Controlled ”) means with respect to any Person, the possession, directly or indirectly, of the power to elect a majority of the board of directors (or other governing body) or to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, or similar ownership interests, including any securities or similar ownership interests which are voting only upon the occurrence of a contingency where such contingency has occurred and is continuing, by contract or otherwise.
“ Disclosing Party ” has the meaning set forth in Section 9.5(a).
“ Dispute ” has the meaning set forth in Section 7.1(a).

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“ Effective Date ” has the meaning set forth in the Preamble to this Agreement.
“ Field ” has the meaning set forth in Section 2.1(a)(iii).
“ Governmental Authority ” means any domestic, foreign or supranational court, tribunal, arbitral or administrative agency or commission or other governmental authority or instrumentality, any industry self-regulatory authority or the National Association of Insurance Commissioners.
“ Holdings ” has the meaning set forth in the Preamble to this Agreement.
“ IPO ” has the meaning set forth in the Recitals to this Agreement.
“ IPO Registration Statement ” means the Registration Statement on Form S-1 relating to the initial public offering of the common stock of Holdings.
“ Licensed Domain Names ” means the domain names included on Schedule 2 .
“ Licensed Trademarks ” means: (i) the Trademarks set forth on Schedule 1 as such may be amended from time to time by AXA Group consistent with its past practice, and in the context of the evolution of the AXA Group brand (meaning that AXA Group will only remove a Trademark from Schedule 1 if it desires to cease using such Trademark in the conduct of its business generally) and the AXA Group Branding Guidelines, upon written notice to Holdings in accordance with Section 2.1(b)(ii)) and (ii) the Licensed Domain Names.
“ Losses ” means all losses, claims, damages, liabilities, obligations (including settlements, judgments, fines and penalties), costs and expenses (including reasonable attorneys’ fees, court costs and other litigation expenses) but excluding any loss of goodwill, loss of business, loss of revenue, loss of profits, diminution in value, lost opportunity costs, and any other indirect, incidental, special, expectation, consequential, exemplary or punitive damages (but not excluding such other damages if and to the extent that they are actually paid to an unaffiliated third party in connection with any action or other claim or demand brought by such third party).
“ Materials ” has the meaning set forth in Section 2.1(a)(iv).
“ Notice of Dispute ” has the meaning set forth in Section 7.1(b).
“ Notoriety Index ” means an index concerning the Licensed Trademarks in the Territory for which a license is granted pursuant to Section 2.1(a) as such index was utilized by the U.S. and French tax authorities during the course of a mutual agreement procedure in 2016.
“ Original Sublicense Agreement ” has the meaning set forth in the Recitals to this Agreement.
“ Party ” means Holdings and AXA Group, individually; and “ Parties ” means Holdings and AXA Group, collectively; provided that, solely with respect to and for purposes of, Section 9.3(a), Party also means AXA Financial.

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“ Person ” means any natural person, corporation, unincorporated organization, partnership, association, joint stock company, joint venture, limited liability company, trust or government, or any agency or political subdivision of any government, or other entity.
“ Receiving Party ” has the meaning set forth in Section 9.5(a).
“ Redirect Period ” has the meaning set forth in Section 2.4(a).
“ Redirected Domain Names ” means the domain names set forth on Schedule 3 .
“ Registration Rights Agreement ” means the registration rights to be entered into between AXA Group and Holdings relating to Holdings’ common stock.
“ Rules ” has the meaning set forth in Section 7.2(a).
“ Shareholder Agreement ” means the shareholder agreement to be entered into between Holdings and AXA Group.
“ Subsidiary ” of a Party shall mean any corporation, partnership, joint venture, limited liability company, association or other entity that such Party Controls; provided that, with respect to Holdings, the term “Subsidiary” shall not include the AB Entities.
“ Sublicense Agreement ” has the meaning set forth in the Recitals to this Agreement.
“ Term ” has the meaning set forth in Section 8.1.
“ Territory ” means, with respect to each business of Holdings and its Subsidiaries, the United States and Canada.
“ Trademarks ” means trademarks, service marks, trade names, trade dress, logos, corporate names and other source or business identifiers, including social media names and accounts, and any registrations, applications, renewals and extensions of any of the foregoing and all goodwill associated with or symbolized by any of the foregoing.
“ Transition Period ” has the meaning set forth in Section 8.3(a).
“ Visual Identity ” means the visible elements of a brand of a Party and its Affiliates, including its or their respective name, logo, primary and secondary colors, form, and other visual elements that symbolize source, identity and image.
ARTICLE II     
LICENSES AND OTHER RIGHTS OF Holdings
Section 2.1      Licensed Trademarks .

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(a)      Grant of Licenses . Subject to the terms and conditions of this Agreement, AXA Group hereby grants to Holdings a limited, non-exclusive, non-transferable, non-sublicensable (except as permitted by Section 2.3) license solely in the Territory and during the Term:
(i)      to use (in any media whatsoever) the Licensed Trademarks in the corporate and trade names of Holdings and its Subsidiaries, including any advertising or promotional materials, including any social media accounts or names containing those corporate or trade names;
(ii)      to use (in any media whatsoever) the Licensed Trademarks in connection with the IPO, including any advertising or promotional materials;
(iii)      to use (in any media whatsoever) the Licensed Trademarks in the Territory solely in the field of financial protection including life and other insurance and related business carried on by or on behalf of Holdings from time to time, as conducted by Holdings and its Subsidiaries prior to the Effective Date (the “ Field ”);
(iv)      to use (in any media whatsoever) the Licensed Trademarks in labeling, stationery, business cards, business forms, supplies, advertising and promotional materials and packaging (the “ Materials ”), provided that if Holdings contracts with a third-party manufacturer to include Licensed Trademarks on promotional items, it shall do so pursuant to a written agreement containing quality control provisions consistent with this Agreement, and provided further , that , Holdings may not use or distribute any Materials if and to the extent prohibited by the Co-Existence Agreement in effect as of February 26, 1998;
(v)      to use (in any media whatsoever) the Licensed Trademarks as part of the corporate name or business name of any collective investment scheme which is managed by Holdings or its Subsidiaries;
(vi)      as an umbrella brand only (alone or with a corporate name or business name) for the activities undertaken by Holdings and its Subsidiaries and any of its permitted sub-licensees; and
(vii)      as a tag line to the corporate name and business name of Holdings or its Subsidiaries, as for example, “Company X, a member of the Global AXA Group.”
(b)      Certain Obligations of Holdings and its Subsidiaries . Notwithstanding anything to the contrary in this Section 2.1, Holdings shall, and shall cause its Subsidiaries to:
(i)      use the Licensed Trademarks only in accordance with the AXA Group Branding Guidelines and the AXA Group Guidelines on the Use of Social Media;
(ii)      cease use of any Licensed Trademarks that AXA Group may remove from Schedule 1 upon written notice to Holdings, which notice shall include a reasonable wind down period;

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(iii)      use the Licensed Trademarks in substantially the same or similar manner that Holdings and its Subsidiaries were authorized by AXA Group to use the Licensed Trademarks pursuant to the Sublicense Agreement prior to the Effective Date;
(iv)      use the Materials in a manner that is consistent with their use by Holdings and its Subsidiaries as authorized by AXA Group prior to the Effective Date, except as expressly provided herein;
(v)      ensure that the Licensed Trademarks as they are displayed on the Materials are not altered in any way, except as expressly provided herein;
(vi)      ensure that they will not directly or indirectly act or fail to act in any manner that could or could reasonably be expected to impair the value of or goodwill associated with the Licensed Trademarks; and
(vii)      make clear to all other Persons that Holdings or its Subsidiaries, rather than AXA Group or any AXA Group Affiliates, is the party entering into or conducting any contractual relationship with Holdings or such Subsidiaries.
(c)      Inspection . AXA Group shall, directly or through third parties, have the right during normal business hours, upon reasonable notice to Holdings and to Subsidiaries to which it has granted sublicenses pursuant to Section 2.3, and in a manner not unreasonably disruptive to Holdings and such Subsidiaries’ properties or business operations, to inspect for compliance with Section 2.1 through Section 2.4 any and all uses of the Licensed Trademarks by Holdings and such Subsidiaries, including permitting the inspection of any and all materials on which Licensed Trademarks are displayed in the possession or control of Holdings and such Subsidiaries. Upon AXA Group’s request, Holdings shall, and shall cause such Subsidiaries to, provide reasonable quantities of samples of any materials, including marketing and advertising collateral, to AXA Group on a gratis basis to allow AXA Group to review same for purposes of such compliance. Any noncompliance with Section 2.1 through Section 2.4 shall be corrected by Holdings, and Holdings shall cause any such Subsidiary to correct, as soon as reasonably practical, but no later than thirty (30) Business Days of receipt by Holdings of written notice from AXA Group. Except as stated above, all expenses and fees incurred by AXA Group in connection with any inspection shall be borne by AXA Group.
(d)      Disclaimer . As soon as reasonably practical following the Effective Date, Holdings and its Subsidiaries shall post on the landing page and any other page that consistently receives deep link or landing traffic on which the Licensed Trademarks are displayed or on a website located at a Licensed Domain, the following statement: “AXA Equitable Holdings., Inc. is a publicly traded corporation, and it and its subsidiaries are currently using trademarks including the “AXA” name, AXA logo and associated trademarks of AXA SA under license.”
(e) AXA Group Guidelines on the Use of Social Media; AXA Group Branding Guidelines . AXA Group (i) has provided to Holdings a copy of the AXA Group Guidelines on the Use of Social Media and (ii) promptly after any amendments thereto, whether during the Term or the Transition Period, shall promptly provide a copy thereof to Holdings. During the Term and the Transition Period, the AXA

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Group shall provide Holdings and its Subsidiaries with access to the then-current AXA Group Branding Guidelines either through the AXA Brand Hub or otherwise.
Section 2.2      Visual Identity; No Reasonable Likelihood of Confusion .
(a)      Each Party acknowledges and agrees that (i) all goodwill arising from the use of the Licensed Trademarks by Holdings, and its Subsidiaries and permitted sublicensees, inures solely to AXA Group, and (ii) the existing activities of the businesses of Holdings and its Subsidiaries and of AXA Group and the AXA Group Affiliates do not create any consumer confusion and each Party can continue to operate their respective businesses as such businesses were operated prior to the Effective Date, provided that , Holdings and its Subsidiaries implement appropriate source or business identifiers and/or disclaimers on its products, advertisements or other materials, including any websites located at the Licensed Domain Names, to make clear to a third party which Party is providing a particular product or service.
(b)      Nothing in this Section 2.2 shall limit the right of AXA Group or any AXA Group Affiliates to use the Licensed Trademarks, the color blue, the name “AXA,” the “AXA” logo, or other elements of its worldwide corporate Visual Identity in any jurisdiction, at any time.
Section 2.3      Sublicensing .
(a)      During the Term, Holdings may, by written agreement pursuant to Section 2.3(c), sublicense any of the rights licensed pursuant to Section 2.1(a) to (i) any Subsidiary, (ii) any Holdings agents and brokers (including registered representatives, third party administrators, and reinsurers), in connection with offering the sale of products and services of Holdings in the Territory in the ordinary course of business and consistent with past practice (other than as a corporate or business name or part thereof), and (iii) solely for the benefit of Holdings to conduct its business in the Territory, consistent with past practice.
(b)      Notwithstanding anything to the contrary in this Agreement, Holdings may not sublicense the Licensed Trademarks in connection with the sale or transfer (including by means of merger) of a Holdings Subsidiary or sale or transfer of the assets of Holdings or a Subsidiary, including a unit, division or business, in whole or in part, that uses such licenses in its respective business.
(c)      In each written sublicense agreement granted by Holdings pursuant to Section 2.3(a), Holdings shall: (i) include provisions for the use, protection and maintenance of the Licensed Trademarks in a manner that is consistent with this Agreement (including cessation of use pursuant to Section 2.1(b)(ii)) and ensure that any goodwill arising from that sublicensee’s use of the Licensed Trademarks inures solely to AXA Group, (ii)   prohibit any further sublicenses of the Licensed Trademarks, (iii)   ensure that such sublicensee only uses the Licensed Trademarks for the benefit of Holdings to conduct its business in a manner consistent with this Agreement, (iv)   remain liable to AXA Group for the acts or omissions of any sublicensee that would, if such sublicensee was a Party hereto, constitute a breach of this Agreement, and (v) ensure that AXA Group is expressly deemed a third-party beneficiary of such sublicense agreement. Holdings shall use reasonable best efforts to enforce the terms of any such sublicense agreements.

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(d)      One or more of the licenses granted pursuant to Section 2.1 or of the sublicenses granted pursuant to this Section 2.3 may be terminated by AXA Group, upon written notice to Holdings, for material violation of the restrictions set forth in Section 2.1, Section 2.2 or this Section 2.3, which Holdings has not cured within thirty (30) Business Days of receipt by Holdings of written notice from AXA Group.
Section 2.4      Domain Names .
(a)      Subject to the obligations of Section 2.1, during the Term and any Transition Period, Holdings and its Subsidiaries shall have continued right to use the Licensed Domain Names, and, to the extent necessary, are hereby granted all of the rights necessary for Holdings and its Subsidiaries to manage and direct the use of, and content on the websites associated with, the Licensed Domain Names. For a period of six (6) months after the end of the Transition Period (the “ Redirect Period ”), AXA Group or one of its Subsidiaries shall cause the Redirected Domain Names to be redirected to a URL designated by Holdings Upon the expiration of the Redirect Period, AXA Group shall, for a period of six (6) months thereafter, cause the Redirected Domain Names to be directed to a webpage in a form reasonably acceptable to Holdings and AXA Group that will be developed and maintained by AXA Group and that will allow Internet end users arriving at the webpage to click a link to be transferred to a URL designated by Holdings for the operation of its business, or to click another link to be transferred to a URL designated by AXA Group for the operation of the businesses of AXA Group and its Affiliates.
(b)      Holdings and its Subsidiaries will transfer the Licensed Domain Name registrations to AXA Group or its Subsidiaries promptly after the end of Term and the Transition Period, if any. AXA Group or its Subsidiaries shall maintain the registrations of the Licensed Domain Names for a period of six (6) months after the end of the Redirect Period in accordance with the terms of the applicable Internet domain name registrar.
ARTICLE III     
CONSIDERATION AND PAYMENT
Section 3.1      Consideration and Payment . Following the close of each financial year during the Term and within sixty (60) days after the end of the Transition Period, AXA Group shall provide Holdings with an invoice of the Consideration payable under this Agreement for such financial year. Holdings shall pay to AXA Group the Consideration set forth in each such invoice within thirty (30) days of receipt thereof.
Section 3.2      Consideration on Termination . Upon expiration of the Transition Period, the Consideration payable by Holdings to AXA Group for the financial year during which the Transition Period expires shall be equal to the Consideration due for the immediately preceding financial year and adjusted pro-rata temporis .

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ARTICLE IV     

OWNERSHIP OF THE TRADEMARKS
Section 4.1      Holdings And Its Subsidiaries Not To Jeopardize Registration . Holdings shall not, and shall cause its Subsidiaries not to, permit to be done or fail to do any act which would or might jeopardize or invalidate any registration of the Licensed Trademarks, nor do any act which might assist or give rise to an application to remove any of the Licensed Trademarks from the trademark register of the United States Patent and Trademark Office, or which might prejudice the right or title of AXA Group to any of the Licensed Trademarks.
Section 4.2      No Ownership Of Licensed Trademarks By Holdings Or Its Subsidiaries . Holdings shall not, and shall cause its Subsidiaries not to, make any representation or do any act which may be taken to indicate that it has any right, title or interest in or to the ownership or use of the Licensed Trademarks except under the terms of this Agreement, and acknowledges that nothing contained in this Agreement shall give Holdings and any of its Subsidiaries any right, title or interest in or to the Licensed Trademarks except as granted by this Agreement.
Section 4.3      Acknowledgement as to Licensed Trademarks; Cooperation . Holdings shall not, and shall cause its Subsidiaries not to, dispute the validity of the Licensed Trademarks or the ownership rights of AXA Group or the AXA Group Affiliates thereto. Except as expressly permitted by this Agreement, Holdings and its Subsidiaries shall not register or apply for the registration of any Licensed Trademarks. Holdings shall, and shall cause its Subsidiaries to, at AXA Group’s request and expense, cooperate with AXA Group in opposing or otherwise contesting any use of the Licensed Trademarks by any third party other than Holdings or its Subsidiaries.
ARTICLE V     

INFRINGEMENT OF AXA GROUP TRADEMARKS
Section 5.1      Notification of Infringement .
(a)      AXA Group shall, as soon as it becomes aware thereof, notify Holdings in writing (giving full particulars thereof) of: (i) any use or proposed use by any other unrelated person, firm or company of a trade name, trademark, service mark, domain name or mode of promotion or advertising that amounts or might amount either to infringement of Holdings’ rights in relation to the Licensed Marks or to passing-off, (ii) any other misleading or deceptive conduct in trade or commerce in relation to the Licensed Marks or (iii) any other torts involving the Licensed Marks.
(b)      Holdings shall, as soon as it becomes aware thereof, notify AXA Group in writing (giving full particulars thereof) of: (i) any use or proposed use by any other unrelated person, firm or company of a trade name, trademark, domain name or mode of promotion or advertising that amounts or might amount either to infringement of AXA Group’s rights in relation to the Licensed Trademarks or to passing-off, (ii) any other misleading or deceptive conduct in trade or commerce in relation to the Licensed Trademarks or (iii) any other torts involving the Licensed Trademarks.

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Section 5.2      Notification of Allegations .
(a)      If AXA Group becomes aware that any other person, firm or company alleges that the Licensed Marks are invalid or that use of the Licensed Trademarks in the United States infringes any rights of another party or that the Licensed Marks are otherwise attacked or attackable, AXA Group shall immediately notify Holdings in writing thereof and shall make no comment or admission to any third party in respect thereof.
(b)      If Holdings becomes aware that any other person, firm or company alleges that the Licensed Trademarks are invalid or that use of the Licensed Trademarks infringes any rights of another party or that the Licensed Trademarks are otherwise attacked or attackable Holdings shall immediately notify the AXA Group in writing thereof and shall make no comment or admission to any third party in respect thereof.
Section 5.3      Conduct of Proceedings by AXA Group . AXA Group shall have the exclusive right to conduct or control all proceedings relating to the Licensed Trademarks and shall confer with Holdings and its Subsidiaries to decide what action if any to take in respect of any unrelated third-party infringement or alleged infringement of the Licensed Trademarks or passing-off or any other claim or counterclaim brought or threatened in respect of the use or registration of the Licensed Trademarks. Any action will be at the expense of AXA Group.
Section 5.4      Assistance in Proceedings . Each Party will, at the request of the other Party, give reasonable cooperation to such Party in any action, claim or proceedings brought or threatened against any third party in respect of the matters set forth in this Article V.
ARTICLE VI     

WARRANTIES; DISCLAIMERS; COVENANTS; INDEMNITIES
Section 6.1      Representations and Warranties .
(a)      Each of the Parties represents and warrants to the others that it has the requisite power and authority to enter into and perform its obligations under this Agreement, including, in the case of Holdings, that it has obtained all necessary approvals by its board of directors. Each of the Parties represents and warrants to the others that no consent, approval, authorization or other order of, or registration or filing with, any Governmental Authority, is required for such Party’s execution, delivery and performance of this Agreement or consummation of the transactions contemplated hereby, except as have been set forth in this Agreement or have been obtained or made by any Party and are in full force and effect under all Applicable Laws.
(b)      THE REPRESENTATIONS AND WARRANTIES IN SECTION 6.1(a) ARE THE ONLY REPRESENTATIONS AND WARRANTIES GIVEN BY THE PARTIES IN CONNECTION WITH THIS AGREEMENT AND THE SUBJECT MATTER HEREOF, AND ALL INTELLECTUAL PROPERTY LICENSED, ASSIGNED OR OTHERWISE CONVEYED UNDER THIS AGREEMENT IS PROVIDED “AS IS” AND IS LICENSED, ASSIGNED OR OTHERWISE CONVEYED WITHOUT

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ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER IN THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, AND EACH PARTY HEREBY DISCLAIMS ALL EXPRESS AND IMPLIED REPRESENTATIONS AND WARRANTIES EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN.
(c)      NO PARTY OR ANY OF ITS AFFILIATES OR SUBSIDIARIES MAKES ANY WARRANTY OR REPRESENTATION UNDER THIS AGREEMENT THAT ANY EXPLOITATION OF ANY PRODUCT OR SERVICE WILL BE FREE FROM INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY.
Section 6.2      Holdings Covenants . Holdings shall, and shall cause its Subsidiaries to:
(a)      observe and comply in all material respects (with materiality as determined by AXA Group in its reasonable discretion) with all applicable laws, including those related to (i) the advertising, operational practices, marketing, and all other business conducted by them, including regulatory requirements and (ii) bribery, money laundering, and other corrupt practices, including the U.S. Foreign Corrupt Practices Act. Holdings shall not, and shall cause its Subsidiaries not to, directly or indirectly, offer, give, pay, promise to pay, or authorize the payment of any bribes, kickbacks, influence payments, or other unlawful or improper inducements, in whatever form (including gifts, travel, entertainment, contributions, or anything else of value). No payments or benefits, if any, received by Holdings from AXA Group pursuant to this Agreement, or otherwise under arrangements hereafter agreed to, shall be paid to third parties except for reasonable and necessary business expenses not violative of applicable law. Notwithstanding any other provision of this Agreement, if Holdings or any of its Subsidiaries violates any provision of this Section 6.2(a), AXA Group shall have the right to immediately terminate this Agreement as set forth in Section 8.2(a)(ii).
(b)      Holdings shall not cease use of any Licensed Trademarks set forth on Schedule 1 or otherwise rebrand its products and services in the Field prior to the end of the Term.
Section 6.3      Indemnification .
(a)      Holdings agrees to defend, indemnify and keep indemnified and hold AXA Group and any of the AXA Group Affiliates and each of their respective directors, officers, employees, shareholders, agents, attorneys, representatives, successors and assigns, harmless from and against any and all Losses (without limitation or cap of any kind) suffered or incurred by AXA Group or any of the AXA Group Affiliates in connection with any action or claim by any third party made relating to or arising out of or in connection (i)   any action or claim by any third party against AXA Group or the AXA Group Affiliates relating to or arising out of or in connection with any breach or alleged breach of this Agreement by Holdings and/or its Subsidiaries or any permitted sublicensees; or (ii)   any action or claim by any third party against AXA Group or the AXA Group Affiliates on the basis that Holdings and/or its Subsidiaries or any permitted sublicensees have acted on behalf of AXA Group or any of the AXA Group Affiliates or have the authority to bind AXA Group or any of the AXA Group Affiliates.

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(b)      AXA Group agrees to defend, indemnify and keep indemnified and hold Holdings and any of its Subsidiaries and their respective directors, officers, employees, shareholders, agents, attorneys, representatives, successors and assigns, harmless from and against any and all Losses (without limitation or cap of any kind) suffered or incurred by Holdings or any of its Subsidiaries in connection with any action or claim by any third party against Holdings or its Subsidiaries relating to or arising out of or in connection with any breach or alleged breach of this Agreement by AXA Group and/or the AXA Group Affiliates.
(c)      Except for the obligations under Section 2.1, Section 2.2, Section 2.3, Article IV, Section 6.2(a) and (b), Section 6.3(a) and (b) and Section 9.5, neither Party shall be liable to the other Party, whether based on an action or claim in contract, equity, negligence, tort or otherwise, for any damages that are indirect, incidental, special, expectation, consequential, exemplary or punitive damages, (including any loss of goodwill, loss of business, loss of revenue, loss of profits, diminution in value, or lost opportunity costs) arising out of or relating to a breach of this Agreement.
Section 6.4      Indemnification Procedure . The indemnified party shall promptly notify the indemnifying party of any claim or proceeding subject to indemnification hereunder and shall permit the indemnifying party, at its expense, to control the defense of such claim or proceeding; provided , that , the indemnified party may in its discretion participate at its own expense in such defense; and provided further , that , the indemnifying party shall not settle any such claim or proceeding without the indemnified party’s prior written consent.
Section 6.5      Reservation of Rights . Except for those rights expressly licensed pursuant to this Agreement, no rights or licenses in or to any intellectual property right owned or licensed by either Party or any of its respective Affiliates or Subsidiaries are assigned, granted or otherwise conveyed to the other Party, and nothing contained herein shall be construed as conferring to the other Party or its Affiliates or Subsidiaries by implication, estoppel or otherwise any right, title or interest of any of such Parties or its Affiliates or Subsidiaries in or to any such intellectual property right.
Section 6.6      No Obligation To Provide Technology . Except as otherwise expressly set forth in this Agreement, no Party, or any of its Affiliates or Subsidiaries, is obligated by this Agreement to provide any other Party with any technical assistance or to furnish any other Party with, or obtain, any documents, materials, instructions, corrections, updates or other information or technology.
Section 6.7      Release of Information . Holdings must inform AXA Group, in a timely and adequate manner, of any public information that it or any of its Subsidiaries wishes to publish that may have a material adverse effect on the goodwill associated with the Licensed Trademarks or the reputation or public image of AXA Group, so that AXA Group may, should AXA Group consider it necessary, issue a press release, whereby it is clear that the decision on materiality lies with AXA Group. If possible, AXA Group should be informed at least one week in advance of the disclosure of any development or information that may have a material adverse effect on the goodwill associated with the Licensed Trademarks or the reputation or public image of AXA Group. In case of a development or any information that may require immediate disclosure, Holdings shall promptly inform AXA Group, and where legally permissible, before any such disclosure is made.

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ARTICLE VII     

DISPUTE RESOLUTION
Section 7.1      Negotiation and Mediation .
(a)      The Parties shall act honestly and reasonably in interpreting this Agreement. In the event of any dispute or claim arising out of, relating to, or in connection with this Agreement, including with respect to the formation, applicability, breach, termination, validity or enforceability thereof (“ Dispute ”), the Parties agree to work together in good faith to resolve the Dispute between them.
(b)      If any Party considers that a Dispute has arisen, it shall serve a notice of the Dispute (“ Notice of Dispute ”) on the other Party and demand that senior officers of each Party meet to resolve the Dispute.
(c)      If the Dispute is not resolved within thirty days of such Notice of Dispute, then any Party shall have the right to demand that mediation commence. Any such mediation shall be conducted in accordance with the American Arbitration Association (“ AAA ”) Commercial Mediation Procedures except as they may be modified herein. The Parties shall share the costs of the mediator and the process of mediation (provided that each Party shall be responsible for its own costs of preparing for and appearing before the mediator). The decision of the mediator shall not be binding on the Parties, but the Parties agree that each shall act in good faith while the process of mediation is proceeding.
(d)      Notwithstanding anything else contained herein, any Party shall have the right to commence arbitration at any time after the expiration of thirty days after service of the Notice of Dispute under Section 7.1(b). Any disputes concerning the propriety of the commencement of the arbitration shall be finally settled by the arbitral tribunal.
Section 7.2      Arbitration . Any Dispute referred to arbitration shall be finally resolved according to the following rules of arbitration:
(a)      The arbitration shall be administered by the AAA under its Commercial Arbitration Rules then in effect (the “ Rules ”) except as modified herein. The seat of the arbitration shall be New York, New York and it shall be conducted in the English language.
(b)      There shall be three (3) arbitrators of whom each Party shall select one (1) within fifteen (15) days of respondent’s receipt of claimant’s request for arbitration. The two (2) Party-appointed arbitrators shall select a third arbitrator to serve as chair of the tribunal within fifteen (15) days of the selection of the second arbitrator. If any arbitrator has not been appointed within the time limits specified herein, such appointment shall be made by the AAA in accordance with the Rules upon the written request of either Party within fifteen (15) days of such request. The hearing shall be held no later than one hundred and twenty (120) days following the appointment of the third arbitrator.
(c)      The arbitral tribunal shall permit prehearing discovery that is relevant to the subject matter of the dispute and material to the outcome of the case, taking into account the Parties’ desire that

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the arbitration be conducted expeditiously and cost effectively. All discovery shall be completed within sixty (60) days of the appointment of the third arbitrator.
(d)      By agreeing to arbitration, the Parties do not intend to deprive a court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment, or other order in aid of arbitration proceedings and the enforcement of any award. Without prejudice to such provisional remedies as may be available under the jurisdiction of a court, the arbitral tribunal shall have full authority to grant provisional remedies, to direct the Parties to request that any court modify or vacate any temporary or preliminary relief issued by such court, and to award damages for the failure of any Party to respect the arbitral tribunal’s orders to that effect. The Parties agree that any ruling by the arbitral tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. The Parties hereby irrevocably submit to the jurisdiction of the courts of the State of New York solely in respect of any proceeding relating to or in aid of an arbitration under this Agreement. Each Party unconditionally and irrevocably waives any objections which they may have now or in the future to the jurisdiction of the courts of the State of New York for this purpose, including objections by reason of lack of personal jurisdiction, improper venue, or inconvenient forum. Nothing in this paragraph limits the scope of the Parties’ agreement to arbitrate or the power of the arbitral tribunal to determine the scope of its own jurisdiction.
(e)      The award shall be in writing, shall state the findings of fact and conclusions of law on which it is based, shall be final and binding and shall be the sole and exclusive remedy between the Parties regarding any claims, counterclaims, issues, or accounting presented to the arbitral tribunal. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. § 1 et seq., and judgment upon any award may be entered in any court having jurisdiction of the award or having jurisdiction over the relevant Party or its assets. The Parties hereby irrevocably waive any defense on the basis of forum non conveniens in any proceedings to enforce an arbitration award rendered by a tribunal constituted pursuant to this Agreement. The Parties undertake to carry out any award without delay.
(f)      The Parties will bear equally all fees, costs, disbursements and other expenses of the arbitration, and each Party shall be solely responsible for all fees, costs, disbursements and other expenses incurred in the preparation and prosecution of their own case; provided that , in the event that a Party fails to comply with the orders or decision of the arbitral tribunal, then such noncomplying Party shall be liable for all costs and expenses (including attorney fees) incurred by the other Party in its effort to obtain either an order to compel, or an enforcement of an award, from a court of competent jurisdiction.
(g)      The arbitral tribunal shall have the authority, for good cause shown, to extend any of the time periods in this arbitration provision either on its own authority or upon the request of any of the Parties. The arbitral tribunal shall be authorized in its discretion to grant pre-award and post-award interest at commercial rates. The arbitral tribunal shall have no authority to award punitive, exemplary or multiple damages or any other damages not measured by the prevailing Party’s actual damages. The arbitral tribunal shall have the authority to order specific performance or to issue any other type of temporary or permanent injunction.

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(h)      All notices by one Party to the other in connection with the arbitration shall be in accordance with the provisions of Section 9.1, except that all notices for a request for arbitration made pursuant to this Article VII must be made by personal delivery or receipted overnight courier. This agreement to arbitrate shall be binding upon the successors and permitted assigns of each Party. This Agreement and the rights and obligations of the Parties shall remain in full force and effect pending the award in any arbitral proceeding hereunder.
ARTICLE VIII     

TERM AND TERMINATION
Section 8.1      Term . This Agreement shall commence on the Effective Date and continue in full force and effect until terminated by mutual consent of the Parties or until terminated in accordance with Section 8.2 (the “ Term ”).
Section 8.2      Termination .
(a)      AXA Group may terminate this Agreement by written notice to Holdings as follows:
(i)      for breach of Holdings’ obligations to make any payment under Article III that remains uncured for thirty (30) days following written notice of such breach from AXA Group;
(ii)      for any material breach by Holdings of any other material obligation under this Agreement that remains uncured for thirty (30) days following written notice of such breach from AXA Group;
(iii)      upon any Change of Control of Holdings; or
(iv)      if the enactment of a law, decree, or regulation by any Governmental Authority within the Territory would impair or restrict the right of AXA Group to terminate this Agreement pursuant to its terms, then this Agreement shall automatically terminate on the day before such law, decree, or regulation becomes effective, without need of any notice, demand or judicial resolution.
(b)      Holdings may terminate this Agreement by written notice to AXA Group for any breach by AXA Group of any of its material obligations under this Agreement that remains uncured for thirty (30) days following written notice of such breach from Holdings
(c)      Either Party may terminate this Agreement on written notice to the other Party (i) if any portion of the business, assets or shares of the other Party relevant to this Agreement is expropriated or nationalized; or (ii) the other Party (A) is declared insolvent or bankrupt by a court of competent jurisdiction, (B) files a voluntary petition of bankruptcy in a court of competent jurisdiction or has any such petition filed against it that is not discharged within sixty (60) days after the filing thereof, (C) has an administrator, administrative receiver or receiver appointed over all or substantially all of its assets, or (D) assigns this Agreement for the benefit of creditors.

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Section 8.3      Effect of Termination .
(a)      At the end of the Term, Holdings may continue to use the Licensed Trademarks in accordance with this Agreement for a period of eighteen (18) months, to the extent reasonably necessary (i) to allow for an orderly transition from its use thereof, (ii) to conduct business in the same manner as such business was conducted during the Term, or (iii) for the filing and receipt of necessary approvals with Governmental Authorities, provided , however , that for any particular Licensed Trademarks as to which any such approvals have not been obtained during such eighteen (18)-month period, such use of such Licensed Trademarks may continue until the earlier of (i) ninety (90) days after the receipt of all such approvals or (ii) thirty (30) months after the end of the Term, provided further , that if (x) Holdings has not obtained receipt of any such necessary approval by the end of such thirty (30)-month period, then it may request AXA Group to extend such period for up to six (6) additional months (i.e., for a period not to exceed thirty-six (36) months total) and (y) if Holdings has provided evidence to AXA Group that it has undertaken the reasonable best efforts described in the next sentence, then AXA Group shall consider such request in good faith and will not unreasonably withhold its consent to such request, and provided further , that AXA Group shall consider in good faith any further request by Holdings to extend such period beyond thirty-six (36) months after the end of the Term (the “ Transition Period ”). During the Transition Period, Holdings and its Subsidiaries shall make reasonable best efforts to, as promptly as possible, (1) file such necessary approvals with Governmental Authorities and (2) transition to Trademarks other than the Licensed Trademarks and which do not contain “AXA”, the AXA logo or any derivation, variation, translation or adaptation thereof or any words or elements that are confusingly similar to any of the Licensed Trademarks. Following the termination of this Agreement, Holdings may retain copies of any and all Materials bearing the Licensed Trademarks in connection with any bona fide internal record keeping requirement or for any legal or regulatory purpose.
(b)      Termination of this Agreement shall not release either Party from any payment or other liability or obligation incurred prior to the termination of this Agreement. In addition, Section 1.1, Section 2.4, Section 3.2, Article V, Article IV, Section 6.1 through and including Section 6.5, Article VII, Article VIII and Article IX shall survive the termination of this Agreement for any reason.
(c)      Subject to Section 8.3(a), upon the termination of this Agreement, (i) all rights of Holdings under this Agreement shall terminate and revert to AXA Group, (ii) Holdings shall discontinue the direct or indirect use of the Licensed Trademarks, whether in advertising (including social media), telephone listings, domain names, stationery, policy forms, or otherwise, and thereafter shall not use any Trademark that is confusingly similar to any of the Trademarks of AXA Group, (iii) Holdings shall, to the extent reasonably practicable, destroy any Materials bearing the Licensed Trademarks remaining in Holdings’ possession (other than to the extent Holdings is permitted to retain such Materials pursuant to the last sentence of Section 8.3(a)), and an authorized officer of the Holdings shall, upon written request of AXA Group, certify to AXA Group in writing that, to the knowledge of the certifying officer, after reasonable inquiry, such destruction has taken place, (iv) Holdings hereby assigns to AXA Group all right, title and interest owned by Holdings and any of its Subsidiaries in any of the Licensed Trademarks and Licensed Domain Names (including any associated registrations) and in any Trademarks, domain names and social media accounts and related information that include the term “AXA”, the AXA logo, or any of the Licensed Trademarks and provide all technical assistance to AXA Group in transferring

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ownership of same to AXA Group, and (v) any then-existing sublicense agreements granted under this Agreement shall automatically terminate.
(d)      During the Transition Period the Parties will (i) work in good faith and cooperate with each other and the social media vendors to replace any Licensed Trademarks in any social media accounts used by Holdings with Trademarks which do not contain “AXA”, the AXA logo or any derivation, variation, translation or adaptation thereof or any words or elements that are confusingly similar thereto and (ii) use commercially reasonable efforts to seek to retain, to the extent reasonably practicable without either Party compromising its respective brand or Visual Identity, the user data and historical content associated with such social media accounts.
MISCELLANEOUS
ARTICLE IX      Notices . Unless otherwise specified herein, all notices required or permitted to be given under this Agreement shall be in writing, shall refer specifically to this Agreement and shall be delivered personally or sent by a nationally recognized overnight courier service, and shall be deemed to be effective upon delivery. All such notices shall be addressed to the receiving Party at such Party’s address set forth below, or at such other address as the receiving Party may from time to time furnish by notice as set forth in this Section 9.1:
If to Holdings, to:
AXA Equitable Holdings, Inc.
1290 Avenue of the Americas
New York, NY 10104
Attention:    General Counsel
Telephone:    (212) 314-3863
Email:    Dave.Hattem@axa-equitable.com
If to AXA Group, to:
AXA SA
21, avenue Matignon
75008 Paris
France
Attention: General Counsel
Telephone: +33 (1) 40 75 48 68
Email: helen.browne@axa.com

With a copy to:

AXA SA
21, avenue Matignon
75008 Paris
France
Attention: Head of M&A

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Telephone: +33 (1) 40 75 48 68
Email: helen.browne@axa.com

If to AXA Financial, Inc., to:
AXA Financial, Inc.
1290 Avenue of the Americas
New York, NY 10104
Attention:    General Counsel
Telephone:    (212) 314-3863
Email:    Dave.Hattem@axa-equitable.com
Section 9.1      Further Assurances . In addition to the actions specifically provided for elsewhere in this Agreement, each Party hereto shall execute and deliver such additional documents, instruments, conveyances and assurances, take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary, proper or advisable to carry out the provisions of this Agreement.
Section 9.2      Termination of Sublicense Agreement; Entire Understanding; Third-Party Beneficiaries .
(a)      Termination of Sublicense Agreement . As of the Effective Date, AXA Group and AXA Financial, Inc. hereby terminate the Sublicense Agreement by mutual consent. Upon such termination, notwithstanding anything to the contrary in the Sublicense Agreement, all provisions thereof, including Sections 12.1 and 12.2 of the Original Sublicense Agreement, are terminated and of no further force and effect. Notwithstanding anything to the contrary in the Sublicense Agreement or this Agreement, given that the Sublicense Agreement is hereby terminated in toto , no consideration shall be payable under the Sublicense Agreement for the financial year which includes the Effective Date.
(b)      Entire Understanding; Third-Party Beneficiaries . This Agreement (including the Schedules hereto) represents the entire understanding of the Parties hereto with respect to the subject matter hereof and thereof and supersede any and all other oral or written agreements heretofore made with respect to such subject matter. Other than as set forth in Section 6.3 with respect to indemnified Persons and as expressly set forth elsewhere in this Agreement, nothing in this Agreement, express or implied, is intended to confer upon any person, other than the Parties and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement. Only the Parties that are signatories to this Agreement (and their respective permitted successors and assigns) shall have any obligation or liability under, in connection with, arising out of, resulting from or in any way related to this Agreement or any other matter contemplated hereby, or the process leading up to the execution and delivery of this Agreement and the transactions contemplated hereby, subject to the provisions of this Agreement.
Section 9.3      Affiliate or Subsidiary Action . Wherever a Party to this Agreement has an obligation under this Agreement to “cause” an Affiliate or Subsidiary of such Party or any such Affiliate’s or Subsidiary’s officers, directors, management or employees to take, or refrain from taking, any action, or such action may be necessary to accomplish the purposes of this Agreement, such

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obligation of such Party shall be deemed to include an undertaking on the part of such Party to cause such Affiliate or Subsidiary to take such necessary action. Wherever this Agreement provides that an Affiliate or Subsidiary of a Party has an obligation to take, or refrain from taking, any action, such Party shall be deemed to have an obligation under this Agreement to cause such Affiliate or Subsidiary or any such Affiliate’s or Subsidiary’s officers, directors, management or employees to take, or refrain from taking, any action, or such action as may be necessary to accomplish the purposes of this Agreement. Any failure by an Affiliate or a Subsidiary of any Party to take, or refrain from taking, any action contemplated by this Agreement shall be deemed to be a breach of this Agreement by such Party.
Section 9.4      Confidential Information .
(a)      Subject to Section 9.5(b), from and after the Effective Date, each Party that receives or obtains Confidential Information, or whose Subsidiaries receive or obtain Confidential Information (collectively, the “ Receiving Party ”), from another Party or any of its Subsidiaries (collectively, the “ Disclosing Party ”) as a result of the transactions contemplated by this Agreement shall treat such Confidential Information as confidential, shall use such Confidential Information only for the purposes of performing or giving effect to this Agreement, shall not disclose or use any such Confidential Information except as provided herein and shall take all necessary steps to ensure that its directors, officers, employees, agents and representatives do not disclose or use any such Confidential Information except as provided herein.
(b)      Section 9.5(a) shall not prohibit the disclosure or use of any Confidential Information if and to the extent:
(i)      the disclosure or use is required by Applicable Law or for the purpose of any judicial or administrative proceedings ( provided that , to the extent practicable and permitted by Applicable Law, prior to such disclosure or use, the Receiving Party shall (A) promptly notify the Disclosing Party of such requirement and provide the Disclosing Party with a list of Confidential Information to be disclosed (unless the provision of such notice is not permissible under Applicable Law) and (B) reasonably cooperate in obtaining, at the expense of the Disclosing Party, a protective order covering, or confidential treatment for, such Confidential Information);
(ii)      the disclosure is to any Governmental Authority having jurisdiction over the Receiving Party in connection with supervisory discussions with, and examinations by, such Governmental Authority;
(iii)      the Confidential Information is or becomes generally available to the public (other than as a result of an unauthorized disclosure, whether direct or indirect, by the Receiving Party); provided that there is written evidence of the public availability of such Confidential Information;
(iv)      the Confidential Information is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party ( provided that , such sources are not known by the Receiving Party to be subject to another confidentiality obligation; and

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provided , further , that there is evidence in the Receiving Party’s written records of the source of such Confidential Information); or
(v)      the disclosure or use of such Confidential Information is made with the Disclosing Party’s prior written approval.
(c)      Each Party’s Confidential Information shall remain the property of that Party. Each Party shall use at least the same degree of care, but in any event no less than a reasonable degree of care, to prevent disclosing to third parties the Confidential Information of any other Party as it employs to avoid unauthorized disclosure, publication or dissemination of its own information of a similar nature.
(d)      Upon the termination of this Agreement, the Receiving Party agrees to return all of the other Party’s Confidential Information in its possession, custody and control. In lieu of returning such information, the Receiving Party may, at its election, provide the Disclosing Party with a written certification that any and all such Confidential Information has been destroyed or otherwise rendered inaccessible, unreadable or unavailable. Notwithstanding the foregoing, the Receiving Party may, following the termination of this Agreement, retain copies of such Confidential Information in connection with any bona fide internal record keeping requirement or for any legal or regulatory purpose provided that it does so in accordance with the terms and conditions of this Section 9.5 for the duration of such retention.
Section 9.5      Interpretation; Effect . The words “hereof”, “herein” and “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified. All Exhibits annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “but not limited to” or “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any agreement (including this Agreement), contract, statute or regulation are to the agreement, contract, statute or regulation as amended, modified, supplemented, restated or replaced from time to time (in the case of an agreement or contract, to the extent permitted by the terms thereof), and to any section of any statute or regulation include any successor to the section. Headings and numbering of sections and paragraphs in this Agreement are for convenience only and will not be construed to define or limit any of the terms in this Agreement or affect the meaning or interpretation of this Agreement. This Agreement is the product of negotiation by the Parties, having the assistance of counsel and other advisers and the Parties intend that this Agreement not be construed more strictly with regard to one Party than with regard to any other. No provision of this Agreement is to be construed to require, directly or indirectly, any person to take any action, or omit to take any action, to the extent such action or omission would violate Applicable Law (including statutory and common law), rule or regulation.
Section 9.6      Severability . In the event that any provision of this Agreement is declared invalid, void or unenforceable, the remainder of this Agreement shall remain in full force and effect, and

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such invalid, void or unenforceable provision shall be interpreted in a manner that accomplishes, to the extent possible, the original purpose of such provision.
Section 9.7      Applicable Law . Except to the extent preempted by United States Federal law, this Agreement shall be governed by, and interpreted in accordance with, the laws of the State of New York applicable to contracts made and to be performed entirely within such State, without regard to the conflicts of law principles thereof to the extent that such principles would apply the law of another jurisdiction.
Section 9.8      Specific Performance . In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the affected Party shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The other Parties shall not oppose the granting of such relief. The Parties agree that the remedies at law for any breach or threatened breach hereof, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are hereby waived.
Section 9.9      Force Majeure . No Party shall be liable for any failure of performance to the extent attributable to acts, events or causes (including war, riot, rebellion, civil disturbances, flood, storm, fire and earthquake or other acts of God or conditions or events of nature, or any act of any Governmental Authority) beyond its control to prevent in whole or in part performance by such Party under this Agreement.
Section 9.10      Amendment, Modification and Waiver . This Agreement may be amended, modified or supplemented at any time by written agreement of the Parties. Any failure of any Party to comply with any term or provision of this Agreement may be waived by the other Parties, by an instrument in writing signed by such Parties, but such waiver or failure to insist upon strict compliance with such term or provision shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure to comply.
Section 9.11      Assignment . This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns. Holdings shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of AXA Group, except as provided in this Section 9.12. Any purported assignment in violation of this Section 9.12 shall be null and void ab initio.
Section 9.12      Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. The counterparts of this Agreement may be executed and delivered by facsimile or other electronic imaging means (including in pdf or tif format sent by electronic mail) by a Party to the other Parties and the receiving Party may rely on the receipt of such document so executed and delivered by facsimile or other electronic imaging means as if the original had been received.

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[SIGNATURE PAGE FOLLOWS]


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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the Effective Date.
AXA EQUITABLE HOLDINGS, INC.
By:      /s/ Anders Malmström    
    Name: Anders Malmström
    Title: Senior Executive Vice President
        and Chief Financial Officer
AXA S.A.
By:      /s/ Helen Browne    
    Name: Helen Browne
    Title: Group General Counsel
AXA FINANCIAL, INC.
(solely for purposes of Section 9.3(a))


By: /s/ Anders Malmström    
    Name: Anders Malmström
    Title: Senior Executive Vice President
        and Chief Financial Officer


 

Schedule 1
Licensed Trademarks

TERRITORY
MARK
NUMBER
CLASS
USA
AXA
1290037
35, 36
USA
AXA
1679597
36
USA
AXA
2118193
38
USA
A2416704A01.JPG
2416704
35,36
USA
A87759872.JPG
87759872
35, 36
USA
A2072157.JPG
2072157
36
USA
AXA ADVISORS
2546263
36
USA
A3938187.JPG
3938187
36, 39 , 41, 44
USA
BORN TO PROTECT
1182049 (4623063)
35, 36, 37, 38, 39, 41, 43, 44, 45
USA
REDEFINING / STANDARDS
3 759 282
36, 39, 41, 44
USA
A987075.JPG
987075 (3763340)
35, 36
USA
Your Future, Protected
4400862
36
USA
A1276934.JPG
1276934
35, 36, 38, 41
USA
A1283522.JPG
1283522
9, 37, 38, 40, 42
USA
A987231.JPG
987231 (3771677)
35, 36
Canada
AXA
452315
36
Canada
A433066.JPG
433066
36


25

 

Schedule 2
Licensed Domain Names

Domain Name
Domain Registration Status
Registrant or top level organisation that owns registrant
axaachievement.com
Registered
AXA US
axaachievement.org
Registered
AXA US
axa-achievement.org
Registered
AXA US
axaachievementprogram.com
Registered
AXA US
axa-achievementprogram.com
Registered
AXA US
axaachievementprogram.org
Registered
AXA US
axa-achievementprogram.org
Registered
AXA US
axaachievementscholarship.com
Registered
AXA US
axa-achievementscholarship.com
Registered
AXA US
axaachievementscholarship.org
Registered
AXA US
axa-achievementscholarship.org
Registered
AXA US
axaachievers.com
Registered
AXA US
axa-achievers.com
Registered
AXA US
axaachievers.org
Registered
AXA US
axa-achievers.org
Registered
AXA US
axaachivementscholarship.com
Registered
AXA US
axa-achivementscholarship.com
Registered
AXA US
axaachivementscholarship.org
Registered
AXA US
axa-achivementscholarship.org
Registered
AXA US
axa-advisers.biz
Registered
AXA US
axaadvisors.biz
Registered
AXA US
axa-advisors.biz
Registered
AXA US
axaadvisors.cc
Registered
AXA US
axa-advisors.cc
Registered
AXA US
axaadvisors.net
Registered
AXA US
axaadvisors.org
Registered
AXA US
axa-advisors.org
Registered
AXA US
axaadvisors.tv
Registered
AXA US

26

 

axa-advisors.tv
Registered
AXA US
axaadvisors.ws
Registered
AXA US
axa-advisors.ws
Registered
AXA US
axa-coverage.com
Registered
AXA US
axadist.biz
Registered
AXA US
axa-dist.biz
Registered
AXA US
axa-dist.com
Registered
AXA US
axadist.net
Registered
AXA US
axa-dist.net
Registered
AXA US
axadist.tv
Registered
AXA US
axa-dist.tv
Registered
AXA US
axadistributor.biz
Registered
AXA US
axa-distributor.biz
Registered
AXA US
axa-distributor.com
Registered
AXA US
axadistributor.net
Registered
AXA US
axa-distributor.net
Registered
AXA US
axadistributor.tv
Registered
AXA US
axa-distributor.tv
Registered
AXA US
axadistributors.biz
Registered
AXA US
axa-distributors.biz
Registered
AXA US
axadistributors.net
Registered
AXA US
axa-distributors.net
Registered
AXA US
axadistributors.tv
Registered
AXA US
axa-distributors.tv
Registered
AXA US
axadistributorsllc.biz
Registered
AXA US
axa-distributorsllc.biz
Registered
AXA US
axadistributorsllc.com
Registered
AXA US
axa-distributorsllc.com
Registered
AXA US
axadistributorsllc.net
Registered
AXA US
axa-distributorsllc.net
Registered
AXA US
axadistributorsllc.tv
Registered
AXA US
axa-distributorsllc.tv
Registered
AXA US
axaeq.biz
Registered
AXA US
axaeq.com
Registered
AXA US
axaeq.info
Registered
AXA US
axaeq.net
Registered
AXA US
axaeq.org
Registered
AXA US
axaeq.tv
Registered
AXA US
axaeq.ws
Registered
AXA US

27

 

axaeqla.biz
Registered
AXA US
axaeqla.com
Registered
AXA US
axaeqla.info
Registered
AXA US
axaeqla.net
Registered
AXA US
axaeqla.org
Registered
AXA US
axaeqla.tv
Registered
AXA US
axaeqla.ws
Registered
AXA US
axaequitable.biz
Registered
AXA US
axaequitable.cc
Registered
AXA US
axaequitable.net
Registered
AXA US
axaequitable.org
Registered
AXA US
axaequitable.tv
Registered
AXA US
axaequitable.ws
Registered
AXA US
axaeventproductioncenter.com
Registered
AXA US
axafinancial.biz
Registered
AXA US
axafinancial.net
Registered
AXA US
axa-financial.net
Registered
AXA US
axafinancial.org
Registered
AXA US
axa-financial.org
Registered
AXA US
axafinancial.tv
Registered
AXA US
axa-financial.tv
Registered
AXA US
axafinancial.ws
Registered
AXA US
axa-financial.ws
Registered
AXA US
axafinancialservices.com
Registered
AXA US
axa-financialservices.info
Registered
AXA US
axafinancialservices.net
Registered
AXA US
axa-financialservices.net
Registered
AXA US
axafinancialservices.org
Registered
AXA US
axa-financialservices.org
Registered
AXA US
axafinancialservices.tv
Registered
AXA US
axa-financialservices.tv
Registered
AXA US
axafinancialservices.ws
Registered
AXA US
axa-financialservices.ws
Registered
AXA US
axafs.biz
Registered
AXA US
axa-fs.biz
Registered
AXA US
axafs.com
Registered
AXA US
axa-fs.com
Registered
AXA US
axafs.info
Registered
AXA US
axa-fs.info
Registered
AXA US

28

 

axafs.net
Registered
AXA US
axa-fs.net
Registered
AXA US
axafs.org
Registered
AXA US
axafs.tv
Registered
AXA US
axa-fs.tv
Registered
AXA US
axafs.ws
Registered
AXA US
axa-fs.ws
Registered
AXA US
axa-funds.com
Registered
AXA US
axa-funds.net
Registered
AXA US
axa-funds.org
Registered
AXA US
axaglobalrisks.biz
Registered
AXA US
axaglobalrisks.com
Registered
AXA US
axaglobalrisks.info
Registered
AXA US
axaglobalrisks.net
Registered
AXA US
axaglobalrisks.org
Registered
AXA US
axaglobalrisks.tv
Registered
AXA US
axaglobalrisks.ws
Registered
AXA US
axainsurance.biz
Registered
AXA US
axainsurance.info
Registered
AXA US
axainsurance.org
Registered
AXA US
axa-insurance.org
Registered
AXA US
axainsurance.tv
Registered
AXA US
axa-insurance.tv
Registered
AXA US
axainsurance.ws
Registered
AXA US
axa-insurance.ws
Registered
AXA US
axainvestmentmanagers.biz
Registered
AXA US
axainvestmentmanagers.tv
Registered
AXA US
axalife.biz
Registered
AXA US
axa-life.biz
Registered
AXA US
axalife.info
Registered
AXA US
axa-life.info
Registered
AXA US
axalife.org
Registered
AXA US
axa-life.org
Registered
AXA US
axalife.tv
Registered
AXA US
axa-life.tv
Registered
AXA US
axalife.ws
Registered
AXA US
axa-life.ws
Registered
AXA US
axamutualfund.cc
Registered
AXA US
axamutualfund.com
Registered
AXA US

29

 

axamutualfund.net
Registered
AXA US
axamutualfund.org
Registered
AXA US
axamutualfund.tv
Registered
AXA US
axamutualfunds.biz
Registered
AXA US
axamutualfunds.cc
Registered
AXA US
axamutualfunds.com
Registered
AXA US
axa-mutualfunds.com
Registered
AXA US
axa-mutualfunds.info
Registered
AXA US
axamutualfunds.net
Registered
AXA US
axamutualfunds.org
Registered
AXA US
axamutualfunds.tv
Registered
AXA US
axanet.biz
Registered
AXA US
axanet.info
Registered
AXA US
axanet.net
Registered
AXA US
axanet.org
Registered
AXA US
axanet.tv
Registered
AXA US
axanet.ws
Registered
AXA US
axanetwork.biz
Registered
AXA US
axanetwork.cc
Registered
AXA US
axanetwork.net
Registered
AXA US
axanetwork.org
Registered
AXA US
axanetwork.tv
Registered
AXA US
axanetwork.ws
Registered
AXA US
axanorthamerica.biz
Registered
AXA US
axa-northamerica.biz
Registered
AXA US
axanorthamericainc.biz
Registered
AXA US
axaonline.biz
Registered
AXA US
axaonline.cc
Registered
AXA US
axaonline.tv
Registered
AXA US
axaonline.ws
Registered
AXA US
axaonlinebillmanager.biz
Registered
AXA US
axaonlinebills.biz
Registered
AXA US
axapremier.biz
Registered
AXA US
axa-premier.biz
Registered
AXA US
axapremierfund.biz
Registered
AXA US
axa-premierfund.biz
Registered
AXA US
axapremierfund.cc
Registered
AXA US
axa-premierfund.info
Registered
AXA US
axapremierfund.net
Registered
AXA US

30

 

axa-premierfund.net
Registered
AXA US
axapremierfund.org
Registered
AXA US
axapremierfund.tv
Registered
AXA US
axa-premierfund.ws
Registered
AXA US
axapremierfunds.biz
Registered
AXA US
axa-premierfunds.biz
Registered
AXA US
axapremierfunds.cc
Registered
AXA US
axa-premier-funds.com
Registered
AXA US
axa-premierfunds.info
Registered
AXA US
axapremierfunds.net
Registered
AXA US
axa-premierfunds.net
Registered
AXA US
axa-premier-funds.net
Registered
AXA US
axapremierfunds.org
Registered
AXA US
axapremierfunds.tv
Registered
AXA US
axa-premierfunds.tv
Registered
AXA US
axapremierfunds.ws
Registered
AXA US
axa-premierfunds.ws
Registered
AXA US
axapremierinc.biz
Registered
AXA US
axa-premierinc.biz
Registered
AXA US
axapremiermutualfund.biz
Registered
AXA US
axapremiermutualfund.cc
Registered
AXA US
axapremiermutualfund.com
Registered
AXA US
axapremiermutualfund.net
Registered
AXA US
axapremiermutualfund.org
Registered
AXA US
axapremiermutualfund.tv
Registered
AXA US
axapremiermutualfund.ws
Registered
AXA US
axapremiermutualfunds.biz
Registered
AXA US
axapremiermutualfunds.cc
Registered
AXA US
axapremiermutualfunds.com
Registered
AXA US
axapremiermutualfunds.net
Registered
AXA US
axapremiermutualfunds.org
Registered
AXA US
axapremiermutualfunds.tv
Registered
AXA US
axapremiermutualfunds.ws
Registered
AXA US
axapremiumfunds.biz
Registered
AXA US
axapremiumfunds.cc
Registered
AXA US
axapremiumfunds.net
Registered
AXA US
axapremiumfunds.org
Registered
AXA US
axapremiumfunds.tv
Registered
AXA US
axapremiumfunds.ws
Registered
AXA US

31

 

axaprivateclient.biz
Registered
AXA US
axa-privateclient.biz
Registered
AXA US
axarbg.biz
Registered
AXA US
axa-rbg.biz
Registered
AXA US
axarbg.com
Registered
AXA US
axa-rbg.com
Registered
AXA US
axarbg.info
Registered
AXA US
axa-rbg.info
Registered
AXA US
axarbg.net
Registered
AXA US
axa-rbg.net
Registered
AXA US
axarbg.org
Registered
AXA US
axa-rbg.org
Registered
AXA US
axarbg.tv
Registered
AXA US
axa-rbg.tv
Registered
AXA US
axa-retirementbenefitsgroup.biz
Registered
AXA US
axa-retirementbenefitsgroup.com
Registered
AXA US
axa-retirementbenefitsgroup.info
Registered
AXA US
axa-retirementbenefitsgroup.net
Registered
AXA US
axa-retirementbenefitsgroup.org
Registered
AXA US
axascholarship.com
Registered
AXA US
axascholarship.org
Registered
AXA US
axa-scholarship.org
Registered
AXA US
axashare.biz
Registered
AXA US
axa-share.biz
Registered
AXA US
axasource.biz
Registered
AXA US
axa-source.biz
Registered
AXA US
axa-us.biz
Registered
AXA US
axausa.biz
Registered
AXA US
axa-usa.biz
Registered
AXA US
axavision.biz
Registered
AXA US
axa-vision.biz
Registered
AXA US
axawholesaler.biz
Registered
AXA US
axa-wholesaler.biz
Registered
AXA US
axawholesaler.com
Registered
AXA US
axa-wholesaler.com
Registered
AXA US
axawholesaler.info
Registered
AXA US
axa-wholesaler.info
Registered
AXA US
axawholesaler.net
Registered
AXA US
axawholesaler.tv
Registered
AXA US

32

 

axa-wholesaler.tv
Registered
AXA US
axawholesaler.ws
Registered
AXA US
axa-wholesaler.ws
Registered
AXA US
axf.biz
Registered
AXA US
axf.cc
Registered
AXA US
myaxaadvisor.biz
Registered
AXA US
myaxa-advisor.biz
Registered
AXA US
myaxacenter.biz
Registered
AXA US
myaxafinancial.biz
Registered
AXA US
myaxa-financial.biz
Registered
AXA US
myaxaonline.biz
Registered
AXA US
myaxaportal.biz
Registered
AXA US
my-axaportal.biz
Registered
AXA US
myaxapro.biz
Registered
AXA US
myaxaprofessional.biz
Registered
AXA US
costcomp-int.us.axa.com
Registration in Progress
AXA US
www.Caitlyn.myaxa-advisors.com
Submitted
AXA US
www.amosakinyooye.myaxa-advisors.com
Submitted
AXA US
Brian.Hartmann.myaxa-advisors.com
Submitted
AXA US
Brianna.McClain.myaxa-advisors.com
Submitted
AXA US
Christopher.Cole.myaxa-advisors.com
Submitted
AXA US
Derek.Glabecki.myaxa-advisors.com
Submitted
AXA US
Joseph.Maldonado.myaxa-advisors.com
Submitted
AXA US
Manolo.Teijelo.myaxa-advisors.com
Submitted
AXA US
axaprivatemarkets.com
Registered
AXA US
www1-openam.us.axa.com
Registration in Progress
AXA US
rig.int.us.axa.com
Draft
AXA US
axanetwork.com
Registered
AXA US
axaseattle.com
Registered
AXA US
test-epolicyoffice.axa.com
Rejected
AXA US
pl.us.axa.com
Submitted
AXA US
axacsg.com
Registered
AXA US
axa.us.com
Registered
AXA US
axa2plan.com
Registered
AXA US
axa-achievement.com
Registered
AXA US
axa-ada.com
Registered
AXA US
axaadvisors.com
Registered
AXA US
axa-advisors.com
Registered
AXA US
axabrightlife.com
Registered
AXA US

33

 

axadistributors.com
Registered
AXA US
axa-distributors.com
Registered
AXA US
axadvisors.com
Registered
AXA US
axaequitable.com
Registered
AXA US
axa-equitable.com
Registered
AXA US
axafinancial.com
Registered
AXA US
axa-financial.com
Registered
AXA US
axa-foundation.com
Registered
AXA US
axaonline.com
Registered
AXA US
axascam.biz
Registered
AXA US
axascam.cc
Registered
AXA US
axascam.info
Registered
AXA US
axascam.mobi
Registered
AXA US
axascam.net
Registered
AXA US
axascam.tv
Registered
AXA US
axascam.us
Registered
AXA US
solutionsondemand-axa-equitable.com
Registered
AXA US
kevin.sullivan@axa-advisors.com
Submitted
AXA US
jeffrey.selman@axa-advisors.com
Submitted
AXA US
axa.us
Registered
AXA US
axa-equitablefunds.com
Registered
AXA US
axapremierfunds.com
Registered
AXA US
retirewithaxa.com
Registered
AXA US
axa-art.com
Registered
AXA ART
axa-artinsurance.com
Registered
AXA ART
axa-art-usa.com
Registered
AXA ART
axa-artinsurance.com
Registered
AXA ART
askaxa.com
Registered
AXA US
askaxa.net
Registered
AXA US
axa.me
Registered
AXA US
axa4u.com
Registered
AXA US
axa4u.net
Registered
AXA US
axa-broker.com
Registered
AXA US
axabrokers.biz
Registered
AXA US
axa-brokers.biz
Registered
AXA US
axabrokers.com
Registered
AXA US
axa-brokers.com
Registered
AXA US
axabrokers.info
Registered
AXA US
axa-brokers.info
Registered
AXA US

34

 

axabrokers.net
Registered
AXA US
axa-brokers.net
Registered
AXA US
axa-businessrisk.com
Registered
AXA US
axachannel.biz
Registered
AXA US
axa-channel.biz
Registered
AXA US
axachannel.com
Registered
AXA US
axa-channel.com
Registered
AXA US
axa-channel.info
Registered
AXA US
axa-channel.net
Registered
AXA US
axaclientservices.biz
Registered
AXA US
axa-clientservices.biz
Registered
AXA US
axaclientservices.com
Registered
AXA US
axa-clientservices.com
Registered
AXA US
axaclientsolutions.biz
Registered
AXA US
axa-clientsolutions.biz
Registered
AXA US
axaclientsolutions.com
Registered
AXA US
axa-clientsolutions.com
Registered
AXA US
axaclientsolutions.us
Registered
AXA US
axaadvice.biz
Registered
AXA US
axaadvice.com
Registered
AXA US
axaadviser.biz
Registered
AXA US
axaadviser.com
Registered
AXA US
axaadvisers.biz
Registered
AXA US
axaadvisers.com
Registered
AXA US
axa-advisers.com
Registered
AXA US
axaadvisor.biz
Registered
AXA US
axa-advisor.biz
Registered
AXA US
axa-advisor.com
Registered
AXA US
axaadvisor.us
Registered
AXA US
axa-advisor.us
Registered
AXA US
axa-advisors.info
Registered
AXA US
axa-advisors.mobi
Registered
AXA US
axa-advisors.net
Registered
AXA US
axaadvisors.us
Registered
AXA US
axa-advisors.us
Registered
AXA US
axaadvisorscomplaints.biz
Registered
AXA US
axa-advisors-complaints.biz
Registered
AXA US
axaadvisorscomplaints.cc
Registered
AXA US
axa-advisors-complaints.cc
Registered
AXA US

35

 

axaadvisorscomplaints.com
Registered
AXA US
axa-advisors-complaints.com
Registered
AXA US
axaadvisorscomplaints.info
Registered
AXA US
axa-advisors-complaints.info
Registered
AXA US
axaadvisorscomplaints.mobi
Registered
AXA US
axa-advisors-complaints.mobi
Registered
AXA US
axaadvisorscomplaints.net
Registered
AXA US
axa-advisors-complaints.net
Registered
AXA US
axaadvisorscomplaints.tv
Registered
AXA US
axa-advisors-complaints.tv
Registered
AXA US
axa-advisors-complaints.us
Registered
AXA US
axaadvisorsindiana.com
Registered
AXA US
axaadvisorsscam.biz
Registered
AXA US
axa-advisors-scam.biz
Registered
AXA US
axaadvisorsscam.cc
Registered
AXA US
axa-advisors-scam.cc
Registered
AXA US
axaadvisorsscam.com
Registered
AXA US
axa-advisors-scam.com
Registered
AXA US
axaadvisorsscam.info
Registered
AXA US
axa-advisors-scam.info
Registered
AXA US
axaadvisorsscam.mobi
Registered
AXA US
axa-advisors-scam.mobi
Registered
AXA US
axaadvisorsscam.net
Registered
AXA US
axa-advisors-scam.net
Registered
AXA US
axaadvisorsscam.tv
Registered
AXA US
axa-advisors-scam.tv
Registered
AXA US
axaadvisorsscam.us
Registered
AXA US
axa-advisors-scam.us
Registered
AXA US
axaadvisorstsa.com
Registered
AXA US
axaama.biz
Registered
AXA US
axa-ama.biz
Registered
AXA US
axaama.com
Registered
AXA US
axa-ama.com
Registered
AXA US
axaamericas.biz
Registered
AXA US
axaamericas.com
Registered
AXA US
axaamericasinc.biz
Registered
AXA US
axa-americasinc.biz
Registered
AXA US
axaamericasinc.com
Registered
AXA US
axa-americasinc.com
Registered
AXA US

36

 

axa-americasincnet.biz
Registered
AXA US
axa-asset-management.biz
Registered
AXA US
axa-asset-management.com
Registered
AXA US
axa-atretirement.biz
Registered
AXA US
axa-atretirement.com
Registered
AXA US
axa-atretirement.info
Registered
AXA US
axa-atretirement.net
Registered
AXA US
axa-atretirement.us
Registered
AXA US
axabillcenter.biz
Registered
AXA US
axabillcenter.com
Registered
AXA US
axabillcenter.net
Registered
AXA US
axabillcenter.org
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axaonlinebillmanager.us
Registered
AXA US
axaonlinebills.us
Registered
AXA US
myaxafinancial.com
Registered
AXA US
myaxa-financial.com
Registered
AXA US
axapremier.us
Registered
AXA US

48

 

axa-premier.us
Registered
AXA US
axapremierfund.com
Registered
AXA US
myaxaonline.com
Registered
AXA US
myaxaonline.net
Registered
AXA US
myaxaonline.org
Registered
AXA US
axa-premierfund.com
Registered
AXA US
axa-premierfund.tv
Registered
AXA US
axa-premierfunds.com
Registered
AXA US
myaxaportal.com
Registered
AXA US
my-axaportal.com
Registered
AXA US
myaxaportal.net
Registered
AXA US
my-axaportal.net
Registered
AXA US
myaxaportal.org
Registered
AXA US
my-axaportal.org
Registered
AXA US
axa-premier-funds.org
Registered
AXA US
axapremierinc.us
Registered
AXA US
axa-premierinc.us
Registered
AXA US
myaxapro.com
Registered
AXA US
myaxapro.net
Registered
AXA US
myaxapro.org
Registered
AXA US
axapremiermutualfund.us
Registered
AXA US
axapremiermutualfunds.us
Registered
AXA US
myaxaprofessional.com
Registered
AXA US
myaxaprofessional.net
Registered
AXA US
myaxaprofessional.org
Registered
AXA US
axapremiumfunds.us
Registered
AXA US
axaprivateclient.us
Registered
AXA US
axa-privateclient.us
Registered
AXA US
axarbg.us
Registered
AXA US
axa-rbg.us
Registered
AXA US
axaretirementbenefits.us
Registered
AXA US
axa-retirementbenefits.us
Registered
AXA US
axa-retirementbenefitsgroup.us
Registered
AXA US
axa-scholarship.com
Registered
AXA US
axashare.us
Registered
AXA US
axa-share.us
Registered
AXA US
axasource.us
Registered
AXA US
axa-source.us
Registered
AXA US
axasportsfinancial.com
Registered
AXA US

49

 

axa-us.us
Registered
AXA US
axausa.us
Registered
AXA US
axa-usa.us
Registered
AXA US
axavision.us
Registered
AXA US
axa-vision.us
Registered
AXA US
axawholesaler.us
Registered
AXA US
axa-wholesaler.us
Registered
AXA US
axf.us
Registered
AXA US
retirewithaxa.us
Registered
AXA US
solutionsondemand-axa-equitable.net
Registered
AXA US
solutionsondemand-axa-equitable.org
Registered
AXA US
solutionsondemand-axa-equitable.us
Registered
AXA US
thesourceusaxa.biz
Registered
AXA US
thesourceusaxa.info
Registered
AXA US
thesourceusaxa.net
Registered
AXA US
thesourceusaxa.us
Registered
AXA US
xa-equitable.com
Registered
AXA US
axa-epolicy.com
Registered
AXA US
axa.insurance
Registered
AXA US
preferences.us.axa.com
Registration in Progress
AXA US
myaxaadvisor.us
Registered
AXA US
myaxa-advisor.us
Registered
AXA US
myaxacenter.us
Registered
AXA US
myaxafinancial.us
Registered
AXA US
myaxa-financial.us
Registered
AXA US
myaxaonline.us
Registered
AXA US
myaxaportal.us
Registered
AXA US
my-axaportal.us
Registered
AXA US
myaxapro.us
Registered
AXA US
Andrew.Sternke.myaxa-advisors.com
Submitted
AXA US
myaxaprofessional.us
Registered
AXA US
David.England.myaxa-advisors.com
Submitted
AXA US
071317.all.axa.domains
Submitted
AXA US
intswft1.us.axa.com
Registration in Progress
AXA US
swft1.us.axa.com
Registration in Progress
AXA US
swft1.us.axa.com
Registration in Progress
AXA US
swft1.axa-equitable.com
Registration in Progress
AXA US
swft1.axaonline.com
Registration in Progress
AXA US
axaequitableholdings.com
Registration in Progress
AXA US

50

 

axaequitableholdings.biz
Registration in Progress
AXA US
axaequitableholdings.info
Registration in Progress
AXA US
axaequitableholdings.net
Registration in Progress
AXA US
axaequitableholdings.org
Registration in Progress
AXA US
axaequitableholdings.us
Registration in Progress
AXA US
axa-equitableholdings.com
Registration in Progress
AXA US
axa-equitableholdings.biz
Registration in Progress
AXA US
axa-equitableholdings.info
Registration in Progress
AXA US
axa-equitableholdings.net
Registration in Progress
AXA US
axa-equitableholdings.org
Registration in Progress
AXA US
axa-equitableholdings.us
Registration in Progress
AXA US
swft1.axa-advisors.com
Registration in Progress
AXA US
notification.us.axa.com
Submitted
AXA US
Schedule 3
Redirected Domain Names
Domain Name
Domain Registration Status
Please select the top level of the organisation where this domain will be registered
axaachievement.com
Registered
AXA US
axaachievement.org
Registered
AXA US
axa-achievement.org
Registered
AXA US
axaachievementprogram.com
Registered
AXA US
axa-achievementprogram.com
Registered
AXA US
axaachievementprogram.org
Registered
AXA US
axa-achievementprogram.org
Registered
AXA US
axaachievementscholarship.com
Registered
AXA US
axa-achievementscholarship.com
Registered
AXA US
axaachievementscholarship.org
Registered
AXA US
axa-achievementscholarship.org
Registered
AXA US
axaachievers.com
Registered
AXA US
axa-achievers.com
Registered
AXA US
axaachievers.org
Registered
AXA US
axa-achievers.org
Registered
AXA US
axaachivementscholarship.com
Registered
AXA US
axa-achivementscholarship.com
Registered
AXA US

51

 

axaachivementscholarship.org
Registered
AXA US
axa-achivementscholarship.org
Registered
AXA US
axa-advisers.biz
Registered
AXA US
axaadvisors.biz
Registered
AXA US
axa-advisors.biz
Registered
AXA US
axaadvisors.cc
Registered
AXA US
axa-advisors.cc
Registered
AXA US
axaadvisors.net
Registered
AXA US
axaadvisors.org
Registered
AXA US
axa-advisors.org
Registered
AXA US
axaadvisors.tv
Registered
AXA US
axa-advisors.tv
Registered
AXA US
axaadvisors.ws
Registered
AXA US
axa-advisors.ws
Registered
AXA US
axa-coverage.com
Registered
AXA US
axadist.biz
Registered
AXA US
axa-dist.biz
Registered
AXA US
axa-dist.com
Registered
AXA US
axadist.net
Registered
AXA US
axa-dist.net
Registered
AXA US
axadist.tv
Registered
AXA US
axa-dist.tv
Registered
AXA US
axadistributor.biz
Registered
AXA US
axa-distributor.biz
Registered
AXA US
axa-distributor.com
Registered
AXA US
axadistributor.net
Registered
AXA US
axa-distributor.net
Registered
AXA US
axadistributor.tv
Registered
AXA US
axa-distributor.tv
Registered
AXA US
axadistributors.biz
Registered
AXA US
axa-distributors.biz
Registered
AXA US
axadistributors.net
Registered
AXA US
axa-distributors.net
Registered
AXA US
axadistributors.tv
Registered
AXA US
axa-distributors.tv
Registered
AXA US
axadistributorsllc.biz
Registered
AXA US
axa-distributorsllc.biz
Registered
AXA US
axadistributorsllc.com
Registered
AXA US
axa-distributorsllc.com
Registered
AXA US
axadistributorsllc.net
Registered
AXA US
axa-distributorsllc.net
Registered
AXA US

52

 

axadistributorsllc.tv
Registered
AXA US
axa-distributorsllc.tv
Registered
AXA US
axaeq.biz
Registered
AXA US
axaeq.com
Registered
AXA US
axaeq.info
Registered
AXA US
axaeq.net
Registered
AXA US
axaeq.org
Registered
AXA US
axaeq.tv
Registered
AXA US
axaeq.ws
Registered
AXA US
axaeqla.biz
Registered
AXA US
axaeqla.com
Registered
AXA US
axaeqla.info
Registered
AXA US
axaeqla.net
Registered
AXA US
axaeqla.org
Registered
AXA US
axaeqla.tv
Registered
AXA US
axaeqla.ws
Registered
AXA US
axaequitable.biz
Registered
AXA US
axaequitable.cc
Registered
AXA US
axaequitable.net
Registered
AXA US
axaequitable.org
Registered
AXA US
axaequitable.tv
Registered
AXA US
axaequitable.ws
Registered
AXA US
axaeventproductioncenter.com
Registered
AXA US
axafinancial.biz
Registered
AXA US
axafinancial.net
Registered
AXA US
axa-financial.net
Registered
AXA US
axafinancial.org
Registered
AXA US
axa-financial.org
Registered
AXA US
axafinancial.tv
Registered
AXA US
axa-financial.tv
Registered
AXA US
axafinancial.ws
Registered
AXA US
axa-financial.ws
Registered
AXA US
axafinancialservices.com
Registered
AXA US
axa-financialservices.info
Registered
AXA US
axafinancialservices.net
Registered
AXA US
axa-financialservices.net
Registered
AXA US
axafinancialservices.org
Registered
AXA US
axa-financialservices.org
Registered
AXA US
axafinancialservices.tv
Registered
AXA US
axa-financialservices.tv
Registered
AXA US
axafinancialservices.ws
Registered
AXA US

53

 

axa-financialservices.ws
Registered
AXA US
axafs.biz
Registered
AXA US
axa-fs.biz
Registered
AXA US
axafs.com
Registered
AXA US
axa-fs.com
Registered
AXA US
axafs.info
Registered
AXA US
axa-fs.info
Registered
AXA US
axafs.net
Registered
AXA US
axa-fs.net
Registered
AXA US
axafs.org
Registered
AXA US
axafs.tv
Registered
AXA US
axa-fs.tv
Registered
AXA US
axafs.ws
Registered
AXA US
axa-fs.ws
Registered
AXA US
axa-funds.com
Registered
AXA US
axa-funds.net
Registered
AXA US
axa-funds.org
Registered
AXA US
axaglobalrisks.biz
Registered
AXA US
axaglobalrisks.com
Registered
AXA US
axaglobalrisks.info
Registered
AXA US
axaglobalrisks.net
Registered
AXA US
axaglobalrisks.org
Registered
AXA US
axaglobalrisks.tv
Registered
AXA US
axaglobalrisks.ws
Registered
AXA US
axainsurance.biz
Registered
AXA US
axainsurance.info
Registered
AXA US
axainsurance.org
Registered
AXA US
axa-insurance.org
Registered
AXA US
axainsurance.tv
Registered
AXA US
axa-insurance.tv
Registered
AXA US
axainsurance.ws
Registered
AXA US
axa-insurance.ws
Registered
AXA US
axainvestmentmanagers.biz
Registered
AXA US
axainvestmentmanagers.tv
Registered
AXA US
axalife.biz
Registered
AXA US
axa-life.biz
Registered
AXA US
axalife.info
Registered
AXA US
axa-life.info
Registered
AXA US
axalife.org
Registered
AXA US
axa-life.org
Registered
AXA US
axalife.tv
Registered
AXA US

54

 

axa-life.tv
Registered
AXA US
axalife.ws
Registered
AXA US
axa-life.ws
Registered
AXA US
axamutualfund.cc
Registered
AXA US
axamutualfund.com
Registered
AXA US
axamutualfund.net
Registered
AXA US
axamutualfund.org
Registered
AXA US
axamutualfund.tv
Registered
AXA US
axamutualfunds.biz
Registered
AXA US
axamutualfunds.cc
Registered
AXA US
axamutualfunds.com
Registered
AXA US
axa-mutualfunds.com
Registered
AXA US
axa-mutualfunds.info
Registered
AXA US
axamutualfunds.net
Registered
AXA US
axamutualfunds.org
Registered
AXA US
axamutualfunds.tv
Registered
AXA US
axanet.biz
Registered
AXA US
axanet.info
Registered
AXA US
axanet.net
Registered
AXA US
axanet.org
Registered
AXA US
axanet.tv
Registered
AXA US
axanet.ws
Registered
AXA US
axanetwork.biz
Registered
AXA US
axanetwork.cc
Registered
AXA US
axanetwork.net
Registered
AXA US
axanetwork.org
Registered
AXA US
axanetwork.tv
Registered
AXA US
axanetwork.ws
Registered
AXA US
axanorthamerica.biz
Registered
AXA US
axa-northamerica.biz
Registered
AXA US
axanorthamericainc.biz
Registered
AXA US
axaonline.biz
Registered
AXA US
axaonline.cc
Registered
AXA US
axaonline.tv
Registered
AXA US
axaonline.ws
Registered
AXA US
axaonlinebillmanager.biz
Registered
AXA US
axaonlinebills.biz
Registered
AXA US
axapremier.biz
Registered
AXA US
axa-premier.biz
Registered
AXA US
axapremierfund.biz
Registered
AXA US
axa-premierfund.biz
Registered
AXA US

55

 

axapremierfund.cc
Registered
AXA US
axa-premierfund.info
Registered
AXA US
axapremierfund.net
Registered
AXA US
axa-premierfund.net
Registered
AXA US
axapremierfund.org
Registered
AXA US
axapremierfund.tv
Registered
AXA US
axa-premierfund.ws
Registered
AXA US
axapremierfunds.biz
Registered
AXA US
axa-premierfunds.biz
Registered
AXA US
axapremierfunds.cc
Registered
AXA US
axa-premier-funds.com
Registered
AXA US
axa-premierfunds.info
Registered
AXA US
axapremierfunds.net
Registered
AXA US
axa-premierfunds.net
Registered
AXA US
axa-premier-funds.net
Registered
AXA US
axapremierfunds.org
Registered
AXA US
axapremierfunds.tv
Registered
AXA US
axa-premierfunds.tv
Registered
AXA US
axapremierfunds.ws
Registered
AXA US
axa-premierfunds.ws
Registered
AXA US
axapremierinc.biz
Registered
AXA US
axa-premierinc.biz
Registered
AXA US
axapremiermutualfund.biz
Registered
AXA US
axapremiermutualfund.cc
Registered
AXA US
axapremiermutualfund.com
Registered
AXA US
axapremiermutualfund.net
Registered
AXA US
axapremiermutualfund.org
Registered
AXA US
axapremiermutualfund.tv
Registered
AXA US
axapremiermutualfund.ws
Registered
AXA US
axapremiermutualfunds.biz
Registered
AXA US
axapremiermutualfunds.cc
Registered
AXA US
axapremiermutualfunds.com
Registered
AXA US
axapremiermutualfunds.net
Registered
AXA US
axapremiermutualfunds.org
Registered
AXA US
axapremiermutualfunds.tv
Registered
AXA US
axapremiermutualfunds.ws
Registered
AXA US
axapremiumfunds.biz
Registered
AXA US
axapremiumfunds.cc
Registered
AXA US
axapremiumfunds.net
Registered
AXA US
axapremiumfunds.org
Registered
AXA US
axapremiumfunds.tv
Registered
AXA US

56

 

axapremiumfunds.ws
Registered
AXA US
axaprivateclient.biz
Registered
AXA US
axa-privateclient.biz
Registered
AXA US
axarbg.biz
Registered
AXA US
axa-rbg.biz
Registered
AXA US
axarbg.com
Registered
AXA US
axa-rbg.com
Registered
AXA US
axarbg.info
Registered
AXA US
axa-rbg.info
Registered
AXA US
axarbg.net
Registered
AXA US
axa-rbg.net
Registered
AXA US
axarbg.org
Registered
AXA US
axa-rbg.org
Registered
AXA US
axarbg.tv
Registered
AXA US
axa-rbg.tv
Registered
AXA US
axa-retirementbenefitsgroup.biz
Registered
AXA US
axa-retirementbenefitsgroup.com
Registered
AXA US
axa-retirementbenefitsgroup.info
Registered
AXA US
axa-retirementbenefitsgroup.net
Registered
AXA US
axa-retirementbenefitsgroup.org
Registered
AXA US
axascholarship.com
Registered
AXA US
axascholarship.org
Registered
AXA US
axa-scholarship.org
Registered
AXA US
axashare.biz
Registered
AXA US
axa-share.biz
Registered
AXA US
axasource.biz
Registered
AXA US
axa-source.biz
Registered
AXA US
axa-us.biz
Registered
AXA US
axausa.biz
Registered
AXA US
axa-usa.biz
Registered
AXA US
axavision.biz
Registered
AXA US
axa-vision.biz
Registered
AXA US
axawholesaler.biz
Registered
AXA US
axa-wholesaler.biz
Registered
AXA US
axawholesaler.com
Registered
AXA US
axa-wholesaler.com
Registered
AXA US
axawholesaler.info
Registered
AXA US
axa-wholesaler.info
Registered
AXA US
axawholesaler.net
Registered
AXA US
axawholesaler.tv
Registered
AXA US
axa-wholesaler.tv
Registered
AXA US

57

 

axawholesaler.ws
Registered
AXA US
axa-wholesaler.ws
Registered
AXA US
axf.biz
Registered
AXA US
axf.cc
Registered
AXA US
myaxaadvisor.biz
Registered
AXA US
myaxa-advisor.biz
Registered
AXA US
myaxacenter.biz
Registered
AXA US
myaxafinancial.biz
Registered
AXA US
myaxa-financial.biz
Registered
AXA US
myaxaonline.biz
Registered
AXA US
myaxaportal.biz
Registered
AXA US
my-axaportal.biz
Registered
AXA US
myaxapro.biz
Registered
AXA US
myaxaprofessional.biz
Registered
AXA US
costcomp-int.us.axa.com
Registration in Progress
AXA US
www.Caitlyn.myaxa-advisors.com
Submitted
AXA US
www.amosakinyooye.myaxa-advisors.com
Submitted
AXA US
Brian.Hartmann.myaxa-advisors.com
Submitted
AXA US
Brianna.McClain.myaxa-advisors.com
Submitted
AXA US
Christopher.Cole.myaxa-advisors.com
Submitted
AXA US
Derek.Glabecki.myaxa-advisors.com
Submitted
AXA US
Joseph.Maldonado.myaxa-advisors.com
Submitted
AXA US
Manolo.Teijelo.myaxa-advisors.com
Submitted
AXA US
axaprivatemarkets.com
Registered
AXA US
www1-openam.us.axa.com
Registration in Progress
AXA US
rig.int.us.axa.com
Draft
AXA US
axanetwork.com
Registered
AXA US
axaseattle.com
Registered
AXA US
test-epolicyoffice.axa.com
Rejected
AXA US
pl.us.axa.com
Submitted
AXA US
axacsg.com
Registered
AXA US
axa.us.com
Registered
AXA US
axa2plan.com
Registered
AXA US
axa-achievement.com
Registered
AXA US
axa-ada.com
Registered
AXA US
axaadvisors.com
Registered
AXA US
axa-advisors.com
Registered
AXA US
axabrightlife.com
Registered
AXA US
axadistributors.com
Registered
AXA US
axa-distributors.com
Registered
AXA US
axadvisors.com
Registered
AXA US

58

 

axaequitable.com
Registered
AXA US
axa-equitable.com
Registered
AXA US
axafinancial.com
Registered
AXA US
axa-financial.com
Registered
AXA US
axa-foundation.com
Registered
AXA US
axaonline.com
Registered
AXA US
axascam.biz
Registered
AXA US
axascam.cc
Registered
AXA US
axascam.info
Registered
AXA US
axascam.mobi
Registered
AXA US
axascam.net
Registered
AXA US
axascam.tv
Registered
AXA US
axascam.us
Registered
AXA US
solutionsondemand-axa-equitable.com
Registered
AXA US
kevin.sullivan@axa-advisors.com
Submitted
AXA US
jeffrey.selman@axa-advisors.com
Submitted
AXA US
axa.us
Registered
AXA US
axa-equitablefunds.com
Registered
AXA US
axapremierfunds.com
Registered
AXA US
retirewithaxa.com
Registered
AXA US




59

EXECUTION VERSION

DIRECTOR INDEMNIFICATION AGREEMENT
Indemnification Agreement (this “ Agreement ”), dated the date set forth on the signature page hereof, between AXA Equitable Holdings, Inc., a Delaware corporation (the “ Company ”) and the director whose name appears on the signature page hereof (“ Indemnitee ”).
WHEREAS, qualified persons are reluctant to serve corporations as directors or otherwise unless they are provided with appropriate indemnification and insurance against claims arising out of their service to and activities on behalf of the corporations;
WHEREAS, the Company has determined that attracting and retaining such persons is in the best interests of the Company and its stockholders, and the Company desires the benefits of having Indemnitee serve as a director secure in the knowledge that any and all expenses, liability or losses incurred by him or her in his or her good faith service to the Company will be borne by the Company and its successors and assigns;
WHEREAS, the Company has determined that it is reasonable, prudent and necessary for the Company to indemnify Indemnitee to the fullest extent permitted by applicable law and to provide reasonable assurance regarding insurance;
WHEREAS, this Agreement is a supplement to and in furtherance of the bylaws and certificate of incorporation of the Company, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and
WHEREAS, Indemnitee does not regard the protection available under the Company’s bylaws, certificate of incorporation and insurance as adequate in the present circumstances, and may not be willing to serve as a director without adequate protection and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he or she be so indemnified.
NOW, THEREFORE, in consideration of the Indemnitee’s agreement as a director from and after the date hereof, the Company and Indemnitee hereby agree as follows:
1. Defined Terms; Construction .
(a)      Defined Terms . As used in this Agreement, the following terms shall have the following meanings:
“ Change in Control ” means, and shall be deemed to have occurred if, on or after the date of this Agreement, ( i ) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than ( A ) a trustee or other

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fiduciary holding securities under an employee benefit plan of the Company or any of its Subsidiaries acting in such capacity, or ( B ) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing more than 50% of the total voting power represented by the Company’s then outstanding Voting Securities, ( ii ) during any period of two consecutive years commencing from and after the date hereof, individuals who at the beginning of such period constitute the board of directors of the Company (the “ Board ”) and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, ( iii ) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation other than a merger or consolidation that would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 50% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, ( iv ) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of related transactions) all or substantially all of its assets, or ( v ) the Company shall file or have filed against it, and such filing shall not be dismissed, any bankruptcy, insolvency or dissolution proceedings, or a trustee, administrator or creditors committee shall be appointed to manage or supervise the affairs of the Company.
“ Corporate Status ” means the status of a person who is or was a director (or a member of any committee of a board of directors), officer, employee or agent (including without limitation a manager of a limited liability company) of the Company or any of its Subsidiaries, or of any predecessor thereof, or is or was serving at the request of the Company as a director (or a member of any committee of a board of directors), officer, employee or agent (including without limitation a manager of a limited liability company), of another entity, or of any predecessor thereof, including service with respect to an employee benefit plan.
“ Determination ” means a determination that either ( x ) there is a reasonable basis for the conclusion that indemnification of Indemnitee is proper in the circumstances because Indemnitee met a particular standard of conduct (a “ Favorable Determination ”) or ( y ) there is no reasonable basis for the conclusion that indemnification of Indemnitee is proper in the circumstances because Indemnitee met a particular standard of conduct (an “ Adverse Determination ”). An Adverse Determination shall include the decision that a Determination

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was required in connection with indemnification and the decision as to the applicable standard of conduct.
“ DGCL ” means the General Corporation Law of the State of Delaware, as amended from time to time.
“ Expenses ” means all attorneys’ fees and expenses, retainers, court, arbitration and mediation costs, transcript costs, fees and expenses of experts, witnesses and public relations consultants, bonds, costs of collecting and producing documents, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, Insolvency Hearing Costs and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in (whether or not a party thereto), appealing or otherwise participating in a Proceeding.
“ Independent Legal Counsel ” means an attorney or firm of attorneys competent to render an opinion under the applicable law, selected in accordance with the provisions of Section 5(e), who has not performed any services (other than services in connection with a Determination or a determination regarding the rights of indemnitees under other indemnity agreements with the Company) for the Company or any of its Subsidiaries, Indemnitee or any other party to the Proceeding giving rise to the claim for indemnification hereunder within the last three years. Notwithstanding the foregoing, the term “Independent Legal Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.
“ Insolvency Hearing Costs ” means the reasonable fees, costs and expenses incurred by Indemnitee to retain legal advisors for that Indemnitee’s preparation for and attendance at any formal or official hearing in connection with the investigation or inquiry into the affairs of any Company by any bankruptcy trustee or insolvency administrator, receiver, or liquidator or the equivalent under the laws of any jurisdiction where the facts underlying such hearing, investigation or inquiry may be expected to give rise to a Proceeding against such Indemnitee. Insolvency Hearing Costs shall not include any remuneration of any Indemnitee.
“ Proceeding ” means a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including without limitation ( i ) a claim, demand, discovery request, formal or informal investigation, inquiry, administrative hearing, arbitration or other form of alternative dispute resolution, ( ii ) an appeal from any of the foregoing and ( iii ) any such action, suit or proceeding brought by or in the right of

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the Company or a third-party or in which Indemnitee is solely a witness in a proceeding involving the Company.
“ Subsidiary ” means any corporation, limited liability company, partnership or other entity, a majority of whose outstanding voting securities is owned, directly or indirectly, by a Company.
“ Voting Securities ” means any securities of the Company that vote generally in the election of directors of the Company.
(b)      Construction . For purposes of this Agreement,
(i)      References to the Company and any of its Subsidiaries shall include any corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise that before or after the date of this Agreement is party to a merger or consolidation with the Company or any such Subsidiary or that is a successor to the Company as contemplated by Section 9(e) (whether or not such successor has executed and delivered the written agreement contemplated by Section 9(e)).
(ii)      References to “fines” shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan.
(iii)      References to a “witness” in connection with a Proceeding shall include any interviewee or person called upon to produce documents in connection with such Proceeding.
2.      Agreement to Serve .
Indemnitee agrees to serve as a director of the Company or one or more of its Subsidiaries and in such other capacities as Indemnitee may serve at the request of the Company from time to time, and by its execution of this Agreement the Company confirms its request that Indemnitee serve as a director and in such other capacities. Indemnitee shall be entitled to resign or otherwise terminate such service with immediate effect at any time, and neither such resignation or termination nor the length of such service shall affect Indemnitee’s rights under this Agreement. This Agreement shall not constitute an employment agreement, supersede any employment agreement to which Indemnitee is a party or create any right of Indemnitee to continued employment or appointment.
3.      Indemnification .

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(a)      Priority of Indemnities . The obligations of the Company hereunder shall be primary, and any advancement or indemnification obligations of AXA S.A. or any other affiliate of AXA S.A. or the Company shall be secondary.
(b)      General Indemnification . Subject to Section 3(f), the Company shall indemnify Indemnitee, to the fullest extent permitted by applicable law in effect on the date hereof or as amended to increase the scope of permitted indemnification, against ( i ) Expenses, losses, liabilities, judgments, fines, penalties and amounts paid in settlement related thereto (including all interest, taxes, assessments and other charges in connection therewith) incurred by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding in any way connected with, resulting from or relating to Indemnitee’s Corporate Status, or ( ii ) any claims (including Expenses, losses, liabilities, judgments, fines, penalties and amounts paid in settlement related thereto and professional advisory service fees and expenses incurred in respect thereof (including all interest, taxes, assessments and other charges in connection therewith)) arising due to the Company paying compensation in respect of such Corporate Status other than in accordance with the payment terms otherwise applicable thereto, in each case whether or not Indemnitee is a party to such Proceeding and whether or not Indemnitee is serving in such Indemnitee’s Corporate Status at the time any liability or Expense is incurred for which indemnification, reimbursement, or advancement of Expenses can be provided under this Agreement. Indemnitee shall have the right to choose counsel of his or her own choice.
(c)      Additional Indemnification Regarding Expenses . Without limiting the foregoing, in the event any Proceeding is initiated by Indemnitee, the Company, any of the Company’s Subsidiaries or any other person to enforce or interpret this Agreement or any rights of Indemnitee to indemnification or advancement of Expenses (or related obligations of Indemnitee) under the Company’s or any such Subsidiary’s certificate of incorporation, bylaws or other organizational agreement or instrument, any other agreement to which Indemnitee and the Company or any of its Subsidiaries is party, any vote of stockholders, unitholders, members, managers, partners or directors of the Company or any of its Subsidiaries, the DGCL, any other applicable law or any liability insurance policy, to the fullest extent allowable under applicable law, the Company shall indemnify Indemnitee against Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding in proportion to the success achieved by Indemnitee in such Proceeding and the efforts required to obtain such success, as determined by the court presiding over such Proceeding. Indemnitee shall be required to reimburse the Company in the event that a final judicial determination is made that such action brought by Indemnitee was frivolous or made in bad faith.
(d)      Partial Indemnification . If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion of any Expenses, losses, liabilities, judgments, fines, penalties and amounts paid in settlement incurred by

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Indemnitee, but not for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for such portion.
(e)      Nonexclusivity . The indemnification and advancement rights provided by this Agreement shall not be deemed exclusive of any rights to which Indemnitee may now or in the future be entitled under the certificate of incorporation, bylaws or other organizational agreement or instrument of the Company or any of its Subsidiaries, any other agreement, any vote of stockholders or directors, the DGCL, any other applicable law or any liability insurance policy. Every other right and remedy shall be cumulative and in addition to every right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the certificate of incorporation, bylaws or other organizational agreement or instrument of the Company or any of its Subsidiaries and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change.
(f)      Exceptions . Any other provision herein to the contrary notwithstanding, the Company shall not be obligated under this Agreement to indemnify Indemnitee:
(i)      For Expenses incurred in connection with Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, application for declaratory relief, counterclaim or crossclaim, except ( x ) as contemplated by Section 3(c) and Section 3(b)(ii), ( y ) in specific cases if the Board has approved the initiation or bringing of such Proceeding and ( z ) if the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or as may be required by law.
(ii)      For an accounting of profits arising from the purchase or sale by the Indemnitee of securities of the Company in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute.
(iii)      If and to the extent that it should ultimately be determined by a court of competent jurisdiction in a final and non-appealable decision that Indemnitee acted in bad faith and in a manner which he or she reasonably believed not to be in or opposed to the best interests of the Company, and, with respect to any

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criminal action or proceeding, Indemnitee had reasonable cause to believe that his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed not to be in or opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
(g)      Subrogation . In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute such documents and do such acts as the Company may reasonably request to secure such rights and to enable the Company effectively to bring suit to enforce such rights.
(h)      Contribution .
(i)      The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors or employees of the Company (other than Indemnitee) who may be jointly liable with Indemnitee.
(ii)      To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, Employee Retirement Income Security Act excise taxes or penalties and amounts paid or to be paid in settlement), in connection with any Proceeding, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect ( x ) the relative benefits received by the Company and Indemnitee as a result of the event(s) or transaction(s) giving cause to such Proceeding and ( y ) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) or transaction(s).
4.      Advancement of Expenses .
The Company shall pay all Expenses incurred by Indemnitee in connection with any Proceeding in any way connected with, resulting from or relating to Indemnitee’s Corporate Status, other than a Proceeding initiated by Indemnitee for which the Company would not be obligated to indemnify Indemnitee pursuant to Section 3(f)(i), in advance of the final disposition of such Proceeding, without regard to whether ( a ) Indemnitee will ultimately be entitled to be indemnified for such Expenses, ( b ) an Adverse Determination has been made, except as contemplated by the last sentence of Section 5(f) or ( c ) Indemnitee is able to repay

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the Expenses. Indemnitee shall repay such amounts advanced only if and to the extent that it shall ultimately be determined by a court of competent jurisdiction in a final and non-appealable decision that Indemnitee is not entitled to be indemnified by the Company for such Expenses. Such repayment obligation shall be unsecured and shall not bear interest. The Company shall not impose on Indemnitee additional conditions to advancement or require from Indemnitee additional undertakings regarding repayment. The Company agrees that for purposes of any advancement of Expenses for which Indemnitee has made written demand to the Company in accordance with this Agreement, all Expenses included in such demand that are certified by affidavit of Indemnitee’s counsel as being reasonable shall be presumed conclusively to be reasonable.
5.      Indemnification Procedure .
(a)      Notice of Proceeding; Cooperation . Indemnitee shall give the Company notice in writing as soon as practicable of any Proceeding for which indemnification or advancement of Expenses will or could be sought under this Agreement; provided that any failure or delay in giving such notice shall not relieve the Company of its obligations under this Agreement unless and to the extent that ( y ) none of the Company and its Subsidiaries are party to or aware of such Proceeding and ( z ) the Company is materially and adversely prejudiced by such failure. The Company shall be entitled to participate in the defense of any Proceeding entitled to indemnification under this Agreement or to assume the defense thereof, with counsel chosen by the Company and reasonably satisfactory to Indemnitee (not to be unreasonably withheld) upon delivery to Indemnitee of written notice of the Company’s election to do so; provided, however, that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that ( i ) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict of interest, ( ii ) the named parties in such Proceeding (including any impleaded parties) include both the Company and Indemnitee and the Indemnitee concludes that there may be one or more legal defense available to him that are different from or in addition to those available to the Company or ( iii ) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel that is selected by Indemnitee and approved by the Company (which approval shall not be unreasonably delayed, conditioned or withheld) (but not more than one law firm plus, if applicable, local counsel in respect of any particular Proceeding), and all Expenses related to such separate counsel shall be borne by the Company.
(b)      Settlement . The Company will not, without the prior written consent of Indemnitee, which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee or which could have been brought against Indemnitee unless such settlement solely involves the payment of money by persons other than Indemnitee and includes an unconditional release of Indemnitee from all liability

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on any matters that are the subject of such Proceeding and an acknowledgment that Indemnitee denies all wrongdoing in connection with such matters. The Company shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s prior written consent, which shall not be unreasonably withheld.
(c)      Request for Payment; Timing of Payment . To obtain indemnification payments or advances under this Agreement, Indemnitee shall submit to the Company a written request therefor, together with such invoices or other supporting information as may be reasonably requested by the Company and reasonably available to Indemnitee. The Company shall make indemnification payments to Indemnitee no later than 30 days, and advances to Indemnitee no later than 10 days, after receipt of the written request (and such invoices or other supporting information) of Indemnitee.
(d)      Determination . The Company intends that Indemnitee shall be indemnified to the fullest extent permitted by law as provided in Section 3 and that no Determination shall be required in connection with such indemnification. In no event shall a Determination be required in connection with advancement of Expenses pursuant to Section 4 or in connection with indemnification for Expenses incurred as a witness or incurred in connection with any Proceeding or portion thereof with respect to which Indemnitee has been successful on the merits or otherwise (including, without limitation, settlement of any Proceeding with or without payment of money or other consideration or the termination of any issue or matter in such Proceeding by dismissal, with or without prejudice). Any decision that a Determination is required by law in connection with any other indemnification of Indemnitee, and any such Determination, shall be made within 30 days after receipt of Indemnitee’s written request for indemnification, as follows:
(i)      If no Change in Control has occurred, ( w ) by a majority vote of the directors of the Company who are not, and have never been, parties to such Proceeding, even though less than a quorum, with the advice of Independent Legal Counsel, or ( x ) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, with the advice of Independent Legal Counsel, or ( y ) if there are no such directors, or if such directors so direct, by Independent Legal Counsel in a written opinion to the Company and Indemnitee, or ( z ) by the stockholders of the Company.
(ii)      If a Change in Control has occurred, by Independent Legal Counsel in a written opinion to the Company and Indemnitee.
The Company shall pay all Expenses incurred by Indemnitee in connection with a Determination. The Company promptly will advise Indemnitee in writing with respect to any Adverse Determination, including a description of any reason or basis for which

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indemnification is denied. In the event of a Favorable Determination, payment to Indemnitee shall be made within 10 days after such determination. If the person, persons or entity empowered or selected under this Section 5(d) to determine whether Indemnitee is entitled to indemnification shall not have made a determination within 60 days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent ( i ) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification or ( ii ) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person, persons or entity making such determination with respect to entitlement to indemnification in good faith requires such additional time to obtain or evaluate documentation and/or information relating thereto.
(e)      Independent Legal Counsel . If there has not been a Change in Control, Independent Legal Counsel shall be selected by the Board and approved by Indemnitee (which approval shall not be unreasonably withheld or delayed). If there has been a Change in Control, Independent Legal Counsel shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld or delayed). The Company shall pay the fees and expenses of Independent Legal Counsel and indemnify Independent Legal Counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to its engagement.
(f)      Consequences of Determination; Remedies of Indemnitee . The Company shall be bound by and shall have no right to challenge a Favorable Determination. If an Adverse Determination is made, or if for any other reason the Company does not make timely indemnification payments or advances of Expenses, Indemnitee shall have the right to commence a Proceeding before a court of competent jurisdiction to challenge such Adverse Determination or to require the Company to make such payments or advances (and the Company shall have the right to defend its position in such Proceeding and to appeal any adverse judgment in such Proceeding). Indemnitee shall be entitled to be indemnified for all Expenses incurred in connection with such a Proceeding in accordance with Section 3(c) and to have such Expenses advanced by the Company in accordance with Section 4. If Indemnitee fails to challenge an Adverse Determination within 180 days after the Indemnitee has been notified of such Adverse Determination, or if Indemnitee challenges an Adverse Determination and such Adverse Determination has been upheld by a court of competent jurisdiction in a final and non-appealable decision, then, to the extent and only to the extent required by such Adverse Determination or final decision, the Company shall not be obligated to indemnify or advance Expenses to Indemnitee under this Agreement.

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(g)      Presumptions; Burden and Standard of Proof . In connection with any Determination, or any review of any Determination, by any person, including a court:
(i)      It shall be a presumption that a Determination is not required.
(ii)      It shall be a presumption that Indemnitee has met the applicable standard of conduct and has acted in good faith and that indemnification of Indemnitee is proper in the circumstances.
(iii)      The burden of proof shall be on the Company to overcome the presumptions set forth in the preceding clauses (i) and (ii), and each such presumption shall only be overcome if the Company establishes that there is no reasonable basis to support it.
(iv)      The termination of any Proceeding by judgment, order, finding (whether with or without court approval) or conviction, or upon a plea of nolo contendere , or its equivalent, shall not create a presumption that indemnification is not proper or that Indemnitee did not meet the applicable standard of conduct or that a court has determined that indemnification is not permitted by this Agreement or otherwise.
(v)      Neither the failure of any person or persons to have made a Determination nor an Adverse Determination by any person or persons shall be a defense to Indemnitee’s claim or create a presumption that Indemnitee did not meet the applicable standard of conduct, and any Proceeding commenced by Indemnitee pursuant to Section 5(f), other than one to enforce a Favorable Determination, shall be de novo with respect to all determinations of fact and law.
6.      Directors and Officers Liability Insurance .
(a)      Maintenance of Insurance . The Company will use commercially reasonable efforts (taking into account the scope and amount of coverage available related to the cost thereof) to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its Subsidiaries from certain liabilities. So long as the Company or any of its Subsidiaries maintains liability insurance for any directors, officers, managers, employees or agents of any such person, the Company shall ensure that Indemnitee is covered by such insurance in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s and its Subsidiaries’ then current directors and officers. If at any time ( i ) such insurance ceases to cover acts and omissions occurring during all or any part of the period of Indemnitee’s Corporate Status or ( ii ) neither the Company nor any of its Subsidiaries maintains any such insurance, the Company shall ensure that Indemnitee is covered, with respect to acts and omissions prior to such date, for at least six years (or such shorter period

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as is available on commercially reasonable terms) from such time, by other directors and officers liability insurance, in amounts and on terms (including the portion of the period of Indemnitee’s Corporate Status covered) no less favorable to Indemnitee than the amounts and terms of the liability insurance maintained by the Company on the date hereof. The Company shall notify Indemnitee of any negative change to coverage or policy terms prior to making any such planned change. Upon request by an Indemnitee, the Company shall provide, at least annually, a certification as to the insurance coverage maintained pursuant to this section. Notwithstanding the foregoing, Indemnitee shall not be obligated to seek recovery under any insurance policies of the Company.
(b)      Notice to Insurers . Upon receipt of notice of a Proceeding pursuant to Section 5(a), the Company shall give or cause to be given prompt notice of such Proceeding to all insurers providing liability insurance in accordance with the procedures set forth in all applicable or potentially applicable policies. The Company shall thereafter take all necessary action to cause such insurers to pay all amounts payable in accordance with the terms of such policies, unless the Company shall have paid in full all indemnification, advancement and other obligations payable to Indemnitee under this Agreement.
7.      Exculpation, etc .
(a)      Limitation of Liability . Indemnitee shall not be personally liable to the Company or any of its Subsidiaries or to the stockholders of the Company or any such Subsidiary for monetary damages for breach of fiduciary duty as a director of the Company or any such Subsidiary; provided , however , that the foregoing shall not eliminate or limit the liability of the Indemnitee ( i ) for any breach of the Indemnitee’s duty of loyalty to the Company or such Subsidiary or the stockholders thereof; ( ii ) for acts or omissions in bad faith or which involve intentional misconduct or a knowing violation of the law; ( iii ) under Section 174 of the DGCL or any similar provision of other applicable corporations law; or ( iv ) for any transaction from which the Indemnitee derived an improper personal benefit as is determined by a court of competent jurisdiction in a final and non-appealable decision. If the DGCL or such other applicable law shall be amended to permit further elimination or limitation of the personal liability of directors, then the liability of the Indemnitee shall, automatically, without any further action, be eliminated or limited to the fullest extent permitted by the DGCL or such other applicable law as so amended.
(b)      Period of Limitations . No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company or any of its Subsidiaries against Indemnitee or Indemnitee’s estate, spouses, heirs, executors, personal or legal representatives, administrators or assigns after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company or any of its Subsidiaries shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided that if any shorter period of

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limitations is otherwise applicable to any such cause of action, such shorter period shall govern.
8.      Miscellaneous .
(a)      Non-Circumvention . The Companies shall not seek or agree to any order of any court or other governmental authority that would prohibit or otherwise interfere, and shall not take or fail to take any other action if such action or failure would reasonably be expected to have the effect of prohibiting or otherwise interfering, with the performance of the Company’s indemnification, advancement or other obligations under this Agreement.
(b)      Severability . If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: ( i ) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; ( ii ) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and ( iii ) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.
(c)      Notices . All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given ( i ) on the date of delivery if delivered personally, or by facsimile, upon confirmation of receipt, ( ii ) on the first business day following the date of dispatch if delivered by a recognized next-day courier service or ( iii ) on the third business day following the date of mailing if delivered by domestic registered or certified mail, properly addressed, or on the fifth business day following the date of mailing if sent by airmail from a country outside of North America, to Indemnitee at the address shown on the signature page of this Agreement, to the Company at the address shown on the signature page of this Agreement, or in either case as subsequently modified by written notice.
(d)      Amendment and Termination . No amendment, modification, termination or cancellation of this Agreement shall be effective unless it is in writing signed by all the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver.

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(e)      Successors and Assigns . This Agreement shall be binding upon the Company and its successors and assigns, including without limitation any acquiror of all or substantially all of the Company’s assets or business and any survivor of any merger or consolidation to which the Company is party, and shall inure to the benefit of and be enforceable by Indemnitee and Indemnitee’s estate, spouses, heirs, executors, personal or legal representatives, administrators and assigns. The Company shall require and cause any such successor, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement as if it were named as the Company herein, and the Company shall not permit any such purchase of assets or business, acquisition of securities or merger or consolidation to occur until such written agreement has been executed and delivered. No such assumption and agreement shall relieve the Company of its obligations hereunder, and this Agreement shall not otherwise be assignable by the Company.
(f)      Duration . All agreements and obligations of the Company contained herein shall continue during the period that Indemnitee is a director or officer of the Company (or is serving at the request of the Company as a director, officer, employee, member, trustee or agent of another company or other entity) as well as for any act performed or omitted to be performed by the Indemnitee in connection with or arising out of or relating to the business of the Company or by virtue of Indemnitee’s relationship to the Company and shall continue thereafter ( i ) so long as Indemnitee may be subject to any possible Proceeding relating to Indemnitee’s Corporate Status (including any rights of appeal thereto) and ( ii ) throughout the pendency of any Proceeding (including any rights of appeal thereto) commenced by Indemnitee to enforce or interpret his or her rights under this Agreement, even if, in either case, he or she may have ceased to serve in such capacity at the time of any such Proceeding.
(g)      Choice of Law; Consent to Jurisdiction . This Agreement shall be governed by and its provisions construed in accordance with the laws of the State of Delaware, as applied to contracts between Delaware residents entered into and to be performed entirely within Delaware, without regard to the conflict of law principles thereof. The Company and Indemnitee each hereby irrevocably consents to the jurisdiction of the courts of the State of Delaware for all purposes in connection with any Proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be brought only in the state courts of the State of Delaware.
(h)      Integration and Entire Agreement . This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto, provided that the provisions hereof shall be cumulative of (and for the benefit of Indemnitee) and not supersede the provisions of the Company’s, or any of its Subsidiaries’, certificate of incorporation, bylaws or other organizational agreement or instrument of the Company and its Subsidiaries, any

14

employment or other agreement, any vote of stockholders, unitholders, members, managers, partners or directors, the DGCL or other applicable law. To the extent of any conflict between the terms of this Agreement and any other corporate documents, the terms most favorable to Indemnitee shall apply at the election of Indemnitee.
(i)      Counterparts . This Agreement may be executed in one or more counterparts (including facsimile counterparts), each of which shall constitute an original.
[Remainder of this page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of      May 4, 2018 .
AXA EQUITABLE HOLDINGS, INC.
By:
/s/ Dave S. Hattem    

Name: Dave S. Hattem

Title: Senior Executive Vice President, Secretary and General Counsel

Address:
1290 Avenue of the Americas
New York, NY 10104    
AGREED TO AND ACCEPTED:
INDEMNITEE:


By: _/s/ Mark Pearson_____________

    Name: Mark Pearson

    Title: Director, President and Chief
Executive Officer

Address: 1290 Avenue of the Americas
New York, NY 10104


15


Schedule of Other Signatories to the Director Indemnification Agreement


Name
Title
Thomas Buberl
Chairman of the Board
Gérald Harlin
Director
George Stansfield
Director
Karima Silvent
Director
Bertrand Poupart-Lafarge
Director
Daniel G. Kaye
Director
Ramon de Oliveira
Director
Charles G. T. Stonehill
Director


16


GRANT NOTICE
AXA EQUITABLE HOLDINGS, INC.
TRANSACTION INCENTIVE GRANT
EMPLOYEE RESTRICTED STOCK UNIT AGREEMENT

Employee:
 
 
 
Grant Date:
May 9, 2018

Number of Restricted Stock Units (“RSUs”) Granted hereby:




Service RSUs
 
Performance RSUs
 

The Restricted Stock Units set forth above are subject to the terms and conditions of the AXA Equitable Holdings, Inc. 2018 Omnibus Incentive Plan and the Employee Restricted Stock Unit Agreement that follows.


 
 

AXA EQUITABLE HOLDINGS, INC.
TRANSACTION INCENTIVE GRANT
EMPLOYEE RESTRICTED STOCK UNIT AGREEMENT
This Employee Restricted Stock Unit Agreement (the “ Agreement ”), by and between AXA Equitable Holdings, Inc., a Delaware corporation (the “ Company ”), and the employee whose name is set forth on the Grant Notice attached hereto (the “ Grant Notice ”), is being entered into pursuant to the AXA Equitable Holdings, Inc. 2018 Omnibus Incentive Plan (the “ Plan ”). Capitalized terms that are used but not defined herein shall have the respective meanings given to them in the Plan.
Section 1. Grant of Restricted Stock Units . The Company hereby evidences and confirms its grant to the employee whose name is set forth on the Grant Notice (the “ Employee ”), effective as of the date set forth on the Grant Notice (the “ Grant Date ”), of the number of Restricted Stock Units set forth on the Grant Notice, consisting of two distinct tranches of Restricted Stock Units: “ Service RSUs ” and “ Performance RSUs ”, with the number of Restricted Stock Units allocated to each such tranche identified on the Grant Notice. This Agreement is entered into pursuant to, and the Restricted Stock Units granted hereunder are subject to, the terms and conditions of the Plan, which are incorporated by reference herein. If there is any inconsistency between any express provision of this Agreement and any express term of the Plan, the express term of the Plan shall govern.
Section 2. Vesting of Restricted Stock Units .
(a)      Vesting . Except as otherwise provided in this Section 2, the Restricted Stock Units granted hereunder shall become vested, if at all, subject to the following terms and conditions:
(i)      Service RSUs . Subject to the Employee’s continued employment by the Company or its Affiliates on the date specified in each of the clauses below:
(A)      fifty percent (50%) of the Service RSUs shall become vested upon the expiration of the six-month period following the closing of the initial public offering of Company Common Stock on the New York Stock Exchange, (the “ Initial Public Offering ” or “ IPO ”);
(B)      twenty-five percent (25%) of the Service RSUs shall become vested upon the first anniversary of the IPO; and
(C)      twenty-five percent (25%) of the Service RSUs shall become vested upon the second anniversary of the IPO.
(ii)      Performance RSUs . Subject to the Employee’s continued employment by the Company or its Affiliates on the date specified in clause (A) or (B) below, the Performance RSUs shall vest in full:
(A)      if on any date prior to the second anniversary of the IPO, the average of the closing price of the Company Common Stock on the New York Stock Exchange for the 30 days immediately preceding such date is at least equal to 130% of the price at which shares of Company Common Stock initially traded in the IPO (the “IPO Price”); or
(B)      if the vesting conditions specified in Section 2(a)(ii)(A) above are not met, on any date prior to the fifth anniversary of the IPO, the average of the closing price

 

of the Company Common Stock on its principal exchange for the 30 days immediately preceding such date is at least equal to 150% of the IPO Price;
provided that, if the Performance RSUs have not become vested by the fifth anniversary of the IPO according to the conditions specified in clause (A) or (B) of this Section 2(a)(ii), fifty-percent (50%) of the Performance RSUs shall vest on the fifth anniversary of the IPO and any Performance RSUs that have not vested shall be forfeited.
For purposes of this Agreement, any date on which Restricted Stock Units granted hereunder vest shall be a “ Vesting Date ”. Vested Restricted Stock Units shall be settled as provided in Section 3 of this Agreement.
(b)      Effect of Termination of Employment or Service .
(i)      Disability . If the Employee’s employment is terminated by reason of the Employee’s Disability, any unvested Restricted Stock Units as of the termination date shall be retained by the Employee and remain outstanding and subject to the vesting conditions specified in Section 2(a) above, it being understood that any conditions requiring Employee’s continued service shall be deemed to be met.
(ii)      Death. If the Employee’s employment is terminated by reason of the Employee’s death, any then outstanding unvested Restricted Stock Units shall vest as of the date of such termination.
(iii)      Involuntary Termination without Cause . If the Employee’s employment is involuntarily terminated without Cause, and the Employee signs a Release and does not exercise any rights to revoke such Release, a portion of any unvested Performance RSUs as of the termination date will be retained and remain outstanding and subject to the vesting conditions specified in 2(a)(ii) above equal to the total number of unvested Performance RSUs multiplied by the quotient of (a) the number of full months elapsed between the Grant Date and the effective date of the Employee’s termination of employment under this Section 2(b)(iii) over (b) sixty. Any Performance RSUs that do not vest pursuant to the immediately preceding sentence and all unvested Service RSUs shall be forfeited and cancelled effective as of the date of such termination.
(iv)      Any Other Reason . Upon termination of the Employee’s employment for any reason other than Disability, death or involuntary termination without Cause (whether initiated by the Company, an Affiliate or by the Employee), any unvested Restricted Stock Units shall be forfeited and canceled effective as of the date of such termination.
(c)      Effect of a Change in Control . In the event of a Change in Control, the treatment of any outstanding Restricted Stock Units shall be governed by Article XI of the Plan.
(d)      Discretionary Acceleration . Notwithstanding anything contained in this Agreement to the contrary, the Administrator, in its sole discretion, may accelerate the vesting with respect to any Restricted Stock Units granted under this Agreement at such times and upon such terms and conditions as the Administrator shall determine.
Section 3. Settlement of Restricted Stock Units .
(a)      Timing of Settlement . Subject to Section 5(a) hereof, any Restricted Stock Units that became vested on a Vesting Date shall be settled into an equal number of shares of Company Common Stock on a

 

date selected by the Company that is within thirty (30) days following such Vesting Date (each such date, a “ Settlement Date ”).
Section 4. Restrictive Covenants . In consideration of the receipt of the Restricted Stock Units granted pursuant to this Agreement, the Employee agrees to be bound by the covenants set forth in Exhibit A to this Agreement, which are incorporated by reference and made part of this Agreement.
Section 5. Restriction on Transfer; Non-Transferability of Restricted Stock Units . The Restricted Stock Units are not assignable or transferable, in whole or in part, and they may not, directly or indirectly, be offered, transferred, sold, pledged, assigned, alienated, hypothecated or otherwise disposed of or encumbered (including, but not limited to, by gift, operation of law or otherwise) other than by will or by the laws of descent and distribution to the estate of the Employee upon the Employee’s death or pursuant to the beneficiary designation procedures established by the Company. Any purported transfer in violation of this Section 4 shall be void ab initio .
Section 6. Miscellaneous .
(a)      Tax Withholding . The Company shall require the Employee to satisfy any applicable U.S. federal, state and local and non-U.S. tax withholding obligations that may arise in connection with the vesting of the Restricted Stock Units and the related issuance of shares of Company Common Stock by retaining a number of Shares issued in respect of the Restricted Stock Units then vesting that have an aggregate Fair Market Value as of the Settlement Date equal to the amount of such taxes required to be withheld (and the Employee shall thereupon be deemed to have satisfied his or her obligations under this Section 6(a)). The number of shares of Company Common Stock to be issued in respect of Restricted Stock Units shall thereupon be reduced by the number of Shares so retained.
(b)      Dividend Equivalents . In the event that the Company pays any ordinary dividend in cash on a Share while the Employee has outstanding Restricted Stock Units, there shall be credited to the account of the Employee a dividend equivalent in the form of additional Restricted Stock Units equal in value to the cash dividends that the Employee would have received if the Employee’s then outstanding Restricted Stock Units represented actual Shares. The amount so credited shall be paid at the settlement of such related Restricted Stock Units but shall be forfeited upon the forfeiture of such related Restricted Stock Units.
(c)      Forfeiture of Awards . The Restricted Stock Units granted hereunder (and gains earned or accrued in connection therewith) shall be subject to such generally applicable policies as to forfeiture and recoupment (including, without limitation, upon the occurrence of material financial or accounting errors, financial or other misconduct or Competitive Activity) as may be adopted by the Administrator or the Board from time to time and communicated to the Employee or as required by applicable law, and are otherwise subject to forfeiture or disgorgement of profits as provided by the Plan.
(d)      Lock-Up Period . If requested by the underwriters managing any public offering of Company Common Stock, the Employee agrees to execute a separate agreement to the effect that, except as otherwise approved by the Administrator, shares of Company Common Stock acquired by the Employee following the vesting and settlement of all or any portion of the Restricted Stock Units granted hereunder may not be sold, transferred, or otherwise disposed of prior to the date following such public offering as so required by such underwriters (the “ Lock-Up Period ”). The Company may impose stop-transfer instructions with respect to the Company Common Stock subject to the foregoing restriction until the end of such Lock-Up Period.
(e)      Consent to Electronic Delivery . By entering into this Agreement and accepting the Restricted Stock Units evidenced hereby, the Employee hereby consents to the delivery of information (including, without limitation, information required to be delivered to the Employee pursuant to applicable securities laws) regarding the Company and its Subsidiaries, the Plan, this Agreement and the Restricted Stock Units via Company website or other electronic delivery.

 

(f)      Amendment . This Agreement may not be amended, modified or supplemented orally, but only by a written instrument executed by the Employee and the Company.
(g)      Applicable Law . This Agreement shall be governed in all respects, including, but not limited to, as to validity, interpretation and effect, by the internal laws of the State of Delaware, without reference to principles of conflict of law that would require application of the law of another jurisdiction.
(h)      Acceptance of Restricted Stock Units and Agreement . The Employee has indicated his or her consent and acknowledgement of the terms of this Agreement pursuant to the instructions provided to the Employee by or on behalf of the Company. The Employee acknowledges receipt of the Plan, represents to the Company that he or she has read and understood this Agreement and the Plan, and, as an express condition to the grant of the Restricted Stock Units under this Agreement, agrees to be bound by the terms of both this Agreement and the Plan. The Employee and the Company each agrees and acknowledges that the use of electronic media (including, without limitation, a clickthrough button or checkbox on a website of the Company or a third-party administrator) to indicate the Employee’s confirmation, consent, signature, agreement and delivery of this Agreement and the Restricted Stock Units is legally valid and has the same legal force and effect as if the Employee and the Company signed and executed this Agreement in paper form. The same use of electronic media may be used for any amendment or waiver of this Agreement.
[ signature page follows ]
IN WITNESS WHEREOF, the Company and the Employee have executed this Agreement as of the Grant Date.
AXA EQUITABLE HOLDINGS, INC.
By:             
    Name:
    Title:
EMPLOYEE

Name:

 


EXHIBIT A
EMPLOYEE RESTRICTED STOCK UNIT AGREEMENT
RESTRICTIVE COVENANTS


Protection of Confidential Information . The Employee will not, without permission of the Company, disclose any Company confidential information or trade secrets to anyone outside the Company, unless required by subpoena. Confidential information and trade secrets include, but are not limited to, customer lists, product development information, marketing and sales plans, premium or other pricing information, operating policies and manuals, and, or other confidential information related to the Company. Notwithstanding the foregoing, the Employee may disclose confidential information as (x) authorized by applicable law (including, but not limited to, any disclosure of information that satisfies the procedures in SEC Regulation § 240.21F-17) or (y) as required pursuant to an order or requirement of a court, administrative agency or other government body.

Noncompetition . The Employee will not, for 12 months following termination of employment, directly or indirectly engage or participate in any business that is competitive with the business of the Company or be employed by or perform services for any entity that competes with the Company.

Nonsolicitation of Employees and Agents . The Employee will not, for 12 months following termination of employment, directly or indirectly attempt to induce any employee, agent or agency, broker, broker-dealer, financial planner, registered principal or representative of the Company to be employed by or to perform services for any entity that competes with the Company.

Nonsolicitation of Customers . The Employee will not, for 12 months following termination of employment, directly or indirectly attempt to solicit the trade of any person that is a customer of the Company or which the Company has been undertaking reasonable steps to procure as a customer during the 6 months preceding termination of employment. This limitation will only apply to products or services in competition with a product or service of the Company, and to customers with whom Employee had contact during employment.

Nondisparagement . The Employee shall not (including following any termination of employment with the Company), whether in writing or orally, disparage the Company, its Subsidiaries, any of their respective Affiliates or their respective predecessors and successors, or any of the current or former directors, officers, executives, shareholders, partners, members, or, as a group, other employees of any of the foregoing, with respect to any of their respective past or present activities or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light unless (x) authorized by applicable law (including, but not limited to, any disclosure of information that satisfies the procedures in SEC Regulation § 240.21F-17) or (y) as required pursuant to an order or requirement of a court, administrative agency or other government body.

Agreement to Cooperate . Following the termination of employment, the Employee will cooperate with the Company, without additional compensation, on matters within the scope of Employee’s responsibilities during employment. The Company agrees to reimburse reasonable out-of-pocket expenses the Employee incurs in connection with such assistance. The Company agrees it will make all reasonable efforts to minimize disruption to the Employee’s other commitments.



 
 


GRANT NOTICE
AXA EQUITABLE HOLDINGS, INC.
2018 LONG-TERM INCENTIVE COMPENSATION PROGRAM
RESTRICTED STOCK UNIT AGREEMENT

Employee:
 
Grant Date:
May 17, 2018
Number of Restricted Stock Units:

 

The Restricted Stock Units set forth above are subject to the terms and conditions of the AXA Equitable Holdings, Inc. 2018 Omnibus Incentive Plan and the Restricted Stock Unit Agreement that follows.


 













AXA EQUITABLE HOLDINGS, INC.


2018 LONG-TERM INCENTIVE COMPENSATION PROGRAM
RESTRICTED STOCK UNIT AGREEMENT


This Restricted Stock Unit Agreement (the “ Agreement ”), by and between AXA Equitable Holdings, Inc., a Delaware corporation (the “ Company ”), and the employee whose name is set forth on the Grant Notice attached hereto (the “ Grant Notice ”), is being entered into pursuant to the AXA Equitable Holdings, Inc. 2018 Omnibus Incentive Plan (the “ Plan ”). Capitalized terms that are used but not defined herein shall have the respective meanings given to them in the Plan.

Section 1. Grant of Restricted Stock Units . The Company hereby evidences and confirms its grant to the employee whose name is set forth on the Grant Notice (the “Employee”), effective as of the date set forth on the Grant Notice (the “ Grant Date ”), of the number of Restricted Stock Units set forth on the Grant Notice. This Agreement is entered into pursuant to, and the Restricted Stock Units granted hereunder are subject to, the terms and conditions of the Plan, which are incorporated by reference herein. If there is any inconsistency between any express provision of this Agreement and any express term of the Plan, the express term of the Plan shall govern.
Section 2. Vesting of Restricted Stock Units .
(a)      Vesting . Except as otherwise provided in this Section 2, the Restricted Stock Units shall vest ratably in equal annual installments over a three-year period, on each of the first three anniversaries of March 1, 2018 (each, a “ Vesting Date ”), subject to the continued employment of the Employee by the Company or any of its Affiliates through such date. Vested Restricted Stock Units shall be settled as provided in Section 3 of this Agreement.
(b)      Effect of Termination of Employment . In the event of a termination of employment, the treatment of any unvested Restricted Stock Units shall be governed by Article X of the Plan; provided that, for purposes of Section 10.4(a) of the Plan, the Restricted Stock Units granted hereunder will be treated as if they were granted on March 1, 2018.
(c)      Effect of a Change in Control . In the event of a Change in Control, the treatment of any unvested Restricted Stock Units shall be governed by Article XI of the Plan.
(d)      Discretionary Acceleration . Notwithstanding anything contained in this Agreement to the contrary, the Administrator, in its sole discretion, may accelerate the vesting with respect to any Restricted Stock Units under this Agreement, at such times and upon such terms and conditions as the Administrator shall determine.


Section 3. Settlement of Restricted Stock Units . Subject to Section 6(a), any outstanding Restricted Stock Units that become vested Restricted Stock Units shall be settled into an equal number of Shares on a date selected by the Company that is within 30 days following the applicable Vesting Date or, in the event of a termination of employment by reason of death, within 30 days following the date of such termination (each such date, a “ Settlement Date ”).
Section 4. Restriction on Transfer; Non-Transferability of Restricted Stock Units . The Restricted Stock Units are not assignable or transferable, in whole or in part, and they may not, directly or indirectly, be offered, transferred, sold, pledged, assigned, alienated, hypothecated or otherwise disposed of or encumbered (including, but not limited to, by gift, operation of law or otherwise) other than by will or by the laws of descent and distribution to the estate of the Employee upon the Employee’s death. Any purported transfer in violation of this Section 4 shall be void ab initio .
Section 5. Restrictive Covenants and Post-Termination Obligations . In consideration of the receipt of the Restricted Stock Units granted pursuant to this Agreement, the Employee agrees to be bound by the covenants set forth in Exhibit A to this Agreement, which are incorporated by reference and made part of this Agreement; provided that the Company’s remedies for the Employee’s breach of any covenant shall be limited to those described in Section 10.1 of the Plan.
Section 6. Miscellaneous .
(a)      Tax Withholding . The Company or one of its Affiliates shall require the Employee to satisfy any applicable U.S. federal, state and local and non-U.S. tax withholding obligations that may arise in connection with the vesting of the Restricted Stock Units by retaining a number of Shares issued in respect of the Restricted Stock Units then vesting that have an aggregate Fair Market Value as of the Settlement Date equal to the amount of such taxes required to be withheld (and the Employee shall thereupon be deemed to have satisfied his or her obligations under this Section 6(a)). The number of Shares to be issued in respect of Restricted Stock Units shall thereupon be reduced by the number of Shares so retained.
(b)      Dividend Equivalents . In the event that the Company pays any ordinary dividend in cash while the Employee has any outstanding Restricted Stock Units, there shall be credited to the account of the Employee a dividend equivalent in the form of additional Restricted Stock Units equal in value to the cash dividends that the Employee would have received if the Employee’s then outstanding Restricted Stock Units represented actual Shares. The Restricted Stock Units so credited shall be subject to the same vesting and other requirements applicable to the Restricted Stock Units with respect to which they are credited.
(c)      Forfeiture of Awards . The Restricted Stock Units granted hereunder (and gains earned or accrued in connection therewith) shall be subject to such generally applicable policies as to forfeiture and recoupment (including, without limitation, upon the occurrence of material financial or accounting errors, financial or other misconduct or Competitive Activity) as may be adopted by the Administrator or the Board from time to time and communicated to the Employee or as required by applicable law, and are otherwise subject to forfeiture or disgorgement of profits as provided by the Plan.
(d)      Consent to Electronic Delivery . By entering into this Agreement and accepting the Restricted Stock Units evidenced hereby, the Employee hereby consents to the delivery of information (including, without limitation, information required to be delivered to the Employee pursuant to applicable securities laws) regarding the Company and the Subsidiaries, the Plan, this Agreement and the Restricted Stock Units via Company website or other electronic delivery.
(e)      Amendment . This Agreement may not be amended, modified or supplemented orally, but only by a written instrument executed by the Employee and the Company.


(f)      Applicable Law . This Agreement shall be governed in all respects, including, but not limited to, as to validity, interpretation and effect, by the internal laws of the State of Delaware, without reference to principles of conflict of law that would require application of the law of another jurisdiction.
(g)      Acceptance of Restricted Stock Units and Agreement . The Employee has indicated his or her consent and acknowledgement of the terms of this Agreement pursuant to the instructions provided to the Employee by or on behalf of the Company. The Employee acknowledges receipt of the Plan, represents to the Company that he or she has read and understood this Agreement and the Plan, and, as an express condition to the grant of the Restricted Stock Units under this Agreement, agrees to be bound by the terms of both this Agreement and the Plan. The Employee and the Company each agrees and acknowledges that the use of electronic media (including, without limitation, a clickthrough button or checkbox on a website of the Company or a third-party administrator) to indicate the Employee’s confirmation, consent, signature, agreement and delivery of this Agreement and the Restricted Stock Units is legally valid and has the same legal force and effect as if the Employee and the Company signed and executed this Agreement in paper form. The same use of electronic media may be used for any amendment or waiver of this Agreement.

(h)      Good Reason . In the event that the Employee is eligible for benefits under the AXA Equitable Supplemental Severance Plan for Executives (the “Severance Plan”) as of the date of his or her termination of employment, the term “Good Reason” shall have the meaning set forth in the Severance Plan as in effect on the date of termination.




EXHIBIT A
RESTRICTED STOCK UNIT AGREEMENT
RESTRICTIVE COVENANTS AND POST-TERMINATION OBLIGATIONS


Section 1. Acknowledgements . The Employee acknowledges and agrees that during the Employee’s employment with the Company, the Employee has and will have access to trade secrets and other information that is confidential and/or proprietary about the totality, strategies and business dealings of the Company. The Employee acknowledges and agrees that such information is highly valuable to the Company and provides the Company with a unique and competitive advantage. The Employee further acknowledges and agrees that the covenants contained herein are reasonable and necessary to protect the legitimate interests of the Company, and that any violation of the covenants set forth herein would result in significant and irreparable harm to the Company.
Section 2. Protection of Confidential Information . The Employee will not, without permission of the Company, disclose any Company confidential and /or proprietary information or trade secrets to anyone outside the Company, unless required by subpoena. Confidential and/or proprietary information and trade secrets include, but are not limited to, customer lists, any confidential information about (or provided by) any customer or prospective or former customer of the Company, product development information, marketing and sales plans, premium or other pricing information, operating policies and manuals, and, or other confidential information related to the Company. Notwithstanding the foregoing, the Employee may disclose confidential information as (x) authorized by applicable law (including, but not limited to, any disclosure of information that satisfies the procedures in SEC Regulation § 240.21F-17) or (y) required pursuant to an order or requirement of a court, administrative agency, regulatory (including any self-regulatory) agency or authority or other government body.
Section 3. Noncompetition . The Employee will not, for 12 months following termination of employment, directly or indirectly provide services in any capacity for any entity that conducts business competitive to that of the Company.
Section 4. Non-solicitation of Employees and Agents . The Employee will not, for 12 months following termination of employment, directly or indirectly, individually or on behalf of any other person or business entity of any type, hire or attempt to hire any employee, agent or agency, broker, broker-dealer, financial professional, registered principal or representative who is, or during the 6 months preceding the Employee’s termination of employment was, employed or associated with the Company.
Section 5. Non-solicitation of Customers . The Employee will not, for 12 months following termination of employment, directly or indirectly, either for the Employee’s own benefit or for the benefit of another, attempt to solicit any person or entity that is, or during the 6 months preceding the Employee’s termination of employment was, a customer of the Company.
Section 6. Non-disparagement . The Employee shall not (including following any termination of employment with the Company), whether in writing or orally, disparage the Company, its Subsidiaries, any of their respective Affiliates or their respective predecessors and successors, or any of the current or former directors, officers, executives, shareholders, partners, members, or, as a group, other employees of any of the foregoing, with respect to any of their respective past or present activities or otherwise publish (whether in writing or orally) statements that reflects adversely on or encourages any adverse action against the aforementioned parties unless (x) testifying truthfully under oath pursuant to pursuant to a lawful court order or subpoena, (y) authorized by applicable law (including, but not limited to, any disclosure of information that satisfies the procedures in SEC Regulation § 240.21F-17) or (z) required pursuant to an order or requirement of a court, administrative agency regulatory (including any self-regulatory) agency or authority or other government body.


Section 7. Agreement to Cooperate . Following the termination of employment and without additional compensation, the Employee will reasonably assist and cooperate with the Company in connection with the defense or prosecution of the any claim that may be made against or by the Company, or in connection with any ongoing or future investigation or dispute or claim of any kind involving the Company including preparing for and testifying in any proceeding to the extent that such claims investigations or proceedings relate to services performed or required to be performed by the Employee during employment, pertinent knowledge possessed by the Employee or any act or omission by the Employee. Employee will perform all acts and execute and deliver all documents that may be reasonably necessary to carry out the provisions of this section. Upon submission of appropriate written documentation, the Company agrees to reimburse the Employee for reasonable pre-approved out-of-pocket expenses incurred in connection with such assistance. The Company agrees it will make all reasonable efforts to minimize disruption to the Employee’s other commitments.



GRANT NOTICE
AXA EQUITABLE HOLDINGS, INC.
2018 LONG-TERM INCENTIVE COMPENSATION PROGRAM
PERFORMANCE SHARES AGREEMENT


Employee:

Grant Date:                         May 17, 2018

Total Unearned Performance Shares:
ROE Performance Shares:
TSR Performance Shares:

ROE Performance Period:                 January 1, 2018 – December 31, 2020

TSR Performance Period:                 May 17, 2018 – December 31, 2020

Vesting Date:                         March 1, 2021


The Total Unearned Performance Shares set forth above, as earned in accordance with the performance conditions described below, are subject to the terms and conditions of the AXA Equitable Holdings, Inc. 2018 Omnibus Incentive Plan and the Performance Shares Agreement that follows.

Unearned Performance Shares

An unearned performance share is a “phantom” share of common stock of AXA Equitable Holdings, Inc. (the “Company”). That is, although an unearned performance share is not an actual share of Company common stock, an unearned performance share awards you a right to receive a share of Company common stock at the time of settlement of the award provided that:
•
the unearned performance share is “earned” as described below and
•
the earned performance share becomes “vested” as described in the Performance Shares Agreement.

The unearned performance shares granted to you on May 17, 2018 consist of two distinct tranches: “ROE Performance Shares” and “TSR Performance Shares.”

ROE Performance Shares

ROE Performance Shares can be earned depending on the Company’s performance against certain targets for its Non-GAAP Operating ROE during the ROE Performance Period.

Non-GAAP Operating ROE

Non-GAAP Operating ROE is a financial measure used to evalute the Company’s recurrent profitability. It is determined by dividing Non-GAAP Operating Earnings by the consolidated average equity attributable to the Company, excluding accumulated other comprehensive income. Non-GAAP Operating ROE and Non-GAAP Operating Earnings are financial measures that are not determined in accordance with US GAAP. They are intended to remove from the Company’s results of operations the impact of certain market changes and other items that can be distortive and unpredictable to provide an enhanced understanding of the underlying profitablity drivers and trends of our business.


1


Earning ROE Performance Shares

The number of ROE Performance Shares that are earned will be determined at the end of the ROE Performance Period by multiplying the number of unearned ROE Performance Shares listed above by the “Final ROE Performance Factor.”

The Final ROE Performance Factor will be determined by averaging the “ROE Performance Factor” for each of the three calendar years in the ROE Performance Period. Specifically, the Company will be assigned target, maximum and threshold amounts for Non-GAAP Operating ROE for each of 2018, 2019 and 2020 that will determine the “ROE Performance Factor” for the applicable year as follows:

If the Company’s Non-GAAP Operating ROE for the applicable year equals….
The ROE Performance Factor for the applicable year will equal….
Maximum Amount (or greater)
200%
Target Amount
100%
Threshold Amount
25%
Below Threshold
0%
  
Note : For results in-between the threshold and target and target and maximum amounts, the ROE Performance Factor for the applicable year will be determined by linear interpolation.

TSR Performance Shares

TSR Performance Shares can be earned depending on the Company’s total shareholder return relative to its peer group during the TSR Performance Period.

Total Shareholder Return

Total shareholder return is the total amount a company returns to investors during a designated period, including both capital gains and dividends. The starting point for determining the total shareholder return for both the Company and its peers during the TSR Performance Period will be based on their closing share prices from May 10 to May 17, 2018, as adjusted for dividends. At the end of the TSR Performance Period, the total shareholder return for each company will be calculated based on their closing share prices during December 2020, as adjusted for dividends. For this purpose, dividends are deemed to be reinvested as of the ex-date.

Earning TSR Performance Shares

The number of TSR Performance Shares that are earned will be determined at the end of the TSR Performance Period by multiplying the number of unearned TSR Performance Shares listed above by the “TSR Performance Factor.”

The TSR Performance Factor will be determined as follows, subject to a cap of 100% if the Company’s total shareholder return for the TSR Performance Period is negative:


2

If the Company’s Total Shareholder Return Relative to its Peers for the TSR Performance Period is …
The TSR Performance Factor will equal…
Maximum Amount – 87.5 th  percentile or greater
200%
Target Amount – 50 th  percentile
100%
Threshold Amount – 30 th  percentile
25%
Below Threshold
0%

Note : For results in-between the threshold and target and target and maximum amounts, the TSR Performance Factor will be determined by linear interpolation.

The Peer Group

For purposes of determining the Company’s total shareholder return relative to its peer group (on U.S. exchanges), the Company’s peer group will include:

Allstate
Sun Life Financial
Ameriprise Financial
Torchmark
Brighthouse Financial
Unum Group
Hartford Financial
Voya Financial
Lincoln Financial
Eaton Vance Corp
Manulife Financial
Invesco Ltd
Principal Financial
Legg Mason, Inc.
Prudential Financial
T. Rowe Price

The following rules will apply:
•
if a peer enters bankruptcy during the TSR Performance Period, it will be assumed to have a negative 100% total shareholder return for the TSR Performance Period;
•
if a peer is acquired by another peer and the transaction is completed as of the date that total shareholder return is calculated for the peer group, the acquiror will be included and the acquired company will be excluded from the peer group; and
•
if a peer is acquired by a non-peer and the transaction is completed as of the date that total shareholder return is calculated for the peer group, it will be excluded from the peer group.

Company Determinations
The Company will make all determinations regarding the performance conditions for unearned performance shares and whether they have been met in its sole discretion. The Company will determine the TSR and Final ROE Performance Factors within sixty days following December 31, 2020. Any unearned performance shares that are not earned will be forfeited as of the date of the Company’s determination.


  

3


AXA EQUITABLE HOLDINGS, INC.
2018 LONG-TERM INCENTIVE COMPENSATION PROGRAM
PERFORMANCE SHARES AGREEMENT
This Performance Shares Agreement (the “ Agreement ”), by and between AXA Equitable Holdings, Inc., a Delaware corporation (the “ Company ”), and the employee whose name is set forth on the Grant Notice attached hereto (the “ Grant Notice ”), is being entered into pursuant to the AXA Equitable Holdings, Inc. 2018 Omnibus Incentive Plan (the “ Plan ”). Capitalized terms that are used but not defined herein shall have the respective meanings given to them in the Plan.
Section 1. Grant of Performance Shares . The Company hereby evidences and confirms its grant to the employee whose name is set forth on the Grant Notice (the “ Employee ”), effective as of the grant date set forth on the Grant Notice (the “ Grant Date ”), of the number of Unearned Performance Shares set forth on the Grant Notice. Each Unearned Performance Share that becomes earned and vested in accordance with the terms of this Agreement (including the Grant Notice) will entitle the Employee to receive from the Company one Share as provided under Section 3. This Agreement is entered into pursuant to, and the Unearned Performance Shares granted hereunder are subject to, the terms and conditions of the Plan, which are incorporated by reference herein. If there is any inconsistency between any express provision of this Agreement and any express term of the Plan, the express term of the Plan shall govern.
Section 2.      Vesting of Performance Shares.
(a)
Vesting . Except as otherwise provided in this Section 2, the Unearned Performance Shares shall become earned and vested, if at all, in accordance with the terms and conditions of this Agreement (including the Grant Notice) and the Plan, subject to the continued employment of the Employee by the Company or any of its Affiliates through the vesting date set forth on the Grant Notice (the “ Vesting Date ”). Unearned Performance Shares that become earned and vested shall be settled as provided in Section 3 of this Agreement.
(b)
Effect of Termination of Employment . In the event of a termination of employment, the treatment of any unvested Performance Shares shall be governed by Article X of the Plan; provided that, for purposes of Section 10.4(a) of the Plan, the unvested Performance Shares will be treated as if they were granted on March 1, 2018.
(c)
Effect of a Change in Control . In the event of a Change in Control, the treatment of any unvested Performance Shares shall be governed by Article XI of the Plan.
(d)
Discretionary Acceleration . Notwithstanding anything contained in this Agreement to the contrary, the Administrator, in its sole discretion, may accelerate the vesting with respect to any Performance Shares under this Agreement, at such times and upon such terms and conditions as the Administrator shall determine.
Section 3.      Settlement of Performance Shares . Subject to Section 6(a), any earned Performance Shares that become vested on the Vesting Date shall be settled into an equal number of Shares on a date selected by the Company that is within 30 days following the Vesting Date, or, in the event of a termination of employment by reason of death, within 30 days following the date of such termination (each such date, a “ Settlement Date ”).
Section 4.      Restriction on Transfer; Non-Transferability of Performance Shares . The Performance Shares are not assignable or transferable, in whole or in part, and they may not, directly or indirectly, be offered, transferred, sold, pledged, assigned, alienated, hypothecated or otherwise disposed of or encumbered (including, but not limited to, by gift, operation of law or otherwise) other than by will or

4

by the laws of descent and distribution to the estate of the Employee upon the Employee’s death. Any purported transfer in violation of this Section 4 shall be void ab initio .
Section 5.      Restrictive Covenants and Post-Termination Obligations . In consideration of the receipt of the Performance Shares granted pursuant to this Agreement, the Employee agrees to be bound by the covenants set forth in Exhibit A to this Agreement, which are incorporated by reference and made part of this Agreement; provided that the Company’s remedies for the Employee’s breach of any covenant shall be limited to those described in Section 10.1 of the Plan.
Section 6.      Miscellaneous .
(a)
Tax Withholding . The Company or one of its Affiliates shall require the Employee to satisfy any applicable U.S. federal, state and local and non-U.S. tax withholding obligations that may arise in connection with the vesting of any earned Performance Shares by retaining a number of Shares issued in respect of the Performance Shares then vesting that have an aggregate Fair Market Value as of the Settlement Date equal to the amount of such taxes required to be withheld (and the Employee shall thereupon be deemed to have satisfied his or her obligations under this Section 6(a)). The number of Shares to be issued in respect of the Performance Shares shall thereupon be reduced by the number of Shares so retained.
(b)
Dividend Equivalents . In the event that the Company pays an ordinary dividend in cash while the Employee has any outstanding Performance Shares, there shall be credited to the account of the Employee a dividend equivalent in the form of additional Performance Shares equal in value to the cash dividends that the Employee would have received if the Employee’s then outstanding Performance Shares represented actual Shares. The amount so credited shall be paid at the applicable Settlement Date of the Performance Shares in Shares proportionate to the amount of the Performance Shares, if any, that have been earned or vested. To the extent any Performance Shares are canceled, a proportionate amount of such dividend equivalents shall be forfeited.
(c)
Forfeiture of Awards . The Performance Shares granted hereunder (and gains earned or accrued in connection therewith) shall be subject to such generally applicable policies as to forfeiture and recoupment (including, without limitation, upon the occurrence of material financial or accounting errors, financial or other misconduct or Competitive Activity) as may be adopted by the Administrator or the Board from time to time and communicated to the Employee or as required by applicable law, and are otherwise subject to forfeiture or disgorgement of profits as provided by the Plan.
(d)
Consent to Electronic Delivery . By entering into this Agreement and accepting the Performance Shares evidenced hereby, the Employee hereby consents to the delivery of information (including, without limitation, information required to be delivered to the Employee pursuant to applicable securities laws) regarding the Company and the Subsidiaries, the Plan, this Agreement and the Performance Shares via Company website or other electronic delivery.
(e)
Amendment . This Agreement may not be amended, modified or supplemented orally, but only by a written instrument executed by the Employee and the Company.
(f)
Applicable Law . This Agreement shall be governed in all respects, including, but not limited to, as to validity, interpretation and effect, by the internal laws of the State of Delaware, without reference to principles of conflict of law that would require application of the law of another jurisdiction.

5

(g)
Acceptance of Performance Shares and Agreement . The Employee has indicated his or her consent and acknowledgement of the terms of this Agreement pursuant to the instructions provided to the Employee by or on behalf of the Company. The Employee acknowledges receipt of the Plan, represents to the Company that he or she has read and understood this Agreement and the Plan, and, as an express condition to the grant of the Performance Shares under this Agreement, agrees to be bound by the terms of both this Agreement and the Plan. The Employee and the Company each agrees and acknowledges that the use of electronic media (including, without limitation, a clickthrough button or checkbox on a website of the Company or a third-party administrator) to indicate the Employee’s confirmation, consent, signature, agreement and delivery of this Agreement and the Performance Shares is legally valid and has the same legal force and effect as if the Employee and the Company signed and executed this Agreement in paper form. The same use of electronic media may be used for any amendment or waiver of this Agreement.
(h)
Good Reason . In the event that the Employee is eligible for benefits under the AXA Equitable Supplemental Severance Plan for Executives (the “Severance Plan”) as of the date of his or her termination of employment, the term “Good Reason” shall have the meaning set forth in the Severance Plan as in effect on the date of termination.


6


EXHIBIT A
PERFORMANCE SHARES AGREEMENT
RESTRICTIVE COVENANTS AND POST-TERMINATION OBLIGATIONS


Section 1. Acknowledgements . The Employee acknowledges and agrees that during the Employee’s employment with the Company, the Employee has and will have access to trade secrets and other information that is confidential and/or proprietary about the totality, strategies and business dealings of the Company. The Employee acknowledges and agrees that such information is highly valuable to the Company and provides the Company with a unique and competitive advantage. The Employee further acknowledges and agrees that the covenants contained herein are reasonable and necessary to protect the legitimate interests of the Company, and that any violation of the covenants set forth herein would result in significant and irreparable harm to the Company.

Section 2. Protection of Confidential Information . The Employee will not, without permission of the Company, disclose any Company confidential and /or proprietary information or trade secrets to anyone outside the Company, unless required by subpoena. Confidential and/or proprietary information and trade secrets include, but are not limited to, customer lists, any confidential information about (or provided by) any customer or prospective or former customer of the Company, product development information, marketing and sales plans, premium or other pricing information, operating policies and manuals, and, or other confidential information related to the Company. Notwithstanding the foregoing, the Employee may disclose confidential information as (x) authorized by applicable law (including, but not limited to, any disclosure of information that satisfies the procedures in SEC Regulation § 240.21F-17) or (y) required pursuant to an order or requirement of a court, administrative agency, regulatory (including any self-regulatory) agency or authority or other government body.

Section 3. Noncompetition . The Employee will not, for 12 months following termination of employment, directly or indirectly provide services in any capacity for any entity that conducts business competitive to that of the Company.

Section 4. Non-solicitation of Employees and Agents . The Employee will not, for 12 months following termination of employment, directly or indirectly, individually or on behalf of any other person or business entity of any type, hire or attempt to hire any employee, agent or agency, broker, broker-dealer, financial professional, registered principal or representative who is, or during the 6 months preceding the Employee’s termination of employment was, employed or associated with the Company.

Section 5. Non-solicitation of Customers . The Employee will not, for 12 months following termination of employment, directly or indirectly, either for the Employee’s own benefit or for the benefit of another, attempt to solicit any person or entity that is, or during the 6 months preceding the Employee’s termination of employment was, a customer of the Company.

Section 6. Non-disparagement . The Employee shall not (including following any termination of employment with the Company), whether in writing or orally, disparage the Company, its Subsidiaries, any of their respective Affiliates or their respective predecessors and successors, or any of the current or former directors, officers, executives, shareholders, partners, members, or, as a group, other employees of any of the foregoing, with respect to any of their respective past or present activities or otherwise publish (whether in writing or orally) statements that reflects adversely on or encourages any adverse action against the aforementioned parties unless (x) testifying truthfully under oath pursuant to pursuant to a lawful court order or subpoena, (y) authorized by applicable law (including, but not limited to, any disclosure of information that satisfies the procedures in SEC Regulation § 240.21F-17) or (z) required pursuant to an order or requirement of a court, administrative agency regulatory (including any self-regulatory) agency or authority or other government body.




Section 7. Agreement to Cooperate . Following the termination of employment and without additional compensation, the Employee will reasonably assist and cooperate with the Company in connection with the defense or prosecution of the any claim that may be made against or by the Company, or in connection with any ongoing or future investigation or dispute or claim of any kind involving the Company including preparing for and testifying in any proceeding to the extent that such claims investigations or proceedings relate to services performed or required to be performed by the Employee during employment, pertinent knowledge possessed by the Employee or any act or omission by the Employee. Employee will perform all acts and execute and deliver all documents that may be reasonably necessary to carry out the provisions of this section. Upon submission of appropriate written documentation, the Company agrees to reimburse the Employee for reasonable pre-approved out-of-pocket expenses incurred in connection with such assistance. The Company agrees it will make all reasonable efforts to minimize disruption to the Employee’s other commitments.


 


8


GRANT NOTICE
AXA EQUITABLE HOLDINGS, INC.
2018 LONG-TERM INCENTIVE COMPENSATION PROGRAM
STOCK OPTION AGREEMENT


Employee:

__________________________
Grant Date:
June 11, 2018
Number of Options:
__________________________
Option Price:
__________________________
Expiration Date:
March 1, 2028
The Stock Options set forth above are subject to the terms and conditions of the AXA Equitable Holdings, Inc. 2018 Omnibus Incentive Plan and the Stock Option Agreement that follows.








 


AXA EQUITABLE HOLDINGS, INC.
2018 LONG-TERM INCENTIVE COMPENSATION PROGRAM
STOCK OPTION AGREEMENT

This Employee Stock Option Agreement (the “ Agreement ”), by and between AXA Equitable Holdings, Inc., a Delaware corporation (the “ Company ”), and the employee whose name is set forth on the Grant Notice attached hereto (the “ Grant Notice ”), is being entered into pursuant to the AXA Equitable Holdings, Inc. 2018 Omnibus Incentive Plan (the “ Plan ”). Capitalized terms that are used but not defined herein shall have the respective meanings given to them in the Plan.
Section 1. Grant of Options . The Company hereby evidences and confirms, its grant to the employee whose name is set forth on the Grant Notice (the “ Employee ”), effective as of the date set forth on the Grant Notice (the “ Grant Date ”), of the number of Options to purchase Shares as set forth on the Grant Notice at the Option Price set forth on the Grant Notice. The Options are intended to be Non-Qualified Stock Options and not incentive stock options under the Code. This Agreement is entered into pursuant to, and the Options granted hereunder are subject to, the terms and conditions of the Plan, which are incorporated herein by reference. If there is any inconsistency between any express provision of this Agreement and any express term of the Plan, the express term of the Plan shall govern.
Section 2.      Vesting and Exercisability .
(a) Vesting . Except as otherwise provided in this Section 2, the Options shall vest ratably in equal annual installments over a three-year period, on each of the first three anniversaries of March 1, 2018 (each, a “ Vesting Date ”), subject to the continued employment of the Employee by the Company or any Affiliate through such date. Vested Options may be exercised at any time and from time to time prior to the date such Options terminate pursuant to the Grant Notice and the provisions of Section 2 of this Agreement. Options may only be exercised with respect to whole Shares and must be exercised in accordance with Section 3 of this Agreement.
(b) Effect of Termination of Employment . In the event of a termination of employment, the treatment of any outstanding Options shall be governed by Article X of the Plan; provided that, for purposes of Section 10.4(a) of the Plan, the Options granted hereunder will be treated as if they were granted on March 1, 2018.
(c) Effect of a Change in Control . In the event of a Change in Control, the treatment of any outstanding Options shall be governed by Article XI of the Plan.
(d) Discretionary Acceleration . Notwithstanding anything contained in this Agreement to the contrary, the Administrator, in its sole discretion, may accelerate the vesting with respect to any Options under this Agreement, at such times and upon such terms and conditions as the Administrator shall determine.


Section 3.      Manner of Exercise . The exercise of vested Options by the Employee shall be pursuant to procedures contained in the Plan and shall include the Employee specifying in writing the proposed date on which the Employee desires to exercise a vested Option (the “ Exercise Date ”), the number of whole shares with respect to which the Options are being exercised (the “ Exercise Shares ”) and the aggregate Option Price for such Exercise Shares (the “ Exercise Price ”), or such other or different procedures and/or requirements as may be specified by the Administrator. Unless otherwise determined by the Administrator, (i) on or before the Exercise Date the Employee shall deliver to the Company full payment for the Exercise Shares in cash, or cash equivalents satisfactory to the Company, in an amount equal to the Exercise Price plus any required withholding taxes or other similar taxes, charges or fees, or, so long as there is a public market for the Shares at such time, pursuant to a broker-assisted exercise program established by the Company, the Employee may exercise vested Options by an exercise and sell procedure (cashless exercise) in which the Exercise Price (together with any required withholding taxes or other similar taxes, charges or fees) is deducted from the proceeds of the exercise of an Option and paid promptly to the Company and (ii) the Company shall register the issuance of the Exercise Shares on its records (or direct such issuance to be registered by the Company’s transfer agent). The Administrator may require the Employee to furnish or execute such other documents as the Administrator shall reasonably deem necessary (i) to evidence such exercise or (ii) to comply with or satisfy the requirements of the Securities Act, applicable state or non-U.S. securities laws or any other law.
Section 4.      Restriction on Transfer; Non-Transferability of Options . The Options are not assignable or transferable, in whole or in part, and they may not, directly or indirectly, be offered, transferred, sold, pledged, assigned, alienated, hypothecated or otherwise disposed of or encumbered (including, but not limited to, by gift, operation of law or otherwise) other than by will or by the laws of descent and distribution to the estate of the Employee upon the Employee’s death. Any purported transfer in violation of this Section 4 shall be void ab initio .
Section 5.      Restrictive Covenants and Post-Termination Obligations . In consideration of the receipt of the Options granted pursuant to this Agreement, the Employee agrees to be bound by the covenants set forth in Exhibit A to this Agreement, which are incorporated by reference and made part of this Agreement; provided that the Company’s remedies for the Employee’s breach of any covenant shall be limited to those described in Section 10.1 of the Plan.
Section 6.      Miscellaneous .
(a)      Withholding . The Company or one of its Affiliates shall require the Employee to satisfy any applicable U.S. federal, state and local and non-U.S. tax withholding or other similar charges or fees that may arise in connection with the grant, vesting or exercise of the Options.
(b)      Forfeiture of Awards . The Options granted hereunder (and gains earned or accrued in connection therewith) shall be subject to such generally applicable policies as to forfeiture and recoupment (including, without limitation, upon the occurrence of material financial or accounting errors, financial or other misconduct or Competitive Activity) as may be adopted by the Administrator or the Board from time to time and communicated to the Employee or as required by applicable law, and are otherwise subject to forfeiture or disgorgement of profits as provided by the Plan.
(c)      Consent to Electronic Delivery . By entering into this Agreement and accepting the Options evidenced hereby, the Employee hereby consents to the delivery of information (including, without limitation, information required to be delivered to the Employee pursuant to applicable securities laws) regarding the Company and the Subsidiaries, the Plan, this Agreement and the Options via Company website or other electronic delivery.
(d)      Amendment . This Agreement may not be amended, modified or supplemented orally, but only by a written instrument executed by the Employee and the Company.


(e)      Applicable Law . This Agreement shall be governed in all respects, including, but not limited to, as to validity, interpretation and effect, by the internal laws of the State of Delaware, without reference to principles of conflict of law that would require application of the law of another jurisdiction.
(f)      Acceptance of Options and Agreement . The Employee has indicated his or her consent and acknowledgement of the terms of this Agreement pursuant to the instructions provided to the Employee by or on behalf of the Company. The Employee acknowledges receipt of the Plan, represents to the Company that he or she has read and understood this Agreement and the Plan, and, as an express condition to the grant of the Options under this Agreement, agrees to be bound by the terms of both this Agreement and the Plan. The Employee and the Company each agrees and acknowledges that the use of electronic media (including, without limitation, a clickthrough button or checkbox on a website of the Company or a third-party administrator) to indicate the Employee’s confirmation, consent, signature, agreement and delivery of this Agreement and the Options is legally valid and has the same legal force and effect as if the Employee and the Company signed and executed this Agreement in paper form. The same use of electronic media may be used for any amendment or waiver of this Agreement.

(g)      Good Reason . In the event that the Employee is eligible for benefits under the AXA Equitable Supplemental Severance Plan for Executives (the “Severance Plan”) as of the date of his or her termination of employment, the term “Good Reason” shall have the meaning set forth in the Severance Plan as in effect on the date of termination.
  



EXHIBIT A
STOCK OPTION AGREEMENT
RESTRICTIVE COVENANTS AND POST-TERMINATION OBLIGATIONS


Section 1. Acknowledgements . The Employee acknowledges and agrees that during the Employee’s employment with the Company, the Employee has and will have access to trade secrets and other information that is confidential and/or proprietary about the totality, strategies and business dealings of the Company. The Employee acknowledges and agrees that such information is highly valuable to the Company and provides the Company with a unique and competitive advantage. The Employee further acknowledges and agrees that the covenants contained herein are reasonable and necessary to protect the legitimate interests of the Company, and that any violation of the covenants set forth herein would result in significant and irreparable harm to the Company.

Section 2. Protection of Confidential Information . The Employee will not, without permission of the Company, disclose any Company confidential and /or proprietary information or trade secrets to anyone outside the Company, unless required by subpoena. Confidential and/or proprietary information and trade secrets include, but are not limited to, customer lists, any confidential information about (or provided by) any customer or prospective or former customer of the Company, product development information, marketing and sales plans, premium or other pricing information, operating policies and manuals, and, or other confidential information related to the Company. Notwithstanding the foregoing, the Employee may disclose confidential information as (x) authorized by applicable law (including, but not limited to, any disclosure of information that satisfies the procedures in SEC Regulation § 240.21F-17) or (y) required pursuant to an order or requirement of a court, administrative agency, regulatory (including any self-regulatory) agency or authority or other government body.

Section 3. Noncompetition . The Employee will not, for 12 months following termination of employment, directly or indirectly provide services in any capacity for any entity that conducts business competitive to that of the Company.

Section 4. Non-solicitation of Employees and Agents . The Employee will not, for 12 months following termination of employment, directly or indirectly, individually or on behalf of any other person or business entity of any type, hire or attempt to hire any employee, agent or agency, broker, broker-dealer, financial professional, registered principal or representative who is, or during the 6 months preceding the Employee’s termination of employment was, employed or associated with the Company.

Section 5. Non-solicitation of Customers . The Employee will not, for 12 months following termination of employment, directly or indirectly, either for the Employee’s own benefit or for the benefit of another, attempt to solicit any person or entity that is, or during the 6 months preceding the Employee’s termination of employment was, a customer of the Company.

Section 6. Non-disparagement . The Employee shall not (including following any termination of employment with the Company), whether in writing or orally, disparage the Company, its Subsidiaries, any of their respective Affiliates or their respective predecessors and successors, or any of the current or former directors, officers, executives, shareholders, partners, members, or, as a group, other employees of any of the foregoing, with respect to any of their respective past or present activities or otherwise publish (whether in writing or orally) statements that reflects adversely on or encourages any adverse action against the aforementioned parties unless (x) testifying truthfully under oath pursuant to pursuant to a lawful court order or subpoena, (y) authorized by applicable law (including, but not limited to, any disclosure of information that satisfies the procedures in SEC Regulation § 240.21F-17) or (z) required pursuant to an order or requirement of a court, administrative agency regulatory (including any self-regulatory) agency or authority or other government body.



Section 7. Agreement to Cooperate . Following the termination of employment and without additional compensation, the Employee will reasonably assist and cooperate with the Company in connection with the defense or prosecution of the any claim that may be made against or by the Company, or in connection with any ongoing or future investigation or dispute or claim of any kind involving the Company including preparing for and testifying in any proceeding to the extent that such claims investigations or proceedings relate to services performed or required to be performed by the Employee during employment, pertinent knowledge possessed by the Employee or any act or omission by the Employee. Employee will perform all acts and execute and deliver all documents that may be reasonably necessary to carry out the provisions of this section. Upon submission of appropriate written documentation, the Company agrees to reimburse the Employee for reasonable pre-approved out-of-pocket expenses incurred in connection with such assistance. The Company agrees it will make all reasonable efforts to minimize disruption to the Employee’s other commitments.





AXA Equitable Supplemental Severance Plan for Executives
As Amended and Restated as of May 9, 2018

Section I. Purpose

The purpose of the AXA Equitable Supplemental Severance Plan for Executives (the “Supplemental Plan”) is to provide supplemental severance benefits for individuals who have been elected by the Board of Directors of AXA Equitable Life Insurance Company (“AXA Equitable”) as Managing Directors or higher (“Eligible Executive”) of AXA Equitable in the event of Job Elimination. These severance benefits are intended solely to supplement, and shall not be duplicative of, any severance benefits for which an Eligible Executive may be eligible under the AXA Equitable Severance Benefit Plan (“Basic Severance Plan”).

Section II. Coordination with Basic Severance Plan

All provisions of the Basic Severance Plan including, without limitation, all terms and conditions for the payment of Severance Benefits, shall apply to this Supplemental Plan and are incorporated by reference into this Supplemental Plan. This Supplemental Plan shall only exist to the extent the Basic Severance Plan remains in effect. To the extent there is a conflict between this Supplemental Plan and the Basic Severance Plan, this Supplemental Plan will govern.

Section III. Definitions

The following definitions shall apply for purposes of this plan and any capitalized terms that are not otherwise defined herein are as defined in the Basic Severance Plan.

AEH
AEH shall mean AXA Equitable Holdings, Inc.

Affiliate
Affiliate shall mean any corporation, partnership, limited liability company, trust or other entity which directly, or indirectly through one or more intermediaries, controls, or is controlled by, AEH.

Board
Board shall mean the Board of Directors of AEH or of any successor to AEH.

Bonus Amount
The Bonus Amount for an Eligible Executive shall mean the greatest of:
•
the most recent annual short-term incentive compensation award paid to the Eligible Executive prior to the date the Eligible Executive receives Notice of Job Elimination;
•
the average of the three most recent short-term incentive compensation awards paid to the Eligible Executive prior to the date the Eligible Executive receives Notice of Job Elimination; and
•
the annual target short-term incentive compensation award for the Eligible Executive for the year in which the Eligible Executive receives Notice of Job Elimination;

Change in Control
Change in Control shall have the meaning set forth in the AXA Equitable Holdings, Inc. 2018 Omnibus Incentive Plan, as amended from time to time.

CIC Executive
CIC Executive shall mean an Eligible Executive who is a MC Member, the AXA Equitable Chief Human Resources Officer, the AXA Equitable Chief Information Officer or the AXA Equitable Chief Transformation Officer.

MC Member
MC Member shall mean an Eligible Executive who is a member of the AEH Management Committee.

Subsidiary
Subsidiary shall mean any entity that is directly or indirectly controlled by AEH or any entity in which AEH directly or indirectly has at least a 50% equity interest
 
Section IV. Benefits

Subject to the terms and conditions set forth in the Basic Severance Plan, an Eligible Executive who is Job Eliminated and otherwise eligible for benefits under the Basic Severance Plan shall be eligible for the following benefits to the extent not provided to the Eligible Executive under the Basic Severance Plan:

(a)
Severance Pay equal to fifty-two weeks of Salary reduced by any Severance Pay for which the Eligible Executive may be eligible under the Basic Severance Plan, payable in accordance with Section 5.2 of the Basic Severance Plan; provided that , in the case of a MC Member, the number “fifty-two” in this sentence shall be replaced by “seventy-eight”;

(b)
An additional amount of Severance Pay, payable in accordance with Section 5.2 of the Basic Severance Plan, equal to the Eligible Executive’s Bonus Amount; provided that, in the case of a MC Member, the additional amount of Severance Pay shall be equal to 150% of the Eligible Executive’s Bonus Amount;

(c)
a lump sum payment equal to the sum of: (i) the Eligible Executive’s annual target short-term incentive compensation for the year in which the Eligible Executive receives Notice of Job Elimination, pro-rated based on the number of the Eligible Executive’s full calendar months of service in that year, and (ii) $40,000, less applicable withholdings and deductions, made on the first business day on or after the 90 th day following the Eligible Executive’s Job Elimination Date; and

(d)
in the event that the Eligible Executive receives Notice of Job Elimination on any date occurring during the period beginning on January 1 of a calendar year and ending on the date on which short-term incentive compensation awards are paid under the AXA Equitable Holdings, Inc. Short-Term Incentive Compensation Plan for Executive Management for the prior calendar year, the Eligible Executive shall receive a lump sum payment equal to his or her annual target short-term incentive compensation for the prior year.

No amounts paid under this Supplemental Plan will be deemed to be compensation for purposes of any company benefit plan or program.

Section V. Change in Control

In the event that a CIC Executive’s job elimination is related to a Change in Control:
•
the number of weeks of Salary payable as Severance Pay to the CIC Executive under Section IV(a) above shall be one hundred and four; and
•
the amount payable as Severance Pay under Section IV(b) above shall be equal to 200% of the CIC Executive’s Bonus Amount.
A job elimination will be deemed to be related to a Change in Control only if it occurs within 12 months after the Change in Control. For this purpose, the term “job elimination” will include certain voluntary terminations of employment by a CIC Executive for “good reason,” which includes:
 
 
•
 
a material diminution of the executive’s duties, authority or responsibilities;
 
 
•
 
a material reduction in the executive’s base compensation (other than in connection with, and substantially proportionate to, reductions by the company of the compensation of other similarly situated senior executives); and
 
 
•
 
a material change in the geographic location of the executive’s position.
 
For a voluntary termination of employment for “good reason” to be treated as an involuntary termination, the executive must give notice of the existence of the “good reason” condition within 90 days of its initial existence and the company must not remedy the condition within 30 days of the notice.

Section VI. Restrictive Covenants

In addition to any eligibility requirements under the Basic Severance Plan, to be eligible to receive benefits under this Supplemental Plan, an Eligible Executive must agree that he or she will not, for 12 months following termination of employment, directly or indirectly:

•
provide services in any capacity for any entity that conducts business competitive to that of AEH or one of its Subsidiaries;
•
individually or on behalf of any other person or business entity of any type, hire or attempt to hire any employee, agent or agency, broker, broker-dealer, financial planner, registered principal or representative who is, or during the 6 months preceding the Eligible Executive’s termination of employment was, employed or associated with AEH or one of its Subsidiaries; or
•
either for his or her own benefit or for the benefit of another, attempt to solicit any person or entity that is, or during the 6 months preceding the Eligible Executive’s termination of employment was, a customer of AEH or one of its Subsidiaries.

Section VII. Section 409A

(a)
If any payment, compensation or other benefit provided to an Eligible Executive in connection with his or her Job Elimination is determined, in whole or in part, to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code (“Section 409A”) and the Eligible Executive is a specified employee as defined in Section 409A(a)(2)(B)(i), then such “nonqualified deferred compensation” will not be paid before (i) the first regularly scheduled payroll date following the sixth (6th) month of such Eligible Executive’s Job Elimination Date or (ii) the first regularly scheduled payroll date following such Eligible Executive’s death, if earlier (the “New Payment Date”). The aggregate of any payments that otherwise would have been paid to the Eligible Executive during the period between the Eligible Executive’s Job Elimination Date and the New Payment Date will be paid to such Eligible Executive in a lump sum on such New Payment Date. Thereafter, any payments that remain outstanding as of the day immediately following the New Payment Date will be paid without delay over the time period originally scheduled, in accordance with the terms of this Supplemental Plan.

(b)
If under this Supplemental Plan, an amount is paid in two or more installments, each installment shall be treated as a separate payment for purposes of Section 409A.

(c)
A termination of employment shall not be deemed to have occurred for purposes of any provision of this Supplemental Plan providing for the payment of any amounts or benefits subject to Section 409A upon or following a termination of employment unless such termination is also a “separation from service” as defined in Treas. Reg. Section 1.409A-1(h), provided that a separation from service will be deemed to have occurred where AXA Equitable and an Eligible Executive reasonably anticipate that the level of bona fide services such Eligible Executive would perform after that date for AXA Equitable and all persons with whom AXA Equitable would be considered a single employer under Sections 414(b) and 414(c) of the Code would permanently decrease to less than 50% of the average level of bona fide services provided by such Eligible Executive in the immediately preceding 12 months. In addition, an 80% test will be used to in applying Sections 1563(a)(1), (2) and (3) of the Code for purposes of determining a controlled group of corporations under Section 414(b) of the Code and in applying Treas. Reg. Section 1.414(c)-2 for purposes of determining trades or businesses that are under common control for purposes of Section 414(c) of the Code.

Section VIII. Effective Date

The original effective date of this Supplemental Plan is November 20, 2008. This Supplemental Plan was amended and restated effective as of March 4, 2011 and January 1, 2014, and is hereby subsequently amended and restated effective as of May 9, 2018.


1




Exhibit 31.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Mark Pearson, President and Chief Executive Officer of AXA Equitable Holdings, Inc., certify that:

1) I have reviewed this quarterly report on Form 10-Q of AXA Equitable Holdings, Inc. (the "Registrant");
2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4) The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)    Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c)    Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
5) The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):
a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

Date: June 19, 2018
 
/s/ Mark Pearson
Mark Pearson
President and Chief Executive Officer




Exhibit 31.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Anders Malmström, Senior Executive Vice President and Chief Financial Officer of AXA Equitable Holdings, Inc., certify that:

1) I have reviewed this quarterly report on Form 10-Q of AXA Equitable Holdings, Inc. (the "Registrant");
2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4) The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)    Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c)    Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
5) The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):
a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

Date: June 19, 2018
 
/s/ Anders Malmström
Anders Malmström
Senior Executive Vice President and
Chief Financial Officer




Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of AXA Equitable Holdings, Inc. (the "Company") for the quarter ended March 31, 2018 , as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Mark Pearson, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: June 19, 2018
 
/s/ Mark Pearson
Mark Pearson
President and Chief Executive Officer




Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of AXA Equitable Holdings, Inc. (the "Company") for the quarter ended March 31, 2018 , as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Anders Malmström, Senior Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Date: June 19, 2018
 
/s/ Anders Malmström
Anders Malmström
Senior Executive Vice President and
Chief Financial Officer