EXHIBIT 10.1

EXECUTION VERSION

AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENT

AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENT, dated as of March 22, 2021 (this “Agreement”), is entered into by and among EQUITABLE HOLDINGS, INC. (f/k/a AXA Equitable Holdings, Inc.), a Delaware corporation (the “Company”), the Subsidiary Account Parties party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and the Banks party hereto.

PRELIMINARY STATEMENTS:

WHEREAS, the Company, the Subsidiary Account Parties party thereto, Administrative Agent and certain banks entered into that certain Revolving Credit Agreement, dated as of February 16, 2018 (as amended, amended and restated, supplemented, waived or otherwise modified prior to the date hereof, the “Credit Agreement” and as further amended pursuant to this Agreement, the “Amended Credit Agreement”; capitalized terms not otherwise defined in this Agreement have the same meanings as specified in the Credit Agreement);

WHEREAS, the Company has requested that the Administrative Agent and the undersigned Banks, constituting the Required Banks, consent to certain amendments to the Credit Agreement; and

WHEREAS, the Company, the Subsidiary Account Parties, the Administrative Agent and the Banks party hereto have agreed to amend the Credit Agreement as hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto hereby agree as follows:

SECTION 1.Amendment to Credit Agreement

. Each of the parties hereto agrees that, effective on the Amendment No. 1 Effective Date (as defined below), the Credit Agreement shall be amended as follows:

(a)Section 5.07(a) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

“(a) Minimum Adjusted Consolidated Net Worth. From and after the Availability Effective Date, the Company will not permit its Adjusted Consolidated Net Worth, calculated as of the end of each fiscal quarter, to be less than an amount equal to the sum of (i) $6,441,000,000 plus (ii) 50% of the aggregate amount of the Net Proceeds of Equity Issuances by the Company and its Subsidiaries after December 31, 2020.”

SECTION 2.Reference to and Effect on the Credit Documents.

(a)On and after the Amendment No. 1 Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Credit Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the “Credit Agreement”, shall mean and be a reference to the Credit Agreement, as amended by this Agreement.  For the avoidance of doubt, this Agreement shall also constitute a Credit Document under the Amended Credit Agreement.

(b)The Credit Agreement, as specifically amended by this Agreement, and the other Credit Documents are, and shall continue to be, in full force and effect, and are hereby in all respects ratified and confirmed.

(c)Except as expressly provided herein, the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of any Bank or the

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Administrative Agent under the Credit Agreement or any other Credit Document, nor shall it constitute a waiver of any provision of the Credit Agreement or any Credit Document.

SECTION 3.Conditions of Effectiveness for Agreement

.  This Agreement shall become effective as of the date (the “Amendment No. 1 Effective Date”) on which the following conditions shall have been satisfied (or waived by the Administrative Agent):

(a)the Administrative Agent shall have received counterparts of this Agreement executed by the Company, the Subsidiary Account Parties and Banks constituting the Required Banks;

(b)the representations and warranties contained in the Credit Agreement and in this Agreement shall be true and correct in all material respects on and as of the Amendment No. 1 Effective Date (except that such representations and warranties which are qualified by materiality or Material Adverse Effect shall be true and correct in all respects) (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date)

(c)no Default or Event of Default shall have occurred and be continuing after giving effect to this Agreement;

(d)to the extent invoiced at least two Business Days prior to the Amendment No. 1 Effective Date, all accrued fees and reasonable and documented fees and out-of-pocket expenses payable to the Administrative Agent shall have been paid in accordance with Section 5 of this Agreement and Section 10.03 of the Credit Agreement; and

(e)receipt by the Administrative Agent of any information reasonably requested by the Administrative Agent or any Bank in order to comply with “know your customer” or similar identification requirements of the Administrative Agent or such Bank.

By releasing its signature page hereto, the Company shall be deemed to have certified to the Administrative Agent and the Banks party hereto that the conditions set forth in clauses (b) and (c) above have been satisfied.

SECTION 4.Representations and Warranties

.  The Company hereby represents and warrants to the Administrative Agent and the Banks party hereto that:

(a)on and as of the date hereof (i) it has all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Credit Agreement as amended hereby and the other Credit Documents to which it is a party, and (ii) this Agreement has been duly authorized, executed and delivered by it;

(b)the representations and warranties set forth in Article IV of the Amended Credit Agreement and in the other Credit Documents are true and correct in all material respects on and as of the Amendment No. 1 Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and

(c)this Agreement, and the Credit Agreement as amended hereby, constitute legal, valid and binding obligations of such party, enforceable against it in accordance with their respective terms, subject to (a) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or

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other similar laws affecting creditors’ rights generally, (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (c) implied covenants of good faith and fair dealing.

SECTION 5.Costs and Expenses

. The Company agrees that all reasonable, documented and invoiced out-of-pocket expenses incurred by the Administrative Agent in connection with the preparation, execution and delivery of this Agreement and the other instruments and documents to be delivered hereunder or in connection herewith are expenses that the Company is required to pay or reimburse pursuant to, and in accordance with, Section 10.03 of the Credit Agreement.

SECTION 6.Execution in Counterparts

. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. Any signature to this Agreement may be delivered by facsimile, electronic mail (including pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law. For the avoidance of doubt, the foregoing also applies to any amendment, extension or renewal of this Agreement.

Each of the parties represents and warrants to the other parties that it has the corporate capacity and authority to execute this Agreement through electronic means and there are no restrictions for doing so in that party’s constitutive documents.

SECTION 7.New York Law, Judicial Proceedings and Waiver of Jury Trial

. This Agreement is subject to the provisions of Sections 10.08, 10.09 and 10.12 of the Credit Agreement relating to governing law, waiver of trial by jury and submission to jurisdiction and venue, the provisions which are by this reference incorporated herein in full mutatis mutandis.

SECTION 8.Credit Party Affirmation

. Each Subsidiary Account Party party hereto hereby acknowledges and consents to this Agreement. The Company and each Subsidiary Account Party party hereto hereby ratifies and confirms all of its respective obligations and liabilities under the Credit Documents (as amended by the Agreement) to which it is a party and ratifies and confirms that such obligations and liabilities remain in full force and effect.

SECTION 9.No Novation

SECTION 10.. This Agreement shall not extinguish the obligations for the payment of money outstanding under the Credit Agreement.  Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or any instrument securing the same, which shall remain in full force and effect.  Nothing implied in this Agreement or in any other document contemplated hereby shall be construed as a release or other discharge of any of the Obligors under any Credit Document from any of its obligations and liabilities as an Obligor under any of the Credit Documents.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to Credit Agreement to be executed by their respective authorized officers as of the date first above written.

COMPANY:

EQUITABLE HOLDINGS, INC.,

as Company

[EQH– Signature Page to Amendment No. 1 to Revolving Credit Agreement]

SUBSIDIARY ACCOUNT PARTIES:

CS LIFE RE COMPANY

EQ AZ LIFE RE COMPANY

Chief Financial Officer and Treasurer

[EQH– Signature Page to Amendment No. 1 to Revolving Credit Agreement]

BANKS:

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent and as a Bank

By: /s/ James S. Mintzer
Name: James S. Mintzer
Title: Executive Director

[EQH– Signature Page to Amendment No. 1 to Revolving Credit Agreement]

CITIBANK, N.A.

[EQH– Signature Page to Amendment No. 1 to Revolving Credit Agreement]

BARCLAYS BANK PLC

[EQH– Signature Page to Amendment No. 1 to Revolving Credit Agreement]

MORTGAGE STANLEY BANK N.A.

[EQH– Signature Page to Amendment No. 1 to Revolving Credit Agreement]

PNC BANK, n.a.,

[EQH– Signature Page to Amendment No. 1 to Revolving Credit Agreement]

WELLS FARGO BANK, NATIONAL ASSOCIATION

[EQH– Signature Page to Amendment No. 1 to Revolving Credit Agreement]

BANK OF AMERICA, N.A.

[EQH– Signature Page to Amendment No. 1 to Revolving Credit Agreement]

BNP PARIBAS

[EQH– Signature Page to Amendment No. 1 to Revolving Credit Agreement]

CREDIT SUISSE AG, NEW YORK BRANCH

[EQH– Signature Page to Amendment No. 1 to Revolving Credit Agreement]

DEUTSCHE BANK AG NEW YORK BRANCH, as lender

[EQH– Signature Page to Amendment No. 1 to Revolving Credit Agreement]

Goldman Sachs Bank USA

[EQH– Signature Page to Amendment No. 1 to Revolving Credit Agreement]

hsbc bank usa, n.a.

[EQH– Signature Page to Amendment No. 1 to Revolving Credit Agreement]

[societe generale]

[EQH– Signature Page to Amendment No. 1 to Revolving Credit Agreement]

trust bank, successor by merger to SUNTRUST BANK

[EQH– Signature Page to Amendment No. 1 to Revolving Credit Agreement]

EXHIBIT 10.2

Execution Copy

AMENDMENT NO. 1 TO REIMBURSEMENT AGREEMENT

AMENDMENT NO. 1 TO REIMBURSEMENT AGREEMENT, dated as of March 22, 2021 (this “Agreement”), is entered into by and among EQUITABLE HOLDINGS, INC. (f/k/a AXA Equitable Holdings, Inc.), a Delaware corporation (the “Guarantor”), the Subsidiary Account Parties party hereto and NATIXIS, NEW YORK BRANCH, as LC Issuer.

PRELIMINARY STATEMENTS:

WHEREAS, the Guarantor, the Subsidiary Account Parties party thereto and the LC Issuer entered into that certain Reimbursement Agreement, dated as of February 16, 2018 (as amended, amended and restated, supplemented, waived or otherwise modified prior to the date hereof, the “Reimbursement Agreement” and as further amended pursuant to this Agreement, the “Amended Reimbursement Agreement”; capitalized terms not otherwise defined in this Agreement have the same meanings as specified in the Reimbursement Agreement);

WHEREAS, the Guarantor has requested that the LC Issuer consent to certain amendments to the Reimbursement Agreement; and

WHEREAS, the Guarantor, the Subsidiary Account Parties and the LC Issuer have agreed to amend the Reimbursement Agreement as hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto hereby agree as follows:

SECTION 1.Amendment to Reimbursement Agreement

. Each of the parties hereto agrees that, effective on the Amendment No. 1 Effective Date (as defined below), the Reimbursement Agreement shall be amended as follows:

(a)Section 5.07(a) of the Reimbursement Agreement is hereby amended and restated to read in its entirety as follows:

“(a) Minimum Adjusted Consolidated Net Worth. From and after the Availability Effective Date, the Guarantor will not permit its Adjusted Consolidated Net Worth, calculated as of the end of each fiscal quarter, to be less than an amount equal to the sum of (i) $6,441,000,000 plus (ii) 50% of the aggregate amount of the Net Proceeds of Equity Issuances by the Guarantor and its Subsidiaries after December 31, 2020.”

SECTION 2.Reference to and Effect on the Credit Documents.

(a)On and after the Amendment No. 1 Effective Date, each reference in the Reimbursement Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Reimbursement Agreement, and each reference in the other Credit Documents to “the Reimbursement Agreement”, “thereunder”, “thereof” or words of like import referring to the “Reimbursement Agreement”, shall mean and be a reference to the Reimbursement Agreement, as amended by this Agreement.  For the avoidance of doubt, this Agreement shall also constitute a Credit Document under the Amended Reimbursement Agreement.

(b)The Reimbursement Agreement, as specifically amended by this Agreement, and the other Credit Documents are, and shall continue to be, in full force and effect, and are hereby in all respects ratified and confirmed.

(c)Except as expressly provided herein, the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the LC Issuer under the

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Reimbursement Agreement or any other Credit Document, nor shall it constitute a waiver of any provision of the Reimbursement Agreement or any Credit Document.

SECTION 3.Conditions of Effectiveness for Agreement

.  This Agreement shall become effective as of the date (the “Amendment No. 1 Effective Date”) on which the following conditions shall have been satisfied (or waived by the LC Issuer):

(a)the LC Issuer shall have received counterparts of this Agreement executed by the Guarantor and the Subsidiary Account Parties party hereto;

(b)the representations and warranties contained in the Reimbursement Agreement and in this Agreement shall be true and correct in all material respects on and as of the Amendment No. 1 Effective Date (except that such representations and warranties which are qualified by materiality or Material Adverse Effect shall be true and correct in all respects) (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);

(c)no Default or Event of Default shall have occurred and be continuing after giving effect to this Agreement;

(d)to the extent invoiced at least two Business Days prior to the Amendment No. 1 Effective Date, all accrued fees and reasonable and documented fees and out-of-pocket expenses payable to the LC Issuer shall have been paid in accordance with Section 5 of this Agreement and Section 8.03 of the Reimbursement Agreement; and

(e)receipt by the LC Issuer of any information reasonably requested by the LC Issuer in order to comply with “know your customer” or similar identification requirements of the LC Issuer.

By releasing its signature page hereto, the Guarantor shall be deemed to have certified to the LC Issuer that the conditions set forth in clauses (b) and (c) above have been satisfied.

SECTION 4.Representations and Warranties

.  The Guarantor hereby represents and warrants to the LC Issuer that:

(a)on and as of the date hereof (i) it has all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Reimbursement Agreement as amended hereby and the other Credit Documents to which it is a party, and (ii) this Agreement has been duly authorized, executed and delivered by it;

(b)the representations and warranties set forth in Article IV of the Amended Reimbursement Agreement and in the other Credit Documents are true and correct in all material respects on and as of the Amendment No. 1 Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and

(c)this Agreement, and the Reimbursement Agreement as amended hereby, constitute legal, valid and binding obligations of such party, enforceable against it in accordance with their respective terms, subject to (a) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (b) general principles of equity

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(regardless of whether such enforceability is considered in a proceeding in equity or at law) and (c) implied covenants of good faith and fair dealing.

SECTION 5.Costs and Expenses

. The Guarantor agrees that all reasonable, documented and invoiced out-of-pocket expenses incurred by the LC Issuer in connection with the preparation, execution and delivery of this Agreement and the other instruments and documents to be delivered hereunder or in connection herewith are expenses that the Guarantor is required to pay or reimburse pursuant to, and in accordance with, Section 8.03 of the Reimbursement Agreement.

SECTION 6.Execution in Counterparts

. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. Any signature to this Agreement may be delivered by facsimile, electronic mail (including pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law. For the avoidance of doubt, the foregoing also applies to any amendment, extension or renewal of this Agreement.

Each of the parties represents and warrants to the other parties that it has the corporate capacity and authority to execute this Agreement through electronic means and there are no restrictions for doing so in that party’s constitutive documents.

SECTION 7.New York Law, Judicial Proceedings and Waiver of Jury Trial

. This Agreement is subject to the provisions of Sections 8.06, 8.07 and 8.10 of the Reimbursement Agreement relating to governing law, waiver of trial by jury and submission to jurisdiction and venue, the provisions which are by this reference incorporated herein in full mutatis mutandis.

SECTION 8.Obligor Affirmation

. Each Subsidiary Account Party party hereto hereby acknowledges and consents to this Agreement. The Guarantor and each Subsidiary Account Party party hereto hereby ratifies and confirms all of its respective obligations and liabilities under the Credit Documents (as amended by the Agreement) to which it is a party and ratifies and confirms that such obligations and liabilities remain in full force and effect.

SECTION 9.No Novation

SECTION 10.. This Agreement shall not extinguish the obligations for the payment of money outstanding under the Reimbursement Agreement.  Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Reimbursement Agreement or any instrument securing the same, which shall remain in full force and effect.  Nothing implied in this Agreement or in any other document contemplated hereby shall be construed as a release or other discharge of any of the Obligors under any Credit Document from any of its obligations and liabilities as an Obligor under any of the Credit Documents.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to Reimbursement Agreement to be executed by their respective authorized officers as of the date first above written.

GUARANTOR:

EQUITABLE HOLDINGS, INC.,

as Guarantor

By:/s/ Yun Zhang____________

Name:Yun Zhang
Title:Senior Vice President and Treasurer

[EQH – Signature Page to Amendment No. 1 to Reimbursement Agreement]

SUBSIDIARY ACCOUNT PARTIES:

EQ AZ LIFE RE COMPANY

By:/s/ Yun Zhang____________

Name:Yun Zhang
Title:Senior Vice President,

Chief Financial Officer and Treasurer

[EQH – Signature Page to Amendment No. 1 to Reimbursement Agreement]

LC ISSUER:

NATIXIS, NEW YORK BRANCH,

as LC Issuer

[EQH – Signature Page to Amendment No. 1 to Reimbursement Agreement]

EXHIBIT 10.3

Execution Copy

AMENDMENT NO. 1 TO REIMBURSEMENT AGREEMENT

AMENDMENT NO. 1 TO REIMBURSEMENT AGREEMENT, dated as of March 22, 2021 (this “Agreement”), is entered into by and among EQUITABLE HOLDINGS, INC. (f/k/a AXA Equitable Holdings, Inc.), a Delaware corporation (the “Guarantor”), the Subsidiary Account Parties party hereto and HSBC BANK USA, NATIONAL ASSOCIATION, as LC Issuer.

PRELIMINARY STATEMENTS:

WHEREAS, the Guarantor, the Subsidiary Account Parties party thereto and the LC Issuer entered into that certain Reimbursement Agreement, dated as of February 16, 2018 (as amended, amended and restated, supplemented, waived or otherwise modified prior to the date hereof, the “Reimbursement Agreement” and as further amended pursuant to this Agreement, the “Amended Reimbursement Agreement”; capitalized terms not otherwise defined in this Agreement have the same meanings as specified in the Reimbursement Agreement);

WHEREAS, the Guarantor has requested that the LC Issuer consent to certain amendments to the Reimbursement Agreement; and

WHEREAS, the Guarantor, the Subsidiary Account Parties and the LC Issuer have agreed to amend the Reimbursement Agreement as hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto hereby agree as follows:

SECTION 1.Amendment to Reimbursement Agreement

. Each of the parties hereto agrees that, effective on the Amendment No. 1 Effective Date (as defined below), the Reimbursement Agreement shall be amended as follows:

(a)Section 5.07(a) of the Reimbursement Agreement is hereby amended and restated to read in its entirety as follows:

“(a) Minimum Adjusted Consolidated Net Worth. From and after the Availability Effective Date, the Guarantor will not permit its Adjusted Consolidated Net Worth, calculated as of the end of each fiscal quarter, to be less than an amount equal to the sum of (i) $6,441,000,000 plus (ii) 50% of the aggregate amount of the Net Proceeds of Equity Issuances by the Guarantor and its Subsidiaries after December 31, 2020.”

SECTION 2.Reference to and Effect on the Credit Documents.

(a)On and after the Amendment No. 1 Effective Date, each reference in the Reimbursement Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Reimbursement Agreement, and each reference in the other Credit Documents to “the Reimbursement Agreement”, “thereunder”, “thereof” or words of like import referring to the “Reimbursement Agreement”, shall mean and be a reference to the Reimbursement Agreement, as amended by this Agreement.  For the avoidance of doubt, this Agreement shall also constitute a Credit Document under the Amended Reimbursement Agreement.

(b)The Reimbursement Agreement, as specifically amended by this Agreement, and the other Credit Documents are, and shall continue to be, in full force and effect, and are hereby in all respects ratified and confirmed.

(c)Except as expressly provided herein, the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the LC Issuer under the

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Reimbursement Agreement or any other Credit Document, nor shall it constitute a waiver of any provision of the Reimbursement Agreement or any Credit Document.

SECTION 3.Conditions of Effectiveness for Agreement

.  This Agreement shall become effective as of the date (the “Amendment No. 1 Effective Date”) on which the following conditions shall have been satisfied (or waived by the LC Issuer):

(a)the LC Issuer shall have received counterparts of this Agreement executed by the Guarantor and the Subsidiary Account Parties party hereto;

(b)the representations and warranties contained in the Reimbursement Agreement and in this Agreement shall be true and correct in all material respects on and as of the Amendment No. 1 Effective Date (except that such representations and warranties which are qualified by materiality or Material Adverse Effect shall be true and correct in all respects) (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);

(c)no Default or Event of Default shall have occurred and be continuing after giving effect to this Agreement;

(d)to the extent invoiced at least two Business Days prior to the Amendment No. 1 Effective Date, all accrued fees and reasonable and documented fees and out-of-pocket expenses payable to the LC Issuer shall have been paid in accordance with Section 5 of this Agreement and Section 8.03 of the Reimbursement Agreement; and

(e)receipt by the LC Issuer of any information reasonably requested by the LC Issuer in order to comply with “know your customer” or similar identification requirements of the LC Issuer.

By releasing its signature page hereto, the Guarantor shall be deemed to have certified to the LC Issuer that the conditions set forth in clauses (b) and (c) above have been satisfied.

SECTION 4.Representations and Warranties

.  The Guarantor hereby represents and warrants to the LC Issuer that:

(a)on and as of the date hereof (i) it has all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Reimbursement Agreement as amended hereby and the other Credit Documents to which it is a party, and (ii) this Agreement has been duly authorized, executed and delivered by it;

(b)the representations and warranties set forth in Article IV of the Amended Reimbursement Agreement and in the other Credit Documents are true and correct in all material respects on and as of the Amendment No. 1 Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and

(c)this Agreement, and the Reimbursement Agreement as amended hereby, constitute legal, valid and binding obligations of such party, enforceable against it in accordance with their respective terms, subject to (a) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (b) general principles of equity

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(regardless of whether such enforceability is considered in a proceeding in equity or at law) and (c) implied covenants of good faith and fair dealing.

SECTION 5.Costs and Expenses

. The Guarantor agrees that all reasonable, documented and invoiced out-of-pocket expenses incurred by the LC Issuer in connection with the preparation, execution and delivery of this Agreement and the other instruments and documents to be delivered hereunder or in connection herewith are expenses that the Guarantor is required to pay or reimburse pursuant to, and in accordance with, Section 8.03 of the Reimbursement Agreement.

SECTION 6.Execution in Counterparts

. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. Any signature to this Agreement may be delivered by facsimile, electronic mail (including pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law. For the avoidance of doubt, the foregoing also applies to any amendment, extension or renewal of this Agreement.

Each of the parties represents and warrants to the other parties that it has the corporate capacity and authority to execute this Agreement through electronic means and there are no restrictions for doing so in that party’s constitutive documents.

SECTION 7.New York Law, Judicial Proceedings and Waiver of Jury Trial

. This Agreement is subject to the provisions of Sections 8.06, 8.07 and 8.10 of the Reimbursement Agreement relating to governing law, waiver of trial by jury and submission to jurisdiction and venue, the provisions which are by this reference incorporated herein in full mutatis mutandis.

SECTION 8.Obligor Affirmation

. Each Subsidiary Account Party party hereto hereby acknowledges and consents to this Agreement. The Guarantor and each Subsidiary Account Party party hereto hereby ratifies and confirms all of its respective obligations and liabilities under the Credit Documents (as amended by the Agreement) to which it is a party and ratifies and confirms that such obligations and liabilities remain in full force and effect.

SECTION 9.No Novation

SECTION 10.. This Agreement shall not extinguish the obligations for the payment of money outstanding under the Reimbursement Agreement.  Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Reimbursement Agreement or any instrument securing the same, which shall remain in full force and effect.  Nothing implied in this Agreement or in any other document contemplated hereby shall be construed as a release or other discharge of any of the Obligors under any Credit Document from any of its obligations and liabilities as an Obligor under any of the Credit Documents.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to Reimbursement Agreement to be executed by their respective authorized officers as of the date first above written.

GUARANTOR:

EQUITABLE HOLDINGS, INC.,

as Guarantor

By:/s/ Yun Zhang____________

Name:Yun Zhang
Title:Senior Vice President and Treasurer

[EQH – Signature Page to Amendment No. 1 to Reimbursement Agreement]

SUBSIDIARY ACCOUNT PARTIES:

EQ AZ LIFE RE COMPANY

By:/s/ Yun Zhang____________

Name:Yun Zhang
Title:Senior Vice President,

Chief Financial Officer and Treasurer

[EQH – Signature Page to Amendment No. 1 to Reimbursement Agreement]

LC ISSUER:

HSBC BANK USA, NATIONAL ASSOCIATION,

as LC Issuer

[EQH – Signature Page to Amendment No. 1 to Reimbursement Agreement]

EXHIBIT 10.4

Execution Copy

AMENDMENT NO. 1 TO REIMBURSEMENT AGREEMENT

AMENDMENT NO. 1 TO REIMBURSEMENT AGREEMENT, dated as of March 22, 2021 (this “Agreement”), is entered into by and among EQUITABLE HOLDINGS, INC. (f/k/a AXA Equitable Holdings, Inc.), a Delaware corporation (the “Guarantor”), the Subsidiary Account Parties party hereto and CITIBANK EUROPE PLC, as LC Issuer.

PRELIMINARY STATEMENTS:

WHEREAS, the Guarantor, the Subsidiary Account Parties party thereto and the LC Issuer entered into that certain Reimbursement Agreement, dated as of February 16, 2018 (as amended, amended and restated, supplemented, waived or otherwise modified prior to the date hereof, the “Reimbursement Agreement” and as further amended pursuant to this Agreement, the “Amended Reimbursement Agreement”; capitalized terms not otherwise defined in this Agreement have the same meanings as specified in the Reimbursement Agreement);

WHEREAS, the Guarantor has requested that the LC Issuer consent to certain amendments to the Reimbursement Agreement; and

WHEREAS, the Guarantor, the Subsidiary Account Parties and the LC Issuer have agreed to amend the Reimbursement Agreement as hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto hereby agree as follows:

SECTION 1.Amendment to Reimbursement Agreement

. Each of the parties hereto agrees that, effective on the Amendment No. 1 Effective Date (as defined below), the Reimbursement Agreement shall be amended as follows:

(a)Section 5.07(a) of the Reimbursement Agreement is hereby amended and restated to read in its entirety as follows:

“(a) Minimum Adjusted Consolidated Net Worth. From and after the Availability Effective Date, the Guarantor will not permit its Adjusted Consolidated Net Worth, calculated as of the end of each fiscal quarter, to be less than an amount equal to the sum of (i) $6,441,000,000 plus (ii) 50% of the aggregate amount of the Net Proceeds of Equity Issuances by the Guarantor and its Subsidiaries after December 31, 2020.”

SECTION 2.Reference to and Effect on the Credit Documents.

(a)On and after the Amendment No. 1 Effective Date, each reference in the Reimbursement Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Reimbursement Agreement, and each reference in the other Credit Documents to “the Reimbursement Agreement”, “thereunder”, “thereof” or words of like import referring to the “Reimbursement Agreement”, shall mean and be a reference to the Reimbursement Agreement, as amended by this Agreement.  For the avoidance of doubt, this Agreement shall also constitute a Credit Document under the Amended Reimbursement Agreement.

(b)The Reimbursement Agreement, as specifically amended by this Agreement, and the other Credit Documents are, and shall continue to be, in full force and effect, and are hereby in all respects ratified and confirmed.

(c)Except as expressly provided herein, the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the LC Issuer under the

1

Reimbursement Agreement or any other Credit Document, nor shall it constitute a waiver of any provision of the Reimbursement Agreement or any Credit Document.

SECTION 3.Conditions of Effectiveness for Agreement

.  This Agreement shall become effective as of the date (the “Amendment No. 1 Effective Date”) on which the following conditions shall have been satisfied (or waived by the LC Issuer):

(a)the LC Issuer shall have received counterparts of this Agreement executed by the Guarantor and the Subsidiary Account Parties party hereto;

(b)the representations and warranties contained in the Reimbursement Agreement and in this Agreement shall be true and correct in all material respects on and as of the Amendment No. 1 Effective Date (except that such representations and warranties which are qualified by materiality or Material Adverse Effect shall be true and correct in all respects) (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);

(c)no Default or Event of Default shall have occurred and be continuing after giving effect to this Agreement;

(d)to the extent invoiced at least two Business Days prior to the Amendment No. 1 Effective Date, all accrued fees and reasonable and documented fees and out-of-pocket expenses payable to the LC Issuer shall have been paid in accordance with Section 5 of this Agreement and Section 8.03 of the Reimbursement Agreement; and

(e)receipt by the LC Issuer of any information reasonably requested by the LC Issuer in order to comply with “know your customer” or similar identification requirements of the LC Issuer.

By releasing its signature page hereto, the Guarantor shall be deemed to have certified to the LC Issuer that the conditions set forth in clauses (b) and (c) above have been satisfied.

SECTION 4.Representations and Warranties

.  The Guarantor hereby represents and warrants to the LC Issuer that:

(a)on and as of the date hereof (i) it has all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Reimbursement Agreement as amended hereby and the other Credit Documents to which it is a party, and (ii) this Agreement has been duly authorized, executed and delivered by it;

(b)the representations and warranties set forth in Article IV of the Amended Reimbursement Agreement and in the other Credit Documents are true and correct in all material respects on and as of the Amendment No. 1 Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and

(c)this Agreement, and the Reimbursement Agreement as amended hereby, constitute legal, valid and binding obligations of such party, enforceable against it in accordance with their respective terms, subject to (a) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (b) general principles of equity

2

(regardless of whether such enforceability is considered in a proceeding in equity or at law) and (c) implied covenants of good faith and fair dealing.

SECTION 5.Costs and Expenses

. The Guarantor agrees that all reasonable, documented and invoiced out-of-pocket expenses incurred by the LC Issuer in connection with the preparation, execution and delivery of this Agreement and the other instruments and documents to be delivered hereunder or in connection herewith are expenses that the Guarantor is required to pay or reimburse pursuant to, and in accordance with, Section 8.03 of the Reimbursement Agreement.

SECTION 6.Execution in Counterparts

. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. Any signature to this Agreement may be delivered by facsimile, electronic mail (including pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law. For the avoidance of doubt, the foregoing also applies to any amendment, extension or renewal of this Agreement.

Each of the parties represents and warrants to the other parties that it has the corporate capacity and authority to execute this Agreement through electronic means and there are no restrictions for doing so in that party’s constitutive documents.

SECTION 7.New York Law, Judicial Proceedings and Waiver of Jury Trial

. This Agreement is subject to the provisions of Sections 8.06, 8.07 and 8.10 of the Reimbursement Agreement relating to governing law, waiver of trial by jury and submission to jurisdiction and venue, the provisions which are by this reference incorporated herein in full mutatis mutandis.

SECTION 8.Obligor Affirmation

. Each Subsidiary Account Party party hereto hereby acknowledges and consents to this Agreement. The Guarantor and each Subsidiary Account Party party hereto hereby ratifies and confirms all of its respective obligations and liabilities under the Credit Documents (as amended by the Agreement) to which it is a party and ratifies and confirms that such obligations and liabilities remain in full force and effect.

SECTION 9.No Novation

SECTION 10.. This Agreement shall not extinguish the obligations for the payment of money outstanding under the Reimbursement Agreement.  Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Reimbursement Agreement or any instrument securing the same, which shall remain in full force and effect.  Nothing implied in this Agreement or in any other document contemplated hereby shall be construed as a release or other discharge of any of the Obligors under any Credit Document from any of its obligations and liabilities as an Obligor under any of the Credit Documents.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

3

IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to Reimbursement Agreement to be executed by their respective authorized officers as of the date first above written.

GUARANTOR:

EQUITABLE HOLDINGS, INC.,

as Guarantor

By:/s/ Yun Zhang____________

Name:Yun Zhang
Title:Senior Vice President and Treasurer

[EQH – Signature Page to Amendment No. 1 to Reimbursement Agreement]

SUBSIDIARY ACCOUNT PARTIES:

EQ AZ LIFE RE COMPANY

By:/s/ Yun Zhang____________

Name:Yun Zhang
Title:Senior Vice President,

Chief Financial Officer and Treasurer

[EQH – Signature Page to Amendment No. 1 to Reimbursement Agreement]

LC ISSUER:

Citibank Europe PLC,

as LC Issuer

[EQH – Signature Page to Amendment No. 1 to Reimbursement Agreement]

EXHIBIT 10.5

Execution Copy

AMENDMENT NO. 1 TO REIMBURSEMENT AGREEMENT

AMENDMENT NO. 1 TO REIMBURSEMENT AGREEMENT, dated as of March 22, 2021 (this “Agreement”), is entered into by and among EQUITABLE HOLDINGS, INC. (f/k/a AXA Equitable Holdings, Inc.), a Delaware corporation (the “Guarantor”), the Subsidiary Account Parties party hereto and CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as LC Issuer.

PRELIMINARY STATEMENTS:

WHEREAS, the Guarantor, the Subsidiary Account Parties party thereto and the LC Issuer entered into that certain Reimbursement Agreement, dated as of February 16, 2018 (as amended, amended and restated, supplemented, waived or otherwise modified prior to the date hereof, the “Reimbursement Agreement” and as further amended pursuant to this Agreement, the “Amended Reimbursement Agreement”; capitalized terms not otherwise defined in this Agreement have the same meanings as specified in the Reimbursement Agreement);

WHEREAS, the Guarantor has requested that the LC Issuer consent to certain amendments to the Reimbursement Agreement; and

WHEREAS, the Guarantor, the Subsidiary Account Parties and the LC Issuer have agreed to amend the Reimbursement Agreement as hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto hereby agree as follows:

SECTION 1.Amendment to Reimbursement Agreement

. Each of the parties hereto agrees that, effective on the Amendment No. 1 Effective Date (as defined below), the Reimbursement Agreement shall be amended as follows:

(a)Section 5.07(a) of the Reimbursement Agreement is hereby amended and restated to read in its entirety as follows:

“(a) Minimum Adjusted Consolidated Net Worth. From and after the Availability Effective Date, the Guarantor will not permit its Adjusted Consolidated Net Worth, calculated as of the end of each fiscal quarter, to be less than an amount equal to the sum of (i) $6,441,000,000 plus (ii) 50% of the aggregate amount of the Net Proceeds of Equity Issuances by the Guarantor and its Subsidiaries after December 31, 2020.”

SECTION 2.Reference to and Effect on the Credit Documents.

(a)On and after the Amendment No. 1 Effective Date, each reference in the Reimbursement Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Reimbursement Agreement, and each reference in the other Credit Documents to “the Reimbursement Agreement”, “thereunder”, “thereof” or words of like import referring to the “Reimbursement Agreement”, shall mean and be a reference to the Reimbursement Agreement, as amended by this Agreement.  For the avoidance of doubt, this Agreement shall also constitute a Credit Document under the Amended Reimbursement Agreement.

(b)The Reimbursement Agreement, as specifically amended by this Agreement, and the other Credit Documents are, and shall continue to be, in full force and effect, and are hereby in all respects ratified and confirmed.

(c)Except as expressly provided herein, the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the LC Issuer under the

1

Reimbursement Agreement or any other Credit Document, nor shall it constitute a waiver of any provision of the Reimbursement Agreement or any Credit Document.

SECTION 3.Conditions of Effectiveness for Agreement

.  This Agreement shall become effective as of the date (the “Amendment No. 1 Effective Date”) on which the following conditions shall have been satisfied (or waived by the LC Issuer):

(a)the LC Issuer shall have received counterparts of this Agreement executed by the Guarantor and the Subsidiary Account Parties party hereto;

(b)the representations and warranties contained in the Reimbursement Agreement and in this Agreement shall be true and correct in all material respects on and as of the Amendment No. 1 Effective Date (except that such representations and warranties which are qualified by materiality or Material Adverse Effect shall be true and correct in all respects) (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);

(c)no Default or Event of Default shall have occurred and be continuing after giving effect to this Agreement;

(d)to the extent invoiced at least two Business Days prior to the Amendment No. 1 Effective Date, all accrued fees and reasonable and documented fees and out-of-pocket expenses payable to the LC Issuer shall have been paid in accordance with Section 5 of this Agreement and Section 8.03 of the Reimbursement Agreement; and

(e)receipt by the LC Issuer of any information reasonably requested by the LC Issuer in order to comply with “know your customer” or similar identification requirements of the LC Issuer.

By releasing its signature page hereto, the Guarantor shall be deemed to have certified to the LC Issuer that the conditions set forth in clauses (b) and (c) above have been satisfied.

SECTION 4.Representations and Warranties

.  The Guarantor hereby represents and warrants to the LC Issuer that:

(a)on and as of the date hereof (i) it has all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Reimbursement Agreement as amended hereby and the other Credit Documents to which it is a party, and (ii) this Agreement has been duly authorized, executed and delivered by it;

(b)the representations and warranties set forth in Article IV of the Amended Reimbursement Agreement and in the other Credit Documents are true and correct in all material respects on and as of the Amendment No. 1 Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and

(c)this Agreement, and the Reimbursement Agreement as amended hereby, constitute legal, valid and binding obligations of such party, enforceable against it in accordance with their respective terms, subject to (a) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (b) general principles of equity

2

(regardless of whether such enforceability is considered in a proceeding in equity or at law) and (c) implied covenants of good faith and fair dealing.

SECTION 5.Costs and Expenses

. The Guarantor agrees that all reasonable, documented and invoiced out-of-pocket expenses incurred by the LC Issuer in connection with the preparation, execution and delivery of this Agreement and the other instruments and documents to be delivered hereunder or in connection herewith are expenses that the Guarantor is required to pay or reimburse pursuant to, and in accordance with, Section 8.03 of the Reimbursement Agreement.

SECTION 6.Execution in Counterparts

. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. Any signature to this Agreement may be delivered by facsimile, electronic mail (including pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law. For the avoidance of doubt, the foregoing also applies to any amendment, extension or renewal of this Agreement.

Each of the parties represents and warrants to the other parties that it has the corporate capacity and authority to execute this Agreement through electronic means and there are no restrictions for doing so in that party’s constitutive documents.

SECTION 7.New York Law, Judicial Proceedings and Waiver of Jury Trial

. This Agreement is subject to the provisions of Sections 8.06, 8.07 and 8.10 of the Reimbursement Agreement relating to governing law, waiver of trial by jury and submission to jurisdiction and venue, the provisions which are by this reference incorporated herein in full mutatis mutandis.

SECTION 8.Obligor Affirmation

. Each Subsidiary Account Party party hereto hereby acknowledges and consents to this Agreement. The Guarantor and each Subsidiary Account Party party hereto hereby ratifies and confirms all of its respective obligations and liabilities under the Credit Documents (as amended by the Agreement) to which it is a party and ratifies and confirms that such obligations and liabilities remain in full force and effect.

SECTION 9.No Novation

SECTION 10.. This Agreement shall not extinguish the obligations for the payment of money outstanding under the Reimbursement Agreement.  Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Reimbursement Agreement or any instrument securing the same, which shall remain in full force and effect.  Nothing implied in this Agreement or in any other document contemplated hereby shall be construed as a release or other discharge of any of the Obligors under any Credit Document from any of its obligations and liabilities as an Obligor under any of the Credit Documents.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

3

IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to Reimbursement Agreement to be executed by their respective authorized officers as of the date first above written.

GUARANTOR:

EQUITABLE HOLDINGS, INC.,

as Guarantor

By:/s/ Yun Zhang____________

Name:Yun Zhang
Title:Senior Vice President and Treasurer

[EQH – Signature Page to Amendment No. 1 to Reimbursement Agreement]

SUBSIDIARY ACCOUNT PARTIES:

EQ AZ LIFE RE COMPANY

By:/s/ Yun Zhang____________

Name:Yun Zhang
Title:Senior Vice President,

Chief Financial Officer and Treasurer

[EQH – Signature Page to Amendment No. 1 to Reimbursement Agreement]

LC ISSUER:

Credit Agricole Corporate and Investment Bank,

as LC Issuer

Credit Agricole Corporate and Investment Bank,

as LC Issuer

[EQH – Signature Page to Amendment No. 1 to Reimbursement Agreement]

EXHIBIT 10.6

Execution Copy

AMENDMENT NO. 1 TO REIMBURSEMENT AGREEMENT

AMENDMENT NO. 1 TO REIMBURSEMENT AGREEMENT, dated as of March 22, 2021 (this “Agreement”), is entered into by and among EQUITABLE HOLDINGS, INC. (f/k/a AXA Equitable Holdings, Inc.), a Delaware corporation (the “Guarantor”), the Subsidiary Account Parties party hereto and BARCLAYS BANK PLC, as LC Issuer.

PRELIMINARY STATEMENTS:

WHEREAS, the Guarantor, the Subsidiary Account Parties party thereto and the LC Issuer entered into that certain Reimbursement Agreement, dated as of February 16, 2018 (as amended, amended and restated, supplemented, waived or otherwise modified prior to the date hereof, the “Reimbursement Agreement” and as further amended pursuant to this Agreement, the “Amended Reimbursement Agreement”; capitalized terms not otherwise defined in this Agreement have the same meanings as specified in the Reimbursement Agreement);

WHEREAS, the Guarantor has requested that the LC Issuer consent to certain amendments to the Reimbursement Agreement; and

WHEREAS, the Guarantor, the Subsidiary Account Parties and the LC Issuer have agreed to amend the Reimbursement Agreement as hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto hereby agree as follows:

SECTION 1.Amendment to Reimbursement Agreement

. Each of the parties hereto agrees that, effective on the Amendment No. 1 Effective Date (as defined below), the Reimbursement Agreement shall be amended as follows:

(a)Section 5.07(a) of the Reimbursement Agreement is hereby amended and restated to read in its entirety as follows:

“(a) Minimum Adjusted Consolidated Net Worth. From and after the Availability Effective Date, the Guarantor will not permit its Adjusted Consolidated Net Worth, calculated as of the end of each fiscal quarter, to be less than an amount equal to the sum of (i) $6,441,000,000 plus (ii) 50% of the aggregate amount of the Net Proceeds of Equity Issuances by the Guarantor and its Subsidiaries after December 31, 2020.”

SECTION 2.Reference to and Effect on the Credit Documents.

(a)On and after the Amendment No. 1 Effective Date, each reference in the Reimbursement Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Reimbursement Agreement, and each reference in the other Credit Documents to “the Reimbursement Agreement”, “thereunder”, “thereof” or words of like import referring to the “Reimbursement Agreement”, shall mean and be a reference to the Reimbursement Agreement, as amended by this Agreement.  For the avoidance of doubt, this Agreement shall also constitute a Credit Document under the Amended Reimbursement Agreement.

(b)The Reimbursement Agreement, as specifically amended by this Agreement, and the other Credit Documents are, and shall continue to be, in full force and effect, and are hereby in all respects ratified and confirmed.

(c)Except as expressly provided herein, the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the LC Issuer under the

1

Reimbursement Agreement or any other Credit Document, nor shall it constitute a waiver of any provision of the Reimbursement Agreement or any Credit Document.

SECTION 3.Conditions of Effectiveness for Agreement

.  This Agreement shall become effective as of the date (the “Amendment No. 1 Effective Date”) on which the following conditions shall have been satisfied (or waived by the LC Issuer):

(a)the LC Issuer shall have received counterparts of this Agreement executed by the Guarantor and the Subsidiary Account Parties party hereto;

(b)the representations and warranties contained in the Reimbursement Agreement and in this Agreement shall be true and correct in all material respects on and as of the Amendment No. 1 Effective Date (except that such representations and warranties which are qualified by materiality or Material Adverse Effect shall be true and correct in all respects) (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);

(c)no Default or Event of Default shall have occurred and be continuing after giving effect to this Agreement;

(d)to the extent invoiced at least two Business Days prior to the Amendment No. 1 Effective Date, all accrued fees and reasonable and documented fees and out-of-pocket expenses payable to the LC Issuer shall have been paid in accordance with Section 5 of this Agreement and Section 8.03 of the Reimbursement Agreement; and

(e)receipt by the LC Issuer of any information reasonably requested by the LC Issuer in order to comply with “know your customer” or similar identification requirements of the LC Issuer.

By releasing its signature page hereto, the Guarantor shall be deemed to have certified to the LC Issuer that the conditions set forth in clauses (b) and (c) above have been satisfied.

SECTION 4.Representations and Warranties

.  The Guarantor hereby represents and warrants to the LC Issuer that:

(a)on and as of the date hereof (i) it has all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Reimbursement Agreement as amended hereby and the other Credit Documents to which it is a party, and (ii) this Agreement has been duly authorized, executed and delivered by it;

(b)the representations and warranties set forth in Article IV of the Amended Reimbursement Agreement and in the other Credit Documents are true and correct in all material respects on and as of the Amendment No. 1 Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and

(c)this Agreement, and the Reimbursement Agreement as amended hereby, constitute legal, valid and binding obligations of such party, enforceable against it in accordance with their respective terms, subject to (a) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (b) general principles of equity

2

(regardless of whether such enforceability is considered in a proceeding in equity or at law) and (c) implied covenants of good faith and fair dealing.

SECTION 5.Costs and Expenses

. The Guarantor agrees that all reasonable, documented and invoiced out-of-pocket expenses incurred by the LC Issuer in connection with the preparation, execution and delivery of this Agreement and the other instruments and documents to be delivered hereunder or in connection herewith are expenses that the Guarantor is required to pay or reimburse pursuant to, and in accordance with, Section 8.03 of the Reimbursement Agreement.

SECTION 6.Execution in Counterparts

. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. Any signature to this Agreement may be delivered by facsimile, electronic mail (including pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law. For the avoidance of doubt, the foregoing also applies to any amendment, extension or renewal of this Agreement.

Each of the parties represents and warrants to the other parties that it has the corporate capacity and authority to execute this Agreement through electronic means and there are no restrictions for doing so in that party’s constitutive documents.

SECTION 7.New York Law, Judicial Proceedings and Waiver of Jury Trial

. This Agreement is subject to the provisions of Sections 8.06, 8.07 and 8.10 of the Reimbursement Agreement relating to governing law, waiver of trial by jury and submission to jurisdiction and venue, the provisions which are by this reference incorporated herein in full mutatis mutandis.

SECTION 8.Obligor Affirmation

. Each Subsidiary Account Party party hereto hereby acknowledges and consents to this Agreement. The Guarantor and each Subsidiary Account Party party hereto hereby ratifies and confirms all of its respective obligations and liabilities under the Credit Documents (as amended by the Agreement) to which it is a party and ratifies and confirms that such obligations and liabilities remain in full force and effect.

SECTION 9.No Novation

SECTION 10.. This Agreement shall not extinguish the obligations for the payment of money outstanding under the Reimbursement Agreement.  Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Reimbursement Agreement or any instrument securing the same, which shall remain in full force and effect.  Nothing implied in this Agreement or in any other document contemplated hereby shall be construed as a release or other discharge of any of the Obligors under any Credit Document from any of its obligations and liabilities as an Obligor under any of the Credit Documents.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

3

IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to Reimbursement Agreement to be executed by their respective authorized officers as of the date first above written.

GUARANTOR:

EQUITABLE HOLDINGS, INC.,

as Guarantor

By:/s/ Yun Zhang____________

Name:Yun Zhang
Title:Senior Vice President and Treasurer

[EQH – Signature Page to Amendment No. 1 to Reimbursement Agreement]

SUBSIDIARY ACCOUNT PARTIES:

EQ AZ LIFE RE COMPANY

By:/s/ Yun Zhang____________

Name:Yun Zhang
Title:Senior Vice President,

Chief Financial Officer and Treasurer

[EQH – Signature Page to Amendment No. 1 to Reimbursement Agreement]

LC ISSUER:

Barclays Bank PLC,

as LC Issuer

[EQH – Signature Page to Amendment No. 1 to Reimbursement Agreement]

EXHIBIT 10.7

Execution Copy

AMENDMENT NO. 1 TO REIMBURSEMENT AGREEMENT

AMENDMENT NO. 1 TO REIMBURSEMENT AGREEMENT, dated as of March 22, 2021 (this “Agreement”), is entered into by and among EQUITABLE HOLDINGS, INC. (f/k/a AXA Equitable Holdings, Inc.), a Delaware corporation (the “Guarantor”), the Subsidiary Account Parties party hereto and JPMORGAN CHASE BANK, N.A., as LC Issuer.

PRELIMINARY STATEMENTS:

WHEREAS, the Guarantor, the Subsidiary Account Parties party thereto and the LC Issuer entered into that certain Reimbursement Agreement, dated as of February 16, 2018 (as amended, amended and restated, supplemented, waived or otherwise modified prior to the date hereof, the “Reimbursement Agreement” and as further amended pursuant to this Agreement, the “Amended Reimbursement Agreement”; capitalized terms not otherwise defined in this Agreement have the same meanings as specified in the Reimbursement Agreement);

WHEREAS, the Guarantor has requested that the LC Issuer consent to certain amendments to the Reimbursement Agreement; and

WHEREAS, the Guarantor, the Subsidiary Account Parties and the LC Issuer have agreed to amend the Reimbursement Agreement as hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto hereby agree as follows:

SECTION 1.Amendment to Reimbursement Agreement

. Each of the parties hereto agrees that, effective on the Amendment No. 1 Effective Date (as defined below), the Reimbursement Agreement shall be amended as follows:

(a)Section 5.07(a) of the Reimbursement Agreement is hereby amended and restated to read in its entirety as follows:

“(a) Minimum Adjusted Consolidated Net Worth. From and after the Availability Effective Date, the Guarantor will not permit its Adjusted Consolidated Net Worth, calculated as of the end of each fiscal quarter, to be less than an amount equal to the sum of (i) $6,441,000,000 plus (ii) 50% of the aggregate amount of the Net Proceeds of Equity Issuances by the Guarantor and its Subsidiaries after December 31, 2020.”

SECTION 2.Reference to and Effect on the Credit Documents.

(a)On and after the Amendment No. 1 Effective Date, each reference in the Reimbursement Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Reimbursement Agreement, and each reference in the other Credit Documents to “the Reimbursement Agreement”, “thereunder”, “thereof” or words of like import referring to the “Reimbursement Agreement”, shall mean and be a reference to the Reimbursement Agreement, as amended by this Agreement.  For the avoidance of doubt, this Agreement shall also constitute a Credit Document under the Amended Reimbursement Agreement.

(b)The Reimbursement Agreement, as specifically amended by this Agreement, and the other Credit Documents are, and shall continue to be, in full force and effect, and are hereby in all respects ratified and confirmed.

(c)Except as expressly provided herein, the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the LC Issuer under the

1

Reimbursement Agreement or any other Credit Document, nor shall it constitute a waiver of any provision of the Reimbursement Agreement or any Credit Document.

SECTION 3.Conditions of Effectiveness for Agreement

.  This Agreement shall become effective as of the date (the “Amendment No. 1 Effective Date”) on which the following conditions shall have been satisfied (or waived by the LC Issuer):

(a)the LC Issuer shall have received counterparts of this Agreement executed by the Guarantor and the Subsidiary Account Parties party hereto;

(b)the representations and warranties contained in the Reimbursement Agreement and in this Agreement shall be true and correct in all material respects on and as of the Amendment No. 1 Effective Date (except that such representations and warranties which are qualified by materiality or Material Adverse Effect shall be true and correct in all respects) (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);

(c)no Default or Event of Default shall have occurred and be continuing after giving effect to this Agreement;

(d)to the extent invoiced at least two Business Days prior to the Amendment No. 1 Effective Date, all accrued fees and reasonable and documented fees and out-of-pocket expenses payable to the LC Issuer shall have been paid in accordance with Section 5 of this Agreement and Section 8.03 of the Reimbursement Agreement; and

(e)receipt by the LC Issuer of any information reasonably requested by the LC Issuer in order to comply with “know your customer” or similar identification requirements of the LC Issuer.

By releasing its signature page hereto, the Guarantor shall be deemed to have certified to the LC Issuer that the conditions set forth in clauses (b) and (c) above have been satisfied.

SECTION 4.Representations and Warranties

.  The Guarantor hereby represents and warrants to the LC Issuer that:

(a)on and as of the date hereof (i) it has all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Reimbursement Agreement as amended hereby and the other Credit Documents to which it is a party, and (ii) this Agreement has been duly authorized, executed and delivered by it;

(b)the representations and warranties set forth in Article IV of the Amended Reimbursement Agreement and in the other Credit Documents are true and correct in all material respects on and as of the Amendment No. 1 Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and

(c)this Agreement, and the Reimbursement Agreement as amended hereby, constitute legal, valid and binding obligations of such party, enforceable against it in accordance with their respective terms, subject to (a) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (b) general principles of equity

2

(regardless of whether such enforceability is considered in a proceeding in equity or at law) and (c) implied covenants of good faith and fair dealing.

SECTION 5.Costs and Expenses

. The Guarantor agrees that all reasonable, documented and invoiced out-of-pocket expenses incurred by the LC Issuer in connection with the preparation, execution and delivery of this Agreement and the other instruments and documents to be delivered hereunder or in connection herewith are expenses that the Guarantor is required to pay or reimburse pursuant to, and in accordance with, Section 8.03 of the Reimbursement Agreement.

SECTION 6.Execution in Counterparts

. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. Any signature to this Agreement may be delivered by facsimile, electronic mail (including pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law. For the avoidance of doubt, the foregoing also applies to any amendment, extension or renewal of this Agreement.

Each of the parties represents and warrants to the other parties that it has the corporate capacity and authority to execute this Agreement through electronic means and there are no restrictions for doing so in that party’s constitutive documents.

SECTION 7.New York Law, Judicial Proceedings and Waiver of Jury Trial

. This Agreement is subject to the provisions of Sections 8.06, 8.07 and 8.10 of the Reimbursement Agreement relating to governing law, waiver of trial by jury and submission to jurisdiction and venue, the provisions which are by this reference incorporated herein in full mutatis mutandis.

SECTION 8.Obligor Affirmation

. Each Subsidiary Account Party party hereto hereby acknowledges and consents to this Agreement. The Guarantor and each Subsidiary Account Party party hereto hereby ratifies and confirms all of its respective obligations and liabilities under the Credit Documents (as amended by the Agreement) to which it is a party and ratifies and confirms that such obligations and liabilities remain in full force and effect.

SECTION 9.No Novation

SECTION 10.. This Agreement shall not extinguish the obligations for the payment of money outstanding under the Reimbursement Agreement.  Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Reimbursement Agreement or any instrument securing the same, which shall remain in full force and effect.  Nothing implied in this Agreement or in any other document contemplated hereby shall be construed as a release or other discharge of any of the Obligors under any Credit Document from any of its obligations and liabilities as an Obligor under any of the Credit Documents.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to Reimbursement Agreement to be executed by their respective authorized officers as of the date first above written.

GUARANTOR:

EQUITABLE HOLDINGS, INC.,

as Guarantor

By:/s/ Yun Zhang____________

Name:Yun Zhang
Title:Senior Vice President and Treasurer

[EQH – Signature Page to Amendment No. 1 to Reimbursement Agreement]

SUBSIDIARY ACCOUNT PARTIES:

EQ AZ LIFE RE COMPANY

By:/s/ Yun Zhang____________

Name:Yun Zhang
Title:Senior Vice President,

Chief Financial Officer and Treasurer

[EQH – Signature Page to Amendment No. 1 to Reimbursement Agreement]

LC ISSUER:

JPMORGAN CHASE BANK, N.A.,

as LC Issuer

[EQH – Signature Page to Amendment No. 1 to Reimbursement Agreement]

EXHIBIT 10.8

Execution Copy

SECOND AMENDMENT TO REIMBURSEMENT AGREEMENT

SECOND AMENDMENT, dated as of March 22, 2021 (this “Second Amendment”), to the Reimbursement Agreement, dated as of February 16, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Reimbursement Agreement”), by and among Equitable Holdings, Inc. (f/k/a AXA Equitable Holdings, Inc.), a Delaware corporation (the “Guarantor”), the Subsidiary Account Parties party thereto and LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE, acting through its New York Branch, as LC Issuer (the “LC Issuer”).

WHEREAS, the Obligors have requested that the LC Issuer agrees to the amendment to the Reimbursement Agreement provided for herein.

NOW, THEREFORE, in consideration of the material agreements, provisions and covenants contained herein, the parties agree as follows:

Section 1.Definitions

.  Capitalized terms used in this Second Amendment but not defined herein shall have the meanings assigned thereto in the Reimbursement Agreement.

Section 2.Amendments

.  Effective as of the Second Amendment Effective Date (as defined below), Section 5.07(a) of the Reimbursement Agreement is hereby restated in its entirety as follows:

“(a)Minimum Adjusted Consolidated Net Worth. From and after the Availability Effective Date, the Guarantor will not permit its Adjusted Consolidated Net Worth, calculated as of the end of each fiscal quarter, to be less than an amount equal to the sum of (i) $6,441,000,000 plus (ii) 50% of the aggregate amount of the Net Proceeds of Equity Issuances by the Guarantor and its Subsidiaries after December 31, 2020.”

Section 3.Condition Precedent to Effectiveness

(a).  This Second Amendment shall become effective on the date that the LC Issuer shall have received a counterpart of this Second Amendment executed by each Obligor (such date, the “Second Amendment Effective Date”).

Section 4.Representations and Warranties

. The Guarantor represents and warrants to the LC Issuer that on the Second Amendment Effective Date, the following statements are true and correct:

(a)Corporate and Governmental Authorization; Contravention.  The execution, delivery and performance by the Guarantor of this Second Amendment are within the Guarantor’s corporate, limited liability or partnership powers, have been duly authorized by all necessary corporate, limited liability company or partnership action, require no action by or in respect of, or filing with, any governmental body, agency or official (except such as have been completed or made and are in full force and effect) and do not contravene, or constitute a default under, any provision of (x) applicable law or regulation, (y) the articles of incorporation or by-laws or other constituent documents of the Guarantor or (z) any material agreement, judgment, injunction, order, decree or other instrument binding upon the Guarantor or result in the creation or imposition of any Lien on any asset of the Guarantor, except in each case referred to in the foregoing clauses (x) and (z) to the extent such contravention or default, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(b)Binding Effect.  This Second Amendment constitutes the legal, valid and binding obligations of the Guarantor, enforceable in accordance with its terms, except as the same may be limited

1994476.01-NYCSR07A - MSW

by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and by general principles of equity.

Section 5.Acknowledgment and Consent

Section 6..

(a)The Guarantor hereby acknowledges that it has reviewed the terms and provisions of this Second Amendment and consents to the amendments of the Reimbursement Agreement effected pursuant to this Second Amendment.

(b)The Guarantor acknowledges and agrees that each of the Credit Documents to which it is a party shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Second Amendment.

(c)This Second Amendment shall not extinguish the obligations for the payment of money outstanding under the Reimbursement Agreement or discharge or release the priority of any Credit Document or any other guarantee or security therefor.  Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Reimbursement Agreement or any Credit Document or instruments securing the same, which shall remain in full force and effect, except to any extent modified hereby or by instruments executed concurrently herewith.

Section 6.Miscellaneous

.

(a)On and after the date hereof, each reference in the Reimbursement Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Reimbursement Agreement, and each reference in the other Credit Documents to the “Reimbursement Agreement”, “thereunder”, “thereof” or words of like import referring to the Reimbursement Agreement shall mean and be a reference to the Reimbursement Agreement as amended by this Second Amendment.

(b)This Second Amendment shall not by implication or, except as expressly provided herein, otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the LC Issuer under the existing Reimbursement Agreement or any other Credit Document, and, except as specifically amended hereby, this Second Amendment shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the existing Reimbursement Agreement or any other provision of the existing Reimbursement Agreement or of any other Credit Document, all of which shall remain in full force and effect and are hereby ratified and affirmed in all respects.  Nothing herein shall be deemed to entitle the Obligors to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Reimbursement Agreement or any other Credit Document in similar or different circumstances.

(c)The provisions of this Second Amendment shall be binding and inure to the benefit of the parties hereto and their respective successors and assigns permitted by the Reimbursement Agreement.

(d)This Second Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

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1994476.01-NYCSR07A - MSW

(e)This Second Amendment shall be a Credit Document for all purposes of the Reimbursement Agreement and the other Credit Documents.

(f)This Second Amendment shall be governed by and construed in accordance with the laws of the State of New York.

(g)This Second Amendment, together with the other Credit Documents, constitutes the entire agreement and understanding among the parties hereto and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof. Section headings used herein are for convenience of reference only, are not part of this Second Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Second Amendment.

[Signature Pages Follow]

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1994476.01-NYCSR07A - MSW

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

OBLIGORS:

EQUITABLE HOLDINGS, INC.

By: /s/ Yun Zhang____________

Name: Yun Zhang

Title: Senior Vice President and Treasurer

EQ AZ LIFE RE COMPANY

By: /s/ Yun Zhang____________

Name: Yun Zhang

Title:Senior Vice President,

Chief Financial Officer and Treasurer

[SIGNATURE PAGE TO SECOND AMENDMENT]

LC ISSUER:

LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE,
Acting through its New York Branch, as LC Issuer

By: /s/ Samuel Bridges

Name: Samuel Bridges

Title: Senior Vice President

By: /s/ Stephanie Shinkarev

Name: Stephanie Shinkarev

Title: Assistant Vice President

[SIGNATURE PAGE TO SECOND AMENDMENT]

EXHIBIT 10.9

Execution Copy

AMENDMENT NO. 1 TO REIMBURSEMENT AGREEMENT

AMENDMENT NO. 1 TO REIMBURSEMENT AGREEMENT, dated as of March 22, 2021 (this “Agreement”), is entered into by and among EQUITABLE HOLDINGS, INC. (f/k/a AXA Equitable Holdings, Inc.), a Delaware corporation (the “Guarantor”), the Subsidiary Account Parties party hereto and COMMERZBANK AG, NEW YORK BRANCH, as LC Issuer.

PRELIMINARY STATEMENTS:

WHEREAS, the Guarantor, the Subsidiary Account Parties party thereto and the LC Issuer entered into that certain Reimbursement Agreement, dated as of February 16, 2018 (as amended, amended and restated, supplemented, waived or otherwise modified prior to the date hereof, the “Reimbursement Agreement” and as further amended pursuant to this Agreement, the “Amended Reimbursement Agreement”; capitalized terms not otherwise defined in this Agreement have the same meanings as specified in the Reimbursement Agreement);

WHEREAS, the Guarantor has requested that the LC Issuer consent to certain amendments to the Reimbursement Agreement; and

WHEREAS, the Guarantor, the Subsidiary Account Parties and the LC Issuer have agreed to amend the Reimbursement Agreement as hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto hereby agree as follows:

SECTION 1.Amendment to Reimbursement Agreement

. Each of the parties hereto agrees that, effective on the Amendment No. 1 Effective Date (as defined below), the Reimbursement Agreement shall be amended as follows:

(a)Section 5.07(a) of the Reimbursement Agreement is hereby amended and restated to read in its entirety as follows:

“(a) Minimum Adjusted Consolidated Net Worth. From and after the Availability Effective Date, the Guarantor will not permit its Adjusted Consolidated Net Worth, calculated as of the end of each fiscal quarter, to be less than an amount equal to the sum of (i) $6,441,000,000 plus (ii) 50% of the aggregate amount of the Net Proceeds of Equity Issuances by the Guarantor and its Subsidiaries after December 31, 2020.”

SECTION 2.Reference to and Effect on the Credit Documents.

(a)On and after the Amendment No. 1 Effective Date, each reference in the Reimbursement Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Reimbursement Agreement, and each reference in the other Credit Documents to “the Reimbursement Agreement”, “thereunder”, “thereof” or words of like import referring to the “Reimbursement Agreement”, shall mean and be a reference to the Reimbursement Agreement, as amended by this Agreement.  For the avoidance of doubt, this Agreement shall also constitute a Credit Document under the Amended Reimbursement Agreement.

(b)The Reimbursement Agreement, as specifically amended by this Agreement, and the other Credit Documents are, and shall continue to be, in full force and effect, and are hereby in all respects ratified and confirmed.

(c)Except as expressly provided herein, the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the LC Issuer under the

1

Reimbursement Agreement or any other Credit Document, nor shall it constitute a waiver of any provision of the Reimbursement Agreement or any Credit Document.

SECTION 3.Conditions of Effectiveness for Agreement

.  This Agreement shall become effective as of the date (the “Amendment No. 1 Effective Date”) on which the following conditions shall have been satisfied (or waived by the LC Issuer):

(a)the LC Issuer shall have received counterparts of this Agreement executed by the Guarantor and the Subsidiary Account Parties party hereto;

(b)the representations and warranties contained in the Reimbursement Agreement and in this Agreement shall be true and correct in all material respects on and as of the Amendment No. 1 Effective Date (except that such representations and warranties which are qualified by materiality or Material Adverse Effect shall be true and correct in all respects) (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);

(c)no Default or Event of Default shall have occurred and be continuing after giving effect to this Agreement;

(d)to the extent invoiced at least two Business Days prior to the Amendment No. 1 Effective Date, all accrued fees and reasonable and documented fees and out-of-pocket expenses payable to the LC Issuer shall have been paid in accordance with Section 5 of this Agreement and Section 8.03 of the Reimbursement Agreement; and

(e)receipt by the LC Issuer of any information reasonably requested by the LC Issuer in order to comply with “know your customer” or similar identification requirements of the LC Issuer.

By releasing its signature page hereto, the Guarantor shall be deemed to have certified to the LC Issuer that the conditions set forth in clauses (b) and (c) above have been satisfied.

SECTION 4.Representations and Warranties

.  The Guarantor hereby represents and warrants to the LC Issuer that:

(a)on and as of the date hereof (i) it has all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Reimbursement Agreement as amended hereby and the other Credit Documents to which it is a party, and (ii) this Agreement has been duly authorized, executed and delivered by it;

(b)the representations and warranties set forth in Article IV of the Amended Reimbursement Agreement and in the other Credit Documents are true and correct in all material respects on and as of the Amendment No. 1 Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and

(c)this Agreement, and the Reimbursement Agreement as amended hereby, constitute legal, valid and binding obligations of such party, enforceable against it in accordance with their respective terms, subject to (a) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (b) general principles of equity

2

(regardless of whether such enforceability is considered in a proceeding in equity or at law) and (c) implied covenants of good faith and fair dealing.

SECTION 5.Costs and Expenses

. The Guarantor agrees that all reasonable, documented and invoiced out-of-pocket expenses incurred by the LC Issuer in connection with the preparation, execution and delivery of this Agreement and the other instruments and documents to be delivered hereunder or in connection herewith are expenses that the Guarantor is required to pay or reimburse pursuant to, and in accordance with, Section 8.03 of the Reimbursement Agreement.

SECTION 6.Execution in Counterparts

. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. Any signature to this Agreement may be delivered by facsimile, electronic mail (including pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law. For the avoidance of doubt, the foregoing also applies to any amendment, extension or renewal of this Agreement.

Each of the parties represents and warrants to the other parties that it has the corporate capacity and authority to execute this Agreement through electronic means and there are no restrictions for doing so in that party’s constitutive documents.

SECTION 7.New York Law, Judicial Proceedings and Waiver of Jury Trial

. This Agreement is subject to the provisions of Sections 8.06, 8.07 and 8.10 of the Reimbursement Agreement relating to governing law, waiver of trial by jury and submission to jurisdiction and venue, the provisions which are by this reference incorporated herein in full mutatis mutandis.

SECTION 8.Obligor Affirmation

. Each Subsidiary Account Party party hereto hereby acknowledges and consents to this Agreement. The Guarantor and each Subsidiary Account Party party hereto hereby ratifies and confirms all of its respective obligations and liabilities under the Credit Documents (as amended by the Agreement) to which it is a party and ratifies and confirms that such obligations and liabilities remain in full force and effect.

SECTION 9.No Novation

SECTION 10.. This Agreement shall not extinguish the obligations for the payment of money outstanding under the Reimbursement Agreement.  Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Reimbursement Agreement or any instrument securing the same, which shall remain in full force and effect.  Nothing implied in this Agreement or in any other document contemplated hereby shall be construed as a release or other discharge of any of the Obligors under any Credit Document from any of its obligations and liabilities as an Obligor under any of the Credit Documents.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to Reimbursement Agreement to be executed by their respective authorized officers as of the date first above written.

GUARANTOR:

EQUITABLE HOLDINGS, INC.,

as Guarantor

By:/s/ Yun Zhang____________

Name:Yun Zhang
Title:Senior Vice President and Treasurer

[EQH – Signature Page to Amendment No. 1 to Reimbursement Agreement]

SUBSIDIARY ACCOUNT PARTIES:

EQ AZ LIFE RE COMPANY

By:/s/ Yun Zhang____________

Name:Yun Zhang
Title:Senior Vice President,

Chief Financial Officer and Treasurer

[EQH – Signature Page to Amendment No. 1 to Reimbursement Agreement]

LC ISSUER:

COMMERZBANK AG, NEW YORK BRANCH,

as LC Issuer

[EQH – Signature Page to Amendment No. 1 to Reimbursement Agreement]