AXA EQUITABLE HOLDINGS, INC., ISSUER AND THE BANK OF NEW YORK MELLON, TRUSTEE INDENTURE DATED AS OF April 5, 2019 PROVIDING FOR ISSUANCE OF DEBT SECURITIES IN SERIESIndenture • November 20th, 2019 • AXA Equitable Holdings, Inc. • Insurance agents, brokers & service • New York
INDENTURE, dated as of April 5, 2019, among AXA Equitable Holdings, Inc., a Delaware corporation, and The Bank of New York Mellon, a New York banking corporation, not in its individual capacity but solely in its capacity as trustee hereunder (together with its successors and assigns in such capacity, the “Trustee”).
40,000,000 Shares AXA Equitable Holdings, Inc. COMMON STOCK, PAR VALUE $0.01 PER SHARE FORM OF UNDERWRITING AGREEMENT March [●], 2019Underwriting Agreement • March 18th, 2019 • AXA Equitable Holdings, Inc. • Insurance agents, brokers & service • New York
EQUITABLE HOLDINGS, INC., ISSUER AND TRUSTEE SUBORDINATED INDENTURE DATED AS OF [ ] PROVIDING FOR ISSUANCE OF SUBORDINATED DEBT SECURITIES IN SERIESSubordinated Indenture • September 19th, 2024 • Equitable Holdings, Inc. • Insurance agents, brokers & service • New York
INDENTURE, dated as of [ ], among Equitable Holdings, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and [ ] (the “Trustee”).
REIMBURSEMENT AGREEMENT dated as of January 23, 2024 among EQUITABLE HOLDINGS, INC. as the Guarantor the SUBSIDIARY ACCOUNT PARTIES party hereto and MUFG BANK, LTD., as LC IssuerReimbursement Agreement • February 26th, 2024 • Equitable Holdings, Inc. • Insurance agents, brokers & service
REIMBURSEMENT AGREEMENT dated as of January 23, 2024 among: EQUITABLE HOLDINGS, INC., a Delaware corporation, the SUBSIDIARY ACCOUNT PARTIES party hereto and MUFG BANK, LTD., as LC Issuer.
DEPOSIT AGREEMENT among EQUITABLE HOLDINGS, INC., COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., collectively, as Depositary, and The Holders From Time to Time of the Depositary Receipts Described Herein Dated as of January 8, 2021Deposit Agreement • January 8th, 2021 • Equitable Holdings, Inc. • Insurance agents, brokers & service • New York
THIS DEPOSIT AGREEMENT, dated January 8, 2021, among Equitable Holdings, Inc., a Delaware corporation (the “Corporation”), Computershare Inc., a Delaware corporation (“Computershare”), and its wholly owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (the “Trust Company” and, together with Computershare, collectively, the “Depositary”), and the Holders from time to time of the Receipts (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 20th, 2018 • AXA Equitable Holdings, Inc. • Insurance agents, brokers & service • New York
This Registration Rights Agreement, dated as of May 4, 2018 (this “Agreement”), is between AXA Equitable Holdings, Inc., a Delaware corporation (the “Company”), and AXA S.A., a société anonyme organized under the laws of the France (“AXA”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • May 15th, 2023 • Equitable Holdings, Inc. • Insurance agents, brokers & service
AMENDMENT NO. 1 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of May 12, 2023 (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.
AMENDMENT NO. 1 TO REIMBURSEMENT AGREEMENTReimbursement Agreement • March 26th, 2021 • Equitable Holdings, Inc. • Insurance agents, brokers & service
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.
FORM OF DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • April 6th, 2018 • AXA Equitable Holdings, Inc. • Insurance agents, brokers & service • Delaware
Indemnification Agreement (this “Agreement”), dated the date set forth on the signature page hereof, between AXA Equitable Holdings, Inc., a Delaware corporation (the “Company”) and the director whose name appears on the signature page hereof (“Indemnitee”).
TERM LOAN AGREEMENT dated as of February 16, 2018 among AXA EQUITABLE HOLDINGS, INC., as the Company the BANKS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., CITIGROUP GLOBAL MARKETS INC., BARCLAYS BANK...Term Loan Agreement • April 6th, 2018 • AXA Equitable Holdings, Inc. • Insurance agents, brokers & service • New York
TERM LOAN AGREEMENT dated as of February 16, 2018 among: AXA EQUITABLE HOLDINGS, INC., a Delaware corporation, the BANKS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
EQUITABLE HOLDINGS, INC., ISSUER AND THE BANK OF NEW YORK MELLON, TRUSTEE JUNIOR SUBORDINATED INDENTURE DATED AS OF SEPTEMBER 18, 2024 PROVIDING FOR ISSUANCE OF SUBORDINATED DEBT SECURITIES IN SERIESJunior Subordinated Indenture • September 19th, 2024 • Equitable Holdings, Inc. • Insurance agents, brokers & service • New York
INDENTURE, dated as of September 18, 2024 among Equitable Holdings, Inc., a Delaware corporation, (together with its successors and assigns, the “Company”) and The Bank of New York Mellon, a New York banking corporation, not in its individual capacity but solely in its capacity as trustee hereunder (together with its successors and assigns in such capacity, the “Trustee”).
DIRECTOR INDEMNIFICATION AGREEMENTIndemnification Agreement • June 20th, 2018 • AXA Equitable Holdings, Inc. • Insurance agents, brokers & service • Delaware
Indemnification Agreement (this “Agreement”), dated the date set forth on the signature page hereof, between AXA Equitable Holdings, Inc., a Delaware corporation (the “Company”) and the director whose name appears on the signature page hereof (“Indemnitee”).
COINSURANCE AND MODIFIED COINSURANCE AGREEMENT Between EQUITABLE FINANCIAL LIFE INSURANCE COMPANY (referred to as the Ceding Company) and CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY (referred to as the Reinsurer)Coinsurance and Modified Coinsurance Agreement • June 1st, 2021 • Equitable Holdings, Inc. • Insurance agents, brokers & service
THIS COINSURANCE AND MODIFIED COINSURANCE AGREEMENT (this “Agreement”) is made and entered into on June 1, 2021 (the “Closing Date”) and effective as of the Effective Time by and between Equitable Financial Life Insurance Company, a New York-domiciled insurance company (the “Ceding Company”), and Corporate Solutions Life Reinsurance Company, a Delaware-domiciled insurance company (the “Reinsurer”). For purposes of this Agreement, the Ceding Company and the Reinsurer shall each be deemed a “Party” and together the “Parties.”
EQUITABLE HOLDINGS, INC.Restricted Stock Unit Agreement • February 26th, 2024 • Equitable Holdings, Inc. • Insurance agents, brokers & service • Delaware
This Restricted Stock Unit Agreement (the “Agreement”), by and between Equitable Holdings, Inc., a Delaware corporation (the “Company”), and the individual who has signed this Agreement electronically (the “Service Provider”), is being entered into pursuant to the Equitable Holdings, Inc. 2019 Omnibus Incentive Plan (the “Plan”). Capitalized terms that are used but not defined herein shall have the respective meanings given to them in the Plan.
AXA EQUITABLE HOLDINGS, INC. $800,000,000 principal amount of 3.900% Senior Notes due 2023 $1,500,000,000 principal amount of 4.350% Senior Notes due 2028 $1,500,000,000 principal amount of 5.000% Senior Notes due 2048 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 6th, 2018 • AXA Equitable Holdings, Inc. • Insurance agents, brokers & service • New York
This Registration Rights Agreement (this “Agreement”), dated April 20, 2018, is entered into by and among AXA Equitable Holdings, Inc., a Delaware corporation (the “Issuer”), and J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Wells Fargo Securities, LLC (collectively with, for and on behalf of the Initial Purchasers named in the Purchase Agreement referred to below, the “Initial Purchasers”). The Issuer proposes to issue and sell to the Initial Purchasers, upon the terms set forth in a purchase agreement, dated April 17, 2018 (the “Purchase Agreement”), $800,000,000 principal amount of 3.900% Senior Notes due 2023, $1,500,000,000 principal amount of 4.350% Senior Notes due 2028 and $1,500,000,000 principal amount of its 5.000% Senior Notes due 2048 (collectively, the “Original Notes”) (such sale, the “Initial Placement”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to your obligations thereunder, the
MASTER AGREEMENT by and among AXA EQUITABLE FINANCIAL SERVICES, LLC, AXA FINANCIAL, INC. and PROTECTIVE LIFE INSURANCE COMPANY Dated as of April 10, 2013Master Agreement • April 6th, 2018 • AXA Equitable Holdings, Inc. • Insurance agents, brokers & service • New York
This MASTER AGREEMENT (this “Agreement”), dated as of April 10, 2013, is entered into by and among AXA Equitable Financial Services, LLC, a Delaware limited liability company (“Seller”), AXA Financial, Inc., a Delaware corporation (“Parent”), and Protective Life Insurance Company, an insurance company organized under the laws of the State of Tennessee (“Purchaser”).
•] Shares AXA Equitable Holdings, Inc. COMMON STOCK, PAR VALUE $0.01 PER SHARE FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • April 26th, 2018 • AXA Equitable Holdings, Inc. • Insurance agents, brokers & service • New York
The undersigned understands that Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, Barclays Capital Inc. and Citigroup Global Markets Inc. (the “Managers”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with AXA Equitable Holdings, Inc., a Delaware corporation (the “Company”) and AXA S.A., a société anonyme organized under the laws of France, providing for the public offering (the “Public Offering”) by the several Underwriters, including the Managers (the “Underwriters”), of [•] shares (the “Shares”) of the Common Stock, par value $0.01 per share, of the Company (the “Common Stock”).
Equitable Holdings, Inc. 5.594% Senior Notes due 2033 UNDERWRITING AGREEMENT January 4, 2023Underwriting Agreement • January 11th, 2023 • Equitable Holdings, Inc. • Insurance agents, brokers & service • New York
* Pursuant to Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the second business day before delivery of the Notes will be required, by virtue of the fact that the Notes initially will settle in T+5, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement and should consult their own advisors.
EQUITABLE HOLDINGS, INC.Performance Shares Agreement • February 21st, 2023 • Equitable Holdings, Inc. • Insurance agents, brokers & service • Delaware
This Performance Shares Agreement (the “Agreement”), by and between Equitable Holdings, Inc., a Delaware corporation (the “Company”), and the employee who has signed this Agreement electronically (the “Employee”), is being entered into pursuant to the Equitable Holdings, Inc. 2019 Omnibus Incentive Plan (the “Plan”). Capitalized terms that are used but not defined herein shall have the respective meanings given to them in the Plan.
SHAREHOLDER AGREEMENT BETWEEN AXA EQUITABLE HOLDINGS, INC. AND AXA S.A. DATED AS OF [●], 2018Shareholder Agreement • April 23rd, 2018 • AXA Equitable Holdings, Inc. • Insurance agents, brokers & service • Delaware
This Shareholder Agreement, dated as of [·], 2018 (this “Agreement”) is between AXA Equitable Holdings, Inc., a Delaware corporation (the “Company”), and AXA S.A., a société anonyme formed under the laws of France (“AXA”) (each a “Party” and, collectively, the “Parties”).
EQUITABLE HOLDINGS, INC.Stock Option Agreement • February 24th, 2021 • Equitable Holdings, Inc. • Insurance agents, brokers & service • Delaware
This Employee Stock Option Agreement (the “Agreement”), by and between Equitable Holdings, Inc., a Delaware corporation (the “Company”), and the employee who has signed this Agreement electronically (the “Employee”), is being entered into pursuant to the Equitable Holdings, Inc. 2019 Omnibus Incentive Plan (the “Plan”). Capitalized terms that are used but not defined herein shall have the respective meanings given to them in the Plan.
EQUITABLE HOLDINGS, INC.Performance Shares Agreement • February 24th, 2021 • Equitable Holdings, Inc. • Insurance agents, brokers & service • Delaware
This Performance Shares Agreement (the “Agreement”), by and between Equitable Holdings, Inc., a Delaware corporation (the “Company”), and the employee who has signed this Agreement electronically (the “Employee”), is being entered into pursuant to the Equitable Holdings, Inc. 2019 Omnibus Incentive Plan (the “Plan”). Capitalized terms that are used but not defined herein shall have the respective meanings given to them in the Plan.
AXA Equitable Holdings, Inc. New York, NY 10104 Attention: Robin M. Raju, Senior Vice President and TreasurerRevolving Credit Agreement • April 23rd, 2018 • AXA Equitable Holdings, Inc. • Insurance agents, brokers & service
Re: Revolving Credit Agreement, dated as of February 16, 2018, among AXA Equitable Holdings, Inc. (the “Company”), the Subsidiary Account Parties party thereto (together with the Company, the “Obligors”), the Banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (as amended, modified or supplemented from time to time, the “Credit Agreement”)
COINSURANCE AND MODIFIED COINSURANCE AGREEMENT Between EQUITABLE FINANCIAL LIFE INSURANCE COMPANY (referred to as the Ceding Company) and FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (referred to as the Reinsurer)Coinsurance and Modified Coinsurance Agreement • November 3rd, 2022 • Equitable Holdings, Inc. • Insurance agents, brokers & service
THIS COINSURANCE AND MODIFIED COINSURANCE AGREEMENT (this “Agreement”) is made and entered into on October 3, 2022 (the “Closing Date”) and effective as of the Effective Time by and between Equitable Financial Life Insurance Company, a New York-domiciled insurance company (the “Ceding Company”), and First Allmerica Financial Life Insurance Company, a Massachusetts-domiciled insurance company (the “Reinsurer”). For purposes of this Agreement, the Ceding Company and the Reinsurer shall each be deemed a “Party” and together the “Parties.”
MASTER TRANSACTION AGREEMENT dated as of August 16, 2022 between EQUITABLE FINANCIAL LIFE INSURANCE COMPANY (referred to as the Ceding Company) and FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (referred to as the Reinsurer)Master Transaction Agreement • November 3rd, 2022 • Equitable Holdings, Inc. • Insurance agents, brokers & service
This MASTER TRANSACTION AGREEMENT (including all schedules and exhibits hereto, this “Agreement”), dated as of August 16, 2022, is made by and between Equitable Financial Life Insurance Company, a New York-domiciled insurance company (the “Ceding Company”), and First Allmerica Financial Life Insurance Company, a Massachusetts-domiciled insurance company (the “Reinsurer”). Each of the Ceding Company and the Reinsurer shall be referred to herein as a “Party” and, together, the “Parties”.
EQUITABLE HOLDINGS, INC.Performance Shares Agreement • February 26th, 2024 • Equitable Holdings, Inc. • Insurance agents, brokers & service • Delaware
This Performance Shares Agreement (the “Agreement”), by and between Equitable Holdings, Inc., a Delaware corporation (the “Company”), and the employee who has signed this Agreement electronically (the “Employee”), is being entered into pursuant to the Equitable Holdings, Inc. 2019 Omnibus Incentive Plan (the “Plan”). Capitalized terms that are used but not defined herein shall have the respective meanings given to them in the Plan.
SHARE REPURCHASE AGREEMENT dated as of March 18, 2019 between AXA S.A. and AXA Equitable Holdings, Inc.Share Repurchase Agreement • March 18th, 2019 • AXA Equitable Holdings, Inc. • Insurance agents, brokers & service • New York
This Share Repurchase Agreement, dated as of March 18, 2019 (this “Agreement”), is made between AXA S.A., a société anonyme organized under the laws of France (“AXA”), and AXA Equitable Holdings, Inc., a Delaware corporation (the “Company”).
The Bank of New York Mellon Trust Company, N.A., as Trustee, FIFTH SUPPLEMENTAL INDENTURE dated as of October 1, 2018Supplemental Indenture • October 1st, 2018 • AXA Equitable Holdings, Inc. • Insurance agents, brokers & service • New York
FIFTH SUPPLEMENTAL INDENTURE, dated as of October 1, 2018 (this “Supplemental Indenture”), among AXA equitable holdings, inc., a Delaware corporation (the “Successor Company”), AXA FINANCIAL, INC., a Delaware corporation (the “Predecessor Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, (as ultimate successor to Chemical Bank) as trustee (the “Trustee”), to the INDENTURE, dated as of December 1, 1993 (as heretofore amended or supplemented, the “Indenture”), between the Predecessor Company and the Trustee.
AXA Equitable Holdings, Inc. 29,000,000 Depositary Shares, Each Representing a 1/1,000th Interest in a Share of Fixed Rate Noncumulative Perpetual Preferred Stock, Series A UNDERWRITING AGREEMENT November 20, 2019Underwriting Agreement • November 21st, 2019 • AXA Equitable Holdings, Inc. • Insurance agents, brokers & service • New York
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • December 19th, 2019 • AXA Equitable Holdings, Inc. • Insurance agents, brokers & service
Mr. Mark Pearson President and Chief Executive Officer Equitable Holdings, Inc. Chief Executive Officer Equitable Financial Life Insurance Company New York, New York 10104 Dear Mr. Pearson:Employment Agreement • February 21st, 2023 • Equitable Holdings, Inc. • Insurance agents, brokers & service
This letter confirms our understanding regarding the amendment of your employment agreement dated March 9, 2011 (the “Agreement”). Please confirm your acceptance of the terms of this letter by signing below.
GRANT NOTICE AXA EQUITABLE HOLDINGS, INC.Restricted Stock Unit Agreement • June 20th, 2018 • AXA Equitable Holdings, Inc. • Insurance agents, brokers & service • Delaware
This Restricted Stock Unit Agreement (the “Agreement”), by and between AXA Equitable Holdings, Inc., a Delaware corporation (the “Company”), and the employee whose name is set forth on the Grant Notice attached hereto (the “Grant Notice”), is being entered into pursuant to the AXA Equitable Holdings, Inc. 2018 Omnibus Incentive Plan (the “Plan”). Capitalized terms that are used but not defined herein shall have the respective meanings given to them in the Plan.
May 9, 2019Employment Agreement • August 9th, 2019 • AXA Equitable Holdings, Inc. • Insurance agents, brokers & service
AXA EQUITABLE HOLDINGS, INC. AXA EQUITABLE LIFE INSURANCE COMPANYEmployment Agreement • March 8th, 2019 • AXA Equitable Holdings, Inc. • Insurance agents, brokers & service
EXHIBIT I JOINT FILING AGREEMENTJoint Filing Agreement • January 10th, 2019 • AXA Equitable Holdings, Inc. • Insurance agents, brokers & service
Each of the undersigned hereby agrees that the Schedule 13G filed herewith is filed jointly, pursuant to Rule 13d-1(b)(1) of the Securities Exchange Act of 1934, as amended on behalf of each of them.
