AMENDMENT TO PARTICIPATION AGREEMENT

AMENDMENT TO

PARTICIPATION AGREEMENT

THIS AMENDMENT (“Amendment”) amends the Participation Agreement dated August 6, 2010 (together with any prior amendments thereto, the “Agreement”) which is hereby incorporated by reference, and is made as of the Amendment Effective Date of August 27, 2020 by and between EQUITABLE FINANCIAL LIFE INSURANCE COMPANY (the “Company”) (formerly, AXA Equitable Life Insurance Company); XXXXXXXXX XXXXXX ADVISERS MANAGEMENT TRUST (the “Fund”), an open-end management investment company organized as a Delaware statutory trust, and XXXXXXXXX XXXXXX XX LLC (the “Distributor”) (formerly, Xxxxxxxxx Xxxxxx Management LLC (“NBM”)).

WHEREAS, the Company, the Fund, and the Distributor desire to amend the Agreement by the addition of the Confidentiality Section;

WHEREAS, on or prior to June 15, 2020, Company changed its registered name from AXA Equitable Life Insurance Company to Equitable Financial Life Insurance Company; and

WHEREAS, in connection with an internal reorganization, effective January 1, 2016, NBM’s rights and obligations under the Agreement were transferred to Xxxxxxxxx Xxxxxx XX LLC, the distributor and principal underwriter, as that term is defined in the Investment Company Act of 1940, of the Funds;

NOW, THEREFORE, in consideration of the Agreement and the mutual covenants contained herein, the parties hereto agree as follows:

1. CONFIDENTIALITY.

1.1 Defined. As used herein, the Fund’s, the Distributor’s or the Company’s “Confidential Information” will mean information or materials about the Fund, the Distributor or the Company or any of its affiliates, whether or not proprietary to the Fund, the Distributor or the Company or any of its affiliates, whether disclosed intentionally by or acquired unintentionally from the Fund, the Distributor or the Company, any affiliate, any of its other service providers, agents or representatives or any director, officer or employee of any of the foregoing, whether in written, electronic, visual or oral form, regardless of how transmitted, and whether or not marked “confidential” or “proprietary”, including, without limitation information concerning past, present or prospective products, assets, services, systems, customers, employees, financial professionals, shareholders, agents, representatives, finances, books and/or records, business affairs and/or relationships, business plans, trade secrets, methods of operations, distribution and/or marketing strategies and/or procedures or other internal matters. The Company’s Confidential Information also includes any personal, financial or identifying information of an individual person including, without limitation, any past, present or prospective individuals who are customers, directors, officers, employees, financial professionals, shareholders, agents or representatives of the Company or any of its affiliates, as name, address, telephone numbers, sex, age, social security number, account and/or employee numbers, finances, business, health, employment, credit standing, history, hobbies and personal relations and any list, description or other grouping directly or indirectly derived in whole or part therefrom. (“Personal Information”) and information, directly or indirectly, derived by or on behalf of the Fund or the Distributor from the Company Confidential Information, using the Company Confidential Information exclusively or combined with other information, and information obtained by the Fund and the Distributor from third parties to expand upon, support or elucidate the Company’s Confidential Information and summaries and analyses of or involving the Company’s Confidential Information.

1.2 Obligations. The party receiving (“Receiving Party”) Confidential Information of the other party (“Disclosing Party”) will exercise at least the same degree of care with respect to the Disclosing Party’s Confidential Information that the Receiving Party exercises to protect its own Confidential Information, but in no event shall the Receiving Party use less than reasonable care. The Receiving Party will only use or reproduce the Disclosing Party’s Confidential Information to the extent necessary to enable the Receiving Party to fulfill its obligations under this Agreement. Further, the Receiving Party may disclose the Disclosing Party’s Confidential Information to the directors, officers and/or employees of Receiving Party who have a

need to know such information (and only to the extent necessary) in order to fulfill the purposes contemplated by this Agreement (“Qualified Staff Persons”), provided that Receiving Party has first informed such Qualified Staff Persons of the obligations imposed by this Section and remains liable at all times for the acts or omissions of its Qualified Staff Persons. Further, the Company will have the right to provide this Agreement, or any, to an affiliate.

1.3 Nondisclosure. Receiving Party shall not disclose Confidential Information to any other person, including without limitation any of its subsidiaries, affiliates, authorized subcontractors or other agents or representatives except such persons who have a need to know such information in order to fulfill the purposes contemplated by this Agreement. Each such person must be notified of the confidentiality obligations under this Agreement or otherwise execute a written confidentiality agreement on substantially the same terms and conditions as set forth in this Section and provide a copy of such agreement to the Disclosing Party upon request. Any breach of confidentiality by such person shall be deemed to be a breach by Receiving Party of Receiving Party’s obligations hereunder.

1.4 Information Security Program. The Fund and the Distributor warrant and represent that each has adopted and implemented, and covenant that each will maintain, a comprehensive information security program (“The Fund and the Distributor’s Information Security Programs”) incorporating administrative, technical, and physical safeguards reasonably designed (a) to ensure the confidentiality of Personal Information in its possession or control; (b) to protect against any anticipated threats or hazards to the security or integrity of Personal Information; (c) to protect against unauthorized access to or use of Personal Information, including without limitation programs to train the Fund and the Distributor’s personnel and agents in safeguarding the same, (d) to prevent the loss, destruction or alteration of the Company’s Confidential Information, and (e) to destroy all electronic and hard-copy materials containing the Company Confidential Information which the Fund or the Distributor are permitted or required to destroy hereunder in a safe and secure manner. Company warrants and represents that it will also adopt, implement and maintain an Information Security Program in accordance with all of the above listed requirements.

1.5 Reviews. The Fund and the Distributor shall regularly audit and review each of their Information Security Programs to ensure its continued effectiveness to safeguard the Company’s Personal Information as required herein and determine whether adjustments are necessary in light of circumstances including, without limitation, changes in technology, information systems, new or revised regulations, industry best practices or changing threats or hazards to the Company’s Personal Information. The Fund or the Distributor shall promptly notify the Company of any material changes to the Fund or the Distributor’s Information Security Programs and will promptly answer inquiries from the Company about the Fund or the Distributor’s Information Security Programs. If Company has a good faith reason to believe that the Fund or the Distributor is not in compliance with their Information Security Programs, Company may request an onsite audit. Such audit will be at a time mutually agreed by the parties and shall be limited to review of the Fund’s or the Distributor’s documents and materials relating to their obligations under this Agreement. Such audit will be subject to Company’s confidentiality obligations in this Agreement. Additionally, upon reasonable request by Company, the Fund or the Distributor will co-operate to complete a questionnaire-based assessment to provide an overview of their information security program and controls. The Fund or the Distributor, in their sole discretion, shall have the right to deny sharing with the Company any information the Fund or the Distributor deems confidential or proprietary.

1.6 Incident Management. The Fund and the Distributor shall:

a. Provide the Company with the name and contact information for an employee of the Fund and the Distributor who shall serve as the Company’s primary security contact and shall be available to assist the Company twenty-four (24) hours per day, seven (7) days per week as a contact in resolving obligations associated with a security breach.

b. Notify the Company of a security breach or unauthorized exposures where the Company’s Confidential Information is determined to have been compromised (“Incident”) as soon as practicable, once the Fund or the Distributor becomes aware of any such breach but in no event later than in the time required by applicable state and federal laws and regulations; and

c. Notify the Company’s Chief Privacy Officer of any Incident by e-mailing the Company with a read receipt at XxxxxxxXxxxxx@xxxxxxxxx.xxx, and with a copy by e-mail to the Fund and the Distributor’s primary business contact within the Company.

1.7 Mitigation. The Fund and the Distributor understand and acknowledge that any security breach of Personal Information may impose obligations on the Company to notify affected individuals as well as regulators of such security breach and take steps, among others, to mitigate any adverse impact or other harm to its customers and/or prospective customers arising from such security breach. The Fund and the Distributor agree to cooperate with and assist the Company in meeting all such obligations.

1.8 Nonconfidential Information. Notwithstanding anything to the contrary herein, Receiving Party shall have no obligation to preserve the confidentiality of any Confidential Information which:

(1)     is or becomes publicly known (other than through unauthorized disclosure by the Disclosing Party) and is available to Receiving Party without use of or reference to any of Disclosing Party’s Confidential Information;

(2)     at the time of disclosure to Receiving Party, is already in the possession of or known to Receiving Party and is available to Receiving Party without use of or reference to any of Disclosing Party’s Confidential Information and is not subject to any other confidentiality undertaking;

(3)     is disclosed to Receiving Party by any person or entity other than Disclosing Party and is available to Receiving Party without use of or reference to any of Disclosing Party’s Confidential Information and is not subject to any other confidentiality undertaking; or

(4)     is developed by Receiving Party without use of or reference to any Confidential Information or any other information subject to a confidentiality undertaking.

The foregoing exceptions shall not apply to Personal Information.

1.9 Mandated Disclosures. In the event that Receiving Party becomes legally compelled by a court of competent jurisdiction or by a governmental or regulatory body or as otherwise required by law to disclose any Confidential Information, Receiving Party will, to the extent legally permitted, give Disclosing Party prompt written notice of such requirement, together with a copy of such demand, to enable Disclosing Party to seek a protective order or other remedy. In the event that Disclosing Party elects not to seek or is unable to obtain a protective order or other remedy, Receiving Party will only disclose that portion of the Disclosing Party’s Confidential Information which it is advised in writing by its legal counsel is legally required to be disclosed and will make reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information.

1.10 Return of Confidential Information. Except as otherwise expressly provided in this Agreement, following termination of this Agreement, with or without cause, Receiving Party will use its best efforts to return to Disclosing Party (or such third party or Parties as Disclosing Party may designate in writing) or delete any Confidential Information. Notwithstanding anything to the contrary in this Section, Receiving Party may retain a copy of the Disclosing Party’s Confidential Information if required for regulatory compliance, including compliance with applicable law, regulation or court order, or internal audit purposes; provided that such Confidential Information shall remain subject to the confidentiality and non-use obligations set forth under this Agreement. The Receiving Party will certify in writing that it has fully complied with its obligations under this Section within seven (7) days after its receipt of a request from the Disclosing Party for such a certification.

1.11 Third-Party Suppliers, Sub-contractors, Sub-servicers and/or Hosting Providers:

The Fund and the Distributor warrant and represent that each will ensure its third-party suppliers, sub-contractors, sub-servicers and/or Hosting provider have contractual obligations that are reasonably designed to adhere to the Fund and the Distributor’s obligation of ensuring its continued effectiveness to safeguard the Company Confidential Information and maintenance of a comprehensive security program, including incorporation of administrative, technical and physical safeguards as detailed in the Information Security Program Section. The Fund and the Distributor shall regularly audit and review their third-party suppliers, sub-contractor, sub-servicer and/or hosting providers controls to ensure effectiveness of their internal control

environment, including the design and implementation of their programs to reasonably prevent a cyber breach or fraud. This includes, as applicable, but is not limited to the review of their application and/or infrastructure security, penetration test reviews, access controls & management (e.g. use of Multi-Factor Authentication), data protection (e.g. encryption at rest and in-transit), incident response, change management, logging, monitoring and reporting.

1.12 Survival. The provisions of this Article shall survive the termination of the Agreement.

2. The remaining terms and conditions of the Agreement not modified herein shall remain in full force and effect.

3. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute only one instrument.

4. This Amendment and the provisions herein contained shall be binding upon and inure to the benefit of the Fund and the Distributor and the Company and their respective successors and assigns.

Signature Blocks on Following Page

IN WITNESS WHEREOF, the parties hereto have signed this Amendment.

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY						XXXXXXXXX XXXXXX ADVISERS MANAGEMENT TRUST:
By:						By:
Name:		Xxxxxxx Xxxxxxxxx				Name:		Xxxxx Xxxxxxx
Title:		Managing Director				Title:		Vice President and COO
Date Signed:		8/27/2020 | 4:00 PM EDT				Date Signed:		August 27, 2020
XXXXXXXXX XXXXXX XX LLC:
Reviewed By:
Name:		Xxxxx Xxxxxxx
Title:		Managing Director
Date:		August 27, 2020